Attachment B8 - Proposals Received (Jamboree Housing + Step Up on Second) — Santa Monica City Council, January 11, 2022 (part 1 of 2)

Jamboree Housing Corporation + Step Up on
Second

Lead Developer Information
As one of the top 10 non-profit affordable housing developers in the nation, Jamboree develops, acquires, renovates, and manages affordable rental housing, including a range of supportive housing options for families, seniors, veterans, and previously homeless. Jamboree has engaged in dozens of successful cross-sector partnerships to develop more than 9,000 units of affordable housing. Jamboree currently has $974 million in permanent supportive housing and, affordable projects under development and an estimated $3.2 billion asset portfolio in more than 86 California communities, including more than 20 throughout Orange and Los Angeles counties, including developments in Long Beach, Claremont, Lancaster, El Monte, as well as the City of Los Angeles. Jamboree is also one of California’s largest developer of Permanent Supportive Housing for formerly homeless individuals living with mental illness
Step Up owns and operates 264 units of innovative, community-based permanent supportive housing across 10 developments in Los Angeles County. All of Step Up permanent supportive home developments include on-site residential managers, life-skills coordinators, and connection to Step Up or other mental health service providers for support services. Each unit comes with a kitchenette, full bathroom, and living space. In every community in which it operates, Step Up is committed to being a good neighbor.

Jamboree and Step Up will form a limited partnership, with entities owned by each company serving as co-general partners. It is anticipated that a limited partner representing the tax credit equity investor will be admitted at closing.

Lead Developer: Jamboree Step Up, L.P.

A to-be-formed California Limited Partnership
Co-General Partners: Jamboree Housing Corporation, a 501(c)(3) non-profit 17701 Cowan Avenue, Suite 200
Irvine, CA 92614
Laura Archuleta, President and CEO
[email protected]
Phone: (949) 263-8676
Fax: (949) 263-0647
Step Up on Second, a 501(c)(3) non-profit
1328 2nd Street
Santa Monica, CA 90401
Tod Lipka, President and CEO
[email protected]
Phone: (310) 394-6889 ext.1626
Fax: (310) 458-9010

Development Team
Organization Contact Name Title Address Phone & Email
Developer
Jamboree Michael Massie
17701 Cowan Ave.,
Suite 200, Irvine, CA
92614
(949) 263-8676, ext. 129
[email protected]
Co-Developer Step Up On
Second Street, Inc. Tod Lipka
Chief Executive Officer 1328 Second Street,
Santa Monica, CA 90401
(310) 394-6889, ext. 1626
[email protected]
Architect KFA, LLP Lise Bornstein,

AIA, LEED AP
Partner 3573 Hayden Ave
Culver City, CA 90232
(310) 399-7975 x223
[email protected]
Consultant(s) TBD
Attorney TBD
General Contractor TBD
Service Provider Step Up On
Second Street, Inc. Aaron Criswell
Vice President of
Housing Services
1328 Second Street
Santa Monica, CA 90401
(310) 394-6889, ext. 2115
[email protected]
Property Manager Step Up On
Second Street, Inc. Iris Alcantara
Vice President of
Housing Development
1328 Second Street
Santa Monica, CA 90401
(310) 394-6889, ext. 2248
[email protected]
Board of Directors
Marcy Finamore
CFO
George Searcy
COO
Nina Nguyen
Accounting
Manager
Jose Sanchez
Vice President,
Asset
Management Karen
Hammond
Sr. Director, H R
Frida Hanaoka
Accountant II
Tami Tellez
HR Supervisor
Ann Bui
Accountant II
Ryan Tropp
Office Manager/
Executive
Assistant
Paola Flores
Sr. Asset
Manager
Yvette Villa-Barry
Director,
Asset
Management
Yvette Villa-Barry
Director,
Asset
Management
Brittany Seniff
Project Mgr II
Lois Jones
Admin
Assistant
Maria Luna
Admin Assistant
Caitlyn Murphy
Marketing &
Communications
Specialist
Larissa
Medellin
Asset
Coordinator II
Roger Kinoshita
Director,
Business
Development
Joey Dua
AP Specialist
Mary Jo Goelzer
Vice President,
Marketing &
Communications
Sandra
Viramontes
Project Mgr
October 2019
Green Box = Hired this quarter
Yellow Box = Current open position
Employee Count: 55
Open
Admin
Assistant
Chris Bloom
Dev elopment
Associate
Jim Fox
Controller
Scott Riordan
PT Business
Development
Manager
Victoria Ramirez
Sr. Director
Helen Cameron
Community
Outreach
Director
Alyssa Flores
Project
Engineer
Michael Massie
CDO
Laura Archuleta
President and
CEO
Tung Tran
Sr. Director
Alicia Demaree
HR Specialist Sue Irzyk
Asset Manager
Jonathan Lee
Project Mgr
John Witkowski
Development
Associate
Thomas Hodgin
Director,
Construction
Ralph Castillo
Superintendent
Vanessa Flores
Office
Assistant
Michael
Donohue
Project Mgr/
Purchasing Mgr
Kelsey Brewer
Communication
& Policy
Manager
Michael Points
Development
Associate Alex Alcala
Admin
Assistant,
Construction
Jeree Glasser
Vice President,
Northern
California
Mark Schene
Project Manager,
Construction
Quality Control
Joe Pacheco
Field Manager,
Rehab
(Community
Impact Group
Org Chart)
Maria Slaven
Temporary AM
Assistant
Andrea Hickman
Executive
Assistant
CoordinatorRa
ndy Ortega
Sr. Accountant
Jillian TaylorHerman
Project
Coordinator
John Okura
Sr. Director
Lincoln Cube
Construction
Foreman
Katherine
Klein
McFadden
Director, Acq
& Dev
Travis Simpson
Superintendent
Open
Sr. Project Mgr
or Project Mgr
Vivian
Fernandez
Asset
Coordinator II
Evan Sharp
Project Mgr
Victor
Vasquez
Construction
Laborer
Open
Vice President,
Business
Development
Armando Solis
Asst
Superintendent

STATE OF CALIFORNIA

FRANCHISE TAX BOARD
PO BOX 942857
SACRAMENTO CA 94257- 0540
Entity Status Letter
Date: 11/ 27/ 2017
ESL ID: 6181233781
According to our records, the following entity information is true and accurate as of the date of this letter.

Entity ID: 1513004
Entity Name: JAMBOREE HOUSING CORPORATION

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 d.

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.

Internet and Telephone Assistance
Website: ftb.ca.gov
Telephone: 800.852. 5711 from within the United States
916.845.6500 from outside the United States
TTY/TDD: 800.822. 6268 for persons with hearing or speech impairments FTB 4263A WEB ( NEW 02- 2012)
State of California
Secretary of State

CERTIFICATE OF STATUS
ENTITY NAME:

JAMBOREE HOUSING CORPORATION
FILE NUMBER: C1513004
FORMATION DATE: 03/ 12/ 1990
TYPE: DOMESTIC NONPROFIT CORPORATION
JURISDICTION: CALIFORNIA
STATUS: ACTIVE (GOOD STANDING)
I, ALEX PADILLA, Secretary of State of the State of California, hereby certify:

The records of this office indicate the entity is authorized to exercise all of its powers, rights and privileges in the State of California.

No information is available from this office regarding the financial condition, business activities or practices of the entity.

OF 7.

R*E*K-A".

IN WITNESS WHEREOF, I execute this certificate
and affix the Great Seal of the State of
A
California this day of July 30, 2019.

IF OR ALEX PADILLA
Secretary of State
NP-25( REV 0212019) JJG
CALIFORNIA STATE BOARD OF EQUALIZATION of
ORGANIZATIONAL CLEARANCE CERTIFICATEp
FOR WELFARE OR VETERANS' ORGANIZATION EXEMPTION i'
0rganizalion Naaee and Mailing Address:

Jamboree Housing Corporation
2081 Business Center Drive, Suite 110
Irvine CA 92612- 1i59
L
THIS CERRFICATE Nf hMBEi4 MUST aE

J SUBMITTED TO A COUNTY MIEN FILING
A CLAIM FOR WELFARE oR VETER ANs,
ORGAN04TION EXEMPTION.

Organizalion Inlormelion:

Dale of Certificate; 12/ 11/ 03
130E Ex. No.; 6694 In accordance with section 254.6
of the revenue and Taxation
Type: Charitable Code, the Board has determined
Corp. la: 1513004 that this organization meets the
organizational requirements of
Fiscal Year First Quahfred: Information Unavailable section 214.

L
BOE• 277-OG( 10-03)

NOTICE TO ORGANIZATIONS

GENERAL INFORMATION REGARDING

WELFARE OR VETERANS' ORGANIZATION EXEMPTION
Your claim for an Organizational Clearance Certificate has been reviewed and a determination has been made that your organization meets the organizational requirements for exemption under section 214. A claim for the organizational clearance certificate will be mailed to the organization periodically to verify and update information. The claim form must be completed, signed, and filed with the Board, along with supporting documents, in order to maintain eligibility for the certificate. The Board may institute an audit or verification of the organization to determine whether the organization meets the organizational requirements of Revenue and Taxation Code section 214, as required by section 15618 of the Government Code, If you have any questions concerning the organizational requirements, you may contact the State Board of Equalization, Property and Special Taxes Department, Assessment Policy and Standards Division. Exemptions Section, at 916- 445- 3524.

The Assessor may not approve a property tax exemption claim on any property until the claimant has been issued a valid Organizational Clearance Certificate under section 254.6, The Assessor may deny a claim for the exemption, notwithstanding that the claimant has been granted an organizational clearance certificate. Claim forms for the welfare or veterans' organization exemption for property newly acquired by an organization may be obtained from the Assessor in the county where the property is located.

Annually, claims for the welfare and veterans' organization exemptions and supplemental affidavits, if required, must be filed on or before February 15 with the application to the applicable Assessor to avoid a late filing penalty under section 27a. (A separate claim must be filed for each property location.) The Assessor will review all claims to determine that the organization continues to use its property for qualifying purposes and activities, as specified in section 214. Any questions relating to section 214 requ irernents regarding qualifying purposes and uses of the property may be directed to the Assessor.

State of CaliforniaJL yy
Secretary of State
I , DEBRA BOWEN , Secretary of State of the State of
California, hereby certify:

That the attached transcript of page( s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.

IN WITNESS WHEREOF, I execute this
S
PL OF Ty certificate and affix the Great Seal of the
State of California this day of
Q
A
m
MAY 2 4 2010
C4 1F0FtN
P

DEBRA BOWEN
Secretary of State
Sec/State Form CE 108( REV 112007) OSP06 99733
51 0301

ARTICLES OF INCORPORATION

FIL E C
in ow
OF di#a c. MNe
19 a o
IRVINE COMMU; tITY ROUSING CORPORATION MAR 12 1990
U
MARCH FONG [ U, Soue / of State
ARTICLE-1
The name of the corporation is Irvine Community Housing Corporation.

ARTICLE II
a) This corporation is a nonprofit public benefit
corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. The general purpose of this corporation is to have and exercise all rights and powers conferred on nonprofit corporations under the laws of California, provided that this ccrporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.
b) The specific charitable and public purpose for which the corporation is organized is the production of housing on a nonprofit basis, particularly for households earning less than 549000. PS0
03/ 02/ 90 at 3: 06pm 1_
80% of the county median income ( as calculated by the United States Department of Housing and Urban Development ( HUD) ] , with the focus being the production of housing for households earning less than 50% of the county median income ( as calculated by HUD) , these purposes including the activities of purchase, sale or renting of real property and the construction, rehabilitation and management of housing developments, within the meaning of Section 501( c) ( 3) of the Internal Revenue Code of 1986, as amended, ( or the corresponding provision of any future United States Internal Revenue Law) .
c) Notwithstanding any other provisions of these articles, the corporation shall not carry on any activities not permitted to be carried on ( a) by a corporation exempt from federal income tax under Section 501( c) ( 3) of the Internal Revenue Code of 1986, as amended, ( or the corresponding provision of any future United States Internal Revenue Law) , or (b) by corporation contributions to which are deductible under Section 170 of the Internal Revenue Code of 1986, as amended, ( or the corresponding provision of any future United States Internal Revenue Law) .

ARTICLE III
The name and address of the corporation' s initial agent for service of process is Charlene M. Turco, 135 Oxford, Irvine, California 92715.
549000. P50
03/ 02/ 90 at 3: 06ga 2-

ARTICLE IV
The corporation say admit persons to membership subject to the terms and conditions set forth in the Bylaws.

ARTICLEVV
a) This corporation is organized exclusively for
charitable purposes within the meaning of Section 501( c) ( 3) of the Internal Revenue Code. Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on by: ( i) a corporation exempt from federal income tax under Section 501( c) ( 3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law; or (ii) a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law.
b) No part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private person, firm,
or corporation but the same shall be devoted solely
to the purposes for which this corporation is farmed as the same are hereinabove declared and set forth.
349000. P50
03/ 02/ 90 at 305pm 3—
c) No substantial part of the activities of this
corporation is or shall be carrying on propaganda, or otherwise attempting to influence legislation, and it does not, nor shall it, participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

ARTICLE I
No director, officer or member of this corporation shall be subject to assessment by the corporation, nor shall any such director, officer or member of this corporation be personally liable for any of the debts, liabilities or obligations of the corporation, nor shall personal liability in any event attach to any member of this corporation in connection with any of its undertakings; all of the corporation' s liabilities shall be limited to its common funds and assets.

ARTICLE VII
The property P Y of this corporation is irrevocably dedicated to charitable, scientific, religious, literary and educational purposes. The purposes contained in this Article VII are limited to those meeting the requirements for a welfare exemption under applicable law. Upon the dissolution or winding- up of this corporation after paying or adequately providing for the debts and liabilities of the corporation, the remaining assets shall be 549000. P50
03/ 02/ 90 at 306pm 4-
distributed to organizations which are organized and operated exclusively for charitable, scientific, religious, literary and education purposes and which have established their tax exempt status under Sections 501( c) ( 3) and 170 of the Internal Revenue Code of 1986, as amended, ( or the corresponding provision of any future United States Internal Revenue Law) , as shall be selected by the Board of Directors of the corporation.

For the purposes of forming this corporation under the laws of the State of California the undersigned, constituting the incorporator, has executed these Articles of Incorporation as of 1990.

Natalie Gubb rporator
I hereby declare that I an the person who executed the
foregoing Articles of Incorporation, which execution is my act and deed.
549000. B50
03/ 02/ 90 at 3e06pe 5—
420332
aat-e
O
Cao ifornia

OFFICE OF THE SECRETARY OF STATE

CORPORATION DIVISION
I, MARCH FONG E U, Secretary of State of the
State of California, hereby certify:

That the annexed transcript has been compared with
the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and
correct.

IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
JUL 1 Q 1992
ry SUREK,q
rn
O
Secretary of State
c'g Q F C R NAP
SEC/ STATE FORM CE- 107 E' JJH9R
30otl
420332

CERTIFICATE OF AMENDMENT
OF JUL - 81
ARTICLES OF INCORPORATIONUU" 4
OF MARCH FANG EU. Secrotaof State

IRVINE COMMUNITY HOUSING CORPORATION
John Monahan and Mary Ann Gaido certify that:

1. They are the president and the secretary, respectively, of Irvine Community Housing Corporation, a California
corporation.

2. Article I of the articles of incorporation of this
corporation is amended to read as follows:

The name of the corporation is Jamboree Housing
Corporation. "

3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4. The corporation has no members.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: IZ.S AL. yohn Monahan, President
Mary Ann aido, Kecretary
l S136
FILED
A A W& O of/ w doryat tt
of0r f1oM ofCalrkx lo
44 1"7"

CUTIFICATZ O
FEB 2 3 149 1
r
OF
ARTICLES Or INCORMRATICWOF y'
JAl®OREE HOIIBIIio CORPOItATION
Acting Secretary of State
John Monahan and Deborah M. Rosenthal certify that:

1. They are the president and the secretary, respectively, of Jamboree Housing Corporation, a California nonprofit public benefit corporation.

2. Article VII of the articles of incorporation of this corporation is amended to read as follows:

The property of this corporation is irrevocably
dedicated to charitable and educational purposes meeting the requirements for exemption provided by Section 214 of the Revenue and Taxation Code of the State of California.

Upon the dissolution or winding up of this corporation, after paying or adequately providing for the debts and
liabilities of the corporation, the remaining assets
shall be distributed to a non- profit fund, foundation, or corporation which is organized and operated exclusively for charitable and educational purposes meeting the requirements for exemption provided by Section 214 of the Revenue and Taxation Code of the State of California and which has established its tax exempt status under Section 501( c) ( 3) of the Internal Revenue Code. "

3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4. The corporation has no members.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: February 1994
John Monahan, President
e orah M. Ro enthal, SecretAr
tat

OFFICE OF THE SECRETARY OF STATE
0431"7'7
I, TONY MILLER, Acting Secretary of State of the State of California, hereby certify.

That the annexed transcript has been compared with the record on file in this office, of which it purports to be a copy, and that same is full, true and correct.
s
I
E .. P
EUREKq
f

IN WITNESS WHEREOF, I
execute this certificate and
w O affix the Great Seal of the
t
T'
State of California this
FEB 2 4 1994
g L I F O R N
Acting Secretary of State
300LFILSD y
of is seas. of CaNfor i
A44, 3177 FEB 2 3 1994

CERTIFICATE OF ANIMMENT
OF

ARTICLES OF INCORPORATION
OF

JAMBOREE HOUSING CORPORATION
Acting Secretary of State
John Monahan and Deborah M. Rosenthal certify that:

1. They are the president and the secretary, respectively, of Jamboree Housing Corporation, a California nonprofit public benefit corporation.
2 . Article VII of the articles of incorporation of this corporation is amended to read as follows:

Upon the dissolution or winding up of this corporation, after paying or adequately providing for the debts and
liabilities of the corporation, the remaining assets
shall be distributed to a non- profit fund, foundation, or corporation which is organized and operated exclusively for charitable and educational purposes meeting the
requirements for exemption provided by Section 214 of the Revenue and Taxation Code of the State of California and which has established its tax exempt status under Section 501 ( c) ( 3) of the Internal Revenue Code. "
3 . The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4. The corporation has no members.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: February 1994
John Monahan, President
telorah M. Ro enthal, Secretary
CS OF r
U)

ETA R Y OF
A0729035
F6LE13 Gd(PZ1
In the Oft of t>'e 9ery ofSlate
CERTIFICATE PURSUANT TO SECTION 1505, ofthe stateofcaumija CALIFORNIA CORPORATIONS CODE MAY 16 2012
Jamboree Housing Corporation
Name of Corporation)
a corporation organized and
existing under the laws of California makes the following statement:

State or Place of Incorporation)

1. The complete address of' its office in the state of California wherein any-entity designating it as agent may be served with process is 17701 Cowan# 200, Irvine, CA 92614

2. The name of each person employed by it at such office to whom it authorized the delivery of any copy of any such process is Marcy_V. Torres
I The corporation consents that delivery thereof to such person at the address designated shall constitute delivery of any such copy to it,. as such agent:

Jamboree Housing Corporation
Name of Corporation)
SignatureOMrporate Officer)
Marcy V. Torres, Executive Vice Presldent(CPO
Typed Name and Title of Officer Signing),
somtery ofStm Form
1505( REV 03MW
a
arEglnat eoord( n ere a stady of the
Ca omla tasaetary ofSlate's otAoe.

APR 17 2015
Date: AIL
a©c pad sea +of StAte

COMPANY PROFILE
Co-Developer: Step Up on Second Street, Inc.

Step Up on Second, Inc. (Step Up) will serve as co-developer and service provider focusing on residential coordination and case management for the development proposed for 1318 Fourth Street in Santa Monica.

Step Up was established in 1984, when a woman's love for a family member experiencing a mental health issue searched for services. Finding few, she started a center in Santa Monica offering a supportive environment with meals, activities, job training, life skills, housing assistance and service coordination.

Step Up’s mission is to deliver compassionate support to people experiencing serious mental health issues to help them recover, stabilize, and integrate into the community. Through dynamic partnerships, Step Up provides positive social and learning environments, vocational training, permanent supportive housing, and recovery services to empower individuals to cultivate lives of hope and dignity.

Step Up exercises innovative leadership and advocacy to increase public understanding, support and acceptance of all people living with mental health issues.

Step Up is nationally recognized as a leading mental health center and developer of permanent supportive housing, serving more than 1300 persons across Los Angeles. Because of its evidenced-based practices and longstanding, trusted partnerships in the community, Step Up has recently expanded to San Bernardino and Orange County and will begin serving Riverside County in June 2017. Step Up owns and operates 9 permanent housing communities in Los Angeles County, totalling 222 units for individuals experiencing chronic homelessness and mental health issues, and has placed hundreds of persons -- including Veterans and Transitional Age Youth (TAY) -- in scattered sites units across greater Los Angeles.

Step Up currently has street outreach and engagment teams in Santa Monica, West Hollywood, Hollywood, Beverly Hills and the greater Los Angeles area with the goal of ending homelessness for all seeking permanent housing. In addition to providing permanent housing, Step Up provides long term supportive services including mental health, vocational opportunities, education and advocacy, member-driven supports and socialization, services for transitional age youth, veterans, women, and anyone with a mental health need ages 18 and over.

Step Up is also the property management and services partner for Building 209 on the West Los Angeles VA Medical Center campus, which will house 54 Veterans experiencing chronic homelessness, and is managing two properties for the County of San Bernardino Housing Authority. Additionally, Step Up has partnered with a Florida developer to end chronic homelessness in Central Florida for individuals and families.

Business Name
Step Up on Second, Inc.

Principle in Charge
Tod Lipka, CEO
Location
1328 Second Street
Santa Monica, CA 90401
(310) 394-6889 x1626
(310) 394-6883 fax
Website
www.stepuponsecond.org
Years in Business:
35 Years; Founded in 1984
Step Up Housing & Property Management Experience
1 Building Name and
Location
Number
of units
Number of
Years of
Managing
Building Type Funding Sources/Compliance Step Up Role
Step Up On Second
1328 Second Street
Santa Monica, CA 90401
36 24 years Permanent Supportive
Housing
(Homeless mentally ill)
· Tax Credits
· Shelter Plus Care
· Project Based Vouchers
· Continuum of Care
Owner/Developer
Michaels Village
7160 Sunset Blvd
Los Angeles, CA
32 1 year Permanent Supportive
Housing
(Homeless/mentally ill)
· Federal Home Loan Bank Affordable
Housing Project (AHP)
· Los Angeles Housing Dept. (HCID)
· Community Development Corp.
/HACOLA
· Shelter Plus Care (Project Based
Rental Assistance)
Owner/Developer
Daniels Village
2625 Santa Monica
Blvd, Santa Monica, CA
8 1 year Transitional Aged Youth · City of Santa Monica · MHSA
· Community Development
Corp./HACOLA
Owner/Developer
Tammy Apartments
1146 Tamarind Ave
Los Angeles, CA
10 1 year Permanent Supportive
Housing
(Homeless/mentally ill)
· Community Development Corp.
/HACOLA
· City of Beverly Hills
Owner/Developer
Step Up on 26th
2621, 2622, 2627 26th
Street, Santa Monica,
CA
12 2 years Permanent Supportive
Housing/Low income
Housing
· City of Santa Monica
· Project Based Vouchers
Owner/Developer
Veterans Housing
Partnership
11301 Wilshire Blvd,
Building 209, Los
Angeles, CA 90073
55 1 year Veteran Permanent
Supportive Housing
(Homeless/mentally ill)
· City of LA Project Based Veteran
Vouchers
· Veterans Affairs West LA
Management Agent
Step Up On 5th
1548 5th Street
Santa Monica, CA
46 11 years (JSCO) Permanent Supportive
Housing
(Homeless/mentally ill)
· Tax Credits
· Federal Home Loan Bank Affordable
Housing Project (AHP)
· City of Santa Monica
General Partner
Step Up Housing & Property Management Experience
2 Step Up on Colorado
520 Colorado Ave.

Santa Monica, CA
31 4 years (BMI) Permanent Supportive
Housing(Homeless/mentally
ill)
· Dept. of Mental Health
· Tax Credits
· City of Santa Monica
General Partner
Step Up on Vine
1057 N. Vine St.

Los Angeles, CA
33 7 years (BMI) Permanent Supportive
Housing(Homeless/mentally
ill)
· Federal Home Loan Bank Affordable
Housing Project (AHP)
· Los Angeles Housing Dept. (HCID)
· Community Development Corp.
/HACOLA
· Shelter Plus Care (Project Based
Rental Assistance)
General Partner
Golden Apartments
2312, 2324, 2336 N.

Golden Avenue, San
Bernardino, CA 92404
38 11 months Permanent Supportive
Housing(Homeless/mentally
ill)
· HOME
· Housing Authority of San
Bernardino
Management Agent

PIPELINE PROJECTS
Desert Haven
16959 Stoddard Wells
Road, Victorville, CA
92394
31 Expected to open
1/2020
Permanent Supportive
Housing(Homeless/mentally
ill)
· HOME
· Housing Authority of San
Bernardino
Management Agent
Santa Ana Veterans
Village
68 2020 Veteran Permanent
Supportive Housing
· City Of Santa Ana
· Tax Credits
Secondary Co-Developer
Expected to open 2020
Warley Park, Florida 84 2020 Permanent Supportive
Housing(Homeless/mentally
ill)
· Federal Low income tax credits Secondary Co-Developer Expected to open 2020
Western Apartments 33 Expected to open
1/2020
Veteran Permanent
Supportive Housing
(Homeless/mentally ill)
· City of Los Angeles
· Tax Credits
Co- Developer
Step Up Housing & Property Management Experience
3 Broadway Apartments 35 2020 Veteran Permanent
Supportive Housing
(Homeless/mentally ill)
· City of Los Angeles
· Tax Credits
Co- Developer
Bldg 205 & 208 122 2021 Veteran Permanent
Supportive Housing
(Homeless/mentally ill)
· City of Los Angeles
· Tax Credits
· Veterans Administration
Co- Developer
El Monte Metro Family
Housing
53 4/2022 Families
Veteran Supportive Housing
· Tax Credit Hybrid Project, utilizing
4% and 9%
·
Administrative General Partner

KEY PERSONNEL
Tod Lipka, President and Chief Executive Officer Mr. Lipka holds an M.P.A. degree and an M.S. from USC. With 30 years in managing nonprofits, Mr. Lipka is a seasoned executive. He has been President and CEO of Step Up since 2001. In that time, Step Up has tripled its breadth of service operation and expanded from one supportive housing project to nine projects and counting. Lipka oversees the acquisition, development, and management of 264 permanent supportive housing units, most of which serve individuals experiencing chronic homelessness, utilizing the Housing First model. He personally engages local stakeholders, and meets with key policymakers and constituencies to educate and advocate for effective mental health and housing policies and sustainable resource commitments at the County, State, and Federal levels of government. As an innovator and thought leader, Lipka educates and advocates directly on behalf of the individuals Step Up serves through sharing powerful personal stories from the field, increasing awareness and sharing best practices in the area of mental health, chronic homelessness, and permanent supportive housing.

Aaron Criswell, M.A., Step Up Vice President of Housing Services has been with Step Up since 2002. He is responsible for overseeing all service coordination staff, member services, and supportive housing staff across all properties and scattered sites in which Step Up provides supportive services, including the HUD-VASH program. Mr. Criswell received his M.A. in Clinical Psychology from Pepperdine University, his B.A. in Psychology from the University of Kentucky, and he is a Registered Psychosocial Rehabilitation Practitioner. Aaron came to Step Up on Second working with Portals Mental Health Rehabilitation Services, Boulder County Behavioral Health Program, Portals Partners, Canyon Acres Residential Center, and Mental Health Corporation of Denver, Colorado.

Iris Alcantara, M.B.A., Vice President of Housing Development, joined the Step Up Housing team in 2015. Alcantara is responsible for the critical planning and execution of new permanent supportive housing projects, existing projects, and the overall success of Step Up’s permanent supportive housing initiatives, including Property Management. Alcantara ensures project timelines and deadlines are met; secures the acquisition and development funding for projects; recommends partnership and development opportunities for new housing projects; evaluates new construction, master-lease, rehabilitation, relocations, and project operations to determine project feasibility; oversees project budgets and forecasts and delivers on time and within budget; oversees executed loan agreements and milestones associated with draw requests; maintains and manages relationship with third party property management companies; applies for and maintains property tax exemptions; responsible for insurance related to properties, including loss claims and related repair work; and works with Step Up neighbors.

Tod Lipka
851 Venezia Avenue
Venice, CA 90291
(310) 901-9142
Employment
Chief Executive Officer, Step Up on Second
2001- present
Oversee all operations of this nationally recognized mental health agency with a $25M budget and staff of 200 FTE serving 18200 mentally ill and homeless mentally ill adults each year with comprehensive services; meals, housing, psychiatric and case management support. Support development of strategic vision and board recruitment, implement strategic board vision of increasing permanent housing and supportive services nationwide.
www.stepuponsecond.org
Executive Director, Professional in Human Resources Assn. 1995-2001
Managed 4,000 member professional association serving Southern California corporations and HR professionals. Support extensive volunteer leadership program, board development, public relations, succession planning and manage association events including an annual 5,000 participant conference. Managed staff of eight in providing excellence in service to members. www.pihra.org Director, Second Careers Program
1986-2001
Managed nonprofit temporary employment agency enabling retirees and older workers to re-join the productive ranks of employment. Oversee an ongoing outside temporary workforce of over 100 employees and bank of some 1,000 older workers, managed corporate retiree re-employment program with corporations including ARCO, Los Angeles Times and Transamerica. Quadrupled fees for service revenue through expansion of the temporary service agency, operating on a nonprofit basis. Manage staff of six FTE’s.

Assistant Director, Second Careers Program, Los Angeles 1982-1986
Director, Elderly Outreach & Advocacy Program, Hartford, CT 1978-1980
Outreach Worker, SPA Senior Center, Hartford, CT
1976-1978
Affiliations
• Vistage International
• Santa Monica Rotary Club
• Westside Shelter and Hunger Coalition, member Board of Directors • City of Santa Monica Chronic Homeless Project, Executive Committee member
• Santa Monica Chamber of Commerce Homeless Committee
• Food Providers Task Force, Chair
• Association of Community Human Services Agencies (ACHSA) • American Society of Fundraising Professionals (AFP)
• Westside Mental Health Network
Education
• M.P.A. & M.S., Gerontology
University of Southern California, 1982
• B.A., Sociology
University of Hartford, 1976
Aaron Criswell
11997 Laurelwood Dr. Apt. 5 Studio City, CA 91604
EDUCATION Pepperdine University, M.A. Clinical Psychology July 1994 University of Kentucky, B.A. Psychology May 1991

EXPERIENCE
Step Up On Second, Santa Monica, CA 6/2002 - Present
Vice President of Housing Services 7/2016-Present
o Add oversight of VASH program and VA contracts
o Add oversight of Step Up/Jamboree Housing partnership and HUD/CoC Collaborative in Orange County
o Add oversight of Department of Health Services Intensive Case Management Housing Program Director of Supportive Services 8/2010-6/2016
 Add coordination and oversight of Life Skills and Supportive Services program serving all tenants of Step Up properties:

Step Up on Second, Step Up on Fifth, Daniel’s Village, Michael’s Village The Tammy and Step Up on Vine  Supports, Promotes and Maintains
 Effective communication both internally to SUOS staff and members and externally to City of Santa Monica Human Services Departments, SM Housing Authority and all other local community agencies, and organizations.  Problem-solve interventions with tenants, support the lease-up process, communicate housing information to staff, communicate with Housing Authorities and other outside entities  Acts as agency coordinator for the implementation and management of the City of Santa Monica HMIS.  Acts as agency liaison for the City of Santa Monica specialized programs, including coordination of services for the Chronically-Homeless identified on the Service Registry.  Peer-based recovery model as a family advocate for the Client Run Center  Supervision
 Develops skills of Member Services Program Manager needed to maintain the highest quality service to members, embrace concepts of wellness and recovery and promote quality psychosocial programs.  Directs staff of all City of Santa Monica grants and programs to meet program service objectives and outcomes.  Develops skills of Life Skills Coordinators, and act as liaison between Service Coordinators and Resident Managers to ensure stability and successful housing of all tenants.  Supervises and manages the additional grants and staff as assigned.  Participates in staff hiring process. Conduct 90 day and annual performance reviews for all direct reports  Compliance
 Ensures compliance of all City and County contracts and grants under supervision. Coordinate with City of Santa Monica Human Services Program Managers, Housing Authority and DMH to document appropriately and meet contract budget and revenue requirements.. Ensure compliance with all Quality Assurance activities, monitor charts and review use of program services. Ensure adherence with Patient’s Rights policies and procedures, participate in complaint resolution process with members and community to ensure confidentiality and safety for members and staff. Promote concepts of wellness and recovery with a focus on self determination, human growth and potential and compliance of member’s treatment plans. Ensure timely completion of all reports and internal administrative documentation for self and staff.  Serve as backup on call at all times and assume primary “on call” as needed.  Attend all management level meetings.

Program Director 7/2009
 Add oversight of Client Run Center
Program Coordinator 11/2006
 Add supervision of management staff
Team Leader Case Management and Member Services 6/2002
 Supervise staff of six working as case managers in three Los Angeles Department of Mental Health contracts: DualDiagnosis, Case Management and AB2034(Intensive Case Management with Forensic clients)  Manage daily program operations and service delivery to 125 clients in a psychosocial rehabilitation facility  Quality oversight: maintain Department of Mental Health charts, review clinical content and assess staff training needs and design and implement training
 Manage three City of Santa Monica contracts including: Dual-Diagnosis and Shelter Plus Care Housing Assistance  Oversee daily operation of intake and referral process, Therapeutic and Activity Groups, Housing and Section-8, Life Skills Building and Peer Advocacy
 Involved with County IS system, City of Santa Monica Database and Internal database tracking outcomes and services delivered
Portals Mental Health Rehabilitation Services; Los Angeles, CA 8/1999 - 4/2002 Program Manager PARTNERS ISA and ATCMS 12/2001
 Supervise eighteen staff members
 Responsible for oversight of a $2 million program budget  Manage daily program operations and service delivery to 157 clients  Oversee the provision of and provide crisis-intervention, counseling, dual-diagnosis treatment and intensive case management services to Los Angeles County Department of Mental Health (LADMH) identified high-utilizers of mental health services
 Coordinate enrollment and disenrollment process for ATCMS and ISA  Quality oversight: maintain Department of Mental Health charts, review clinical content and assess staff training needs and design and implement training
Team Leader Adult Targeted Case Management Services (ATCMS) 3/2000 Supervised a team of four licensed clinical staff
 Coordinated service delivery with six agencies both directly-operated by LADMH and contracted through Service Area 4 management meetings
 Managed daily program operations and service delivery to 40 intensive-needs clients  Developed and implemented a training program for agency staff in: LADMH-compliant documentation, clinical interventions with members and goal-setting/treatment planning  Coordinated client enrollment/disenrollment through DMH managed process  Provided direct, clinical service to ten clients
Service Coordinator Adult Targeted Case Management Services (ATCMS) 8/1999 Provided outpatient intensive case management services to ten + clients identified by LADMH as highest utilizers of Mental Health services in the County
 Assisted clients in “stepping-down” from Metropolitan State Hospital and IMDs to a lower level of care in the community
 Provided family interventions, dual-diagnosis treatment and crisis-intervention as indicated Boulder County Behavioral Health Program; Boulder, CO 4/1998 - 7/1999 Outpatient Substance Abuse Counselor
 Provided outpatient therapy to substance-dependent adults in Boulder County  Performed drug and alcohol legal evaluations (1178) for the court and Department of Probation.  Provided case-management and coordinate services with Probation, Department of Social Services, and homeless shelter  Facilitated a recovery skills education group, dual-diagnosis group and a therapy group Mental Health Corporation of Denver, CO 5/1997 - 3/1998 Mental Health Therapist/Vocational Specialist
 Provided psychological evaluations/problem identification, crisis interventions, and individual, group and/or family therapy to adults with persistent mental illness.
 Assisted clients in establishing individual service plans to facilitate utilization of needed services and community resources.
 Facilitated employment opportunities for clients through coordination with vocational services.  Co-facilitated a dual-diagnosis group.
 Assisted in the hiring process for staff at the facility.

Portals Partners--Integrated Services Agency; Los Angeles, CA 11/1994 - 3/1997 Team Leader 9/1996
 Directly supervised team personnel providing services to severely and persistently mentally ill adults in a psychosocial, managed-care environment.
 Collaborated with the Program Director on project proposals and prepared status reports for management.  Responsible for supervision of the activities of three individuals and their caseloads, assessment and Quality Assurance to ensure all documentation meet State and County requirements.

Service Coordinator 4/1995
 Provided intensive case management to severely and persistently mentally ill adults.  Responsible for 24-hour emergency/on-call services and provided crisis-intervention as needed.  Utilized individual, group, and family counseling and interventions.  Worked with dually diagnosed persons through individual and group counseling.  Collaborated with multiple community resources to enhance the services my clients received.  Duties included: documentation of all services provided, participation in meetings and team-building, and assessments and intake coordination for new members.
 Additionally, I was the chairperson for the Steering Committee to assist the Member Council and active in coordinating outdoor and camping trips.

Residential Counselor 11/1994
 Provided case-management and support for mentally ill adults in a long-term residential facility.  Facilitated groups including independent living skills, substance-abuse/dual-diagnosis, and men’s group.  Provided emergency crisis-intervention and management services.  Responsible for daily progress notes, dispensation of medication, and intake interviews.

Canyon Acres Residential Center, Anaheim Hills, CA 10/1993- 7/1994 Adolescent Residential Counselor
 Provided supervision and support to severely emotionally disturbed adolescent males and females living in a group home.  Duties included: transportation, daily administration of medication, crisis-intervention, documentation, food preparation, and socialization.

References available upon request

ACHIEVEMENTS AND MEMBERSHIPS
 Registered Psychosocial Rehabilitation Practitioner
 Pepperdine Alumni Association
 Awarded the Deiderich Educational Trust--A full scholarship to undergraduate and graduate education  Member of Psi-Chi Honor Society
 Participate in RFP grant-writing and proposals
 Member of Westside Shelter and Hunger Coalition
Iris Alcantara
E-mail: [email protected]
Cell: (213) 590-0104
Objective To work for an organization that will enable me to contribute to the growth of the organization by utilizing my knowledge, skills and experience.

Experience Vice President of Housing Development
Step Up On Second Street, Inc. (August 2015-Present) Santa Monica, CA  Responsible for the critical planning and execution of new permanent supportive housing projects, existing projects, and the overall success of Step Up’s permanent supportive housing initiatives including Property Management.
 Ensures project timelines and deadlines are met;
 Secures the acquisition and development funding for projects;  Recommends partnership and development opportunities for new housing projects;  Evaluates new construction, master-lease, rehabilitation, relocations, and project operations to determine project feasibility;
 Oversees project budgets and forecasts and delivers on time and within budget;  Oversees executed loan agreements and milestones associated with draw requests;  Applies for and maintains property tax exemptions;
 Responsible for insurance related to properties, including loss claims and related repair work • Oversee Step Up Property Management & Asset Management departments • Monitor the physical condition of Step Up's properties and implement improvements • Ensure all subsidies are calendared, applied for and collected including COSR and TAY. • Create, propose and implement long term asset management plans for each Step Up property. • Work on the implementation of annual rental increases • Set goals and objectives for each property
• Find and implement strategies to improve asset performance, aesthetics and livability including energy and building improvements, bill reduction programs, capital improvements, etc.
• Review documents related to compliance reporting to limited partners, funders and other agencies and use judgment, experience and professional skills to identify documents necessary for reporting requirements and asset management recordkeeping; • Prepare and submit reports to public agencies, lenders and financial partners regarding the status of project operations.
• Prepare and submit required compliance reports in a timely fashion including TCAC certifications.
• Ensure projects are properly managed and operated in compliance with required regulatory restrictions.
• Monitor Step Up’s community portfolio compliance matrix.

Asset Management Consultant
Open Eaves Consulting (July 2014- June 2015), Glendale, CA  Provide asset and property management consulting services to small non-profit organizations in the county of Los Angeles
 Submit reports quarterly, bi-annually, annually to monitoring agencies and or investors (NEF) for owners
 Conduct building inspections for affordable housing projects within Los Angeles county (LACDC, LAHD, TCAC, HUD)
 Oversight of compliance for clients and file reviews as needed (Move ins, recertifications and provide training to onsite staff)
 Assist the Director of Asset Management with analyzing financials and providing input of building operation and setting goals to improve cash flow  Review and assist with reporting requirements (Property Tax Welfare Exemptions, TCAC audits/reports, UFI reports and corrections)
 Assisted owner in rent increase implementation project for all projects to improve cash flow
 Responsible for the oversight of small business city requirements and deadlines  Provide administrative support as requested
Property Supervisor
Little Tokyo Service Center, CDC (1/2006- 6/2014) Los Angeles, CA  Daily Property Management functions
 Oversight of rent collections, payables approval, monitor financial statements for all buildings in portfolio to ensure compliance and monitor expenses and preparing budgets for all buildings in portfolio
 Marketing and screening of housing applicants, handling tenant evictions, and other tenant issues and or requests
 Responsible for quarterly reporting and annual reporting: CRA, TCAC, CALHFA, LAHD, Urban Futures, HCD
 Hire, train, develop on site staff (Property Coordinators, Resident Managers, Assistant Managers, Maintenance, Office Clerks)
Asset Management Associate
A Community of Friends (9/2002-12/2005) Los Angeles, CA  Administer the number of vacancies for 23 operating buildings  Gather and collect reports from Resident managers and property management agents for reporting to investors, lenders and other regulatory agencies  Responsible for quarterly and annual reporting: Welfare exemptions, TCAC annual reports, AHP, CCRC, LAHD and HCD
AmeriCorps Intern
A Community of Friends (9/2000-9/2002), Los Angeles, CA  Assist the Director of Asset Management and Facilities Manager with daily property management functions
 Attend building community meetings, responsible for meeting minutes and reporting back to the department
 Faxing, mailing correspondence, answering and gathering information requested by department, management agent and on site resident managers Receptionist
Venice Community Housing Corporation (3/00-6/00), Venice, CA  Assisting the Controller, answering telephones, typing, filling, and other administrative duties Education
 Housing Development Training Institute Fundamentals, Project Management Certificate – September 2019
 Biola University: (MBA) Master’s in Business Administration – December 2016  Biola University: Bachelor’s of Science in Organizational Leadership- December 2011  Tax Credit Allocation Committee Advance and Basic compliance training completed annually  HUD training completed compliance and fair housing – completed annually  LISC-Asset and Property Management Training-Completed in 2007  LISC-Resident Manager Training- Completed in 2005
Step Up on Second Organizational Chart – August 2019
Board of Directors
President/CEO
Tod Lipka
Chief Operations Officer –
Barbara Bloom, LCSW
Chief Vocational & Peer
Services – Amy Stone
Chief Development Officer
Deidre Strohm
Asset Compliance
& Property
Coordinators
Adriana Ocon
Dir of Development
Julia Salazar
Daniel’s Village
Santa Monica
Step Up on Vine
Hollywood
Michael’s Village
Hollywood
Step Up on Colorado -
SM
Daniel’s Place
Program Mgr
Maria Jeffery
VP Inland Empire
Housing First Programs
Vacant
DMH FSP Adult /

AOT / MIST / RRR
SUOS – Asst PM -
Seerat Jammu
SA 4 Homeless FSP
Program Manager
Jill Drenth, LCSW
Team Members
City of SM
Sanctuary
Team Members
The Tammy
Hollywood
Chief Financial Officer
Judson Leibee
Controller
Teleza Williams
Property Accountants
Teri O’Hara
VACANT
Director of Nursing &
Medication Support
Annette Hester

DMH RRR, YDP, CCF
& Housing FSP
Isabel Kindberg, LCSW
VP of Human Resources
Apryll Thomas
Step Up on Fifth Santa
Monica
VP of Housing
Development
Iris Alcantara
Director HUD VASH
Rebecca Ricci, LCSW

DHS ICMS - HW
Team Members
CLASP Beverly Hills
Team Members
Dir Health
Information Systems
Josh Ladue
VP Clinical Programs
David Tavlin, LMFT
SM-Lead Life Skills
Coordinator I
Steve Elam
Money Management
Program Manager
Daniel Urbina
Money
Management
Team Members
Warley Park –
Florida
Life Skills Team
members

HUD VASH
Clinical Manager
Catherine Fellowes
Accounting Clerks
WLA VA Blgds 205,
208, 209
Job Coaches
Facilities
Robert Moore
Director of Clinical
Development
Rachael Radis
VP Housing Services
Aaron Criswell, MA

WEHO MIT & WEHO
RRR
Asst PM
Clifford Roberts, LCSW
& Team Members
VP of
Development
Vacant
Step Up on 26th
Santa Monica
SB County HEAP
SB City ESG
All HUD Rental
Assistance &
Compliance
Team Members
Development
Coordinator
Tim Glaves

SBC DBH FSP
Program Manager
Christina Alves,
LMFT
OC / Jamboree
Team Members
Building 209
Life Skills Program
Team Members
DHS ICMS – HW PM/s
Jonathan R./Christina C.

Director Westside
Clinical Programs –
SA 5
Golena Akhteh
Director Hollywood
Clinical
Programs SA 4
Emily James, LCSW
QA/QI Director
Misty Aronoff
Riverside CoC HUD
Supportive Svcs
Program Manager
Alberto Rivera
& Team Members

SBC DBH FSP &
SBCty HUD
Residential Support
Team Members
DMH FSP TAY/ Adult
/ RRR Ocean Park–
Asst PM - Jai Long
Director of IE
Housing Services
Greg Coffos, MA
Development
Manager
Kelly Martin
Consultants
Resident Managers
Team Members
Step Up on Second
Santa Monica
Executive Assistant
Julie Allen
Accountants
Josie Dill (SR Acct)
Tanaz Masachi
IT
Consultant
Director of ICMS-PSH
Marc Van Asselt, LCSW
HUD VASH Team
Members
HR Staff
Genay Watkins
Kimberli Young
DBH Director of
Clinical Services &
SBCty Residential
Support
Christy Brady, LMFT
SA 4 ISR & Adult FSP
Program Manager
Elana Golan, LCSW
Director of ICMS &
Health Homes
Makesha Satterwhite
& Team Members
Director of ICMS-TB
Ivan Garcia, MPH
SA 3, 4 & 5 HUD CoC
Rental Assistance Dept
Program Manager
Jamie Guffey
Step Up PSH Life
Skills/ICMS staff
members:

Step Up on Second
Step Up on Fifth
Daniel’s Village
Step Up on 26th
Michael’s Village
The Tammy
Step Up on Vine

DHS ICMS - SM
Program Manager
Francisco Tellez
Building 205, 208
Life Skills Program
Team Members
West Third – Veterans’
Housing
Life Skills Program
Team Members
Western – Veterans’
Housing
Life Skills Program
Team Members
Social Enterprises
Café &
Janitorial Services
Meals programs
Peers Lead Hollywood, SM, DP
Program
Julies Room
Learning Center
Reception
Meals
Client Services
Program
Manger
Lance Moore
Director of
Vocational Services
Frank Hendricks
Community
Employment
Program Manger
Sonya Paterniti
Employment
Specialists

HLLYWD/SM
/TAY/DOR/VET
Team Members
Operations
Program Manager
Ariella Spector
2 nd St. DMH Client
Run Center –
Team Members
Major Gifts Officer
Nicole Gilley
Donor Information
Manager
Ed Reynolds
VISTA
AmeriCorps
Volunteer
Coordinator
Carolyn Healy
Grant Writer
Vacant
Community
Engagement
Manager
Vacant
Atlanta Step
Up/Pathways
Housing First
Programs
Program
Manager: Arthur
Murray and team
Program Administrator
Angela Hilt
STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 1

AMENDED AND RESTATED BYLAWS OF
January 20, 2018

ARTICLE I
NAME
The name of this corporation shall be
STEP UP ON SECOND STREET, INC.

ARTICLE II

OFFICES
SECTION 1. PRINCIPAL OFFICES
The principal office for the transaction of the business of the corporation (“principal office”) is located at 1328 Second Street, City of Santa Monica, County of Los Angeles, State of California. The directors may change the principal office from one location to another in the State of California. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE III

OBJECTIVES AND PURPOSES
This corporation has been formed under the California Nonprofit Public Benefit Law for the purposes stated in the Articles of Incorporation, as amended from time to time. The specific purpose of this corporation shall be to provide compassionate support to people experiencing serious mental health issues, especially individuals who are chronically homeless, to help them recover, stabilize, and integrate into the community, and to carry on other charitable and educational activities associated with the foregoing goals as allowed by law. The corporation will seek to accomplish this purpose through dynamic partnerships STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 2
that provide positive social and learning environments, vocational training, development and operation of permanent supportive housing projects and other opportunities, and recovery services that empower individuals to cultivate lives of hope and dignity. Through the exercise of innovative leadership and advocacy this corporation will seek to increase public understanding, support and acceptance of all people living with serious mental health issues.

The objectives of this corporation shall be:
(a) In general, to receive and administer funds for educational and charitable purposes, and to that end to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly with any other person, persons or corporation, any property, real, personal, tangible or intangible, or any undivided interest therein, without limitations as to amount or value; to sell, convey or otherwise dispose of any such property and to invest, reinvest or deal with the principal or the income thereof in such manner as, in the judgment of the directors, will best promote the purposes of the corporation without limitations, except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, of the corporation, these Bylaws or any laws applicable thereto. (b) In general, to do any and all acts and things, and to exercise any and all powers which it may now or hereafter be lawful for the corporation to do or exercise under and pursuant to the laws of the State of California, and any other state in which this corporation is qualified to conduct business, for the purpose of accomplishing the specific purpose of the corporation. (c) The purposes for which the corporation is organized shall be confined to those which are strictly educational and charitable. (d) Provide a process for low income program beneficiaries to advise the organization in all of its decisions regarding the design, siting, development, and management of housing projects with HOME-funding.
(e) Maintain at least a one-third governing board membership composed of residents or representatives of low-income communities.

ARTICLE IV

NONPARTISAN ACTIVITIES
STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 3
This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

ARTICLE V

DEDICATION OF ASSETS
SECTION 1. DEDICATION OF ASSETS
Property of this corporation is irrevocably dedicated to educational and charitable purposes and no part of the net income or assets of this corporation shall ever inure to be used for any other purpose.

SECTION 2. DISTRIBUTION OF ASSETS UPON DISSOLUTION
(a) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to the Mental Health Association In Los Angeles County, a California nonprofit public benefit corporation, or any successor organization, to be used for charitable and educational purposes in promoting educational, vocational, social and other services to adults suffering serious mental health issues so long as said corporation has established its tax exempt status under Section 501(c)(3) of the United States Internal Revenue Code or the corresponding provisions of any future United States internal revenue law and which has also established its tax exempt status under Section 27301(d) of the California Revenue and Taxation Code, or the corresponding section of any future California revenue and tax law. (b) In the event the Mental Health Association In Los Angeles County or any successor organization does not exist or has not established its tax exempt status, then upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a fund, foundation, corporation or organization which is organized and operated exclusively for charitable and STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 4
educational purposes which has established its tax exempt status under Section 501(c)(3) of the United Stated Internal Revenue Code of 1986 or the corresponding provisions of any future United Stated internal revenue law and which has also established its tax exempt status under Section 27301(d) of the California Revenue and Taxation Code, or the corresponding section of any future California revenue and tax law.

ARTICLE VI

MEMBERS PROHIBITED
The corporation shall not have any members, as defined by California Corporations Code Section 5056 (“Members”). 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 of Directors. All rights which would otherwise vest under the California Nonprofit Corporation Law in the Members shall vest in the directors.

ARTICLE VII

DIRECTORS
SECTION 1. POWERS
(a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the directions of the Board of Directors.
(b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
(i) Select and remove all officers of this corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and these Bylaws; and fix their compensation, if any.
(ii) Change the principal office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; and STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 5
designate any place within or outside the State of California for the holding of any meetings of the Board of Directors, including annual meetings. (iii) Adopt, make and use a corporate seal and alter the form of the seal.
(iv) 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 evidence of debt and securities.
(c) Duties of Care and Loyalty. It is the obligation of each director of the corporation to perform his or her duties in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. This obligation extends to all activities a director performs in that capacity including, without limitation, duties as a member of any committee of the Board on which a director may serve. In the administration of the powers to make and retain investments and to delegate investment management of corporate funds, the Board shall consider, among other relevant considerations, the long and short term needs of the corporation in carrying out its purposes, its present and anticipated financial requirements, expected total return on the corporation's investments, price level trends, and general economic conditions.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
Any person 18 years of age or older may be nominated or elected to serve as a director. Directors need not be residents of the State of California. The Board shall have not less than ten (10) nor more than sixteen (16) directors. The number of authorized directors shall be set by an affirmative vote of a majority of the directors then in office. No reduction of the authorized number of directors shall have the effect of shortening the term of any incumbent director. At all times, no less than one-third (1/3) of the directors shall be low income community members. The Board shall include at least one director who represents the consumer mission of the corporation and who currently is a consumer of the corporation's services.

SECTION 3. TERM OF OFFICE
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Each director shall hold office for a term of two (2) years or until such director’s successor is duly elected and qualified under Section 2 of this Article VII. No person shall serve as a director for more than four (4) consecutive terms.

A director who has served the maximum number of terms may be eligible to serve as a director after two years has elapsed since that person was last a director.

SECTION 4. ELECTION OF DIRECTORS
(a) Nomination. Any person qualified to be a director under Section 2 of this Article VII of these Bylaws may be nominated by any Board member, by a nominating committee established by the Board or by any other method authorized by law.
(b) Election. Directors shall be elected, as needed, at each regular meeting of the Board of Directors. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Whenever there shall be an election to fill a seat on the Board of Directors, each director shall cast one vote for each director to be elected. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Directors shall be eligible for re-election subject only to the restrictions set forth in Section 3 of this Article VII, provided they continue to meet the qualifications required by Section 2 of this Article VII of these Bylaws.

SECTION 5. VACANCIES, RESIGNATION AND REMOVAL
(a) Vacancies on the Board shall exist (i) upon the death, resignation or removal of any director, or (ii) whenever the number of authorized directors is increased.
(b) Any director may resign effective upon giving written notice to the Chairperson, the Secretary, or the Board. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. No director may resign if such resignation will leave the corporation without at least one duly elected director in charge of its affairs except upon notice to the Attorney General of the State of California. (c) A reduction of the number of authorized directors shall be effective only upon the expiration of the then-current directors' terms of office or upon the STEP UP ON SECOND STREET, INC.
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occurrence of any other vacancy on the Board, unless the reduction or the amendment also provides for the removal of one or more specified directors. (d) Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by:
(i) The unanimous written consent of the directors then in office; (ii) The affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or a waiver of notice complying with this Article of these bylaws; or
(iii) A sole remaining director.
(e) A person elected to fill a vacancy as provided by this Section shall hold office until the next election of the Board or until his or her death, resignation or removal from office.
(f) The Board may, by resolution, vote to declare vacant the office of a director who has been adjudged of unsound mind by a final order of court, or convicted of a felony, or having been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the Nonprofit Corporation Law.
(g) A director may be removed without cause by the vote of a majority of the directors then in office.

SECTION 6. RESTRICTION ON INTERESTED DIRECTORS
Notwithstanding any other provision of these bylaws, not more than 49 percent of the persons serving on the Board may be interested persons. An "interested person" is:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months excluding any reasonable compensation paid to a director as director. For purposes of this definition, compensation means payment as a full or part-time employee, an officer, a contractor, a vendor or otherwise.
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 7. REGULAR AND ANNUAL MEETINGS
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Regular meetings of the directors shall be held at least three (3) times per year at a place and time to be determined by the Board. The last regular meeting of the calendar year shall be the annual meeting.

At the annual meeting, the Board shall undertake the election of officers, the election of directors as needed, and the transactions of other business.

SECTION 8. SPECIAL MEETINGS
Special meetings of the Board may be called by the Chairperson, a Vice Chairperson, the President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or outside the State of California, designated by the person or persons calling the meeting, or in the absence of such designation, at the principal office of the corporation.

SECTION 9. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
(a) Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting, or if not so designated, at the principal office of the corporation. (b) Any director may participate in a meeting, and any meeting of the Board may be held by, conference telephone, video screen or other transmission, provided the requirements specified below are met. A director who participates in a meeting by such means shall be considered present in person for that meeting.
(i) In the case of a meeting held by conference telephone or video screen, all directors participating in the meeting are able to hear one another.
(ii) In the case of other electronic transmission:
(A) Each director participating in the meeting can
communicate with all other members concurrently, and
(B) Each director is provided the means of participating in all matters before the Board, including, without
limitation, the capacity to propose or to interpose an
objection to a specific action to be taken by the
corporation.

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SECTION 10. NOTICE OF MEETINGS
(a) Subject to subsection (c), below, notices of Board meetings are valid if made by:
(i) First-class mail, postage prepaid;
(ii) Personal delivery of a written notice;
(iii) Delivery by overnight courier or private delivery service that can be and is confirmed;
(iv) Telephone, including a voice messaging system or other technology designed to record and communicate messages, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate that notice promptly to the director;
(v) Facsimile;
(vi) Electronic mail (e-mail); or
(vii) Other electronic means.
(b) Notwithstanding the above, notice may only be provided by facsimile, e-mail or other electronic means:
(i) To a director who has given his or her consent to receive notice by such means, and
(ii) That creates a record that is capable of retention, retrieval and review of such notice is recorded and may be rendered into a clearly legible, tangible form.
(b) Notice of regular meetings need not be given if fixed by a resolution of the Board that is noted in minutes distributed to all directors. Otherwise, notice of regular meetings shall be valid if made no less than 14 days prior to the date of the meeting. Notice of special meetings shall be valid if made at least 48 hours prior to the date and time of the meeting except for notice by mail which is not valid unless made four days prior to the date of the meetings. (c) All notices of Board meetings shall be given or sent to the director's address, telephone number, fax number or e-mail address as shown on the corporation's records.
(d) The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, nor the place of the meeting if it is to be held at the principal office of the corporation.

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(e) Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than 24 hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than 24 hours from the time of the original meeting.

SECTION 11. QUORUM
A majority of the directors in office shall constitute a quorum for the transaction of business. 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 of Directors, subject to the provisions of the California Nonprofit Corporation Law, except where prohibited by these bylaws or the law. 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 that meeting. Except as otherwise provided in these bylaws or by law, no business shall be considered by the Board at any meeting at which a quorum is not present. The only motion which is permitted at a meeting at which a quorum is not initially present is a motion to adjourn. A majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

SECTION 12. WAIVER OF NOTICE
Notice of a meeting of the Board need not be given to any director who:
(a) Either before or after the meeting:
(i) Signs a waiver of notice;
(ii) Signs a written consent to the holding of the meeting; (iii) Approves of the minutes of the meeting; or
(b) Attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of proper notice to him or her.

The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

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SECTION 13. ACTION WITHOUT A MEETING
(a) Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively (i.e., in one or more identically worded documents) consent in writing or electronic transmission (pursuant to subsection (b) below) to such action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the Nonprofit Corporation Law or Section 6 of this Article VII of these Bylaws shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board. (b) Written consent may be made by:
(i) Facsimile telecommunication or electronic mail (e-mail) when such transmission is directed to the facsimile number or e-mail address, respectively, that the corporation has provided from time-to-time to directors for sending communications to the corporation;
(ii) Posting on an electronic message board or network that the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting; or (iii) Other means of electronic communication,
as to which the corporation has placed in effect reasonable measures to verify that the sender is the director purporting to send the transmission and that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

SECTION 14. PRESIDING OFFICER
Meetings of the Board shall be presided over by the Chairperson or, in his or her absence, by the Vice Chairperson, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, a Vice Chairperson designated by the Board of Directors, or, in the absence of each of these persons, by a person chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that, in STEP UP ON SECOND STREET, INC.
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his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

SECTION 15. SELF-DEALING
The corporation shall not enter into any contract or transaction with any (i) director of the corporation, (ii) officer of the corporation, or (iii) corporation, firm, association, or other entity in which one or more of this corporation's directors or officers are directors or officers or have a material financial interest, or in which any of these parties are or will be directly or indirectly interested, unless:
(a) The material facts regarding that director's or officer's financial interest in such contract or transaction, or regarding such common directorship, officership, or financial interest, are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board, prior to consideration by the Board of such contract or transaction;
(b) Such contract or transaction is authorized in good faith by a vote of the majority of the Board without counting the votes of the interested directors; (c) Before authorizing or approving the transaction, the Board considers and in good faith decides, after reasonable investigation, that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
(d) At the time the transaction is entered into (i) the transaction is fair and reasonable to the corporation, and (ii) the corporation entered into it for its own benefit.

SECTION 16. COMPENSATION
Directors shall serve without compensation, although they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in this Article VII of these Bylaws.

Directors may be compensated for rendering services to the corporation in any capacity other than director only if such other compensation is reasonable, allowable and has been authorized under the provisions of Sections 6 and 15 of this Article.

SECTION 17. LOANS TO OFFICER OR DIRECTORS
(a) The corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the STEP UP ON SECOND STREET, INC.
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Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursement for such expenses by the corporation, its parent, or any subsidiary.
(b) The provisions of this Section do not apply to:
(i) The payment of premiums in whole or in part by the
corporation on a life insurance policy on the life of a director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value; or (ii) A loan of money to or for the benefit of an officer in circumstances where the loan is necessary, in the judgment of the Board, to provide financing for the purchase of the principal residence of the officer in order to secure the services or continued services of the officer and the loan is secured by real property located in California.

ARTICLE VIII

COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
This corporation shall have an Executive Committee consisting of the Chairperson, Vice Chairperson, Secretary, Treasurer and such other directors as may be elected to the Executive Committee by the Board. Except as set forth in Section 3 of this Article VIII of these Bylaws, the Executive Committee shall have the full authority of the Board at all times when the Board is not in session. The Executive Committee shall meet monthly and as otherwise determined by the Chairperson, Vice Chairperson, the Secretary, or any two members of the committee. For purposes of notice, all meetings of the Executive Committee shall be deemed special meetings. The Chairperson shall serve as Chair, and the Secretary shall serve as Secretary, of the Executive Committee.

SECTION 2. OTHER COMMITTEES OF THE BOARD
The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. (Non-directors may STEP UP ON SECOND STREET, INC.
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not serve on committees except as non-voting, advisory members.) Other than the Executive Committee, committees of the Board shall have such authority as is delegated in a resolution duly adopted by the Board. By a majority vote of the directors then in office, the Board may at any time revoke or modify any or all of the authority delegated to any committee of the Board, increase or decrease, but not below two (2) the number of members of any committee of the Board, and fill vacancies in any committees of the Board from the members of the board. All committees shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 3. RESERVATION OF AUTHORITY
The following powers are reserved to the Board of Directors as a whole and may not be delegated to any committee thereof:
(a) Filling vacancies on the Board of Directors or in any committee of the Board;
(b) The amendment or repeal of these Bylaws or the Articles of Incorporation, or the adoption of new Bylaws or Articles of Incorporation. (c) The amendment or repeal any resolution of the Board which, by its express terms, is not so amendable or repealable;
(d) Establishing any other committees of the board or appointing any members of committees of the Board;
(e) Expending corporate funds to support a nominee or director after there are more people nominated for director than can be elected; (f) Approval of any transaction (i) to which the corporation is a party and one or more directors have a material financial interest; or (ii) between the corporation and one or more of its directors or between the corporation and any person in which one or more of its directors have a material financial interest.

SECTION 4. AUDIT COMMITTEE
If in any fiscal year in which the corporation has gross revenues of $2 million (exclusive of grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received) or more, this corporation shall have an Audit Committee. Notwithstanding the STEP UP ON SECOND STREET, INC.
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other provisions of this Article, the Audit Committee shall have the following duties and composition:
(a) It shall be the duty of the Audit Committee to:
(i) Recommend to the Board of Directors the retention and termination of the independent auditor;
(ii) Confer with the auditor to satisfy the committee members that the financial affairs of the corporation are in order;
(iii) Review and determine whether to accept the audit; and (iv) Approve performance of any non-audit services to be provided by the auditing firm.

In addition, the Audit Committee may negotiate the compensation of the auditor on behalf of the Board.
(b) The Audit Committee shall be composed of at least one person. Audit committee members need not be directors of the corporation. In addition, the composition of the Audit Committee shall be restricted as follows:
(i) The corporation's Chief Executive Officer, Treasurer any paid staff, and anyone who does business or has any financial interest in any entity that does business with the corporation may not be on the Audit Committee.
(ii) If the corporation has a finance committee, its members must comprise less than 50% of the Audit Committee and the Chairperson of the finance committee may not serve on the Audit Committee.

SECTION 5. ADVISORY COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only and shall be clearly titled as "advisory" committees.

SECTION 6. MEETINGS AND ACTION OF COMMITTEES
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Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article VII of these Bylaws, concerning meetings of directors, with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. 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 of Directors may adopt rules for governance of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE IX

OFFICERS
SECTION 1. OFFICER
The officers of the corporation shall be a Chairperson of the Board ("Chairperson"), Vice Chairperson, Secretary, and Treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Chairpersons, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accord with the provisions of Section 3 of this Article IX. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as either the Chairperson of the Board or the Vice Chairperson.

SECTION 2. ELECTION OF OFFICERS
The officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article IX, shall be elected by the Board of Directors at the annual meeting and shall serve a term of two (2) years, subject to the rights, if any, of an officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint, and may authorize the Chairperson of the Board or the Vice Chairperson of the Board or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the STEP UP ON SECOND STREET, INC.
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duties specified in the Bylaws or determined from time to time by the Board of Directors.

SECTION 4. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, 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 by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.

SECTION 5. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified, acceptance by the Board shall not be necessary to make it effective.

Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 6. VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that office.

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(c) Secretary. The Secretary shall:
(i) Certify and keep, or cause to be kept, at the principal office of the corporation the original, or a copy, of the Articles of Incorporation and of these bylaws, as amended or otherwise altered to date.
(ii) Keep, or cause to be kept, at the principal office of the corporation or at such other place as the Board may direct, a book of minutes of all meetings, proceedings and actions of the Board and of committees of the Board. The minutes of meetings shall include the time and place the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; how notice was given and to whom; the names of the persons present at the Board and committee meetings; the actions taken and decisions made by the Board at that meeting, including the votes for, against and in abstention of each such action or decision, and may also include how each director voted on such action or decision.
(iii) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
(iv) Be custodian of the records and of the seal of the corporation, if there is a seal, and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these bylaws and by the Board. (v) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, these bylaws as amended to date, the Articles of Incorporation as amended to date, the minutes of the proceedings of the directors of the corporation, and the corporation's applications for tax exemption.
(vi) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board.
(d) Treasurer. The Treasurer shall:
(i) Keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties STEP UP ON SECOND STREET, INC.
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and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Books of account shall be maintained in accordance with applicable Generally Accepted Accounting Principles.
(ii) Send, or cause to be given, to the directors such financial statements and reports as are required to be given by law, by these bylaws, or by the Board.
(iii) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the books of account of the corporation.
(iv) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and (i) 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 the Board may designate, and (ii) disburse, or cause to be disbursed, the corporation's funds as the Board may order.
(v) Render to the Chairperson and directors, whenever
requested, an account of any or all of his or her transactions as Treasurer, and of the financial condition of the corporation.
(vi) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (vii) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board.
(viii) If required by the Board, 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 the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer upon his or her death, resignation, retirement, or removal from office.
(ix) Provide, or cause to be provided, to the public, all filings required to be disclosed and made generally available to the public in the STEP UP ON SECOND STREET, INC.
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form or forms required by the Internal Revenue Service and all other tax regulation and charitable solicitation regulation authorities, or by statute.

SECTION 8. CHIEF EXECUTIVE OFFICER
In addition to the officers, as listed in Section 1 of this Article IX of these Bylaws, this corporation shall have a Chief Executive Officer. Subject to the control of the Board, the Chief Executive Officer shall be the chief executive officer of this corporation and shall generally supervise, direct and control the corporation's activities and affairs. The Chief Executive Officer shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board. The Chief Executive Officer shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these bylaws, or which may be prescribed from time to time by the Board. The Chief Executive Officer shall be a non-voting advisory member of the Board and the Executive Committee. At the Board's discretion, the Chief Executive Officer may also carry the title of “President.”

ARTICLE X

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS
SECTION 1. DEFINITIONS
For 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) “Expenses” includes, without limitation, all attorneys’ fees, costs and any other expense incurred in the defense of any claims or proceedings against STEP UP ON SECOND STREET, INC.
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an agent and all attorneys’ fees, costs and other expenses incurred in establishing a right to indemnification under this Article.

SECTION 2. 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 him or her, then the provisions of Sections 3 through 5 of this Article shall determine whether the agent is entitled to indemnification.

SECTION 3. ACTIONS BROUGHT BY PERSONS

OTHER THAN THE CORPORATION
Subject to the required findings to be made pursuant to Section 5, 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 any officer, director or person granted related status by the Attorney General, or by the Attorney General on the grounds 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 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 4. 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 incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
(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 STEP UP ON SECOND STREET, INC.
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corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following criteria 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 5. 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 interests of this corporation, and with such care, 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 his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his or her conduct was unlawful. (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 of Directors by a majority vote of a quorum, consisting of 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.

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a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 23
SECTION 6. LIMITATIONS
No Indemnification or advance shall be made under this Article in any circumstances when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, a resolution of the Board, 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 7. 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 8. 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 hereof, may be entitled by contract or otherwise.

SECTION 9. INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing 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.

ARTICLE XI

RECORDS AND REPORTS
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a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 24
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
(a) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (b) Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; and
(c) Copies of all filings made to the Internal Revenue Service, the California Franchise Tax Board, California Secretary of State, and California Attorney General that the corporation is required, by statute or regulation, to make generally available to the public.

All such records shall be kept at the corporation’s principal office, or if its principal office is not in the State of California, at its principal business office in this state.

SECTION 2. MAINTENANCE AND INSPECTION OF

ARTICLES AND BYLAWS
The corporation shall keep at its principal office, or if its principal business office is in this state, the original or a copy of the Articles and bylaws as amended to date.

SECTION 3. 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 4. ANNUAL REPORT TO BOARD OF DIRECTORS
STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 25
Not later than 120 days after the close of the corporation’s fiscal year, the Chairperson of the Board shall cause an annual report to be sent to each member of the Board of Directors. Such 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 of disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and
(e) Any information required by Section 5 of this Article.

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

SECTION 5. ANNUAL STATEMENT OF CERTAIN

TRANSACTIONS AND INDEMNIFICATIONS
No later than the time the corporation gives its annual report, if any, to the directors, and in any event no later than 120 days after the close of the corporation’s fiscal year, the corporation shall prepare and mail or deliver to each director a statement of the amount and circumstances of any transaction or indemnification of the following kind:
(a) Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in which either of the following had a direct or indirect financial interest:
(i) Any director or officer of the corporation, its parent or subsidiary (a mere common directorship shall not be considered such an interest); or
STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 26
(ii) Any holder of more than 10% of the voting power of the corporation, its parent or its subsidiary; if such transaction involved over $40,000, or was one of a number of transactions with the same person involving in the aggregate, over $40,000.
(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation pursuant to Article X hereof, unless such indemnification has already been approved by the directors pursuant to Section 5(b)(i) of Article X.

ARTICLE XII

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
Except as otherwise provided in these bylaws, the Board may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES
The Board shall determine who shall be authorized from time to time on the corporation's behalf to sign checks, drafts and other orders for payment of money. Such authority may be general or confined to specific instances.

SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

SECTION 4. GIFTS
The Board may accept on behalf of the corporation, any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

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a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 27
SECTION 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS The Chairperson or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer. Notwithstanding the above, the Board shall vote or direct the Chairperson with respect to matters involving this corporation's membership in other nonprofit corporations.

ARTICLE XIII

CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation 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 XIV

AMENDMENTS
SECTION 1. AMENDMENT OF BYLAWS
Subject to any provision of these bylaws or to any law applicable to the amendment of bylaws of a Nonprofit Public Benefit Corporation, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by the affirmative vote of a majority of the directors then currently in office.

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment of the Articles of Incorporation may be adopted by the affirmative vote of a majority of the directors then currently in office.

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a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 1

BYLAWS REVISIONS LOG
Date Reference Revision Comments
03/25/97
Article V,
Section 2
Addition of use
restricted to
paragraph (b)
Organization’s assets, after its dissolution, must
continue to be used for assisting those with mental
illness.
03/25/97
Article VII,
Section 3
Delete restriction on
director’s terms of
service
Directors can serve any number of terms, but must
still be elected as provided in Article VII, Section 4
(b)
03/25/97
Article VII,
Section 4
Addition of
Subparagraph(c)
The Executive Director shall server as an ex officio
member of the Board.
12/08/98
Article IX,
Section 8
Addition of
paragraph
Each officer shall hold office for a term of two (2)
years and until such officer’s successor is duly
elected.
01/11/00 Article VI,
Section 6
Delete % of
interested persons.

No Board Member may be an interested person.
01/11/00
Article V,
Section 1
Delete specific
statement of benefit.

Shall ever inure to be used for any other purpose.
03/26/02
Article VIII,
Section 1
Addition of sentence
in first paragraph
The President and Vice President of the Board of
Directors will be permanent members of the
Personnel Committee.
03/25/03
Article VII,
Section 3

Page 4 ends

Term of office Term of office limited to three two (2) year terms. 03/25/03
Article IX,
Section 2

Page 9 ends

Election of Officers Term of office for officers limited to two (2) years. 11/07/07
Various
locations
Change titles Change title of President to Chairperson; change title of Vice President to Vice Chairperson.
11/07/07
Article III,
Section 3

Page 1 ends

Addition of housing
in item #1
To Mission of Organization.
11/07/07
Article III,
Section 3

Page 2 ends

Addition of items #5
and #6
To meet CHDO requirements.
11/07/07
Article VII,
Section
10(b)(ii)

Page 6 ends

Addition of email To forms of notification for special meeting 11/07/07
Article IX
Section7(d),(i)

Page 11 ends

Change to
“Treasurer”
Typo correction
05/05/10
Article VII
Section10(b),(i)

Page 6 ends

Addition of email To manner of giving notice of time and place of special meetings
STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
Articles of Incorp 1.20.18.doc Page 2
01/21/12
All Articles Revisions
Throughout
Revised and Updated.
01/20/18 All Articles Revisions
Throughout
Revised and Updated.

Exhibit A

AMENDED AND RESTATED

BYLAWS OF
STEP UP ON SECOND STREET, INC.
a California Nonprofit Public Benefit Corporation
amended as of January 20, 2018

ARTICLE I
NAME
The name of this corporation shall be
STEP UP ON SECOND STREET, INC.

ARTICLE II

SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE III

OBJECTIVES AND PURPOSES
This corporation has been formed under the California Nonprofit Public Benefit Law for the purposes stated in the Articles of Incorporation, as amended from time to time. The specific purpose of this corporation shall be to provide compassionate support to people experiencing serious mental health issues, especially individuals who are chronically homeless, to help them recover, SUOS - Bylaws Jan 2018 Page 2
stabilize, and integrate into the community, and to carry on other charitable and educational activities associated with the foregoing goals as allowed by law. The corporation will seek to accomplish this purpose through dynamic partnerships that provide positive social and learning environments, vocational training, development and operation of permanent supportive housing projects and other opportunities, and recovery services that empower individuals to cultivate lives of hope and dignity. Through the exercise of innovative leadership and advocacy this corporation will seek to increase public understanding, support and acceptance of all people living with serious mental health issues.

ARTICLE IV

NONPARTISAN ACTIVITIES
SUOS - Bylaws Jan 2018 Page 3
This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

ARTICLE V

SECTION 2. DISTRIBUTION OF ASSETS UPON DISSOLUTION
(a) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to the Mental Health Association In Los Angeles County, a California nonprofit public benefit corporation, or any successor organization, to be used for charitable and educational purposes in promoting educational, vocational, social and other services to adults suffering serious mental health issues so long as said corporation has established its tax exempt status under Section 501(c)(3) of the United States Internal Revenue Code or the corresponding provisions of any future United States internal revenue law and which has also established its tax exempt status under Section 27301(d) of the California Revenue and Taxation Code, or the corresponding section of any future California revenue and tax law. (b) In the event the Mental Health Association In Los Angeles County or any successor organization does not exist or has not established its tax exempt status, then upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a fund, foundation, corporation or organization which is organized and operated exclusively for charitable and SUOS - Bylaws Jan 2018 Page 4
educational purposes which has established its tax exempt status under Section 501(c)(3) of the United Stated Internal Revenue Code of 1986 or the corresponding provisions of any future United Stated internal revenue law and which has also established its tax exempt status under Section 27301(d) of the California Revenue and Taxation Code, or the corresponding section of any future California revenue and tax law.

ARTICLE VI

ARTICLE VII

SUOS - Bylaws Jan 2018 Page 5
(iii) Adopt, make and use a corporate seal and alter the form of the seal.
(iv) 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 evidence of debt and securities.
(c) Duties of Care and Loyalty. It is the obligation of each director of the corporation to perform his or her duties in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. This obligation extends to all activities a director performs in that capacity including, without limitation, duties as a member of any committee of the Board on which a director may serve. In the administration of the powers to make and retain investments and to delegate investment management of corporate funds, the Board shall consider, among other relevant considerations, the long and short term needs of the corporation in carrying out its purposes, its present and anticipated financial requirements, expected total return on the corporation's investments, price level trends, and general economic conditions.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
Any person 18 years of age or older may be nominated or elected to serve as a director. Directors need not be residents of the State of California. The Board shall have not less than ten (10) nor more than ____ (__) directors. The number of authorized directors shall be set by an affirmative vote of a majority of the directors then in office. No reduction of the authorized number of directors shall have the effect of shortening the term of any incumbent director. At all times, no less than one-third (1/3) of the directors shall be low income community members. The Board shall include at least one director who represents the consumer mission of the corporation and who currently is a consumer of the corporation's services.

SECTION 3. TERM OF OFFICE
SUOS - Bylaws Jan 2018 Page 6
Each director shall hold office for a term of two (2) years or until such director’s successor is duly elected and qualified under Section 2 of this Article VII. No person shall serve as a director for more than four (4) consecutive terms.

A director who has served the maximum number of terms may be eligible to serve as a director after two years has elapsed since that person was last a director.

SUOS - Bylaws Jan 2018 Page 7
(d) Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by:
(i) The unanimous written consent of the directors then in office; (ii) The affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or a waiver of notice complying with this Article of these bylaws; or
(iii) A sole remaining director.
(e) A person elected to fill a vacancy as provided by this Section shall hold office until the next election of the Board or until his or her death, resignation or removal from office.
(f) The Board may, by resolution, vote to declare vacant the office of a director who has been adjudged of unsound mind by a final order of court, or convicted of a felony, or having been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the Nonprofit Corporation Law.
(g) A director may be removed without cause by the vote of a majority of the directors then in office.

SECTION 7. REGULAR AND ANNUAL MEETINGS
SUOS - Bylaws Jan 2018 Page 8
Regular meetings of the directors shall be held at least three (3) times per year at a place and time to be determined by the Board. The last regular meeting of the calendar year shall be the annual meeting.

At the annual meeting, the Board shall undertake the election of officers, the election of directors as needed, and the transactions of other business.

SECTION 10. NOTICE OF MEETINGS
SUOS - Bylaws Jan 2018 Page 9
(a) Subject to subsection (c), below, notices of Board meetings are valid if made by:
(i) First-class mail, postage prepaid;
(ii) Personal delivery of a written notice;
(iii) Delivery by overnight courier or private delivery service that can be and is confirmed;
(iv) Telephone, including a voice messaging system or other technology designed to record and communicate messages, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate that notice promptly to the director;
(v) Facsimile;
(vi) Electronic mail (e-mail); or
(vii) Other electronic means.
(b) Notwithstanding the above, notice may only be provided by facsimile, e-mail or other electronic means:
(i) To a director who has given his or her consent to receive notice by such means, and
(ii) That creates a record that is capable of retention, retrieval and review of such notice is recorded and may be rendered into a clearly legible, tangible form.
(b) Notice of regular meetings need not be given if fixed by a resolution of the Board that is noted in minutes distributed to all directors. Otherwise, notice of regular meetings shall be valid if made no less than 14 days prior to the date of the meeting. Notice of special meetings shall be valid if made at least 48 hours prior to the date and time of the meeting except for notice by mail which is not valid unless made four days prior to the date of the meetings. (c) All notices of Board meetings shall be given or sent to the director's address, telephone number, fax number or e-mail address as shown on the corporation's records.
(d) The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, nor the place of the meeting if it is to be held at the principal office of the corporation.
(e) Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting SUOS - Bylaws Jan 2018 Page 10
are fixed at the meeting adjourned and if such adjourned meeting is held no more than 24 hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than 24 hours from the time of the original meeting.

SECTION 13. ACTION WITHOUT A MEETING
SUOS - Bylaws Jan 2018 Page 11
(a) Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively (i.e., in one or more identically worded documents) consent in writing or electronic transmission (pursuant to subsection (b) below) to such action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the Nonprofit Corporation Law or Section 6 of this Article VII of these Bylaws shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board. (b) Written consent may be made by:
(i) Facsimile telecommunication or electronic mail (e-mail) when such transmission is directed to the facsimile number or e-mail address, respectively, that the corporation has provided from time-to-time to directors for sending communications to the corporation;
(ii) Posting on an electronic message board or network that the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting; or (iii) Other means of electronic communication,
as to which the corporation has placed in effect reasonable measures to verify that the sender is the director purporting to send the transmission and that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

SECTION 14. PRESIDING OFFICER
Meetings of the Board shall be presided over by the Chairperson or, in his or her absence, by the Vice Chairperson, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, a Vice Chairperson designated by the Board of Directors, or, in the absence of each of these persons, by a person chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

SECTION 15. SELF-DEALING
SUOS - Bylaws Jan 2018 Page 12
The corporation shall not enter into any contract or transaction with any (i) director of the corporation, (ii) officer of the corporation, or (iii) corporation, firm, association, or other entity in which one or more of this corporation's directors or officers are directors or officers or have a material financial interest, or in which any of these parties are or will be directly or indirectly interested, unless:
(a) The material facts regarding that director's or officer's financial interest in such contract or transaction, or regarding such common directorship, officership, or financial interest, are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board, prior to consideration by the Board of such contract or transaction;
(b) Such contract or transaction is authorized in good faith by a vote of the majority of the Board without counting the votes of the interested directors; (c) Before authorizing or approving the transaction, the Board considers and in good faith decides, after reasonable investigation, that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
(d) At the time the transaction is entered into (i) the transaction is fair and reasonable to the corporation, and (ii) the corporation entered into it for its own benefit.

SECTION 17. LOANS TO OFFICER OR DIRECTORS
(a) The corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursement for such expenses by the corporation, its parent, or any subsidiary.

SUOS - Bylaws Jan 2018 Page 13
(b) The provisions of this Section do not apply to:
(i) The payment of premiums in whole or in part by the
corporation on a life insurance policy on the life of a director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value; or (ii) A loan of money to or for the benefit of an officer in circumstances where the loan is necessary, in the judgment of the Board, to provide financing for the purchase of the principal residence of the officer in order to secure the services or continued services of the officer and the loan is secured by real property located in California.

ARTICLE VIII

SECTION 2. OTHER COMMITTEES OF THE BOARD
The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. (Non-directors may not serve on committees except as non-voting, advisory members.) Other than the Executive Committee, committees of the Board shall have such authority as is delegated in a resolution duly adopted by the Board. By a majority vote of the directors then in office, the Board may at any time revoke or modify any or all of the authority delegated to any committee of the Board, increase or decrease, but not below two (2) the number of members of any committee of the Board, and fill vacancies in any committees of the Board from the members of the board. All SUOS - Bylaws Jan 2018 Page 14
committees shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 4. AUDIT COMMITTEE
If in any fiscal year in which the corporation has gross revenues of $2 million (exclusive of grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received) or more, this corporation shall have an Audit Committee. Notwithstanding the other provisions of this Article, the Audit Committee shall have the following duties and composition:
(a) It shall be the duty of the Audit Committee to:
(i) Recommend to the Board of Directors the retention and termination of the independent auditor;
SUOS - Bylaws Jan 2018 Page 15
(ii) Confer with the auditor to satisfy the committee members that the financial affairs of the corporation are in order;
(iii) Review and determine whether to accept the audit; and (iv) Approve performance of any non-audit services to be provided by the auditing firm.

SECTION 6. MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article VII of these Bylaws, concerning meetings of directors, with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have SUOS - Bylaws Jan 2018 Page 16
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 of Directors may adopt rules for governance of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE IX

SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint, and may authorize the Chairperson of the Board or the Vice Chairperson of the Board or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined from time to time by the Board of Directors.

SECTION 4. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, 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 by the Board of Directors, by an officer on whom such power SUOS - Bylaws Jan 2018 Page 17
of removal may be conferred by the Board of Directors.

Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

SECTION 7. DUTIES OF OFFICERS
(a) Chairperson of the Board. The Chairperson of the Board shall preside at all meetings of the Board. The Chairperson shall perform all other duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these bylaws, or which may be prescribed from time to time by the Board. (b) Vice Chairpersons. In the absence or disability of the Chairperson, the Vice Chairperson, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, a Vice Chairperson designated by the Board of Directors, shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairperson. The Vice Chairpersons shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, or the Chairperson of the Board. (c) Secretary. The Secretary shall:
(i) Certify and keep, or cause to be kept, at the principal office of the corporation the original, or a copy, of the Articles of Incorporation and of these bylaws, as amended or otherwise altered to date.
(ii) Keep, or cause to be kept, at the principal office of the corporation or at such other place as the Board may direct, a book of minutes of all meetings, proceedings and actions of the Board and of SUOS - Bylaws Jan 2018 Page 18
committees of the Board. The minutes of meetings shall include the time and place the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; how notice was given and to whom; the names of the persons present at the Board and committee meetings; the actions taken and decisions made by the Board at that meeting, including the votes for, against and in abstention of each such action or decision, and may also include how each director voted on such action or decision.
(iii) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
(iv) Be custodian of the records and of the seal of the corporation, if there is a seal, and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these bylaws and by the Board. (v) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, these bylaws as amended to date, the Articles of Incorporation as amended to date, the minutes of the proceedings of the directors of the corporation, and the corporation's applications for tax exemption.
(vi) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board.
(d) Treasurer. The Treasurer shall:
(i) Keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Books of account shall be maintained in accordance with applicable Generally Accepted Accounting Principles.
(ii) Send, or cause to be given, to the directors such financial statements and reports as are required to be given by law, by these bylaws, or by the Board.

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(iii) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the books of account of the corporation.
(iv) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and (i) 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 the Board may designate, and (ii) disburse, or cause to be disbursed, the corporation's funds as the Board may order.
(v) Render to the Chairperson and directors, whenever
requested, an account of any or all of his or her transactions as Treasurer, and of the financial condition of the corporation.
(vi) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (vii) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the Board.
(viii) If required by the Board, 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 the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer upon his or her death, resignation, retirement, or removal from office.
(ix) Provide, or cause to be provided, to the public, all filings required to be disclosed and made generally available to the public in the form or forms required by the Internal Revenue Service and all other tax regulation and charitable solicitation regulation authorities, or by statute.

SECTION 8. CHIEF EXECUTIVE OFFICER
In addition to the officers, as listed in Section 1 of this Article IX of these Bylaws, this corporation shall have a Chief Executive Officer. Subject to the control of the Board, the Chief Executive Officer shall be the chief executive officer of this corporation and shall generally supervise, direct and control the corporation's activities and affairs. The Chief Executive Officer shall exercise and SUOS - Bylaws Jan 2018 Page 20
perform such other powers and duties as may be from time to time assigned to him or her by the Board. The Chief Executive Officer shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these bylaws, or which may be prescribed from time to time by the Board. The Chief Executive Officer shall be a non-voting advisory member of the Board and the Executive Committee. At the Board's discretion, the Chief Executive Officer may also carry the title of “President.”

ARTICLE X

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND OTHER AGENTS
SECTION 1. DEFINITIONS
For 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) “Expenses” includes, without limitation, all attorneys’ fees, costs and any other expense incurred in the defense of any claims or proceedings against an agent and all attorneys’ fees, costs and other expenses incurred in establishing a right to indemnification under this Article.

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SECTION 3. ACTIONS BROUGHT BY PERSONS

SECTION 4. 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 incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
(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, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following criteria 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.

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SECTION 5. DETERMINATION OF AGENT’S GOOD

SECTION 6. LIMITATIONS
No Indemnification or advance shall be made under this Article in any circumstances when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, a resolution of the Board, 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.

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SECTION 7. 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 8. CONTRACTUAL RIGHTS OF NON-DIRECTORS

ARTICLE XI

RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
(a) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (b) Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; and
SUOS - Bylaws Jan 2018 Page 24
(c) Copies of all filings made to the Internal Revenue Service, the California Franchise Tax Board, California Secretary of State, and California Attorney General that the corporation is required, by statute or regulation, to make generally available to the public.

All such records shall be kept at the corporation’s principal office, or if its principal office is not in the State of California, at its principal business office in this state.

SECTION 2. MAINTENANCE AND INSPECTION OF

ARTICLES AND BYLAWS
The corporation shall keep at its principal office, or if its principal business office is in this state, the original or a copy of the Articles and bylaws as amended to date.

SECTION 4. ANNUAL REPORT TO BOARD OF DIRECTORS
Not later than 120 days after the close of the corporation’s fiscal year, the Chairperson of the Board shall cause an annual report to be sent to each member of the Board of Directors. Such 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 of disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and
(e) Any information required by Section 5 of this Article.

SUOS - Bylaws Jan 2018 Page 25
The report required by this Section shall be accompanied by any report thereon of independent accountants, or if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

SECTION 5. ANNUAL STATEMENT OF CERTAIN

TRANSACTIONS AND INDEMNIFICATIONS
No later than the time the corporation gives its annual report, if any, to the directors, and in any event no later than 120 days after the close of the corporation’s fiscal year, the corporation shall prepare and mail or deliver to each director a statement of the amount and circumstances of any transaction or indemnification of the following kind:
(a) Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in which either of the following had a direct or indirect financial interest:
(i) Any director or officer of the corporation, its parent or subsidiary (a mere common directorship shall not be considered such an interest); or
(ii) Any holder of more than 10% of the voting power of the corporation, its parent or its subsidiary; if such transaction involved over $40,000, or was one of a number of transactions with the same person involving in the aggregate, over $40,000.
(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation pursuant to Article X hereof, unless such indemnification has already been approved by the directors pursuant to Section 5(b)(i) of Article X.

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ARTICLE XII

SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

SECTION 4. GIFTS
The Board may accept on behalf of the corporation, any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

SECTION 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS The Chairperson or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer. Notwithstanding the above, the Board shall vote or direct the Chairperson with respect to matters involving this corporation's membership in other nonprofit corporations.

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ARTICLE XIII

ARTICLE XIV

SECTION 2. AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment of the Articles of Incorporation may be adopted by the affirmative vote of a majority of the directors then currently in office.

SUOS - Bylaws Jan 2018 Page 1

No Board Member may be an interested person.
01/11/00
Article V,
Section 1
Delete specific
statement of benefit.

Page 4 ends

Term of office Term of office limited to three two (2) year terms. 03/25/03
Article IX,
Section 2

Page 9 ends

Page 1 ends

Addition of housing
in item #1
To Mission of Organization.
11/07/07
Article III,
Section 3

Page 2 ends

Addition of items #5
and #6
To meet CHDO requirements.
11/07/07
Article VII,
Section
10(b)(ii)

Page 6 ends

Addition of email To forms of notification for special meeting 11/07/07
Article IX
Section7(d),(i)

Page 11 ends

Change to
“Treasurer”
Typo correction
05/05/10
Article VII
Section10(b),(i)

Page 6 ends

Addition of email To manner of giving notice of time and place of special meetings
SUOS - Bylaws Jan 2018 Page 2
01/21/12
All Articles Revisions
Throughout
Revised and Updated.
01/20/18 All Articles Revisions
Throughout
Revised and Updated.

FIRM PROFILE
2016 AIA CALIFORNIA COUNCIL FIRM OF THE YEAR
Firm Profile
• Founded in 1975
• 74 employees
• 45% of eligible
architectural staff
is licensed
• Over 25% of employees
have been at KFA for
more than 10 years
• Architectural staff is
55% female
• 2016 AIACC
Firm of the Year

FIRM PROFILE

FIRM VALUES
KFA provides architecture, design, and master planning services for projects throughout the greater Los Angeles metropolitan area using a collaborative approach tailored to each project. The firm’s expertise encompasses transit-oriented developments; campuses; mixed-use housing, retail, and office projects; affordable, senior, family, and special-needs housing; hotels and restaurants; educational facilities; and adaptive reuse projects.

We believe architecture should be purposeful and inspirational. We achieve this when our buildings actively engage our clients and our communities.

We listen to our clients. From listening comes the understanding that instructs and guides design. Our process is collaborative, informal and evolutionary. We celebrate fresh thinking and we value opinion and instigation.

We want our architecture to respect and improve the communities we work in. For us, design begins by immersing ourselves in a site and its surroundings, and responding to it with careful consideration.

Last, we get it done. We’re experts in project management, entitlements, and permits. Our right and left brains work together harmoniously to produce great design, meet deadlines and stay on budget.

KFA HISTORY
In 1975, Wade Killefer, FAIA founded the design-build firm that was to become Killefer Flammang Architects. Barbara Flammang, AIA joined him in 1980, and the firm designed its first library in 1983, first school in 1985, first affordable housing project in 1988, and first mixed-use residential project in 1990. In the late 1990’s, KFA helped to spark the resurgence of the historic core in downtown Los Angeles. In 2015, the firm announced three new partners. Jonathan Watts, AIA joined longtime principals Lise Bornstein, AIA and John Arnold, AIA as partners to expand the diverse legacy KFA has established over the past 40 years in reshaping Los Angeles.

We see every project enhancing its community, contributing to a healthy, dignified, connected, and beautiful Los Angeles.

We see exceptional design as a synthesis of our thoughtfulness, experience, and skill.

We see our clients’ goals realized through listening and collaboration.

We see a diverse firm that attracts talented, energetic and open-minded people.

We see teams supported by robust training, mentorship, standards, and tools.

We see staff who are actively encouraged to grow professionally while maintaining a work / life balance.

We see solutions to the affordable housing crisis in Southern California.

We see existing buildings with revitalized usefulness and beauty.

We see a profitable, efficient, and agile firm with abundant work.

VISION STATEMENTS
OVER 300 HOUSING PROJECTS
17,205 RESIDENTIAL UNITS
OVER 5,000 AFFORABLE HOUSING UNITS
OVER 1,000 UNITS ON LA’S SKID ROW
4,900 ADAPTIVE REUSE UNITS
18 SCHOOLS
12 RECREATION PROJECTS
11 LIBRARIES
4 FIRE STATIONS
11 BUILDINGS LISTED ON

THE NATIONAL REGISTER OF

HISTORIC PLACES
8,446,824 SF OF CURRENT PROJECT (NEW & ADAPTIVE REUSE)
8,100 UNITS CURRENTLY BEING DESIGNED

KFA RESHAPES LA BY DESIGNING
GREAT PLACES WHERE PEOPLE FLOURISH.

Firm Profile

EXPERIENCE IN AFFORDABLE HOUSING
Since 1990, KFA has designed over 5,000 units of affordable housing in 57 different buildings for 27 different affordable housing developers in Los Angeles County. Twelve of these projects, containing nearly 1,000 units, have been on Skid Row. It has been a great point of pride for the firm to participate in housing people that might otherwise be sleeping on our streets, in substandard conditions, or beyond their affordability range. Our affordable housing experience includes projects for families, seniors, special needs, veterans, and the formerly homeless. KFA has been an active member of the Southern California Association of Non-Profit Housing (SCANPH) since its start in Los Angeles and has received dozens of awards for the design of affordable housing.

WE ARE AFFORDABLE HOUSING EXPERTS (PARTIAL LISTING)
For over 40 years, KFA has been designing and building safe, healthy affordable homes in Los Angeles for thousands of formerly homeless individuals and families, seniors, and special needs individuals.

Project Type No. of
Units Location Completion Date
PATH Metro Villas Phase 2 New Construction Affordable Housing 122 East Hollywood In-Progress Florence Mills Apartments New Construction Affordable Housing 74 South LA In-Progress LA LGBT Center Campus New Construction Affordable Senior and Youth Housing 120 Hollywood In-Progress Rampart Apartments Adaptive Reuse Affordable Housing 23 Koreatown In-Progress Mercy Pico Robertson New Construction Affordable Senior Housing 48 Pico Robertson In-Progress SP7 New Construction Affordable Special Needs Housing 100 Downtown LA In-Progress Safe Landing New Construction Transitional Housing Campus 188 beds Downtown LA In-Progress
West LA VA Campus New Construction and Adaptive Reuse Veteran and Senior Housing Campus 1,432 West LA In-Progress
The Curve @ West Angeles New Construction Senior Housing 74 South LA 2019 PATH Villas Eucalyptus New Construction Affordable Senior Housing 40 Hollywood 2019 PATH Metro Villas Phase 1 New Construction Affordable Housing 65 East Hollywood 2019 Blue Hibiscus New Construction Affordable Special Needs Housing 22 West Hollywood 2018 Meridian Apartments New Construction Affordable Housing 100 Koreatown 2017 Immanuel Place Adaptive Reuse Affordable Senior Housing 26 Long Beach 2017 Paloma Terrace New Construction Affordable Family Housing 89 South LA 2016 Broadwood Terrace New Construction Affordable Senior Housing 89 South LA 2015 New Pershing Apartments New Construction Low-Income SRO Housing 69 Downtown LA 2015 Hollenbeck Terrace Adaptive Reuse Affordable Senior Housing 123 Boyle Heights 2015 PATH Courtleigh Villas New Construction Affordable Special Needs Housing 24 Mar Vista 2015 Janet L. Witkin Center New Construction Affordable Senior Housing 17 West Hollywood 2014 NoHo Senior Villas New Construction Affordable Senior Housing 49 North Hollywood 2013 Villas at Gower New Construction Affordable Family Housing 70 Hollywood 2012 New Genesis Apartments New Construction Affordable SRO Housing 106 Downtown LA 2012 LaKretz Villas New Construction Affordable SRO Housing 49 East Hollywood 2012 Ford Hotel Adaptive Reuse Affordable SRO Housing 151 Downtown LA 2012 Hayworth House Adaptive Reuse Affordable Senior Housing 48 West Hollywood 2012 Cloverfield Services Center Homeless Services and Community Center 30 beds Santa Monica 2006
Havenhurst Apartments Adaptive Reuse Affordable Senior Housing 24 West Hollywood 2005 Brownstone Hotel Adaptive Reuse Affordable SRO Housing 48 Downtown LA 2003 Detroit Senior Apartments Adaptive Reuse Affordable Senior Housing 20 West Hollywood 2001 Crescent Court New Construction Affordable Family Housing 32 Downtown LA 1999 Wisconsin Apartments New Construction Affordable Family Housing 40 South LA 1998

SANTA MONICA PROJECT MAP
(1995 - Present)

1. Ashland Apartments (1995)

2. New Hope Apartments (1997)

3. Lincoln Court (1998)

4. Sea Castle Apartments (1998)

5. Fairview Branch Library (1999)

6. Montana Avenue Branch Library (1999)

7. Ocean Park Branch Library (1999)

8. Wave Crest (2000)

9. Santa Monica Swim Center (2002)

10. 1420 5th St. (2003)

11. 1430 5th St.(2003)

12. Livorno Apartments (2005)

13. Verona Apartments (2006)

14. Stresa Apartments (2006)

15. Cloverfield Service Center (2006)

16. Seaview Terrace (2007)

17. JAMS Santa Monica Boys & Girls Club
Clubhouse (2009)

18. 1539 4th St.(2009)

19. 2001 & 2029 Olympic Blvd. (2009)

20. 1548 6th St. (2011)

21. 829 Broadway (2012)

22. Pluralistic School One (2013)

23. 1447 Lincoln (2013)

24. Step Up On Colorado (2015)

25. Pico Eleven (2019)

26. 1550 Lincoln (In-Progress)

27. 1323 5th Street (In-Progress)

28. 1338 5th Street (In-Progress)

29. 1238 7th Street (In-Progress)

30. 1318 Lincoln (In-Progress)

31. 1441/1443 Lincoln (In-Progress)

32. 1625 Lincoln Blvd. & 1627 Lincoln Ct. (In-Progress)

33. 1641 Lincoln (In-Progress)

34. 1650 Lincoln (In-Progress)

35. 601 Wilshire (In-Progress)

36. 711 Colorado (In-Progress)

37. 1437 6th (In-Progress)

38. 153 San Vicente Blvd. (In-Progress)

39. 1305 2nd St. (In-Progress)

40. 1543 7th St. (In-Progress)

41. 1514 7th St. (In-Progress)
Completed In-Progress
No. of Projects Units SF
Current Projects 16 940 796,184
Completed Projects 25 1,052 1,201,242
Total 41 1,992 1,997,426
22 23
24 26
28 29
27 21
20 17
15 10
7 8
6 5
4 3
2 1
11 12
13 14 9
19 18
16 31
30 32
33 35
39 34
40 36
41 25
37 38
KEY

PERSONNEL
Key Personnel

RELEVANT EXPERIENCE
VA Campus Master Plan : Los Angeles, CA
The VA Campus Master Plan builds upon the initial charter for the Greater Los Angeles Campus to provide housing and services for US Veterans. Under the leadership of the West Los Angeles Veterans Collective, comprised of Century Housing, Thomas Saffron and Associates, and US Vets, the master plan creates an updated vision of the north campus to include over 1200 units of Permanent Supportive Housing, support services and extensive amenity spaces for residents.

PATH Metro Villas Campus : Los Angeles, CA
PATH Metro Villas a three-Phase, multi-year, transit, housing and homeless services initiative, that will provide 190 permanent supportive/affordable housing units in three housing development complexes. A large open space is the focal point of the project, which is surrounded by housing, services, and amenities that provide a safe and stable community for the residents.

Step Up on Colorado : Santa Monica, CA
Located on a compact lot in downtown Santa Monica, Step Up on Colorado provides 32 permanent supportive housing units for homeless individuals with mental illness. Adjacent to the new Expo Line, the facility includes two community rooms with kitchens, a computer lounge and library, support offices, and multiple open balconies for residents to enjoy.

NoHo Senior Villas : North Hollywood, CA
NoHo Senior Villas is a 49-unit building for seniors with special needs located in the North Hollywood arts district, which is now a vibrant, mixed-use, transit-oriented urban center in the San Fernando Valley.

The project’s vision was to design a protected, yet open building where at-risk seniors could build stable lives in a community-oriented setting.

Hayworth House : West Hollywood, CA
Hayworth House is a renovation of a vacant 48-unit 1950’s apartment building to affordable senior housing serving the West Hollywood community. The two driving forces in the design were serving the needs of the senior population and keeping the building a cohesive part of the neighborhood.

SP7 : Los Angeles, CA
SP7 is an affordable housing project for formerly homeless individuals in downtown Los Angeles. To provide space for residents to connect, there are a variety of open spaces located throughout the project to support gatherings of varying sizes. Several patios, roof decks and gardens are grouped with programmed spaces such as community rooms, laundry rooms, computer rooms and recreation spaces to create a holistic living experience.

LISE

BORNSTEIN, AIA
Education
Master of Architecture,
Southern California
Institute of Architecture
Bachelor of Environmental
Design in Architecture,
North Carolina State
University
Partner In-Charge
As a partner at KFA, Lise is in charge of project concept and design, incorporating a love of art and community while developing client goals and vision. Focused on creating projects with a big design idea, Lise has managed projects with complex entitlement packages, multiple funding sources and significant community outreach while working collaboratively with clients, consultants, contractors and in-house teams.

For Lise, the ever-evolving LA cityscape is reimagining itself yet again amidst a new era of transformation in communities and the way people live and work. She believes this growth will lead KFA to new and exciting projects with creative partners, while offering new opportunities in urban infill development. She serves on the board for Step Up on Second and the board for the Association for Women in Architecture Foundation as the Fundraising and Scholarships Chair.

RELEVANT EXPERIENCE
Hollenbeck Terrace : Los Angeles, CA
After sitting vacant for over 20 years, the historic Linda Vista Hospital in Boyle Heights was redeveloped into the Hollenbeck Terrace Apartments, which includes 123 affordable senior units. The renovation integrates the needs of the occupants with the original fabric of the Spanish Mission-style hospital campus by repurposing such spaces as the historic grand dining room into an inviting social gathering area for residents. Other amenities include:
a separate rooftop community room, a library, a gallery with performance space, a computer room, and a game room. The extensive campus grounds have been re-landscaped to include the rooftop lounge, gardens, and a barbecue area.

Meridian Apartments : Los Angeles, CA
Located on a roughly one-acre site at 215 N. Vermont Avenue, Meridian is a four-story structure featuring 100 studio, one-, two- and three-bedroom apartments above approximately 4,100 square feet of ground-floor commercial space. Amenities include a community room, a landscaped courtyard, and parking accommodations for up to 111 vehicles and 55 bicycles.

Los Angeles LGBT Center, Anita May Rosenstein Campus : Hollywood, CA The Los Angeles LGBT Center campus will serve as the new administrative headquarters for the Center, and include new senior and youth centers, 92 units of affordable housing for seniors, 100 beds for homeless youth, 23 units of permanent supportive housing for young people, ground floor retail space and 2 levels of subterranean parking. The design reinforces the mosaic of services and programs that will be offered at the campus. The program components are knit together through a series of interior and exterior courtyards and plazas.

VA Campus Master Plan : Los Angeles, CA
The VA Campus Master Plan builds upon the initial charter for the Greater Los Angeles Campus to provide housing and services for US Veterans. Under the leadership of the West Los Angeles Veterans Collective, comprised of Century Housing, Thomas Saffron and Associates, and US Vets, the master plan creates an updated vision of the north campus to include over 1200 units of Permanent Supportive Housing, support services and extensive amenity spaces for residents.

Renato : Los Angeles, CA
Renato is a 96-unit SRO apartment building located on San Julian Street, in the heart of Downtown Los Angeles’ Skid Row. The project includes a large courtyard, visible from the street, which provides a variety of semi-public and private outdoor areas for the residents.

Mosaic : Los Angeles, CA
Mosaic Apartments is a 56-unit affordable housing development in the historic Pico Union neighborhood of Los Angeles. The genesis of the design came from the community itself: through a series of meetings, future residents expressed the desire to have seniors and families live together in one project, but also wanted a degree of separation.

MONICA

RODRIGUEZ, AIA
Senior Associate
Monica joined KFA in August of 2006. She has served as project manager for several housing and hospitality projects including Hollenbeck Terrace Apartments, Micropolitan at Urban Lights, the Seabluff Condominiums in Playa Vista, NoHo Senior Villas, the Bel Air Bar & Grill, Cafe Gratitude, and Meridian Apartments. She is currently project manager for Ivy Station in Culver City. Monica has significant strengths in client and consultant coordination, design, construction administration, and permitting. She is able to multi-task and visualize complex projects that have multiple design and coordination requirements.

As a native to East Los Angeles and first generation Mexican-American, Monica volunteers her time at a number of organizations to encourage and inspire future generations to pursue their dreams and shine their light. In 2011 Monica co-developed the year-long 6th Grade Architecture Mentor Program at Para Los Niños Elementary School.

She also currently serves on the board for the Association of Women in Architecture Foundation.

Education
Bachelor of Architecture
University of Southern
California

RELEVANT

EXPERIENCE

STEP UP ON COLORADO
Santa Monica, CA
Located on a small lot in downtown Santa Monica, Step Up on Colorado provides transitional supportive housing for homeless individuals with mental illness. The facility features, two community rooms with kitchens, a resident’s computer lounge and library, and support offices.

Inspired by a beautiful site tree, the project was designed around the concept of a Healing Tree.

A semi-circle of organically curving balconies was carved out of the front of the building embracing the canopy of the tree, and providing evocative filtered light. The balconies are tied to the common spaces and provide friendly social gathering areas for the residents. The Community room at the second floor also spills out into the more protected and private central courtyard.

These communal spaces, along with the private rooms, provide a welcome balance of options to the residents of the facility of whom have varied and changing social needs.

Client: Step Up on Second
Area: 24,000SF | Units: 34 | Completion Date: 2015
HUD 202 & LA County Notice of Funding Availability (NOFA) project Relevant Experience

PUERTO DEL SOL
Long Beach, CA
Puerto del Sol is part of a larger, city-sponsored redevelopment area in central Long Beach called West Gateway. The area includes a variety of retail and housing types, and Puerto del Sol is included in the area. The design approach was to establish a community-oriented building while maintaining privacy for the individual units. The massing steps back at the street and courtyard, reducing the scale of the building and allowing light to penetrate the courtyard. Pitched roofs, an emphatic paint scheme and variable window types provide further complexity and architectural interest.

The building includes townhouses and flats, equally divided between two, three, and fourbedroom units targeted for families with children. Amenities include a large community room adjacent to an inner courtyard with play area, a large family laundry also adjacent to the courtyard, a computer/homework room, townhouse units with entry stoops on the street, ample covered parking, a variety of small, medium and large usable outdoor spaces, and private balconies and patios throughout.

Client: Jamboree Housing
Cost: $19M | Area: 144,500 SF | Units: 64 | Completion Date: 2008 Relevant Experience

ANITA MAY ROSENSTEIN CAMPUS - LOS ANGELES LGBT CENTER
Los Angeles, CA
The Los Angeles LGBT Center campus serves as the new administrative headquarters for the Center, and includes new senior and youth centers, 98 units of affordable housing for seniors, 100 beds for homeless youth, 25 units of permanent supportive housing for young people, ground floor retail space and 2 levels of subterranean parking.

The design reinforces the mosaic of services and programs that are offered at the campus. The program components are knit together through a series of interior and exterior courtyards and plazas. The bold glass forms unfold at the corner of Santa Monica and McCadden, creating an open and confident architecture that is a symbol of pride for not only the LGBT community but for the greater community of Los Angeles.

The Center has been part of the Los Angeles community since 1969, caring for, championing, and celebrating individuals and families in Southern California and beyond. Today the Center serves more people in the LGBT community than any other organization in the world, offering programs, services and global advocacy in health, social services and housing, culture and education, leadership and advocacy.

Client: Los Angeles LGBT Center
Area: 185,560 SF | Units: 124 | Completion Date: 2019 / 2020 Relevant Experience

HAYWORTH HOUSE
West Hollywood, CA
Hayworth House is a 34,000SF renovation of a vacant 48-unit apartment building, built in the 1950’s, to affordable senior housing serving the West Hollywood community. The two driving forces in the design were serving the needs of the senior population and keeping the building a cohesive part of the neighborhood. To achieve these goals, we focused on accessibility, community areas, project identity and sustainability. All units at the first floor were made accessible by raising the courtyards and entry paths and by adding two elevators to connect to the lower floor parking. We also added a central breezeway to complete the interior circulation path, which was lacking in the building’s original design.

The front yard of the project was transformed from an uninviting, sparsely-planted berm to a variety of exterior spaces, including a large front porch outside the new community room. The front porch gives the project a distinct identity within the neighborhood, and gives the residents a protected social area with a visual connection to the street and surrounding community.

A community garden and patio at the rear of the site adjacent to the resident’s lounge provides a more private area for social interaction and gives residents the opportunity to grow their own herbs and food.

Client: West Hollywood Community Housing Corporation
Cost: $5.4M | Area: 34,000 SF | Units: 48 | Completion Date: 2012 HUD 202 & LA County Notice of Funding Availability (NOFA) project Relevant Experience
1447 LINCOLN | 829 BROADWAY
Santa Monica, CA
The project is a mixed-use building occupying a site at a major intersection, Lincoln and Broadway, in Santa Monica. Two buildings engage adjacent sites and both buildings include ground floor retail with public courtyards, and four floors of housing above. The 88,000 SF project offers 194 units of affordable housing in an area where modestly sized apartments are in high demand. The units are small but light, bright and efficiently laid out. The building design greets the street corner with an open seating plaza, lively retail ground floor uses and a large sycamore tree. An existing landmark World War II Quonset hut remains on the site, and has been refurbished to house a popular burger restaurant.

The design features multiple roof gardens and articulated massing to lessen the buildings’ impact on the surrounding neighborhood. Located 5 blocks from the Expo Line station, the buildings offer bicycle parking for every unit. In 2013, the project received an award from the Santa Monica Conservancy for Best Adaptive Reuse of a historic building.

Client: WS Communities
Cost: $35M | Area: 88,000 SF | Units: 19 | Completion Date: 2012 Relevant Experience
1625 LINCOLN BLVD. & 1627 LINCOLN CT.

Santa Monica, CA
This transit oriented development, located within walking distance of the Third Street Promenade and the Expo Line terminus in downtown Santa Monica, is part of the revitalization of Lincoln Blvd. north of the 10 Freeway. A 20’ wide sidewalk, flanked by street trees on both sides, welcomes pedestrians along Lincoln Blvd. and a large public plaza extends the open space deep into the project, allowing for visibility to the rear of the site.

A voluntary easement is provided between the east and west portions of the project, allowing the alleyway Lincoln Court to be continuous between Olympic Blvd. and Colorado; decorative paving, lighting and landscaping enliven this passageway for cars, pedestrians and cyclists.

Multiple amenity spaces include a tot lot, gym, yoga area, pool, roof deck, internet café, and a media/game room.

Client: Century West Partners
Area: 155,450 SF | Units: 192 | Completion Date: 2020
Relevant Experience
1539 4TH ST.

Santa Monica, CA
One block from the Third Street Promenade and close to the Civic Center, 1539 4th St. provides a dynamic gateway to the vibrant districts of downtown Santa Monica.

Distinguished by an eye-catching bris soleil to mitigate solar impact, the building presents different faces for its north and south elevations. The south side, rendered in a warm green palette, is a solid stucco mass with deep set irregular openings, providing units with spacious yet private terraces. The north side is dramatized by strong horizontal banding and floor to ceiling glazing, bringing light and air into the open plan loft units. A wide sloping landscape plane on the south side, stretching the full length of the property, offers pedestrians a surprising garden view from a busy urban street.

Client: WS Communities
Cost: $10M | Area:82,000 SF | Units: 62 | Completion Date: 2009 Relevant Experience
1550 LINCOLN
Santa Monica, CA
This development, located on the prominent northwest corner of Lincoln and Colorado in Santa Monica, greets the Expo Line at its front door. Working with the client and the city’s urban designers, KFA explored a series of design iterations to capture the spirit of the site and accommodate program needs and required public benefits.

Client: WS Communities
Area: 103,000 SF | Units: 100 | Completion Date: 2020
Relevant Experience

PATH METRO VILLAS
Los Angeles, CA
PATH Metro Villas adds 187 apartments with individualized supportive services, community areas, and two health clinics to an already thriving services program to realize PATH’s vision of a holistic homeless services support center. The three new buildings are organized around a half-acre town square fronted by communal and supportive spaces including a large, flexible landscaped area for community gatherings.

Phase 1 encompasses the development of Building A which provides 65 affordable homes for formerly homeless individuals. The 6-story, 54,740 SF building includes large spaces for clinical services, case management offices, a community room with a teaching kitchen, 3 landscaped and furnished rooftop decks, bicycle storage space, and laundry facilities.

Phase 2 includes the development of both Buildings B and C, which will provide 122 units of affordable housing in a high-quality transit area that is well connected to jobs, services, and amenities. Building B will feature a 3,000 SF health clinic and a 1,500 SF mental health center.

Building C features a community multi-purpose room, large community room for teaching classes, an amphitheater, and a communal rooftop garden.

Client: PATH Ventures and Affirmed Housing
Costs: $84M | Area: 160,451 SF | Units: 187
Completion Date: Phase 1 - 2019
Completion Date: Phase 2 - In-Progress
Relevant Experience

NOHO SENIOR VILLAS
North Hollywood, CA
NoHo Senior Villas is a 49-unit residential building for seniors with special needs. It is located in the North Hollywood Arts District which has been redeveloped into a vibrant, mixed-use, transitoriented urban center in the San Fernando Valley. Located on a quiet street near the Metro station, the project vision is for a protected but open building where at-risk seniors can build stable lives in a community-oriented setting.

The C-shaped plan of residential floors surrounds an ample courtyard separated from the street by a one-story community room, allowing sunlight and air to penetrate the building. The stepped massing engages the street and respects the mix of building typologies on the block. The project is LEED-Platinum certified.

Client: Clifford Beers Housing & PATH Ventures
Cost: $5M | Area: 39,000 SF | Completion Date: 2012
Relevant Experience
711 COLORADO
Santa Monica, CA
711 Colorado is a 100% senior affordable mixed-use development near the Expo Line in Santa Monica. This seven-story building will feature 56 apartments above 1,900 SF of ground-floor commercial space and 17 parking spaces on a basement level. The mixture of studio, one-, and two-bedroom apartments will be reserved for seniors making up to 30% AMI.

The architecture features a contemporary design using glass, light and dark stucco to highlight and separate various forms, and perforated metal railings. Amentities include common spaces the second, fifth, and roof levels of the building. The building’s overlapping forms feature a ground floor commercial tenant and two roof deck areas, resulting in an activated corner at grade and at the upper levels.

Client: WS Communities
Area: 29,919 SF | Units: 56 | Completion Date: TBD
Relevant Experience

4.5.3 a Development Narrative
Our proposal has been conceived to be a part of the community, providing homes for our residents and vitality to the streetscape. A safe place for our residents to live, gather, and learn, while provide interaction with everything and everyone that surrounds us.

We intend to serve two populations, people at risk of homelessness, particularly those with a mental illness diagnosis, and low-income families. Our extensive experience in providing homes for both these groups will be reflected in the design, as well as the services we will provide. These two cohorts will share the entire development, with much emphasis on the plentiful community spaces within our building. The community is designed to offer both active (play areas) and tranquil (meditation garden) uses of the spaces.

There will be 102 units in total, studios, 1 BRs, 2 BRs and 3 BRs with the larger units reserved primarily for families and the studios targeted primarily, but not entirely, for those recovering from homelessness.

The diversity will also be reflected in the income limits, as we will be serving those from 20% AMI, 50% AMI and 60% AMI.

4.5.4 Community Involvement Plan Describe a plan and overall approach for engaging residents, Downtown stakeholders, target populations, and other interested individuals in providing feedback on the project, as well as how the development team will address community feedback on the development
Our development team will have a comprehensive plan to engage to the local Santa Monica community, including neighbors, the Downtown Santa Monica BID, local residents. This plan will include numerous components:
- once awarded, the development will develop general information materials describing the project including general prospective tenant information, design concepts (including residential and commercial/pedestrian- friendly space), timeline and the design of supportive services on site for the project.

These materials will be distributed in person by the Step Up CEO to neighbors to at minimum within a two block radius of the site to provide information to neighbors on a one-to-one basis. The goal of this process will be to inform neighbors at the earliest stages of the project to provide them with information about the project in an effort to reduce misinformation about the project.

This information will have a personal contact name, phone number and email of a designated Step Up staff to contact for information, comments, concerns and input on the project. A record of all input through this channel will be recorded.
- Since the project is located in the Downtown Santa Monica business improvement district, the development team will establish a formal connection to DSM by requesting that a staff or board member of the DSM be an official designated contact person for DSM to interface with the development team. One member of the development team will also be designated to be the designated contact person for the project to DSM. These two contact individuals will be publicized as the official contacts for the project for all inquiries, requests, input, concerns and questions by DSM and its members about the project. This will provide a unified organized approach to effective communication between DSM and the project and its development team.

Step Up will take the lead on this task.

The development team will provide regularly personal briefings to DSM and its members on an ongoing basis through but not limited to completion of and post lease up of the project. The update briefings will be provided through communication channels that DSM and the development team mutually agree on and can include in person updates by development team members at DSM board or committee meetings, email updates or other means. Step Up will take the lead on this task.
- The development team will also set up a dedicated phone number, website and email for residents to secure information and updates on the project, provide input, express concerns. The development team will provide responses to inquiries registered through these channels. - The development team will also conduct at least two community meetings for residents, stakeholders, neighbors and interested parties. The purpose of these meetings will be to provide information on the project design and gather input and feedback on the design. At the second meeting, the development team will provide feedback to attendees about revisions and changes in the design made as a result of inputs from the first community meeting. This information will also be emailed to all attendees. If there are not subsequent meetings after the second community meeting, the development team will email attendee’s information about the feedback and input from the second meeting as well as changes and revision to the design as a result of that feedback, to all meeting attendees. Step Up will take the lead on this task. - The development team will engage various community organizations such as Rotary, the City Housing and Social Services commission, SM Chamber, and other relevant groups to make presentations about the project as a way to inform the civic community about the project.

Step Up
Supportive Services description
Supportive services. Step Up will provide supportive services and housing placements for individuals experiencing homelessness. The main administrative headquarters for Step Up is located in Santa Monica, California at 1328 Second Street Santa Monica, CA 90401. Program support services office are located in Santa Monica, Hollywood, Beverly Hills, San Bernardino County, Orange County, Riverside County, Atlanta and soon to be in Seminole County.

Additional information at www.stepuponsecond.org
Experience. Step Up has a strong history of serving individuals experiencing homelessness and chronic homelessness. Step Up has been providing supportive services and housing placement services since 1984. Step Up conducts outreach and engagement in the 'Housing First" approach in moving individuals directly from the street into housing. Step Up has housed over a thousand individuals experiencing homelessness and chronic homelessness and maintains a retention rate of over 93%. In addition to serving individuals, Step Up is in the third year of a contract with the VA for outreach, engagement, housing placement, and post-housing support for Veterans experiencing chronic homelessness; through these efforts Step Up currently provides services to over 250 Veterans who were formally experiencing chronic homelessness and are now housed.

On-Site Staffing. A 1:20 ratio of Step Up staff to tenants will be implemented at the property with at least 4 full time staff available at all times with a Peer Support role enhancing these services. Step Up will provide sufficient and appropriately trained and credentialed employees to staff the specified services, ensure that its employees maintain compliance with all stated and implied standards of appropriate conduct, and ensure that there are no conflicts of interest. Step Up will maintain an alcohol- and drug-free workplace and work environment, and employees will have all required health clearances. Step Up provides annual training on cultural awareness and client privacy. Services are monitored through a hybrid team composed of Step Up supportive services staff and supervisors and property management team members. This team will meet once a month and communicate frequently via telephone and email.

Services Funding. Step Up currently partners with the Department of Health Services who funds on-site supportive services in the majority of Step Up PSH projects. Additionally, at several projects, this funding is combined with Los Angeles County Department of Mental Health funding to provide a coordinated and full service delivery to all tenants. Step Up has a commitment from DHS for services funding and may consider additional funding through DMH to provide the on-site supportive services at the 1318 4th Street project.

Services Provided. All tenants moving into the 4th Street project housing are offered supportive services at no cost to the tenant. The full range of supportive services is provided Monday through Friday from 8:00a.m. - 5:00p.m. When Step Up events and services are scheduled on the weekends, Step Up supportive services staff are available to accompany tenants and offer guidance during event activities. Tenants will access off-site services through public transportation and when needed Step Up's dedicated passenger vans. These vehicles are used in accordance with the manufacturer's rated seating capacity, have liability insurance, and all drivers are licensed for the type of vehicle they are driving.

Additionally, this project is located within blocks from Step Up’s main headquarters and day treatment center. Tenants may avail themselves of services provided Monday-Friday, 8:30-5 which include: Meals, daily activities including groups, money-management services, vocational services, and assisted employment opportunities.

On-Site Services Detail.

Assessment. As the tenant is engaged, a case file is opened that also includes demographic and identification information, authorization for services, confidentiality, and other information needed to substantiate benefits. At the same time a full range of supportive services will be offered including access to medical and mental health care, substance abuse treatment, life skills, representative payee services, and other rehabilitative services.

Determining income. Each tenant's benefits will be reviewed to assure that access to income, health care, food programs, and transportation assistance is in place. This assessment will include both income support (SSI, SSDI, unemployment assistance, General Relief, pensions, etc.) and medical benefit review. For tenants who are not receiving all benefits for which they may be eligible, supportive services staff will assist with collecting identifying documents, financial and diagnostic information and provide advocacy as required. Ongoing money management training is provided.

Location and move-in. Step Up's supportive services staff will help tenants move-in and establish good neighbor practices. New tenant orientations will be facilitated by Step Up supportive services staff and property management representatives and show alignment and commitment to tenant success. At these orientations supportive services staff will introduce the property management team who will review property amenities, restrictions on visitors and pets, where they may store their belongings, and other standards of good tenancy supportive services staff will help the new tenant obtain any furniture and appliances needed for move-in, and establish good housekeeping practices.

Supportive services staff will assist new tenants in getting to know the new community, so that the tenant will know where to go for activities of daily living such as 12-step meetings, groceries, laundry, and other community services. Property manager representatives and supportive services staff will hold monthly tenant meetings to maintain tenant engagement and promote collaboration between property management teams and tenants. Step Up supportive services staff will help resolve any tenant and property management challenges.

Case management and housing services. Once the tenant has moved into the unit, supportive services continue to ensure the necessary supports are in place to preserve housing status, prevent relapses into homelessness, and continue advancements in well-being. To increase self-sufficiency, individualized life skills training may include: money management, shopping best practices, budgeting, support in finding constructive use of time, choices for decreasing substance usage, engaging in mental health and peer support services. Of notable importance are the practices of preventing conflict with neighbors and property management staff, and keeping an acceptable level of housekeeping. Supportive services are conducted either in the home or at Step Up offices, depending on the preference of the tenants. Home visits are conducted periodically so that staff can address issues such as uncleanliness. Step Up will direct tenants to food pantries so they may obtain healthy food.

Maintaining benefits. For tenants who are reliant on benefits, their status will be surveyed on a regular basis to avoid any stoppage of income.

Transportation. Undependable transportation can often deter self-sufficient living and secure employment. When a tenant moves in to a unit, acclimating to the transportation system is a key component to knowing a new community; therefore, supportive services staff provide hands-on orientation including accompanying tenants on bus and train rides as part of the life skills learning process.

Supportive Services staff help tenants access disabled bus passes, ACCESS and other transportation options. Supportive Services staff when needed accompany tenants to appointments.

Performance Objectives. 1) Place individuals in stable housing 2) Retain individuals in housing 3) Provide stability and self-efficacy 4) Access all benefits that are available to participating tenants 5) Develop and strengthen life skills.

October 31, 2019
Aaron Criswell
Vice President of Housing Services
Step up on Second
Re: ICMS Letter of Intent for 1318 Fourth Street
Dear Mr. Criswell:

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 Step Up on Second Housing for the purpose of delivering supportive housing with Intensive Case Management Services for people experiencing homelessness that are identified through DHS. This project will address a serious local housing need for people experiencing homelessness, and we look forward to assisting in the development and successful operation of the proposed development.

Project Description
The new construction project is located at 1318 Fourth Street in the City of Santa Monica. This project is all new construction for low, very-low and extremely lowincome households. Project amenities include a computer room, laundry facility, and outdoor green space. The project will be designed to complement the neighborhood while providing a high quality and safe environment for its residents.

It is DHS’ intention to assist Step Up on Second at the project with 60 of the 61 units in the project with Intensive Case Management Services (ICMS) support.

There will be 60 supportive housing studio units for homeless and chronically homeless individuals. There will be one unit reserved for on-site property management. The Property Management company will be Step up on Second.

The estimated construction start date is March 2021, with an estimated completion date of March 2023.

Supportive Services Commitment
The County intends to provide supportive services for 60 residents at the 1318 Fourth Street project. The County shall enter into contract with Step Up on Second, which is an approved ICMS provider. The funding will cover Intensive Case Management Services at a funding level of $324,000 per year. DHS and Step Up on Second will collaborate to ensure tenants receive the support needed to remain housed and stable, including 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, utilizing ICMS funding to keep clients stable in housing; (e.g., paying for document fees, ID replacement/renewal, personal and household items, paying for transportation, co-pays for medically necessary medications, medical care not covered by Medi-Cal, medical items not covered by Medi-Cal), attending and/or convening periodic meetings with partners to problem solve around tenant support needed to remain housed and stable including attending and/or convening periodic meetings with partners to problem – solve around tenant, building and community issues.

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
Christina R. Ghaly, M.D.

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

Chief Medical Officer
313 N. Figueroa Street, Suite 912
Los Angeles, CA 90012
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
residents through direct services at
DHS facilities and through
collaboration with community and
university partners.
www.dhs.lacounty.gov
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 services and funding described above. The term of the current ICMS support service agreement with SUOS is through June 30, 2022, inclusive of DHS’ authority to exercise subsequent 5-year 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.

Once again, we are extremely enthusiastic about this project and happy to be partnering with Step Up on Second.

Sincerely,
Cheri Todoroff
Director, Housing for Health
Department of Health Services
County of Los Angeles
HOME
1318 FOURTH STREET

INTRODUCTION PARTI
GROWTH • CONNECT• NURTURE • BUILDING • NEIGHBOR • THRIVE

SIDEWALK

FRONT PORCH

LIVING ROOM

SANCTUARY

FRONT LAWN
Using organic inspirations, the site is organized
around a central living room that gathers the
energy of the site by clustering entries, opening
up vertical circulation for the two resident
populations, and providing a place where
people mix with their neighbors. A paseo that
opens east-to-west creates porosity through the
project, activation of the alley, and opens out to
an inviting plaza along 4th street.

CREATING A HOME
HOME is comprised of 100 units of affordable housing – 50 units are family housing and 50 units are for special needs residents. Support services, community spaces and neighborhood serving retail compliment the housing. The design emphasizes connections both within the residential community and outward to the greater neighborhood. HOME gives residents places for gatherings of different scales, and opens up the building to provide perches, porches and play areas that face the neighborhood, as well as areas within the project to find solace and sanctuary, creating a richly woven series of spaces for the residents to heal, grow and thrive.

A PLACE:

TO BE A GOOD NEIGHBOR

TO BE YOURSELF

TO FEEL SAFE AND PROTECTED

TO BE SUPPORTED AND NURTURED

TO FIND A COMMUNITY

TO BE A PART OF A NEIGHBORHOOD

TO BE THE BEST YOU CAN BE

TO LEARN

TO THRIVE
GROUND FLOOR_ NTS

SITE PLAN

RENDER AERIAL

MASSING

FAMILY HOUSING

COMMUNITY RETAIL

RESIDENTIAL AMENITY SPACES

SPECIAL NEEDS HOUSING

PROGRAM BIG IDEAS

VIEW TO FRONT PORCH

FRONT PORCH
VIEWS INTO PROJECT 4th

COMMUNITY SERVING RETAIL

PEDESTRIAN SCALE

SETBACK TO ALLOW FOR OUTDOOR STREETSCAPE AND

FURNITURE

OUTWARD FACING

LOCALLY OWNED FOOD AND BEVERAGE WITH OUTDOOR

SEATING

WELLNESS STORE WITH COMMUNITY MEDITATION CLASSES

RETAIL THAT ENCOURAGES COMMUNITY INTERACTION

FRONT DOOR TO THE COMMUNITY

WELCOMES RESIDENTS HOME

LARGE SHADE TREE WITH INDIVIDUAL SEATING

SHELTERED PUBLIC SPACE FOR RESIDENTS

WARM AND INVITING

CONNECT WITH NEIGHBORHOOD

PEOPLE WATCHING

FRONT LAWN

FRONT PORCH

FRONT LAWN/

FRONT PORCH

FRONT LAWN/

FRONT PORCH

LIVING ROOM
4th

FRAMED BY FEATURE STAIRS

VIEWING DECKS

OPEN AIR FLOW

NODE FOR MULTIPLE CIRCULATION SPOKES

GATHERING

AMPHITHEATER

LIVING ROOM
TYPICAL PLAN_ NTS

LIVEABILITY

INDEPENDENCE

LIGHT AND AIRY

PEACEFUL
SAFE

OWNERSHIP OF SPACE

SANCTUARY
STUDIO
3 BEDROOM 2 BEDROOM

LIVING ROOM

SANCTUARY
ROOF PLAN_ NTS

TEACHING KITCHEN

COMMUNITY ROOM WITH PRIVATE PATIO

AROMATIC HERB GARDEN CARED FOR BY RESIDENTS

CONTAINER GARDEN

OUTDOOR MEDITATION GARDEN

LIBRARY/ COMPUTER AREA

BIKE REPAIR AREA

QUALITY DAYCARE WITH SEPARATE PLAY YARD FOR FAMILIES

FAMILY PLAY AREA WITH BOLD AND INTERACTIVE ELEMENTS

ICONIC WHIMSICAL TREEHOUSE FOR CHILDREN

INDOOR-OUTDOOR PLAY AREAS

DECKS OPEN TO SEA BREEZE WITH INTERACTIVE EDUCATIONAL

STATIONS
CHILDREN’S LIBRARY/ STUDY AREA

CONTAINER GARDEN

SPECIAL NEEDS HOUSING

FAMILY HOUSING

AMENITIES AMENITIES
SOURCES TOTAL Commercial Residential
Net Investor Equity (Federal) $15,041,496 $15,041,496
Permanent Loan $8,776,000 $3,737,088 $5,038,912
NPLH - 49 units $11,284,651 $11,284,651
AHSC $4,655,000 $4,655,000
LACDA $6,860,000 $6,860,000
City Land Note $11,000,000 $11,000,000
Deferred Developer Fee $343,174 $38,333 $304,842
TOTAL SOURCES: $3,775,421 $54,184,900

6.51%
USES
Land at $3,942,652 Per Acre or $90.51 Per SF $11,000,000 $716,518 $10,283,482 Hard Cost Residential $28,300,000 $1,843,406 $26,456,594 General Conditions, Profit & Overhead $3,962,000 $258,077 $3,703,923 GC Bond / Insurance / Letter of Credit $495,250 $32,260 $462,990 Hard Cost Contingency $2,547,000 $165,907 $2,381,093
Construction Interest (4%) at Perm. Rate + -75bp $1,602,863 $104,407 $1,498,455 Construction Loan Fees $382,500 $24,915 $357,585
Permanent Loan Fees $96,198 $6,266 $89,932
Accounting & Audit $25,000 $1,628 $23,372
Appraisal / Market Study $25,000 $1,628 $23,372
Architecture (Architect, Landscape Architect) $1,800,000 $117,248 $1,682,752 Civil Engineering $250,000 $16,285 $233,715
Consultants ( CM, Geo, LEED, Utilities, exc.) $325,000 $21,170 $303,830 Environmental (EIR, Phase I, Asbestos, exc.) $250,000 $16,285 $233,715 Financial Advisor / Syndication Consultant $20,000 $1,303 $18,697 Furnishings $397,000 $25,860 $371,140
Impact Fees $1,250,000 $81,423 $1,168,577
Lease-up & Marketing Expenses $120,000 $7,817 $112,183
Legal $145,000 $9,445 $135,555
Operating & Debt Service Reserve (3-mo's / debt) $347,958 $22,665 $325,293 Other (Admin, Repro. & Reimb.) $15,000 $977 $14,023
Other (Security) $18,000 $1,172 $16,828
NPLH Rent Reserve $475,000 $30,941 $444,059
Permit Fees $655,145 $42,675 $612,470
Property Taxes and Insurance $390,000 $25,404 $364,596
Soft Cost Contingency $670,410 $43,669 $626,741
Tax Credit Fees (App., Mon., & Res.) $166,000 $10,813 $155,187 Title & Recording $30,000 $1,954 $28,046
Developer Fee $2,200,000 $143,304 $2,056,696
TOTAL USES $57,960,321 $3,775,421 $54,184,900
Quality Development Construction, Inc. Prepared by Tom Hodgin PROJECT INFORMATION Print date:

Project Name:

Cost Data:

Off Site
SF
Site
SF
Common Area
SF
Structures
SF
No.

Rental Units
Residential
Stories
Community
Stories
SITE INFORMATION 1,540 11,823 22,557 91,610 102 51
Acreage ID Description Area %
Gross Res Sq Ft 91,610 Gross Site Sq Ft 30,492 0.70 BFP Building Coverage 18,669 0.61 Gross non Res Sq Ft 22,557 Net Site Sq Ft 11,823 HSF Hardscape Sq. Ft. 3,049 0.10 Total Gross Sq. Ft. 114,167 Net Offsite Sq Ft 1,540 ASF Asphalt Sq. Ft. 0 0.00 Parking ‐ Covered 0 LSF Landscape Sq. Ft. 8,774 0.29
Parking 0
Total Parking 0 1.00

BUILDING INFORMATION
ID Description No. of BLDG'S BFP TBFP BArea TBArea
Affordable BT1 Six‐story Podium Residential 1 12,457 12,457 61,538 61,538 Commerical 1 16,000 16,000 16,000
PSH BT2 Six‐story Podium Residential 1 6,212 6,212 30,072 30,072 Commerical 1 6,557 6,557 6,557
00 18,669 114,167

UNIT INFORMATION
UNIT ID # of Units # Bedrooms Net Unit S.F. Net Patio S.F. GUSF GPSF Circulation Total SF PS.1 53 Studio 503 26,659 0 0 26,659
P2.1 34 2 992 33,728 0 0 33,728
P3.1 15 3 1,241 18,615 18,615
102 79,002 0 79,002 0.69

PARKING MIX
PARKING ID TYPE Description Cost per Stall
S1 GL1 On Grade ‐ Surface 0 200 0
S2 GL1 Below Grade 0 20,000 0
Parking
Factor
0 times the Unit Count = 0
0 ID TYPE BUILDING CPSF SITE CPSF PW Factor
CT1 Building Info 185 20 1.20
CT2 Building Info 230 20 1.30
Additional Site Development
OS‐01 Design Build BT1 ‐ Roof Top Garden 50,000
OS‐02 Design Build BT2 ‐ Roof Top Garden 50,000
OS‐03 Design Build BT1 ‐ Family Play Area/Kids Tree house 150,000 OS‐04 Design Build Shoring and Grading 250,000
500,000

CONSTRUCTION COST SUMMARY FOR PROFORMA
Site Development Parking Garage Additional Site
Development
Offsite Construction 40,040
Site Construction 1,231,808 731,808 0 500,000
Structures ‐ Common/Commerical Area 6,744,543
Structures ‐ Residential 20,337,420
Total Hard Cost 28,353,811
General Conditions (GR+GC+OH) 1,701,229 6%
Builder Fee (Profit) 2,268,305 8%
Total Construction Cost 32,323,345 316,896 per door
283 per GSF

BUILDING TYPE
Type V‐A above Podium
Type II Podium Slab on Grade
100 PHASE
v1
KMA
Five‐story Podium
One‐story Podium ‐ Commerical
November 1, 2019
Santa Monica ‐ 102 Unit Affordable and PSH Units PREVAILING WAGE Description: 102 Units, Type II &V, 5‐Story Wood over 1 Story with NO Parking Garage H 10/14/2019 Cost Data
Description
Construction
Cost
1 of 1 11/1/2019
Debt Assumptions
Construction Loan: $51,000,000
Interest Rate: 4%
Term: 24 months
Permanent Loan: $8,776,000
Interest Rate: 4.75%
Term: 17 years
Amortization: 40 years
Notes: Section 8 overhang assumed in loan sizing for senior debt NPLH: $11,284,651
Interest Rate: 3% simple
Term: 55 years
Repayment: 50% of cash flow
AHSC: $4,655,000
Interest Rate: 3% simple
Term: 55 years
Repayment: 50% of cash flow
LACDA: $6,860,000
Interest Rate: 3% simple
Term: 55 years
Repayment: 50% of cash flow
Notes: based on loan limits in NOFA Round 25. Assumed as construction source.

City Ground Lease: $11,000,000
Term: 55 years
Repayment: 85% of available cash flow
Deferred Developer Fee: $343,174
Equity Assumptions
Annual Credit Amount: $1,535,000
Credit Pricing: $.98
Capital Contributions: 10% @ closing, 87% @ conversion, 3% @ receipt of 8609s Unit Mix
50 – studio units
25 – 2BD units
25 – 3BD units
All studios will be permanent supportive housing (“PSH”) units. One – 2BD unit will be an employee unit. We are assuming that all the PSH units will have a PBV contract from the County.

Uses
Construction Costs: we have received a cost estimate from Quality Development & Construction Incorporated, an affiliate of Jamboree Housing Corporation. We have underwritten an incremental cushion with the assumption we will see cost escalation in the future.

Impact Fees: these were based on fees on recent LIHTC projects in Santa Monica.

FFE: all PSH units will be furnished, as reflected by the elevated line item cost

CASH FLOW STATEMENTS - ASSUMPTIONS
OTHER INCOME PENETRATION % Rental Income Growth Rate 2.50% SUBSIDY INCOME ASSUMPTIONS COMMERCIAL INCOME ASSUMPTIONS Washer & Dryer Rental 0 0.00 Per Unit Per Month 0.00% Subsidy Income Growth Rate 2.50% SOURCE AMOUNT START DATE END DATE DESCRIPTION SIZE - SQ.FT. RENT / SQ.FT. INCOME Laundry 12,000 10.00 Per Unit Per Month 100.00% Interest on GP Account 3.00% Subsidy 1 466,284 May-22 May-38 SPECIFY 0 0 0 Telephone 0 0.00 Per Unit Per Month 100.00% Operating Expense Growth Rate 3.50% Subsidy 2 0 Jan-02 Jan-02 SPECIFY 0 0 0 Cable 0 0.00 Per Unit Per Month 100.00% Real Estate Taxes 2.00% Subsidy 3 0 Jan-02 Jan-02 SPECIFY 0 0 0 Vending Machine 0 0.00 Per Unit Per Month 100.00% Vacancy (Residential) 5.00% TOTAL 466,284 TOTAL OR AVG. 0 0 0 Late Fees 0 0.00 Per Unit Per Month 100.00% Vacancy (Other Income) 5.00% Parking 0 0.00 Per Unit Per Month 0.00% Vacancy (Commercial) 10.00% Other 0 0.00 Per Unit Per Month 100.00% Vacancy (Subsidy) 5.00% GIC Income 0 0.00 Per Unit Per Month 0.00%
TOTAL 12,000 10.00 10% Residential Vacancy for PSH
Can go down to 7% if units have rental subsidies (stick to 10% to be conservative) Vacancy 5.0% 45.2%
Compounded Subsidy Growth Rate 0.0% 2.5% 5.1% 7.7% 10.4% 13.1% 16.0% 18.9% 21.8% 24.9% 28.0% 31.2% 34.5% 37.9% 41.3% 44.8%

CASH FLOW STATEMENT - DETAILED
Santa Monica RFP
Cash Flow Satement - Detailed City of Santa Monica
Version: 9% -
Revised: 08/01/19
INFLATOR: 2.5% / 3.5%
STABILIZED YEAR Lease Up 4mo.

PER UNIT TOTAL Stabilized 4mo. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 INCOME 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 TOTAL Gross Potential Rental Income 10,643 1,064,256 0 709,504 1,081,994 1,109,043 1,136,770 1,165,189 1,194,318 1,224,176 1,254,781 1,286,150 1,318,304 1,351,262 1,385,043 1,419,669 1,455,161 1,491,540 1,528,829 20,111,734 Other Income (Residential) 120 12,000 0 8,000 12,200 12,505 12,818 13,138 13,467 13,803 14,148 14,502 14,865 15,236 15,617 16,007 16,408 16,818 17,238 226,770 GROSS POTENTIAL INCOME (RES.) 10,763 1,076,256 0 717,504 1,094,194 1,121,548 1,149,587 1,178,327 1,207,785 1,237,980 1,268,929 1,300,652 1,333,169 1,366,498 1,400,660 1,435,677 1,471,569 1,508,358 1,546,067 20,338,503 Vacancy (Residential) (532) (53,213) 0 (320,729) (54,100) (55,452) (56,838) (58,259) (59,716) (61,209) (62,739) (64,308) (65,915) (67,563) (69,252) (70,983) (72,758) (74,577) (76,441) (1,290,840) Vacancy (Other Income) (6) (600) 0 (400) (610) (625) (641) (657) (673) (690) (707) (725) (743) (762) (781) (800) (820) (841) (862) (11,338) Gross Commercial Income 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Vacancy (Commercial) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subsidy Income 4,663 466,284 0 310,856 477,941 489,890 502,137 514,690 527,558 540,746 554,265 568,122 582,325 596,883 611,805 627,100 642,778 658,847 675,318 8,881,261 Vacancy (Subsidy) (233) (23,314) 0 (15,543) (23,897) (24,494) (25,107) (25,735) (26,378) (27,037) (27,713) (28,406) (29,116) (29,844) (30,590) (31,355) (32,139) (32,942) (33,766) (444,063) Operating Reserve Draws 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 EFFECTIVE GROSS INCOME 14,654 1,465,413 0 691,688 1,493,528 1,530,866 1,569,138 1,608,366 1,648,575 1,689,790 1,732,035 1,775,335 1,819,719 1,865,212 1,911,842 1,959,638 2,008,629 2,058,845 2,110,316 27,473,522

EXPENSES
Management Fee 540 54,000 0 18,000 55,890 57,846 59,871 61,966 64,135 66,380 68,703 71,108 73,596 76,172 78,838 81,598 84,454 87,410 90,469 1,096,436 Real Estate Taxes 2.00% 250 25,000 0 16,667 25,333 25,840 26,357 26,884 27,422 27,970 28,529 29,100 29,682 30,276 30,881 31,499 32,129 32,771 33,427 454,767 Insurance - Property 250 25,000 0 16,667 25,583 26,479 27,406 28,365 29,357 30,385 31,448 32,549 33,688 34,867 36,088 37,351 38,658 40,011 41,412 510,315 Utilities 1,050 105,000 0 70,000 107,450 111,211 115,103 119,132 123,301 127,617 132,083 136,706 141,491 146,443 151,569 156,874 162,364 168,047 173,929 2,143,321 Payroll 2,100 210,000 0 140,000 214,900 222,422 230,206 238,263 246,603 255,234 264,167 273,413 282,982 292,887 303,138 313,747 324,729 336,094 347,857 4,286,642 Repairs & Maintenance 900 90,000 0 60,000 92,100 95,324 98,660 102,113 105,687 109,386 113,214 117,177 121,278 125,523 129,916 134,463 139,169 144,040 149,082 1,837,132 Marketing 8 832 0 554 851 881 912 944 977 1,011 1,046 1,083 1,121 1,160 1,200 1,242 1,286 1,331 1,378 16,976 Administrative 500 50,000 0 33,333 51,167 52,958 54,811 56,729 58,715 60,770 62,897 65,098 67,377 69,735 72,176 74,702 77,316 80,022 82,823 1,020,629 Contract Services 600 60,000 0 40,000 61,400 63,549 65,773 68,075 70,458 72,924 75,476 78,118 80,852 83,682 86,611 89,642 92,780 96,027 99,388 1,224,755 Manager Rent 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Agency Debt Service 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Social Services 2,315 231,500 0 154,333 236,902 245,193 253,775 262,657 271,850 281,365 291,213 301,405 311,954 322,873 334,173 345,869 357,975 370,504 383,471 4,725,512 Community Facilities District (CFD) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Internet (TCAC Site Amenity Election) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Other (Security) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Other (VHHP Payments) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Operating Reserve 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Replacement Reserve 500 50,000 0 33,333 51,167 52,958 54,811 56,729 58,715 60,770 62,897 65,098 67,377 69,735 72,176 74,702 77,316 80,022 82,823 1,020,629 TOTAL EXPENSES 9,013 901,332 0 582,888 922,743 954,659 987,684 1,021,858 1,057,220 1,093,811 1,131,675 1,170,855 1,211,399 1,253,353 1,296,766 1,341,689 1,388,176 1,436,280 1,486,058 18,337,112 NET OPERATING INCOME 5,641 564,081 0 108,800 570,785 576,207 581,454 586,509 591,356 595,979 600,360 604,480 608,320 611,859 615,076 617,949 620,453 622,565 624,257 9,136,410

DEBT SERVICE (HARD)
Permanent Loan 0 40,875 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 7,398,359 Tranche B - Loan 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
FIXED RATE MORTGAGE (3) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ACCRUAL MORTGAGE 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Variable Interest Mortgage 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 TOTAL DEBT SERVICE Stabilized DSC 1.15 0 40,875 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 490,499 7,398,359 Required DSC 1.15
NET CASH FLOW 0 67,926 80,286 85,709 90,955 96,010 100,857 105,480 109,861 113,981 117,821 121,360 124,577 127,450 129,954 132,066 133,759 1,738,051

HARD DEBT RATIOS
Debt Service Coverage Ratio (Hard) N/A 2.66 1.16 1.17 1.19 1.20 1.21 1.22 1.22 1.23 1.24 1.25 1.25 1.26 1.26 1.27 1.27 1.23 Break-Even Occupancy N/A 0.61 89.9% 89.7% 89.5% 89.4% 89.2% 89.1% 89.0% 88.9% 88.9% 88.9% 88.8% 88.9% 88.9% 88.9% 89.0% 88.1% Ratio of Hard Debt To Total Sources 15.1%

GP OPERATING RESERVE ACCOUNT
Beginning Balance 347,958 347,958 354,917 365,565 376,532 387,828 399,462 411,446 423,790 436,503 449,598 463,086 476,979 491,288 506,027 521,208 536,844 Interest 3.0% 0 6,959 10,648 10,967 11,296 11,635 11,984 12,343 12,714 13,095 13,488 13,893 14,309 14,739 15,181 15,636 16,105 Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Length of Guarantee (In Mo.) 180 Receipts from Cash Flow 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Expiration Date 1-Sep-37 Release 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (552,949) ENDING BALANCE 347,958 354,917 365,565 376,532 387,828 399,462 411,446 423,790 436,503 449,598 463,086 476,979 491,288 506,027 521,208 536,844 0

DEBT ASSUMPTIONS

CONSTRUCTION LOAN
Lender Construction Loan
Principal Amount 51,000,000
Construction Loan Interest Rate 4.00%
Bridge Loan Interest Rate 10.00%
Interest on Surplus Funds - GIC Rate Tax-Exempt Bonds 0.00% Funding Format (Up Front, As Needed, or Forced) As Needed Avg. Retainage % 10.00%
Construction / Bridge Loan Origination Fee %: 0.75%
FIXED RATE MORTGAGE (1)
Lender Permanent Loan
Loan Closing Date (MM/YY) Dec-22 Present Debt Service 490,499 Principal Amount (Requested) 8,776,000 Max Debt Service 490,506 Principal Amount Eligible 8,776,119 DELTA 7
Amortization (Months) 480
Interest Rate 4.75%
DCR 1.15 Perm and Tranche B loan Breakout
Loan Origination Fee %: 0.75% Tranche B 6,891,835
Servicing Fee Rate 0 Perm Portion 1,884,284
Servicing Fee (Fixed or DB) FIXED Total Loan 8,776,119
Include in Minimum Gain YES
FIXED RATE MORTGAGE (2)
Lender Tranche B - Loan B Tranche YES / NO YES
Loan Closing Date (MM/YY) Jan-00 Subsidy Income After Vacancy 442,970 Principal Amount (Requested) 0 Max Debt Service 385,191 Principal Amount Eligible 3,928,517 DELTA 57,779
Amortization (Months) 180
Interest Rate 5.50%
DCR 1.15
Loan Origination Fee %: 1.00%
Servicing Fee Rate 0.00%
Servicing Fee (Fixed or DB) FIXED
Include in Minimum Gain YES
FIXED RATE MORTGAGE (3)
Lender Fixed Rate Mortgage (3)
Loan Closing Date (MM/YY) Jan-00 Present Debt Service 0 Principal Amount (Requested) 0 Max Debt Service 7
Principal Amount Eligible 48 DELTA 7
Amortization (Months) 120
Interest Rate 7.00%
DCR 1.15
Loan Origination Fee %: 1.00%
Servicing Fee Rate 0.00%
Servicing Fee (Fixed or DB) FIXED
Include in Minimum Gain YES

ACCRUAL MORTGAGE
Lender Accrual Mortgage Simple or Compounded COMPOUNDED Loan Closing Date (MM/YY) Jan-00 Amortize Principal (YES or NO) NO Principal Amount (Requested) 0 Include in Minimum Gain YES Interest Rate 0.00%
Pay Rate 0.00%
Loan Origination Fee %: 1.00%

VARIABLE INTEREST MORTGAGE
Lender Variable Interest Mortgage Amortize Principal (YES or NO) NO Loan Closing Date (MM/YY) Jan-00 Include in Minimum Gain YES Principal Amount 0
Amortization (Months) 0
Initial Interest Rate 0.00%
Servicing Fee Rate 0.00%
Servicing Fee (Fixed or DB) FIXED
Include in Minimum Gain YES
CASH FLOW MORTGAGE (1)
Lender NPLH - 49 units
Distribution Level 4
Loan Closing Date (MM/YY) Sep-22 Accrue Interest (YES or NO) YES Principal Amount 11,284,651 Simple or Compounded SIMPLE Interest Rate 3.00% Amortize Principal (YES or NO) NO
Percent of Available Cash Flow 50.00% Include in Minimum Gain YES Amortization (Months) 0 Term (Months) 660
Loan Closed & Info Entered? YES
CASH FLOW MORTGAGE (2)
Lender AHSC
Distribution Level 5
Loan Closing Date (MM/YY) Sep-22 Accrue Interest (YES or NO) YES Principal Amount 4,655,000 Simple or Compounded SIMPLE
Interest Rate 3.00% Amortize Principal (YES or NO) NO
Percent of Available Cash Flow 50.00% Include in Minimum Gain YES Amortization (Months) 0 Term (Months) 660
Loan Closed & Info Entered? YES
CASH FLOW MORTGAGE (3)
Lender LACDA
Distribution Level 6
Loan Closing Date (MM/YY) Sep-22 Accrue Interest (YES or NO) YES Principal Amount 6,860,000 Simple or Compounded SIMPLE
Interest Rate 3.00% Amortize Principal (YES or NO) NO
Percent of Available Cash Flow 50.00% Include in Minimum Gain YES Amortization (Months) 0 Term (Months) 660
Loan Closed & Info Entered? YES
CASH FLOW MORTGAGE (4)
Lender City Land Note
Distribution Level 7
Loan Closing Date (MM/YY) Sep-22 Accrue Interest (YES or NO) YES Principal Amount 11,000,000 Simple or Compounded SIMPLE Interest Rate 3.00% Amortize Principal (YES or NO) NO
Percent of Available Cash Flow 50.00% Include in Minimum Gain YES Amortization (Months) 0 Term (Months) 660
Loan Closed & Info Entered? YES

DEVELOPER PROFIT ANALYSIS / EQUITY INVESTMENT

DEVELOPER FEE PAYMENT SCHEDULE

PERCENT OF IDEAL

EVENT DATE TOTAL FEE FEE
Pre-Development Loan Jan-21 0 0.00% 0.00%
Construction Closing Jan-21 660,000 30.00% 20.00%
25% Completion Jan-21 0 0.00% 0.00%
50% Completion Aug-21 220,000 10.00% 20.00%
75% Completion Aug-21 0 0.00% 0.00%
Construction Completion May-22 440,000 20.00% 20.00%
X Months After Completion May-22 0 0.00% 0.00%
Perm Conversion Dec-22 550,000 25.00% 45.00%
X Months After Perm Conversion Dec-22 0 0.00% 0.00%
Receipt 8609 Apr-23 330,000 15.00% 5.00%
X Months After Rental Achievement Apr-23 0 0.00% 0.00%
TOTAL 2,200,000 100.00% 100.00%

DEFERRED DEVELOPER FEE
Lender Deferred Developer Fee
Distribution Level 1
Loan Closing Date (MM/YY) Apr-23 Accrue Interest (YES or NO) YES Interest Rate 0.00% Simple or Compounded COMPOUNDED
Percent of Available Cash Flow 100.00% Amortize Principal (YES or NO) YES Amortization (Months) 0 Include in Minimum Gain NO
Loan Closed & Info Entered? YES

TCAC DEVELOPER FEE CALCULATION DEFERRED FEE BALANCE
Developer Fee (Per Developer): 2,200,000 Remaining Balance end of Year 15 - Current Assumptions 0 Remaining Balance end of Year 15 using 3%/3% 6,230,586
Max Potential TCAC Fee (Per Limits) 9% 2,200,000 Bridge Loan After Conversion 458,233 Max Potential TCAC Fee (Per Basis) 6,358,618
Max Developer Fee For 9% 2,200,000 TCAC 2nd Tiebreaker Score Min Ineligible Developer Fee 800,000 2nd Tiebreaker Score 72.441% (4% Acq/Rehab = +5% of Acquisition Basis)
Total Current Uses 57,960,321
Amount to Add / (Subtract) to Total Uses 0
TOTAL DESIRED USES 57,960,321 57,960,321
1,856,826 Cash Profit
DEFERRED FEE PRINCIPAL AMOUNT 343,174 343,174 343,174 Deferred Profit 2,200,000 TOTAL PROFIT

EQUITY INVESTMENT & SCHEDULE
Federal State
Credit Price 0.98 Credit Price 0.70
Rounding Factor 0.00% Rounding Factor 0.00%
LP & SLP Interest: 99.99% LP & SLP Interest: 99.99%
EQUITY AMOUNT OF 1 PENNY 153,485 EQUITY AMOUNT OF 1 PENNY 0 Max Available Annual Federal Credits 5,217,122
REQUESTED CREDIT RESERVATIONS 1,535,000
Total Eligible: 44,590,785 Total Threshold: 45,347,060 5,305,606 Max Available Annual State Credits 13,377,235
REQUESTED CREDIT RESERVATIONS 0

NET INVESTOR EQUITY
Investor Net Investor Equity (Federal) Applicable Percentage / Credit Rate Investor Net Investor Equity (State) Acquisition 3.25%
Limited Partner (LIHTC) 15,041,496 New or Rehab Costs 9.00% Limited Partner (HC) 0
Limited Partner (SC) 0
LIHTC Timing Adjuster 0
LIHTC Basis Adjuster 0
State Credit Adjuster 0
Loss Adjuster 0
TOTAL LIMITED PARTNER 15,041,496
General Partner Equity 0
Land Note 0
Other 0
Land Donation (De Minimis Lease Amount) 0 No Is not included in S&U Interest on Surplus Funds 0
NOI During Construction 0.00% 0
Discount Rate 10.00%

FEDERAL TAX CREDITS

PAYMENT CUMULATIVE EVENT

EVENT MONTH MONTHS DATE PERCENT AMOUNT
20211### Pre-Development Loan 0 0 Jan-21 0.000% 0
20211### Construction Closing 0 0 Jan-21 10.000% 1,504,150 20211### 25% Completion 0 0 Jan-21 0.000% 0
20213### 50% Completion 7 7 Aug-21 0.000% 0
20213### 75% Completion 0 7 Aug-21 0.000% 0
20222### Construction Completion 9 16 May-22 0.000% 0
20222### X Months After Completion 0 16 May-22 0.000% 0 20224### Perm Conversion 7 23 Dec-22 87.000% 13,086,102 20224### X Months After Perm Conversion 0 23 Dec-22 0.000% 0 20232### Receipt 8609 4 27 Apr-23 3.000% 451,245
20232### X Months After Rental Achievement 0 27 Apr-23 0.000% 0 TOTAL 27 27 100.000% 15,041,496
NPV 12,771,278
City responsibilities/ obligations
As with any LIHTC project undertaking, the City is a major participant throughout the development process. Financially, Jamboree is not requesting any additional City assistance other than the leasehold interest in the land. As with any public partner involved in the permit process, facilitating and coordinating meetings between our design engineering team and their counterparts at the City would be invaluable to move effectively through the entitlement process. Review of past LIHTC developments in the City reveals a similar attention to detail and quality found in Jamboree projects throughout the State. We understand that delivering a quality project requires close coordination and teamwork between the City and our team.

In connection with our financing applications, as on other LIHTC projects we would require City assistance with the necessary attachments and certifications. Our job as your development partner is to clearly map out what is necessary to win allocations of other public sources and the timing of these. Our staff is experienced in engineering winning applications and will work with City staff to obtain the necessary documents in a timely manner.

Financial Contingencies
As with any project contemplating competitive financing sources in the future, this proposal is conditioned upon assumptions made based on the current regulations of each and what is known about the competition. As one of the most successful recipients of HCD funding in the State, we are confident that we can win allocations of these scarce resources. We have reviewed the County NOFA from the last round, and similarly believe that the proposed project would be very competitive for an allocation of funds. Jamboree has never been awarded a buildable RFP site and been unable to successfully complete the project. Our strong history of multiple developments in our partner jurisdictions is testament to our ability to fulfill the vision of local stakeholders. This same strong history also enables us to get the most favorable terms from our lender and investor partners.

City financial assistance
The proposal only assumes a City ground lease for 55 years with payments from residual receipts. Our proposal assumes a ground lease payment of 85% of available cash flow following repayment of the other subordinate lenders.

4.5.5 i. Ground Lease Terms
We propose that the Ground Lease be for a term of 58 years. This will comply with the requirements from other funding sources to retain site control until the expiration of the Regulatory Agreements, which will run to 55 Years. The additional years will allow for the construction period.

The project is underwritten with no hard ground lease payment. We propose the potential to include a residual receipts payment of 85% of cash flow, subordinate to the other soft loans. However, this will be constrained by the true debt economics available from the projected cash flow, and subject to review by Investor’s counsel.
1318 Fourth Street
Santa Monica, CA
102 Units
Anticipated Project Timeline
1/1/20 Developer Selection
1/15/20-2/15/20 Ground Lease/DDA Negotiation
3/1/20 Entitlement Submittal
3/1/20 Submit application for Project Based Vouchers
9/1/20 Entitlement Approval
11/1/20 No Place Like Home application submittal
1/1/21 Affordable Housing Sustainable Committees application 7/1/21 9% Tax Credit Application
9/1/21 9% Tax Credit Allocation
10/1/21 Permit Drawing Submittal #1
12/1/21 Permit Drawing Submittal #2
2/1/22 Permit Drawing Submittal #3
3/1/22 Close of Construction/Execution of Ground Lease
4/1/23 Begin resident lease up
7/1/23 Completion of Construction
11/1/23 100% Occupancy
05/01/24 Stabilized Operations/Conversion of Permanent Loan Source of funding: Department of
Health Services
Total Program
Budget
(Total Program Budget for each staff position should equal Salary x Months x %FTE to Program) Staff Name Title FTE
(Agency
Wide)
Salary
(Monthly)
Months
per Year
% FTE to
Program
Service Coordinator I 4.00 $ 3,800.00 12 100% $182,400
Peer Advocate 0.50 $ 3,000.00 12 100% $18,000
$0
$200,400
FICA 7.65% $15,330.60
FUTA 0.60% $1,202.40
SUTA 6.20% $12,424.80
W. Comp & Empl. Liability 6.80% $13,627.20
Group Medical 8.69% $17,414.76
ST/LT Disability, Pension, Life etc 2.79% $5,591.16
$65,591
1C. Consultant Services
$0
(Insert new rows above this line)
(Insert new rows above this line)
Total 1B
1B. Staff Fringe Benefits
List each fringe benefit as a percentage of total staff salaries listed above (FICA, SUI, Workers’ Compensation, Medical Insurance, Retirement, etc.).

Example: If total staff salaries are $60,000, and FICA is 7.5%, then the Total Program Budget for FICA = $4,500 ($60,000 x 7.5%)
Total 1A

SUPPORTIVE SERVICES BUDGET
1A. Staff Salaries
(Insert new rows above this line)
Total 1C
City of Santa Monica
Exhibit C – Program Budget 1
Fiscal Year 2018-19 Human Services Grants Program
Revised 5/5/2017
Source of funding: Department of
Health Services
Total Program
Budget
$ /mo $0
$150 /mo $1,800
$300 /mo $3,600
$5,400

3. Equipment Purchase
Computer $600 5 $3,000
Office furniture $600 5 $3,000
Vehicle lease $350 1 12 $4,200
$10,200
$300 /mo $3,600
$300 /ee 4.5 ee $1,350
$4,950
$175 /mo $2,100
$2,100

2. Space/Facilities
(Insert new rows above this line)
Equipment Rental/Lease - $/MO X 12 MOS
(Insert new rows above this line)
List any trainings/seminars/conferences to be attended and include any amounts for travel, per diem, lodging, etc. For mileage, include mileage reimbursement rate in calculation.

4. Travel/Training
Total 2
Repairs & Maintenance - $/MO X 12 MOS
Rent - $/MO x 12 MOS
List any rental costs, utilities, janitorial costs, and any other facility costs.

Mileage & Parking Reimburseable - $/MO X 12 MOS
Staff Training - $ x FTE
Liability, Property, and D&O Insurance - $/MO X 12 MOS

5. Insurance
Equipment is defined as non-expendable personal property having a useful life of more than one year and a unit cost of $1,000 or more. List each item to be leased, rented or purchased. (Insert new rows above this line)
Total 4
Total 3
• Comprehensive commercial general liability coverage in the amount of $1,000,000 • Comprehensive automobile liability coverage in the amount of $1,000,000 • Workers’ compensation and employer’s liability of $1,000,000 • Crime coverage in an amount not less than $25,000 (based on the amount of City funding). (Insert new rows above this line)
Total 5
City of Santa Monica
Exhibit C – Program Budget 2
Fiscal Year 2018-19 Human Services Grants Program
Revised 5/5/2017
Source of funding: Department of
Health Services
Total Program
Budget
$50 /mo $600
$19 /mo $228
$300 /mo $3,600
$125 /mo $1,500
$5,928

7. Scholarships/Stipends
$0
Flexible funds for tenants
$5,000.00
$5,000
$29,957
$29,957
$329,526
List any scholarships or stipends, and include:
• Number of people or organizations to receive funds
• Maximum amount per recipient
• Basis for computation
(Insert new rows above this line)
(Insert new rows above this line)
(Insert new rows above this line)

6. Operating Expenses
List all operating expenses [e.g., telephone, utilities, office supplies, printing, annual agency financial audit (required by the contract), etc.] included in the Total Program Budget.

Telephone & Internet - $/MO X 12 MOS
Utilities - $/MO x 12 MOS
Office Supplies & Printing - $/MO X 12 MOS
Postage & Courier - $/MO X 12 MOS
List any program expense not appropriate for any of the above line items and provide justification.

Administrative Overhead Allocation - 10%
Total 7
Total 6
Total Program Budgets that include any indirect administrative costs will need to provide a Cost Allocation Plan, which includes a proposed administrative budget for the entire organization and a narrative describing the methodology used to allocate indirect costs to this program.
(Insert new rows above this line)

8. Other
Total 8

10. TOTAL PROGRAM BUDGET
Total 9

9. Indirect Administrative Costs
City of Santa Monica
Exhibit C – Program Budget 3
Fiscal Year 2018-19 Human Services Grants Program
Revised 5/5/2017
Quality Development and Construction, Inc. (“QDC”) was incorporated in 2012 as a subsidiary 501(c)(3) to support Jamboree’s activities. The initial responsibility was to act as Construction Manager for Jamboree development projects. In 2015, QDC was licensed as a General Contractor by the Contractors State License Board and began acting as General Contractor for Jamboree projects. Since then, QDC completed three award winning LEED Certified new construction projects and two rehabilitation projects. Santa Ana Veterans Village is currently under construction with completion slated for February 2020 and construction will begin later this year on the 102 unit Manchester Apartments and a conversion of the 70 unit EconoLodge Motel, both in Anaheim.

QDC addresses all aspects of design and construction – from strategic master planning to post-construction warranty service – to ensure the highest industry standards and benchmarks in all specifications unique to Jamboree affordable housing properties. QDC provides Jamboree a strategic advantage in navigating the ever-changing dynamics of the construction industry which allows the development team to focus on successfully bringing high quality affordable housing to fruition.

Combined Experience Housing Units Built: 7,142
Combined Experience Construction Types: Type I, Type III, Type V-A, Type V-B (Story Heights 1 to 12) Combined Experience Total Development Costs: over $1,000,000,000 Tyson Jacobsen, Vice President of Construction, a leader in the multifamily housing industry, heads up operations for Quality Development and Construction, Inc. Jacobsen’s professionalism, focus on technology, and industry experience are integral to meeting the challenges of the construction industry.

Jacobsen has had a long, successful partnership with Jamboree. He has served as general contractor on seven of our affordable apartment communities, including the recently completed West Gateway Place in West Sacramento, California.

Jacobsen founded Advent Companies in 2002 where he successfully completed more than 80 construction projects. Prior to that, he held construction management positions at ICON Builders and Sares Regis Group. Jacobsen is a graduate of Brigham Young University and a licensed general contractor.

Thomas Hodgin, Director of Construction/RME, oversees field operations, including quality control and quality assurance policies, for Quality Development and Construction, Inc. With over 20 years’ experience in the architectural and construction industries, is trained as an architect and is also a licensed General Contractor, with an extensive background in development, construction and construction management.

Thomas has managed and commissioned all types and phases of development. Most recently, at CGI Strategies in Real Estate he managed all phases of development for a Transit Orientated Designed (TOD) mixed-use project valued at more than $100 million dollars. Prior to that, Thomas was the Owner/President of the Design and Entitlement entity of Palm Communities, a leading affordable housing developer. In that role, he managed all facets of development for affordable multifamily and mixeduse product and designed/bid/built over 20 affordable housing projects.

DEVELOPMENT PROJECT STATUS/PIPELINE REPORT
SECOND QUARTER - 2019

COMPLETED / STABILIZING / CONVERTING
Project Unit Start/ Finish/ Tax Credit Tax Credit Total Developer JHC Share Construction General General Information/ Project Name Location Type Count Exp. Start Exp. Finish Round Equity Dev Cost Fee Fee Contract Value Contractor Comments Miracle Terrace Anaheim AR-S 179 03/2017 12/2017 Bond/4% $19,076,923 $52,598,852 $3,500,000 $1,050,000 $7,438,333 United Ren. 70%-30% CPP/JHC; converting 7/2019 Summerfield Apartments Indio AR-LF 268 06/2017 01/2018 Bond/4% $19,805,282 $68,871,363 $7,597,741 $3,039,096 $13,932,069 United Ren. 60%-40% CPP/JHC; converting 6/2019 Heritage Villas Mission Viejo R-S 143 07/2017 07/2018 Bond/4% $10,748,288 $37,407,003 $4,067,361 $4,067,361 $6,560,837 United Ren. Converted; PIS submitted 5/8 Lake Merritt Oakland R-S 55 09/2017 07/2018 Bond/4% $11,312,300 $35,492,454 $4,133,706 $111,497 $4,964,706 Skender Const. PPD/JHC; converting 06/2019 Desert Oasis Indio AR-LF 90 08/2017 08/2018 Bond/4% $6,571,377 $21,006,602 $2,557,941 $767,382 $4,804,940 United Ren. 70%-30% CPP/JHC; converting 1/2020 Compass Rose Fullerton NC-LF 46 12/2017 05/2019 R2-2017 $10,688,819 $22,825,343 $1,685,017 $1,348,014 $10,350,000 Advent 80%-20% JHC/Habitat; 100% complete Subtotal 781 $78,202,989 $238,201,617 $23,541,766 $10,383,351 $48,050,885

UNDER CONSTRUCTION
Project Unit Start/ Finish/ Tax Credit Tax Credit Total Developer JHC Share Construction General General Information/ Project Name Location Type Count Exp. Start Exp. Finish Round Equity Dev Cost Fee Fee/Proceed Contract Contractor Comments Cienega Gardens Covina R-LF 180 03/2018 06/2019 Bond/4% $25,449,613 $77,758,727 $9,006,531 $432,847 $13,679,863 Ashwood PPD/JHC; 83% complete Metro East Santa Ana NC-S 418 10/2018 06/2020 Bond/4% $53,033,898 $147,883,898 $13,500,000 $4,725,000 $95,553,996 Sinanian 65%-35% TPC/JHC; 10% complete Veterans' Village Santa Ana NC-SH 76 01/2019 03/2020 R1-2018 $12,901,710 $29,354,552 $2,200,000 $2,200,000 $14,880,000 QDCI Construction started 1/14; 10% complete Corona Park Corona R-LF 160 03/2019 01/2020 Bond/4% $17,797,249 $56,060,410 $6,639,506 $285,357 $10,825,852 Ashwood PPD/JHC; construction started 3/4; 22% complete Citrus Grove Fontana R-LF 50 03/2019 01/2020 Bond/4% $7,155,227 $22,303,950 $2,664,085 $11,204 $3,277,202 Square Top PPD/JHC; construction started 3/4; 36% complete Sky Parkway Sacramento R-S 59 03/2019 01/2020 Bond/4% $3,710,000 $11,225,000 $1,295,336 $0 $3,032,137 MRFG-Icon PPD/JHC; construction starting 3/25; 27% complete First Point I Santa Ana NC-LF 346 03/2019 03/2021 Bond/4% $61,893,494 $157,346,494 $13,500,000 $4,725,000 $108,376,690 Sinanian 65%-35% TPC/JHC; grading permit, demo completed First Point II Santa Ana NC-LF 206 03/2019 03/2021 Bond/4% $39,381,720 $100,171,720 $9,000,000 $3,150,000 $68,308,468 Sinanian 65%-35% TPC/JHC; grading permit, demo completed Subtotal 1495 $221,322,911 $602,104,751 $57,805,458 $15,529,408 $317,934,208

IN DEVELOPMENT
Project Unit Start/ Finish/ Tax Credit Tax Credit Total Developer JHC Share Construction General General Information/ Project Name Location Type Count Exp. Start Exp. Finish Round Equity Dev Cost Fee Fee/Proceed Contract Contractor Comments Cornerstone Santa Ana R-LF 127 07/2019 04/2020 Bond/4% $10,649,176 $33,408,500 $3,885,325 $3,885,325 $6,779,752 QDCI Refi/Rehab of JHC Asset; closing 8/30 Sierra Ave Fontana NC-LF 60 12/2019 03/2021 R2-2019 $14,932,507 $22,996,327 $2,200,000 $2,200,000 $15,144,612 QDCI Entitlement obtained; 9% submitted Econolodge Anaheim AR-SH 70 01/2020 01/2021 Bond/4% $4,706,424 $18,753,942 $2,000,000 $2,000,000 $3,865,761 QDCI Secured MHSA, PBVs; PC approval 7/8; CC 7/30 Manchester Ave Anaheim NC-LF 102 12/2019 06/2021 Bond/4% $14,971,921 $51,159,466 $2,200,000 $2,200,000 $26,588,536 QDCI Entitlement obtained; AHSC submitted Sunrise Pointe Citrus Heights NC-LF 47 03/2020 06/2021 R2-2019 $16,100,390 $23,195,522 $1,971,505 $1,971,505 $14,394,001 QDCI 75%-25% JHC/TLCS; NPLH submitted; 9% app 7/1 North Harbor Village Santa Ana AR-SH 90 03/2020 03/2021 R2-2019 $21,696,715 $32,577,201 $1,884,958 $1,884,958 $8,868,950 QDCI Secured VASH-PBVs; considering clinic; 9% app 7/1 San Ysidro Boulevard San Ysidro NC-SH 65 12/2020 06/2022 R1-2020 $16,597,538 $29,285,293 $1,400,000 $1,400,000 $13,937,299 QDCI Secured PBVs/HOME; NPLH/IHTF submitted Airport Inn Buena Park AR-SH 59 12/2020 12/2021 R1-2020 $7,920,308 $17,020,758 $1,143,000 $1,143,000 $4,347,570 QDCI PSA signed; CC Study Session 6/11; PBV/SNHP app W. Mission Blvd Pomona NC-LF 57 12/2020 03/2022 R1-2020 $17,809,769 $24,277,262 $1,850,000 $1,850,000 $16,164,488 QDCI ENA signed; MHSA secured; CC Closed Session 7/15 Walnut Village Brea AR-LF 47 12/2020 12/2021 R1-2020 $3,062,322 $12,077,480 $1,390,000 $278,000 $1,904,000 QDCI 80%-20% JHC/NWOC; $2MM gap Camden Place La Palma R-S 35 12/2020 12/2021 Bond/4% $2,931,065 $11,396,939 $1,230,808 $1,230,808 $1,200,000 QDCI Refi/Rehab of JHC Asset; $1MM gap Railyards 1 Sacramento NC-LF 85 03/2021 09/2022 R2-2020 $21,372,863 $32,392,673 $2,200,000 $770,000 $19,609,452 USA Prop 35%/65% JHC/USA; 49% PSH; NPLH RTP submitted Railyards 2 Sacramento NC-LF 65 03/2021 09/2022 Hybrid/4% $14,019,018 $23,787,097 $2,800,000 $980,000 $13,150,618 USA Prop 35%/65% JHC/USA; 49% PSH; NPLH RTP submitted Cypress House Orange NC-SH 5 04/2020 12/2020 NA NA $1,555,409 TBD TBD $875,485 QDCI Presented options to County Talega I San Clemente R-LF 124 TBD TBD Bond/4% TBD TBD TBD TBD TBD QDCI Refi/Rehab of JHC Asset; exit ILP 6/30 Tagela II San Clemente R-LF 62 TBD TBD Bond/4% TBD TBD TBD TBD TBD QDCI Refi/Rehab of JHC Asset; exit ILP 6/30 Jackson Aisle Midway R-SH 29 TBD TBD Bond/4% TBD TBD TBD TBD TBD QDCI MGP and investor exited; stablizing before resyn.

Delta Lane II West Sac NC-LF 52 TBD TBD Bond/4% TBD TBD TBD TBD TBD QDCI Secured option; seeking City funds Subtotal 1181 $166,770,016 $333,883,869 $26,155,596 $21,793,596 $146,830,524

PROSPECT
Project Unit
Project Name Location Type Count
Pilgrim Place Claremont NC-SH 22 Submitted proposal for acquisition; awaiting decision Costa Mesa RFP Costa Mesa AR-SH 30 Scattered site with four-plex and tri-plex; submitted RFQ 2/20; waiting on City reply 7th St & Forrest Ave Victorville NC-LF 60 Locate in Old Town Specific Plan area; negotiating ENA WISEPlace Santa Ana NC-SH 45 Strategic partnership with WISEPlace; MOU in process Jesus Center Chico NC-SH 45 MOU signed; design in process Saybrook Apartments Sacramento AR-SH 60 Acquisition of exisiting PSH; due diligence review Beach Blvd Huntington Beach NC-SH 45 35%/65% JHC/USA partnership; senior housing with 80% PSH; half will be MSHA/SNHP/NPLH units; determining feasibility Subtotal 307
GRAND TOTAL 3,764 $466,295,916 $1,174,190,237 $107,502,820 $47,706,355 $512,815,617 Unit Tax Credit Total Developer JHC Share Construction
Count Equity Dev Cost Fee Fee/Proceed Contract
Project Type - Legend
NC-LF - New Construction Large Family
AR-LF - Acquisition/Rehab Large Family
NC-S - New Construction Senior
AR-S - Acquisition/Rehab Senior
NC-SH - New Construction Supportive Housing
AR-SH - Acquisition/Rehab Supportive Housing
R-LF - Rehab Large Family (Jamboree Asset)
R-S - Rehab Senior (Jamboree Asset)
R-SH - Rehab Supportive Housing (Jamboree Asset)
MG-FS - Multi Generational Family & Senior
NC-MU - New Construction Mixed-Use
General Information/
Comments

JAMBOREE HOUSING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULES
For the years ended December 31, 2018 and 2017
with
Report of Independent Auditors
Table of Contents
Pages
Report of Independent Auditors 1-2
Financial Statements
Consolidated Statements of Financial Position 3-4
Consolidated Statements of Activities and Changes in Net Assets 5-6 Consolidated Statements of Functional Expenses 7-8
Consolidated Statements of Cash Flows 9-10
Notes to Consolidated Financial Statements 11-36
Supplemental Schedules
Consolidating Statements of Financial Position 37-40
Consolidating Statements of Activities and Changes in Net Assets 41-42 Consolidating Statements of Functional Expenses 43-44
Schedule of Expenditures of Federal Awards 45-47
Notes to Schedule of Expenditures of Federal Awards 48
Report of Independent Auditors on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 49-50 Report of Independent Auditors on Compliance for each Major Program and on Internal Control over Compliance Required by the Uniform Guidance 51-52 Schedule of Findings and Questioned Costs 53
Summary Schedule of Prior Audit Findings 54

REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of
Jamboree Housing Corporation:

We have audited the accompanying consolidated financial statements of Jamboree Housing Corporation a California non-profit public benefit corporation) and Subsidiaries ( collectively, the “ Corporation”), which comprise the consolidated statements of financial position as of December 31, 2018 and 2017, and the related consolidated statements of activities and changes in net assets, functional expenses, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’ s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

NOVOGRADAC & COMPANY LLP P
F
W
925.949.4300
925.949.4301
www.novoco.com
OFFICE 2033 North Main Street, Suite 400
Walnut Creek, Calif. 94596
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jamboree Housing Corporation and Subsidiaries as of December 31, 2018 and 2017 and the changes in their net assets and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Corporation adopted a change in accounting principle for financial reporting, primarily related to the presentation of net assets and required disclosures related to liquidity and functional expenses. Our opinion is not modified with respect to that matter.

Other Information
Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S.

Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and the consolidating financial information on pages 37-44, are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated July 31, 2019, on our consideration of the Corporation’ s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Corporation’ s internal control over financial reporting and compliance.

July 31, 2019
Walnut Creek, California
ASSETS
Cash and cash equivalents $ 23,915,259 $ 23,790,371
Investment in securities 16,239,897 13,583,100
Due from affordable housing partnerships 3,857,977 1,710,394 Other accounts receivable 519,297 1,370,290
Prepaid expenses 2,347,504 874,349
Total current assets 46,879,934 41,328,504
Fixed assets
Land 88,602,240 86,110,154
Land improvements 72,052,446 65,532,473
Residential buildings 466,858,406 461,521,928
Office condominium 3,485,469 3,485,469
Capital leases 662,090 662,090
Properties under development 17,074,896 7,754,350
Equipment and furniture 22,136,209 21,566,861
Total fixed assets 670,871,756 646,633,325
Less: accumulated depreciation ( 129,689,802) ( 113,425,354) Net fixed assets 541,181,954 533,207,971
Notes receivable 2,679,563 2,776,343
Interest receivable 220,206 -
Restricted funds 20,663,859 20,016,629
Other assets 468,525 1,691,811
Project predevelopment costs 1,803,476 796,021
Investments in affordable housing partnerships, net 3,800,746 1,996,979 Due from affordable housing partnerships, net of current portion and allowance for doubtful accounts 4,171,822 5,352,218 Deferred costs, net of accumulated amortization 1,138,951 1,157,538 Total assets $ 623,009,036 $ 608,324,014
DECEMBER 31, 2018 AND 2017

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

JAMBOREE HOUSING CORPORATION
20172018
see accompanying notes
3 LIABILITIES AND NET ASSETS
Accounts payable and accrued expenses $ 2,754,352 $ 2,314,169 Construction costs payable 3,538,271 1,494,598
Prepaid rent 102,857 71,060
Due to non-controlling interests 205,169 275,621
Current portion of liabilities
Notes payable 4,252,877 3,122,311
Capital lease obligations 43,278 48,542
Accrued ground lease 114,706 132,042
Accrued interest 637,567 922,337
Deferred revenue 4,261,314 2,789,702
Line of credit 300,000 -
Total current liabilities 16,210,391 11,170,382
Notes payable, net of current portion and unamortized 360,444,096 361,423,675 debt issuance costs
Interest rate swap 829,993 1,238,747
Capital lease obligations, net of current portion 767,176 742,690 Development fees payable 828,842 866,635
Accrued ground lease, net of current portion 2,354,617 1,808,657 Accrued interest, net of current portion 26,207,555 22,918,094 Tenant security deposits 2,111,745 2,076,625
Other long-term liabilities 64,164 64,965
Total long-term liabilities 393,608,188 391,140,088
Total liabilities 409,818,579 402,310,470

NET ASSETS
Net assets without donor restrictions
Controlling interests 41,663,960 42,096,334
Non-controlling interests 162,081,755 153,435,347
Total 203,745,715 195,531,681
Net assets with donor restrictions 9,444,742 10,481,863 Total net assets 213,190,457 206,013,544
Total liabilities and net assets $ 623,009,036 $ 608,324,014

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2018 AND 2017
continued)
2018 2017
see accompanying notes
4 PUBLIC SUPPORT AND OTHER REVENUES
Public support
Government contracts and grants $ 30,292 $ - $ 30,292
Private contributions (corporate, foundation, and individuals) 1,111,846 - 1,111,846 Total public support 1,142,138 - 1,142,138
Other revenue (loss)
Rental revenues 40,968,220 - 40,968,220
Management and social services fees 879,709 - 879,709
Project development fees 2,027,126 - 2,027,126
Flow-through income from affordable housing partnerships 2,122,540 - 2,122,540 Interest and dividends 817,935 - 817,935
Realized gain on investment in securities 130,640 - 130,640 Unrealized loss on investment in securities ( 1,059,567) - ( 1,059,567) Other revenues 451,825 - 451,825
Total other revenue (loss) 46,338,428 - 46,338,428
Net assets released from restrictions 1,037,121 ( 1,037,121) - Total public support, other revenue (loss), and net assets released from restrictions 48,517,687 ( 1,037,121) 47,480,566

EXPENSES
Program services 56,037,060 - 56,037,060
Management and general 1,783,299 - 1,783,299
Fundraising 164,611 - 164,611
Total expenses 57,984,970 - 57,984,970
Change in net assets ( 9,467,283) ( 1,037,121) ( 10,504,404) Net assets at beginning of year 195,531,681 10,481,863 206,013,544 Non-controlling interests' net contributions 18,409,572 - 18,409,572 Decrease in net assets related to acquisition of limited partner interests ( 728,255) - ( 728,255) Net assets at end of year $ 203,745,715 $ 9,444,742 $ 213,190,457 Net Assets
without Donor
Restrictions

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 2018
Total
with Donor
Restrictions
Net Assets
see accompanying notes
5 PUBLIC SUPPORT AND OTHER REVENUES
Public support
Government contracts and grants $ 46,843 $ - $ 46,843
Private contributions (corporate, foundation, and individuals) 634,237 - 634,237 Total public support 681,080 - 681,080
Other revenue
Rental revenues 38,840,210 - 38,840,210
Management and social services fees 1,546,807 - 1,546,807 Project development fees 5,165,043 - 5,165,043
Flow-through income from affordable housing partnerships 749,704 - 749,704 Interest and dividends 441,723 - 441,723
Realized gain on investment in securities 202,074 - 202,074 Unrealized gain on investment in securities 463,546 - 463,546 Other revenues 348,571 - 348,571
Total other revenue 47,757,678 - 47,757,678
Net assets released from restrictions 1,030,388 ( 1,030,388) - Total public support, other revenue, and net assets
released from restrictions 49,469,146 ( 1,030,388) 48,438,758

EXPENSES
Program services 55,273,679 - 55,273,679
Management and general 1,554,215 - 1,554,215
Fundraising 118,882 - 118,882
Total expenses 56,946,776 - 56,946,776
Change in net assets ( 7,477,630) ( 1,030,388) ( 8,508,018) Net assets at beginning of year 157,136,681 11,512,251 168,648,932 Non-controlling interests' contributions, net of distributions 45,872,630 - 45,872,630 Net assets at end of year $ 195,531,681 $ 10,481,863 $ 206,013,544 Net Assets
without Donor
Restrictions

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 2017
Total
Net Assets
with Donor
Restrictions
see accompanying notes
6 Expenses
Marketing $ 124 $ 336,947 $ - $ 337,071
Nonrecoverable predevelopment costs 323,042 - - 323,042 Construction expenses 49,469 - - 49,469
Consulting fees 512,088 149,351 - 661,439
Bad debt expense 41,129 - - 41,129
Depreciation and amortization 16,275,612 84,398 - 16,360,010 Interest expense 12,583,647 - - 12,583,647
Unrealized gain on interest swap ( 408,754) - - ( 408,754) Bond fees 18,382 - - 18,382
Ground lease 611,404 - - 611,404
Office and administration costs 727,682 207,881 - 935,563 Operating expense - rental properties 20,783,087 - - 20,783,087 Partnership fees 202,468 - - 202,468
Payroll taxes and benefits 531,899 122,064 20,226 674,189 Wages 3,785,781 882,658 144,385 4,812,824
Total expenses $ 56,037,060 $ 1,783,299 $ 164,611 $ 57,984,970 Services and General Fundraising Total Expenses
Supporting Services
Program

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2018
Management
see accompanying notes
7 Expenses
Marketing $ 57,821 $ 326,202 $ - $ 384,023
Nonrecoverable predevelopment costs 182,660 - - 182,660 Consulting fees 523,640 243,452 - 767,092
Bad debt expense 22,782 - - 22,782
Depreciation and amortization 15,633,406 84,398 - 15,717,804 Interest expense 12,198,379 - - 12,198,379
Unrealized gain on interest rate swap ( 41,501) - - ( 41,501) Bond fees 27,651 - - 27,651
Ground lease 413,657 - - 413,657
Office and administration costs 544,013 131,060 8,025 683,098 Operating expense - rental properties 20,769,484 - - 20,769,484 Partnership fees 751,330 - - 751,330
Payroll taxes and benefits 522,979 123,239 14,805 661,023 Wages 3,667,378 645,864 96,052 4,409,294
Total expenses $ 55,273,679 $ 1,554,215 $ 118,882 $ 56,946,776 Services and General Fundraising Total Expenses

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2017
Supporting Services
ManagementProgram
see accompanying notes
8 CASH FLOWS FROM OPERATING ACTIVITIES
Change in net assets $ ( 10,504,404) $ ( 8,508,018)
Adjustments to reconcile change in net assets to
net cash provided by operating activities
Depreciation and amortization 16,360,010 15,717,804
Flow-through income from affordable housing partnerships ( 2,122,540) ( 749,704) Unrealized loss (gain) on marketable securities 1,059,567 ( 463,546) Realized gain on marketable securities ( 130,640) ( 202,074) Unrealized gain on interest rate swap ( 408,754) ( 41,501) Bad debt expense 41,129 22,782
Interest expense - debt issuance costs 352,289 182,475
Amortization of development fees 26,824 25,272
Increase) decrease in assets
Due from affordable housing partnerships ( 967,187) ( 4,533,788) Other accounts receivable 809,864 ( 552,584)
Prepaid expenses ( 1,473,155) ( 22,426)
Notes receivable 96,780 ( 2,776,343)
Interest receivable ( 220,206) -
Other assets 1,238,286 27,788
Increase (decrease) in liabilities
Accounts payable and accrued expenses 440,183 115,639
Prepaid rent 31,797 20,618
Due to non-controlling interests ( 70,452) 85,311
Accrued ground lease 528,624 118,316
Deferred revenue 41,494 2,682,198
Accrued interest 2,724,459 3,089,889
Tenant security deposits 35,120 106,625
Capital lease obligations 19,222 800
Other long-term liabilities ( 801) ( 11,229)
Net cash provided by operating activities 7,907,509 4,334,304

CASH FLOWS FROM INVESTING ACTIVITIES
Payments of deferred costs ( 103,799) ( 179,881)
Purchases of investments in securities, net ( 3,585,724) ( 2,837,255) Purchase of non-controlling interests in operating partnerships ( 728,255) - Restricted funds, net ( 647,230) 569,120
Purchases of fixed assets ( 20,257,161) ( 29,409,785)
Payment) reimbursement of project predevelopment costs, net ( 1,007,455) 185,083 Payment of accrued construction costs ( 1,494,598) ( 9,936,713) Payment of development fees payable ( 37,793) ( 899,858) Distributions from affordable housing partnerships, net 1,748,891 3,709,123 Contribution to HPN Select ( 15,000) -
Net cash used in investing activities ( 26,128,124) ( 38,800,166)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit 300,000 -
Net proceeds (repayments) of notes payable 295,857 ( 10,104,195) Payment of debt issuance costs ( 659,926) -
Non-controlling interests' contributions 18,705,817 46,034,553 Non-controlling interests' distributions ( 296,245) ( 161,923) Net cash provided by financing activities 18,345,503 35,768,435 Net increase in cash and cash equivalents 124,888 1,302,573 Cash and cash equivalents at beginning of year 23,790,371 22,487,798 Cash and cash equivalents at end of year $ 23,915,259 $ 23,790,371

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
2018 2017
see accompanying notes
9 Supplemental disclosure of cash flow information
Cash paid for interest capitalized $ 620,912 $ 1,181,827 Cash paid for interest expense $ 9,859,188 $ 9,108,490
Supplemental disclosure of noncash investing and financing activities Increase in fixed assets from capitalized debt issuance costs $ 162,767 $ 523,192 Increase in fixed assets and construction costs payable $ 3,538,271 $ 1,494,598 Increase in fixed assets and accrued interest $ 280,232 $ 74,095 Increase in tax credit fees and construction costs payable $ - $ 31,160

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
2018 2017
continued)
see accompanying notes
10 JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
11 1. Corporation
Jamboree Housing Corporation (“ JHC”) was incorporated in 1990, as a 501(c)(3) non-profit public benefit corporation and was established to expand housing opportunities for low-income households as a non-profit housing developer. JHC achieves its mission through the development and construction of new affordable rental housing and the preservation of existing affordable housing through acquisition and rehabilitation in California communities. Through various ownership structures, JHC has control of organizations that provide services and housing for the benefit of families, seniors, and persons with special needs. Collectively, JHC and these various entities are referred herein as the “Corporation.”

2. Summary of significant accounting policies
Basis of accounting
The Corporation prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America. The Corporation’ s yearend for financial and tax reporting purposes is December 31.

Basis of presentation
The Corporation is required to report information regarding its financial position and activities according to the following net asset classifications:

Net assets without donor restrictions: Net assets that are not subject to donor-imposed restrictions and may be expended for any purpose in performing the primary objectives of the Corporation. These net assets may be used at the discretion of the Corporation’ s management and the board of directors.

Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors.

Some donor restrictions are temporary in nature, which will be met by actions of the Corporation or by the passage of time. Other donor restrictions are perpetual in nature, whereby the donor has stipulated the funds be maintained in perpetuity.

Donor restricted contributions are reported as increases in net assets with donor restrictions. When a restriction expires, net assets are reclassified from net assets with donor restrictions to net assets without donor restrictions in the statements of activities.

Principles of consolidation
The Corporation’ s consolidated financial statements include JHC, the accounts of majority-owned, controlled subsidiaries, and operating partnerships that JHC controls.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
12 2. Summary of significant accounting policies (continued) Principles of consolidation (continued)
JHC is affiliated with and under common board of directors’ control with the following non-profit organizations:

Helping Our Mentally Ill Experience Success, Inc. (“HOMES”) housing and services for the mentally ill and others with special needs) Housing with Heart, Inc. (“ HWH”) ( services for residents of affordable housing communities)
The Meadows in Irvine (“Meadows”) ( 360-space mobile home park) JHC River Ranch, Inc. (“River Ranch”) ( 136-space mobile home park) Quality Development and Construction, Inc. (“QDC”) ( general contracting, architectural and construction administration services to affordable housing communities developed by JHC)
JHC Woodglen, Inc.

JHC has consolidated the following limited partnerships or single member limited liability companies LLC”):

Limited Partnership or LLC Property
Jamboree Holdings, LLC Office condominium
Jamboree Holdings II, LLC Office condominium
Jamboree Ventures LLC None
JHC-Ceres, LLC 63 apartment units
JHC-Hotel Berry, LLC (“Hotel Berry”) 104 apartment units JHC-Oakview, LLC 19 apartment units
JHC-Pine Avenue, LLC (“Pine Avenue”) 14 apartment units JHC-Temecula Reflections, LLC 11 apartment units
JHC-Valencia Woods, LLC (“Valencia”) 60 apartment units JHC-Acquisitions LLC None
JHC-Cornerstone, LLC None
JHC-Cornerstone III LLC None
Wakeham-Grant Apartments, L.P. 127 apartment units
In addition, JHC, directly or through LLCs, controls the following consolidated entities ( the Consolidated Entities”) in which JHC is the controlling general partner or managing member:

Percent
Non-profit Corporation or LLC Limited Partnership or LLC Units Ownership JHC-Birch Hills, LLC Birch Hills Housing Partners LP 115 . 01% JHC-Buena Park, LLC Buena Park Housing Partners LP 70 . 01% JHC-Ceres Way, LLC Ceres Way, L.P. 60 . 009%
JHC-City Yard, LLC City Yard Housing Partners 70 . 01%
JHC-Claremont Village, LLC Claremont Village Housing Partners, L.P. 75 . 01% JHC-Crest LLC Crest Housing Partners L.P. 41 . 01%
JHC-Delta Lane, LLC Delta Lane Housing Partners, L.P. 84 . 01% JHC-Camden Place, LLC Denni Street Partners, L.P. 35 99% JHC-Diamond Aisle, LLC Diamond Aisle, L.P. 25 . 005%
JHC-Emerald Cove, LLC Emerald Cove, L.P. 164 . 01%

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
13 2. Summary of significant accounting policies (continued) Principles of consolidation (continued)
Percent
Non-profit Corporation or LLC Limited Partnership or LLC Units Ownership JHC-El Monte, LLC El Monte Housing Partners LP 132 . 01% JHC-Granite, LLC JHC-Granite, L.P. 71 . 01%
JHC-Fountain Crest, LLC Fountain Crest, L.P. 53 60%
JHC-Garden Grove Housing LLC Garden Grove Housing Partners, LP 47 . 01% JHC-Grove Park, LLC Grove Park, L.P. 104 . 01%
JHC Heritage Partners L.P. - 100%
JHC-Heritage Villas LLC Heritage Villas Housing Partners L.P. 143 . 01% JHC-Greenleaf, LLC Jamboree Greenleaf, L.P. 20 . 01%
JHC Jamboree-Tal Housing, L.P. 124 . 1%
JHC Jamboree-Tal Housing II, L.P. 62 . 1%
JHC JHC-Culver, L.P. 162 . 01%
JHC-West Gateway, LLC Jamboree West Gateway, L.P. 64 . 01% JHC-Laurel Crest, LLC Laurel Crest, L.P. 72 . 01%
JHC-IHO Lincoln LLC Lincoln Housing Partners, LP 70 . 01% JHC-Monarch Pointe, LLC Monarch Pointe, L.P. 63 . 01%
JHC-Monument Arms LLC Monument Arms Communities Partners LP 92 . 005% JHC-Richman Park, LLC Richman Park Housing Partners LP 46* . 01% JHC-Santa Ana Village LLC Santa Ana Village LP 76* . 01% Stonegate Housing LLC Stonegate Housing Partners, LP 60 . 01% Stonegate Housing Partners II, LP 74 . 01%
JHC-Sun Swept LLC Sun Swept, L.P. 16 50%
JHC-Tonner Hills, LLC Tonner Hills Housing Partners, L.P. 94 . 01% JHC-Cornerstone II, LLC Cornerstone Housing Partners, L.P. - . 01% JHC-Woodbury, LLC JHC-Woodbury, L.P. 90 . 01%
JHC-Woodglen LLC Woodglen Vista Housing Partners LP 188 . 006% JHC WV Fund LLC - 79%
Total units 2,662
Property was under construction as of December 31, 2018.

All significant intercompany balances and transactions have been eliminated.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
14 2. Summary of significant accounting policies (continued) Investment in partnerships – equity method
The Corporation uses the equity method of accounting for its investments in 45 limited partnerships or limited liability companies in which JHC serves as a co-general partner, as JHC has significant influence over, but not control of the major operating and financial policies of the limited partnerships or limited liability companies. Under this method, JHC’ s share of income, losses, and distributions incurred by the limited partnerships is recognized as an increase or reduction of the carrying value of the investments. The Corporation’ s percentage ownership interest in these limited partnerships ranges from .0005% to .5%. The following partnerships are recorded under the equity method:

Non-profit Corporation or LLC Limited Partnership or LLC Units JHC-Arborelle, LLC Arborelle, L.P. 179
JHC-Arbor Terrace LLC Arbor Terrace Community Partners, LP 129 JHC-Asbury, LLC Asbury Place, L.P. 104
JHC-Ashford Heights, LLC Ashford Heights, L.P. 300
JHC-Belage, LLC Belage Preservation, L.P. 180
JHC-Breckenridge, LLC Breckenridge Village, L.P. 160
JHC Cienega Preservation, L.P. (property sold to Cienega Gardens Preservation Limited Partnership on February 21, 2018) - JHC-Cienega Gardens LLC Cienega Gardens Preservation Limited Partnership (“ Cienega”) 180 JHC Citrus Grove Preservation LP 50
JHC-Citrus Grove LLC Citrus II Preservation LP -
JHC-Columbus, LLC Columbus Preservation, L.P. 64
JHC Corona Preservation, L.P. 160
JHC-Corona Park LLC Corona Park Preservation LP -
JHC-Desert Oasis, LLC Desert Oasis Community Partners, L.P. 90 JHC-Hastings Park, LLC Hastings at Antelope, L.P. 242
JHC-Heritage Oaks, LLC Heritage Oaks, L.P. 120
JHC-Highgrove, LLC Highgrove Workforce Housing, LP 89
HOMES Jackson Aisle Apartments, L.P. 30
JHC-La Puente, LLC La Puente Preservation, L.P. (property sold to La Puente Park Preservation, L.P. on April 7, 2017) -
JHC-La Puente Park, LLC La Puente Park Preservation, L.P. 132 JHC Laguna Housing Partners, L.P. 27
JHC Lake Merritt Preservation, L.P. (property sold to Lake Merritt II Preservation Limited Partnership on September 21, 2017) - JHC-Lake Merritt LLC Lake Merritt II Preservation LP 55 JHC-Miracle Terrace LLC Miracle Terrace Community Partners, L.P. 179 JHC JHC-Monte Vista LLC -
JHC-Monte Vista II LLC Monte Vista Community Partners, L.P. (“ Monte Vista Community”) 144 JHC-Orlands, LLC Orland Apartments, L.P. 82
JHC-Panorama, LLC Panorama Apartments, L.P. 87
JHC Plum Tree Apartments, L.P. -
JHC-Plum Tree West LLC Plum Tree West Preservation L.P. 70 JHC-Rowland LLC Rowland Preservation, L.P. 142
JHC-Royals, LLC Royals Preservation, L.P. 115
JHC San Dimas LLC San Dimas Community Partners LP 65
JHC-First Point I LLC Santa Ana Pacific Associates LP 346 JHC-First Point II LLC Santa Ana Pacific Associates II LP 206 JHC-Metro East, LLC Santa Ana Senior Associates 418
JHC Seminole Preservation, L.P. 60
JHC-Summer Field LLC Summer Field Community Partners, LP 268 JHC Sky Parkway Preservation, L.P. 59
JHC-Sky Park Way LLC Sky Parkway II Preservation LP -
JHC-St Andrews, LLC St. Andrews Preservation, L.P. 43
JHC-Cascades, LLC The Cascades at Sacramento, L.P. 112

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
15 2. Summary of significant accounting policies (continued) Investment in partnerships – equity method (continued)
Non-profit Corporation or LLC Limited Partnership or LLC Units JHC-Shenandoah, LLC The Shenandoah, L.P. 100
JHC-Two Worlds, LLC Two Worlds Preservation, L.P. 96
JHC-Woodbridge, LLC Woodbridge Villa Partners, L.P 116
Total units 4,999
The Corporation regularly assesses its investment in limited partnerships for the existence of impairment.

Impairment typically occurs when the carrying value of the Corporation’ s investment in a limited partnership exceeds the estimated value of the investment as determined by management. The estimated value generally consists of operating distributions allocable to the Corporation and the estimated residual value if any, of the investment available to the Corporation. The residual value is estimated by management based on current economic and capital market conditions, operational results and the terms of the limited partnership’ s agreements that provide for distributions to the Corporation upon the liquidation of the limited partnership or sale or disposition of its assets. The Corporation also evaluates its other assets for impairment in connection with its investments in limited partnerships.

An impairment loss has no effect on the actual fair value of the underlying property or performance of the overall investment, nor does it have any effect on the remaining low-income housing tax credits to be generated. If an investment in a limited partnership is considered to be impaired, the Corporation reduces its investment in such limited partnership on the statement of activities. The Corporation recognized no impairment losses on its investments in limited partnerships for each of the years ended December 31, 2018 and 2017.

Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Significant estimates include the collectability of fees receivable from the properties for development, administrative, partnership/asset management, and social services. Estimates of collectability is generally based on the properties’ cash flow.

Cash and cash equivalents
Cash and cash equivalents include all cash balances on deposit with financial institutions and highly liquid investments with a maturity of three months or fewer from the date of acquisition.

Restricted cash is not considered cash and cash equivalents, and includes cash held with financial institutions for funding of operating deficits, repairs or improvements to the buildings that extend their useful lives, annual payments of tax and insurance, debt service payments, payments of tenant service fees, payments of asset management fees, and refunds of tenant security deposits. Restricted cash does not fall under the criteria for net assets with donor restrictions as these funds are held for operational purposes rather than donor imposed restrictions.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
16 2. Summary of significant accounting policies (continued) Concentration of credit risk
The Corporation maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Corporation has not experienced any losses in such accounts. The Corporation believes it is not exposed to any significant credit risk on cash and cash equivalents.

Economic concentrations
The Corporation receives a significant amount of revenue from the projects in which it is the general partner. These sources of funds are dependent upon the continued successful development and management of these projects.

The Corporation, either as a direct owner, advisor, or general partner, has an economic interest in real estate projects that are subject to business risks associated with the economy and level of unemployment in California, which affects occupancy, as well as the tenants’ ability to make rental payments. In addition, these projects operate in a heavily regulated environment. The operations of these projects are subject to the administrative directives, rules, and regulations of federal, state, and local regulatory agencies, including, but not limited to, the Department of Housing and Urban Development (“ HUD”). Such administrative directives, rules, and regulations are subject to change by an act of Congress or an administrative change mandated by HUD and may occur with little notice or inadequate funding to pay for the related cost, including the additional administrative burden, to comply with a change.

In addition to its regulatory agreements with HUD, the Corporation has entered into various regulatory agreements with the City of Irvine, City of Garden Grove, City of Huntington Beach, Fontana Housing Authority, California Housing Finance Agency, and the State of California Department of Housing and Community Development, which govern the ownership, occupancy, management, and maintenance and operations of the projects.

Accounts and notes receivable
Accounts and notes receivable are stated at the amount management expects to collect from outstanding balances. Management closely monitors outstanding balances and provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that remain outstanding after management has used reasonable collection efforts are generally written off through a charge to the valuation allowance and a credit to accounts or notes receivable.

Fair value measurements
The Corporation applies the accounting provisions related to fair value measurements. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates, and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data ( Level 3 measurements), such as the reporting entity’s own data. These provisions also provide valuation techniques, such as the market approach ( comparable market prices), the income approach (present value of future income or cash flows), and the cost approach cost to replace the service capacity of an asset or replacement cost).

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
17 2. Summary of significant accounting policies (continued) Fair value measurements (continued)
A financial instrument’ s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: Unobservable inputs that reflect the Corporation’ s own assumptions.

The following tables present the Corporation’ s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2018 and 2017:

December 31, 2018
Fair Value
Level 1 Level 2 Level 3 Measurements
Money market $ 8,283 $ - $ - $ 8,283
Mutual funds 16,231,614 - - 16,231,614
Interest rate swaps - ( 829,993) - ( 829,993)
Total $ 16,239,897 $ ( 829,993) $ - $ 15,409,904
December 31, 2017
Fair Value
Level 1 Level 2 Level 3 Measurements
Money market $ 75,583 $ - $ - $ 75,583
Mutual funds 13,507,517 - - 13,507,517
Interest rate swaps - ( 1,238,747) - ( 1,238,747)
Total $ 13,583,100 $ ( 1,238,747) $ - $ 12,344,353
Derivatives and hedging activities
The Corporation recognizes all derivatives on the consolidated statement of financial position at fair value. Derivatives that do not qualify for the hedge accounting are adjusted to fair value through income. If the derivative is a hedge instrument, depending on the nature of the hedge transaction, the changes in the fair value of derivative instrument are either offset against the earnings of the hedged item or recognized in other revenue ( expenses) in net assets until the hedged item is recognized in earnings. The ineffective portion of a derivative hedge instrument is immediately recognized in earnings. The Corporation is a party to a derivative financial instrument for the purpose of limiting its exposure to interest rate fluctuations through the use of an interest rate swap. Net amounts received or paid under the swap arrangement are recorded as an offset to interest expense.

Derivatives are held only for the purpose of hedging or limiting such risks, not for speculation. As of December 31, 2018 and 2017, none of the Corporation’ s derivative financial instruments qualifies as hedges.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
18 2. Summary of significant accounting policies (continued) Fixed assets and depreciation
The Corporation capitalizes expenditures or betterments that materially increase asset lives and charges ordinary repairs and maintenance to operations as incurred. When assets are sold or otherwise disposed of, the costs and related reserves are removed from the accounts and any resulting gain or loss is included in operations. Donated property is capitalized based on fair market value as of the contribution date.

Depreciation is computed on the straight-line method over the estimated useful lives of the assets.

The useful lives of the assets are estimated as follows:

Building and improvements 15-40 years
Land improvements 10-20 years
Equipment and furniture 5-7 years
Leasehold improvements 40 years
Depreciation expense for the years ended December 31, 2018 and 2017 was $ 16,237,624 and 15,599,077, respectively.

Impairment of long-lived assets
The Corporation reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the longlived assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair value as determined from an appraisal, discounted cash flow analysis, or other valuation technique. There were no impairment losses recognized during 2018 and 2017.

Deferred charges and amortization
Deferred charges consist of tax credit fees and Housing Authority of the County of Los Angeles HACOLA”) monitoring fees. Tax credit and HACOLA monitoring fees are amortized on a straight-line basis over the tax credit period.

Income taxes
The Corporation is exempt from federal income taxes under Internal Revenue Code Section 501(c)(3) and from California income and franchise taxes under Revenue and Taxation Code Section 23701(d).

Income taxes on partnership and LLC income are levied on the partners and members in their individual capacity. Accordingly, all profits and losses of the Consolidated Entities are recognized by each partner and member on its respective tax return.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
19 2. Summary of significant accounting policies (continued) Income taxes (continued)
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Corporation to report information regarding its exposure to various tax positions taken by the Corporation. The Corporation has determined whether any tax positions have met the recognition threshold and has measured the Corporation’ s exposure to those tax positions. Management believes that the Corporation has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. Federal tax authorities generally have the right to examine and audit the previous three years of tax returns filed. California tax authorities generally have the right to examine and audit the previous four years of tax returns filed. Any interest or penalties assessed to the Corporation are recorded in operating expenses. No interest or penalties from federal or state tax authorities were recorded in the accompanying financial statements.

Property tax exemption
The Corporation’ s real estate holdings are generally exempt from real property taxes. In the event such exemption is not renewed annually or no longer available, the Corporation’ s cash flow would be negatively impacted.

Public support and revenue recognition
Revenues from contributions are recognized at the net present value of the amounts expected to be collected pursuant to the terms specified by the donor. Contributions are recognized at the earlier of the date of receipt of funds or the date of a formal unconditional pledge from known donors.

The Corporation receives contract and grant funding from federal, state, and county agencies for the establishment of affordable housing opportunities primarily to benefit low-income households.

Revenue from such grants is recognized as it is earned in accordance with agreements.

Revenue from program service fees are recognized as services are performed and collection is reasonably assured. Revenues from rental properties are reflected at the gross potential rent that may be earned net of vacancies.

Development fees
Development fees are earned on the percentage of completion method. Development fees earned from consolidated entities are fully eliminated from the consolidated financial statements, and therefore, the project development fees included in the accompanying Consolidated Statements of Activities and Changes in Net Assets are earned exclusively from non-consolidated entities.

For the elimination of intercompany development fees, JHC determines the related expenses, including depreciation expense ($ 26,824 and $ 25,272 for the years ended December 31, 2018 and 2017, respectively), incurred in the performance of development services, which are eliminated against a portion of the current year development revenue. The remaining revenue, which is considered the annual profit, is eliminated against the fee capitalized by the subsidiary as real property, the basis of which is amortized annually thereafter as an offset (reduction) to depreciation expense on a straight-line basis over the estimated life of the property.

Donated services
The value of donated services has not been recorded in the accompanying consolidated financial statements since the Corporation does not believe these services enhance non-financial assets or would normally have to be purchased if volunteers were not available.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
20 2. Summary of significant accounting policies (continued) Contributions
Contributions received are recorded as net assets without donor restrictions or net assets with donor restrictions, depending on the existence and/or nature of any donor-imposed restrictions.

Contributions that are restricted by the donor are reported as an increase in net assets without donor restrictions if the restriction expires in the reporting period in which the contribution is recognized.

All other donor-restricted contributions are reported as an increase in net assets with donor restrictions, depending on the nature of restriction. When a restriction expires ( that is, when a stipulated time restriction ends or purpose restriction is accomplished), net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statements of activities as net assets released from restrictions.

Unconditional pledges to give are recorded as contributions when pledged at the net present value of the amounts expected to be collected. Unconditional pledges to give that are expected to be received in future periods are discounted annually using the current interest rate the funds would earn.

Amortization of the discount is recorded as contribution revenue.

Functional allocation of expenses
The costs of providing the programs and other activities have been summarized on a functional basis in the consolidated statements of functional expenses. Accordingly, certain costs have been allocated either to direct program or supporting services. The functional classifications are defined as follows:

Program service expenses consist of costs incurred in connection with providing services and conducting programs.

Management and general expenses consist of costs incurred in connection with the overall activities of the Corporation, which are not allocable to another functional expense category.

Fundraising expenses consist of costs incurred in connection with activities related to obtaining grants and activities designed to generate revenue.

Jamboree allocates expenses into functional classifications ( program, management & general and fundraising) based upon the following criteria:

Certain corporate expenses ( payroll, administrative, consulting and marketing) are allocated to program, management and fundraising based on a time and cost analysis.

Expenses incurred in the direct operation of apartment communities and the provision of services to residents are recorded as program expenses.

Project predevelopment costs
In the normal course of business, the Corporation incurs costs when determining the viability of a real estate development. The Corporation capitalizes these costs until the project is transferred to a separate entity, or it is determined not to be feasible and thereafter written off. As of December 31, 2018 and 2017, the Corporation had capitalized $1,803,476 and $ 796,021, respectively, in project costs for future development.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
21 2. Summary of significant accounting policies (continued) Change in accounting principle
On August 18, 2016, the Financial Accounting Standards Board issued ASU 2016-14, Not-for-Profit Entities (Topic 958) – Presentation of Financial Statements of Not-for-Profit Entities. The update addresses the complexity and understandability of net asset classification, information about liquidity and availability of resources, and consistency in the type of information provided about expenses and investment return. JHC has adjusted the presentation of these financial statements accordingly. ASU 2016-14 has been applied retrospectively to all periods presented.

Marketing and advertising
Marketing and advertising costs are expensed as incurred.

Reclassifications
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

Subsequent events
Subsequent events have been evaluated through July 31, 2019, which is the date the consolidated financial statements were available to be issued.

3. Investments in securities
The Corporation’s marketable securities as of December 31, 2018 and 2017 are as follows:
2018
Cumulative
Cost Basis Fair Value gain (loss)
Money market $ 8,283 $ 8,283 $ -
Domestic exchange traded fund 889,703 819,985 ( 69,718) Domestic bond mutual fund 4,465,984 4,358,919 ( 107,065) Foreign bond mutual fund 2,501,309 2,493,723 ( 7,586)
Domestic equity mutual fund 7,066,264 7,231,424 165,160 Foreign equity mutual fund 1,429,840 1,327,563 ( 102,277) Total $ 16,361,383 $ 16,239,897 $ ( 121,486)

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
22 3. Investments in securities (continued)
2017
Cumulative
Cost Basis Fair Value gain (loss)
Money market $ 75,583 $ 75,583 $ -
Domestic bond mutual fund 3,041,565 3,077,813 36,248
Foreign bond mutual fund 3,165,215 3,532,492 367,277
Domestic equity mutual fund 6,346,799 6,876,038 529,239 Foreign equity mutual fund 15,857 21,174 5,317
Total $ 12,645,019 $ 13,583,100 $ 938,081
2018 2017
Interest and dividends $ 425,933 $ 313,842
Realized gain 130,640 202,074
Unrealized (loss) gain ( 1,059,567) 463,546
Investment expenses ( 35,997) ( 10,437)
Total investment (loss) income $ ( 538,991) $ 969,025
For the years ended December 31, 2018 and 2017, the Corporation also received interest income of 171,796 and $127,881, respectively, primarily from cash and restricted cash sources.

4. Restricted cash
The Corporation’s restricted cash is comprised of the following as of December 31, 2018 and 2017:
2018 2017
Operating reserves $ 10,398,139 $ 8,948,423
Replacement reserves 5,640,668 4,070,578
Tax and insurance reserves 908,208 1,573,907
Security deposits 2,067,408 2,040,424
Tenant services reserves 445,708 546,443
Asset management reserves 50,826 55,720
Rehabilitation reserves - 810,494
Other reserves 1,152,902 1,970,640
Total restricted cash $ 20,663,859 $ 20,016,629

5. Notes receivable
The Corporation’s notes receivable are comprised of the following as of December 31 of each year:
2018 2017
La Puente Preservation, L.P. $ 651,450 $ 660,000
Lake Merritt Preservation, L.P. 1,579,557 1,589,022
Plum Tree Apartments, L.P. - 9,946
Rowland Preservation, L.P. 448,556 517,375
Total notes receivable $ 2,679,563 $ 2,776,343

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
23 5. Notes receivable (continued)
The annual interest rates ( with interest compounding annually) and maturity dates for the notes are summarized in the following table:

Interest Rate Maturity Date
La Puente Preservation, L.P. 7% December 2058
Lake Merritt Preservation, L.P. 7.5% May 2072
Plum Tree Apartments, L.P. 7% August 2018
Rowland Preservation, L.P. 8% December 2065
The notes are payable from residual receipts as defined in the respective seller note agreements. For the years ended December 31, 2018 and 2017, interest revenue was $220,206 and $0, respectively. As of December 31, 2018 and 2017, the balance of interest receivable was $220,206 and $0, respectively.

6. Other assets
The Corporation’s other assets are comprised of the following as of December 31, 2018 and 2017:
2018 2017
Prepaid property tax lien $ - $ 1,513,630
Deposits 303,525 28,181
Investment in HPN Select 165,000 150,000
Total other assets $ 468,525 $ 1,691,811
During 2015, JHC purchased a membership interest in HPN Select, LLC (“HPN Select”). HPN Select’s purpose is to help leverage the collective purchasing power of its members to purchase goods and services at the lowest cost possible, to provide professional procurement services for improved efficiencies and optimized spending, to share experience regarding these goods and services, and to research and investigate new products and services which can be purchased in a collective manner. JHC has a 3.448% ownership interest in HPN Select. Since JHC does not have significant influence over HPN Select, and since there is no readily determinable fair value of the investment, JHC accounts for its investment in HPN Select under the cost method.

7. Fixed assets
On January 19, 2005, Valencia entered into a 55-year capital lease agreement with the Fontana Housing Authority. Future payments on real estate capital leases increase annually by 2%.

Valencia’ s capital lease included in fixed assets is as follows:
2018 2017
Buildings under capital leases $ 662,090 $ 662,090
Less: accumulated depreciation ( 230,870) ( 214,390)
Capital lease assets, net $ 431,220 $ 447,700

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
24 7. Fixed assets (continued)
On October 14, 2013, JHC entered into a 5-year copier lease agreement with LEAF Capital Funding, LLC (“LEAF”). The lease bears an effective interest rate of 4.71% and requires monthly payments of 875 beginning on the date the copier was delivered, which occurred on November 5, 2013. All outstanding principal and unpaid interest were due on November 5, 2018.

On July 24, 2018, JHC entered into another 5-year copier lease agreement with LEAF. The lease bears an effective interest rate of 3.00% and requires monthly payments of $308 beginning on the date the copier was delivered, which occurred on July 24, 2018. All outstanding principal and unpaid interest are due on July 24, 2023. As of December 31, 2018 and 2017, the copier lease payable was 15,531 and $8,560, respectively, and is included in capital lease obligations on the accompanying Consolidated Statements of Financial Position.

For the years ended December 31, payments are due as follows:
2019 $ 43,278
2020 44,070
2021 44,878
2022 45,702
2023 45,003
Thereafter 2,356,662
Total minimum lease payments 2,579,593
Less: amount representing interest ( 1,769,139)
Present value of net minimum lease payments $ 810,454
As of December 31, 2018 and 2017, the Corporation had the following properties under development:
2018 2017
Heritage Villas Housing Partners L.P. $ - $ 6,326,161
Richman Park Housing Partners LP 13,921,517 1,428,189
Santa Ana Village LP 3,153,379 -
Total $ 17,074,896 $ 7,754,350

8. Deferred costs
As of December 31, 2018 and 2017, deferred costs were comprised of the following:
2018 2017
Tax credit fees $ 1,887,499 $ 1,783,700
HACOLA monitoring fees 26,400 26,400
Total deferred charges 1,913,899 1,810,100
Less: accumulated amortization ( 774,948) ( 652,562)
Deferred costs, net $ 1,138,951 $ 1,157,538
Amortization expense for the years ended December 31, 2018 and 2017 was $122,386 and $118,727, respectively.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
25 9. Investments in affordable housing partnerships
JHC’ s investment as a general partner in various limited partnerships ( consolidated or accounted for using the equity method) may result in contingent liabilities. In some cases, JHC is responsible for cost overruns during a project’ s construction phase, for operating deficits of each limited partnership, and for guarantees of tax credits, as well as certain other commitments, as defined in the limited partnership agreements.

A summary of JHC’s investments as a general partner in non-consolidated limited partnerships as of December 31, 2018 is as follows, including specific balances for certain limited partnerships that comprise a greater portion of the total:

JHC % of JHC Share of
Investment Ownership Partnerships’
Partnership Investment Balance Profits/Losses Profits/(Losses) Cienega $ 1,430,118 0.0495% $ 1,741,282
Monte Vista Community 2,325,938 30% 375,283
All other non-consolidated
limited partnerships 44,690 Various 5,975
Total $ 3,800,746 $ 2,122,540
A summary of JHC’ s investments as a general partner in non-consolidated limited partnerships as of December 31, 2017 is as follows:

JHC % of JHC Share of
Investment Ownership Partnerships’
Partnership Investment Balance Profits/Losses Profits/(Losses) Monte Vista Community $ 1,950,655 30% $ -
Plum Tree 6,113 0.05% 463,850
All other non-consolidated
limited partnerships 40,211 Various 285,854
Total $ 1,996,979 $ 749,704

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
26 10. Related party transactions
In accordance with certain partnership agreements, the Corporation is entitled to receive fees for partnership/asset management, social services, and development services. The Corporation’ s management periodically reviews the collectability of receivables and, when appropriate, records a reserve when collectability is in doubt.

A summary of related party receivables as of December 31, 2018 is as follows:

Asset and Total
Developer Partnership Social Receivables at
Fees and Management Services December 31,
Name Interest Fees Fees 2018
Arbor Terrace Community Partners, L.P. $ 173,919 $ 67,391 $ - $ 241,310 Corona Preservation, L.P. 240,000 - - 240,000
Desert Oasis Community Partners, L.P. 768,568 - - 768,568 Highgrove Workforce Housing, L.P. - 6,631 - 6,631
Jackson Aisle Apartments, L.P. - - 214,976 214,976
La Puente Park Preservation, L.P. 92,697 17,721 - 110,418 Laguna Housing Partners, L.P. - 3,167 - 3,167
Lake Merritt Preservation, L.P. 111,497 - - 111,497
Miracle Terrace Community Partners, L.P. 1,050,000 21,630 - 1,071,630 Monte Vista Community Partners, L.P. 1,104,098 15,450 - 1,119,548 Rowland Heights Preservation, L.P. - 10,000 - 10,000
San Dimas Community Partners, L.P. - 55,920 - 55,920
Santa Ana Senior Associates 1,549,800 - - 1,549,800
Seminole Preservation, L.P. 139,629 - - 139,629
St. Andrews Preservation, L.P. - 2,500 - 2,500
Summer Field Community Partners, L.P. 2,592,555 28,000 - 2,620,555 Two World Preservation, L.P. - 3,650 - 3,650
Total related party receivables 7,822,763 232,060 214,976 8,269,799 Less: allowance for doubtful accounts ( 240,000) - - ( 240,000) Total related party receivables, net $ 7,582,763 $ 232,060 $ 214,976 $ 8,029,799 Less: current portion ( 3,857,977)
Due from affordable housing partnerships, net $ 4,171,822

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
27 10. Related party transactions (continued)
A summary of related party receivables as of December 31, 2017 is as follows:

Asset and Total
Developer Partnership Social Receivables at
Fees and Management Services December 31,
Name Interest Fees Fees 2018
Arborelle, L.P. $ 18,750 $ - $ - $ 18,750
Arbor Terrace Community Partners, L.P. 174,445 64,609 - 239,054 Asbury Place, L.P. 6,000 - - 6,000
Breckenridge Village, L.P. 17,285 - - 17,285
Corona Preservation, L.P. 240,000 - - 240,000
Desert Oasis Community Partners, L.P. 370,450 - - 370,450 Jackson Aisle Apartments, L.P. - - 178,958 178,958
La Puente Park Preservation, L.P. 138,252 - - 138,252
Laguna Housing Partners, L.P. - 2,567 - 2,567
Lake Merritt Preservation, L.P. 48,278 - - 48,278
Miracle Terrace Community Partners, L.P. 1,050,000 - - 1,050,000 Monte Vista Community Partners, L.P. 1,909,890 15,000 - 1,924,890 Rowland Heights Preservation, L.P. 12,623 - - 12,623
San Dimas Community Partners, L.P. - 54,609 - 54,609
Seminole Preservation, L.P. 139,629 - - 139,629
St. Andrews Preservation, L.P. - 2,500 - 2,500
Summer Field Community Partners, L.P. 2,983,186 - - 2,983,186 Two World Preservation, L.P. - 3,759 - 3,759
Other partnerships - 17,793 - 17,793
Total related party receivables 7,108,788 160,837 178,958 7,448,583 Less: allowance for doubtful accounts ( 385,971) - - ( 385,971) Total related party receivables, net $ 6,722,817 $ 160,837 $ 178,958 $ 7,062,612 Less: current portion ( 1,710,394)
Due from affordable housing partnerships, net $ 5,352,218 The Corporation entered into a note receivable of up to $400,000 with Jackson Aisle Apartments, L.P.

The note is secured by a deed of trust, bears interest at 5.46%, and is due December 20, 2032. All principal and interest is deferred until the note becomes due. As of December 31, 2018 and 2017, outstanding principal was $ 394,297. As of December 31, 2018 and 2017, the balance of accrued interest was $345,395 and $323,866, respectively. The Corporation’ s management fully reserved the principal and accrued interest to reflect its uncertainty regarding collection.

11. Due to non-controlling interests
The Consolidated Entities incurred various accrued fees and payables to their limited partner(s) and other related parties. All fees owed to the Corporation have been eliminated. The outstanding fees are due to related parties of the Consolidated Entities other than the Corporation. As of December 31, 2018 and 2017, the total balance payable from Consolidating Entities to non-controlling interests was 205,169 and $275,621, respectively.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
28 12. Ground leases
The Corporation has entered into agreements with the various entities to lease the land underlying various projects. The lease terms range from 16 to 99 years, with the earliest lease commencing in 2007. Minimum rent for certain leases increases annually and is expensed under a straight-lined basis over the lease terms. The difference between the lease payment and the straight-lined rental expense is recorded as deferred ground lease. Other leases assess minimum, or additional, rent based on the individual project’ s cash flow, as defined. Ground lease expense for the years ended December 31, 2018 and 2017 was $ 611,404 and $ 413,657, respectively. As of December 31, 2018 and 2017, accrued ground lease was $ 2,469,323 and $ 1,940,699, respectively, of which $ 1,309,588 and 1,153,821, respectively, was deferred ground lease payable.

Annual future minimum payments on the ground leases are as follows:
2019 $ 114,706
2020 34,548
2021 35,377
2022 36,227
2023 37,099
Thereafter 4,676,603
Total minimum lease payments $ 4,934,560

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
29 13. Notes payable
Notes payable are generally secured by the respective properties and consist of the following:
2018 2017
Accrued Principal Accrued Principal
Interest Interest
Notes payable with regular
payments
Loans bearing interest from 1.00%
to 7.57%, generally with principal
and interest due monthly, to be
repaid in full through 2052. For the
years ended December 31, 2018
and 2017, interest was $8,296,201
and $7,949,836, respectively, of
which $272,734 and $683,521,
respectively, was capitalized to
fixed assets and $8,023,467 and
7,266,315, respectively, was
expensed. $ 637,567 $ 152,330,300 $ 538,231 $ 140,505,377 Construction loans bearing variable
interest, generally with interest-only
payments due monthly, to be repaid
in full or partially converted to
permanent loans through 2035. For
the years ended December 31, 2018
and 2017, interest was $91,934
and $732,292, respectively, of
which $91,934 and $202,876,
respectively, was capitalized to
fixed assets and $0 and $529,416,
respectively, was expensed. - 7,781,582 64,089 24,126,628 637,567 $ 160,111,882 $ 602,320 $ 164,632,005
Notes payable with annual
payments from residual receipts
California Department of Housing
Community Development (“ HCD”)
loans bearing interest of 3.00%,
generally payable out of excess
cash annually in arrears, to be repaid
in full through 2072. For the years
ended December 31, 2018 and 2017,
interest expense was $975,260 and
920,979, respectively. $ 7,334,872 $ 32,508,607 $ 6,549,979 $ 32,508,607

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
30 13. Notes payable (continued)
2018 2017
Accrued Principal Accrued Principal
Interest Interest
Notes payable with annual
payments from residual receipts
continued)
State and local agency loans
bearing interest from 0.00% to

5.00%, generally payable out of
excess cash annually in arrears, to
be repaid in full through 2073. For
the years ended December 31,
2018 and 2017, interest was
3,346,709 and $3,546,230,
respectively, of which $280,232
and $369,525, respectively, was
capitalized to fixed assets and
3,066,477 and $3,176,705,
respectively, was expensed. 17,819,531 135,229,727 15,680,542 131,217,219 25,154,403 $ 167,738,334 $ 22,230,521 $ 163,725,826
Notes payable with repayments
due at maturity
HCD loans bearing interest at

3.00% with principal payments
generally deferred through 2020.

For the years ended December 31,
2018 and 2017, interest expense
was $36,637 for each year. $ 486,797 $ 1,221,238 $ 450,160 $ 1,221,238

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
31 13. Notes payable (continued)
2018 2017
Accrued Principal Accrued Principal
Interest Interest
Notes payable with repayments
due at maturity (continued)
Federal, state, and local agency
loans bearing interest from 0.00% to

6.00% with principal payments
generally deferred through 2071.

For the years ended December 31,
2018 and 2017, interest was
423,406 and $137,404,
respectively, of which $256,244
and $0, respectively, was capitalized
to fixed assets and $167,162 and
137,404, respectively, was
expensed. 566,355 39,236,194 557,430 38,394,179
1,053,152 $ 40,457,432 $ 1,007,590 $ 39,615,417
Notes payable with no
repayment terms
Grant payable from the state
agency bearing no interest and has
no repayment obligation. Grant is
amortized as a reduction of interest
expense over 40 years. For the
years ended December 31, 2018
and 2017, the reduction of interest
expense was $38,543 for each year. $ - $ 1,204,455 $ - $ 1,242,998

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
32 13. Notes payable (continued)
2018 2017
Accrued Principal Accrued Principal
Interest Interest
Notes payable with other
repayment terms
Local agency loan bearing interest
at 2.00% with principal payments
deferred until the sale of the project.

For the years ended December 31,
2018 and 2017, interest expense
was $898 and $0, respectively. - 44,910 - 44,910
Total $ 26,845,122 $ 369,557,013 $ 23,840,431 $ 369,261,156 Less: current portion ( 637,567) ( 4,252,877) ( 922,337) ( 3,122,311) Non-current portion $ 26,207,555 $ 365,304,136 $ 22,918,094 $ 366,138,845 Less: unamortized debt issuance
costs ( 4,860,040) ( 4,715,170)
Notes payable, net of current
portion and debt issuance costs $ 360,444,096 $ 361,423,675 Construction loans are generally refinanced with permanent debt or repaid from investor capital contributions. The Corporation obtained written commitments from refinance lenders and/or investors, and presented the balances as part of the long-term debt accordingly. Similarly, loans associated with assets held for sale are generally repaid upon sale and are not shown as a current obligation.

Debt issuance costs are being amortized to interest expense over the term of the loan. For 2018 and 2017, the effective interest rates ranged from 0.01% to 8.17%. During 2018 and 2017, amortization expense for debt issuance costs was $ 352,289 and $182,475, respectively. In addition, during 2018 and 2017, amortization of debt issuance costs capitalized to fixed assets was $162,767 and $523,192, respectively.

Principal payments toward notes payable for the next five years are subject to changes in net cash flow, which is a contingency that cannot be reasonably estimated.

Annual estimated principal payments are due as follows:

Year ending December 31,
2019 $ 4,252,877
2020 4,847,133
2021 3,946,365
2022 5,277,205
2023 5,226,628
Thereafter 346,006,805
Total $ 369,557,013

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
33 14. Line of credit
JHC has a line of credit with US Bank with maximum aggregate borrowings of up to $1,000,000.

Advances on the line of credit bear interest at 3% plus the one-month LIIBOR (5.38% and 4.37% as of December 31, 2018 and 2017, respectively). The line of credit is secured by JHC’ s investments in securities. The line on credit will mature on December 31, 2019, unless otherwise extended. As of December 31, 2018 and 2017, the outstanding balance of the line of credit was $ 300,000 and $ 0, respectively. For the years ended December 31, 2018 and 2017, interest expense was $6,719 and $0, respectively, which is included in program services on the accompanying Consolidated Statements of Activities and Changes in Net Assets.

15. Interest rate swaps
On June 19, 2012, Birch Hills Housing Partners LP (“ Birch Hills”) entered into an interest rate swap agreement (the “ Birch Hills Swap Agreement”) with MUFG Union Bank (the “ Lender”) to minimize the effect of the changes in interest rates on its permanent loan. Under the terms of the Birch Hills Swap Agreement, effective beginning on May 13, 2014, Birch Hills pays interest at a fixed rate of

4.9%, and the Lender pays the interest on the permanent loan at a variable rate. For the years ended December 31, 2018 and 2017, unrealized gain on the Birch Hills Swap Agreement was $164,310 and 95,796, respectively. The variable rate under the Birch Hills Swap Agreement is based on the notional amount of $ 7,900,000. As of December 31, 2018 and 2017, the Birch Hills Swap Agreement represents a liability in the amount of $167,026 and $331,336, respectively. This value represents the fair value of the current difference in interest paid and received under the Birch Hills Swap Agreement over the remaining term of the reimbursement agreement.

On January 28, 2016, El Monte Housing Partners LP (“El Monte”) entered into an interest rate swap agreement (the “ El Monte Swap Agreement”) with MUFG Union Bank to minimize the effect of the changes in interest rates on its permanent loan. Under the terms of the El Monte Swap Agreement, effective beginning on May 1, 2016, El Monte pays interest at a fixed rate of 6.02%, and the Lender pays the interest on the permanent loan at a variable rate. For the years ended December 31, 2018 and 2017, gain on the El Monte Swap Agreement was $ 174,685 and $ 99,201, respectively. The variable rate under the El Monte Swap Agreement is based on the notional amount of $4,446,391. As of December 31, 2018 and 2017, the El Monte Swap Agreement represents a liability in the amount of $579,230 and $753,915, respectively. This value represents the fair value of the current difference in interest paid and received under the El Monte Swap Agreement over the remaining term of the reimbursement agreement.

On July 27, 2017, Delta Lane Housing Partners, L.P. (“ Delta Lane”) entered into an interest rate swap agreement (the “ Delta Lane Swap Agreement”) with MUFG Union Bank to minimize the effect of the changes in interest rates on its permanent loan. Under the terms of the Delta Lane Swap Agreement, effective beginning on September 11, 2017, Delta Lane pays interest at a fixed rate of 5.28%, and the Lender pays the interest on the permanent loan at a variable rate. For the years ended December 31, 2018 and 2017, gain ( loss) on the Delta Lane Swap Agreement was $ 69,759 and $( 153,496), respectively. The variable rate under the Delta Lane Swap Agreement is based on the notional amount of $ 1,690,000. As of December 31, 2018 and 2017, the Delta Lane Swap Agreement represents a liability in the amount of $83,737 and $153,496, respectively. This value represents the fair value of the current difference in interest paid and received under the Delta Lane Swap Agreement over the remaining term of the reimbursement agreement.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
34 16. Changes in consolidated net assets without donor restrictions The changes in the Corporation’ s consolidated net assets without donor restrictions are reconciled as follows:

Controlling Non-controlling
Total Interests Interests
Balance, January 1, 2017 $ 157,136,681 $ 34,384,148 $ 122,752,533 Change in net assets without donor restrictions ( 7,477,630) 7,712,186 ( 15,189,816) Non-controlling interests’ net contributions 45,872,630 - 45,872,630 Balance, December 31, 2017 195,531,681 42,096,334 153,435,347 Change in net assets without donor restrictions ( 9,467,283) 2,615,846 ( 12,083,129) Non-controlling interests’ net contributions 18,409,572 - 18,409,572 Decrease in net assets related to acquisition of
limited partner interests ( 728,255) ( 728,255) -
Transfer of net assets related to acquisition of
non-controlling interests - ( 2,319,965) 2,319,965
Balance, December 31, 2018 $ 203,745,715 $ 41,663,960 $ 162,081,755 On March 30, 2018, JHC-Cornerstone III LLC purchased the limited partner interests in WakehamGrant Apartments, L.P. from Alliant Tax Credit Fund XXV, Ltd. and Alliant Tax Credit XXV, LLC for a price of $728,255, which is represented as a reduction of net assets on the accompanying 2018 Consolidated Statement of Activities and Changes in Net Assets. Additionally, the limited partners’ non-controlling interest at the time of sale of $2,319,965 was transferred to the Corporation. As a result of the purchase, the partnership is now wholly owned by JHC.

17. Net assets with donor restrictions
As of December 31, 2018 and 2017, the Corporation had net assets with donor restrictions as follows:
2018 2017
ARRA grant funds $ 7,910,622 $ 8,814,693
Weatherization funds 553,091 564,437
Capitalized operating reserve grant 981,029 1,102,733
Total net assets with donor restrictions $ 9,444,742 $ 10,481,863 Net assets were released from donor restrictions by incurring expenses satisfying the purpose restrictions specified by donors during 2018 and 2017, as follows:
2018 2017
ARRA grant funds $ 904,071 $ 904,072
Weatherization funds 11,346 11,345
Capitalized operating reserve grant 121,704 114,971
Total net assets released $ 1,037,121 $ 1,030,388

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
35 18. Government contracts and grants
On July 14, 2010, Hotel Berry entered into an agreement (“ ARRA Agreement”) with the California Tax Credit Allocation Committee (“ CTCAC”), for the funding of a grant of funds ( in lieu of tax credits), pursuant to the Tax Credit Exchange Program under Sections 1404 and 1602 of the American Recovery and Reinvestment Act of 2009 (the “ Section 1602 Funds”) for $13,561,066.

Provided that Hotel Berry operates the project in compliance with all program requirements during the 15-year compliance period, Hotel Berry will not be obligated to repay the Section 1602 Funds. In the event of noncompliance, CTCAC has the right to subject Hotel Berry to recapture provisions, as more fully explained in the ARRA Agreement.

In addition, on November 17, 2010, Hotel Berry entered into an agreement with Community Resource Project, Inc. to fund the purchase of windows and/or heating and air conditioning equipment to be used in the construction of the project (“ Weatherization Funds”) for $624,000.

Under the terms of the agreement, Hotel Berry is to operate the project as affordable housing energyefficient residential units for a period of 55 years.

The Section 1602 Funds and Weatherization Funds are released from restriction over the 15-year and 55-year compliance periods, respectively. The project was placed in service on October 2, 2012.

During 2012, Hotel Berry received a capitalized operating reserve grant from Sacramento RDA (the RDA”) in the amount of $1,700,000. The purpose of the grant is to ensure the operation and financial feasibility of the project and to capitalize an operating reserve. The grants are comprised of 1,250,000 of Downtown Tax Increment Housing Set-Aside Funds and $450,000 of one-time MHSA Funds. The grants are subject to the terms of the RDA and will be released from restrictions as expenditures are incurred and the grant proceeds are disbursed for their intended purpose.

For the years ended December 31, 2018 and 2017, government contracts and grants consist of the following:
2018 2017
Community Development Block Grants $ 30,292 $ 46,843

19. Contingencies
In the normal course of business, the Corporation and the various affordable housing partnerships in which the Corporation is a general partner, are subject to or a participant in legal claims. The Corporation’s management believes the ultimate resolution of these claims will not have a material impact on the financial position of the Corporation.

20. Employee retirement plan
The Corporation has established a salary reduction plan through a tax sheltered 403(b) annuity.

Under the plan, eligible employees can elect to have their salary withheld and contributed to the plan up to the maximum allotted, as defined. In addition, the Corporation provides matching contributions of up to 4% of employees’ salaries. For the years ended December 31, 2018 and 2017, total expenses related to contributions matched by the Corporation were $144,962 and $153,028, respectively, which are included in management and general expense in the accompanying Consolidated Statements of Activities and Changes in Net Assets.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
36 21. Liquidity and availability of financial assets
Financial assets available for general expenditure, that is, without donor restrictions limiting their use, within one year of the statement of financial position date, comprise the following:

Cash and cash equivalents $ 23,915,259
Investments in securities 16,239,897
Due from affordable housing partnerships 3,857,977
Other accounts receivable 519,297
44,532,430
The Corporation regularly monitors liquidity required to meet its operating needs and other contractual commitments, while also striving to maximize the investment of its available funds. For purposes of analyzing resources available to meet general expenditures over a 12-month period, the Corporation considers all expenditures related to its ongoing activities, as well as the conduct of services undertaken to support those activities, to be general expenditures. The Corporation has various sources of liquidity at its disposal, including cash and cash equivalents, marketable debt and equity securities, and a line of credit (Note 14). In addition, the Corporation operates with a balanced budget and anticipates collecting sufficient revenue to cover general expenditures.

Supplemental Schedules
ASSETS
Cash and cash equivalents $ 9,707,071 $ 14,208,188 $ - $ 23,915,259 Investment in securities 15,150,773 1,089,124 - 16,239,897 Due from affordable housing partnerships 12,039,006 458,913 ( 8,639,942) 3,857,977 Other accounts receivable 349,538 169,759 - 519,297
Prepaid expenses 84,487 2,263,017 - 2,347,504
Total current assets 37,330,875 18,189,001 ( 8,639,942) 46,879,934 Fixed assets
Land 9,203,506 79,398,734 - 88,602,240
Land improvements 1,509,249 70,543,197 - 72,052,446
Residential buildings 43,721,437 442,619,392 ( 19,482,423) 466,858,406 Office condominium 3,485,469 - - 3,485,469
Capital leases 662,090 - - 662,090
Properties under development - 17,074,896 - 17,074,896
Equipment and furniture 1,695,588 20,440,621 - 22,136,209 Total fixed assets 60,277,339 630,076,840 ( 19,482,423) 670,871,756 Less: accumulated depreciation ( 16,105,092) ( 116,143,038) 2,558,328 ( 129,689,802) Net fixed assets 44,172,247 513,933,802 ( 16,924,095) 541,181,954 Notes receivable 19,269,747 - ( 16,590,184) 2,679,563
Interest receivable 739,832 12,477 ( 532,103) 220,206
Restricted funds 2,101,196 18,562,663 - 20,663,859
Other assets 429,197 39,328 - 468,525
Project predevelopment costs 1,803,476 - - 1,803,476
Investments in affordable housing partnerships, net 3,335,772 ( 298,133) 763,107 3,800,746 Due from affordable housing partnerships, net of current 10,893,597 301,447 ( 7,023,222) 4,171,822 portion and allowance for doubtful accounts
Deferred costs, net of accumulated amortization 24,770 1,114,181 - 1,138,951 Total assets $ 120,100,709 $ 551,854,766 $ ( 48,946,439) $ 623,009,036 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control.

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2018
Eliminations
Increase
JHC Others* ( Decrease) Total
see report of independent auditors
37 LIABILITIES AND NET ASSETS
Accounts payable and accrued expenses $ 1,146,171 $ 2,035,618 $ ( 427,437) $ 2,754,352 Construction costs payable - 6,494,942 ( 2,956,671) 3,538,271 Prepaid rent 7,843 95,014 - 102,857
Due to Jamboree Housing Corporation 20,000 2,968,650 ( 2,988,650) - Due to non-controlling interests - 205,169 - 205,169
Current portion of liabilities
Notes payable 794,152 3,458,725 - 4,252,877
Capital lease obligations 43,278 - - 43,278
Accrued ground lease 61,804 52,902 - 114,706
Accrued interest - 637,567 - 637,567
Deferred revenue 4,144,860 116,454 - 4,261,314
Line of credit 300,000 - - 300,000
Total current liabilities 6,518,108 16,065,041 ( 6,372,758) 16,210,391 Due to Jamboree Housing Corporation, net of current portion - 1,302,811 ( 1,302,811) - Notes payable, net of current portion and unamortized
debt issuance costs 28,204,853 353,193,576 ( 20,954,333) 360,444,096 Interest rate swap - 829,993 - 829,993
Capital lease obligations, net of current portion 767,176 - - 767,176 Development fees payable 493,000 9,334,826 ( 8,998,984) 828,842 Accrued ground lease, net of current portion - 2,354,617 - 2,354,617 Accrued interest, net of current portion 2,781,947 24,253,810 ( 828,202) 26,207,555 Tenant security deposits 254,789 1,856,956 - 2,111,745
Other long-term liabilities 64,164 - - 64,164
Deferred revenue on related party sale of property 29,340,436 - ( 29,340,436) - Total long-term liabilities 61,906,365 393,126,589 ( 61,424,766) 393,608,188 Total liabilities 68,424,473 409,191,630 ( 67,797,524) 409,818,579

NET ASSETS
Net assets without donor restrictions
Controlling interests 42,231,494 ( 19,418,619) 18,851,085 41,663,960 Non-controlling interests - 162,081,755 - 162,081,755
Total 42,231,494 142,663,136 18,851,085 203,745,715
Net assets with donor restrictions 9,444,742 - - 9,444,742 Total net assets 51,676,236 142,663,136 18,851,085 213,190,457 Total liabilities and net assets $ 120,100,709 $ 551,854,766 $ ( 48,946,439) $ 623,009,036 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control.

JHC Others* ( Decrease) Total
Eliminations
Increase

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2018
continued)
see report of independent auditors
38 ASSETS
Cash and cash equivalents $ 12,359,807 $ 11,430,564 $ - $ 23,790,371 Investment in securities 13,583,100 - - 13,583,100
Due from affordable housing partnerships 8,040,469 11,299 ( 6,341,374) 1,710,394 Other accounts receivable 1,037,124 2,506,662 ( 2,173,496) 1,370,290 Prepaid expenses 87,423 786,926 - 874,349
Total current assets 35,107,923 14,735,451 ( 8,514,870) 41,328,504 Fixed assets
Land 7,573,246 78,536,908 - 86,110,154
Land improvements 1,342,551 64,189,922 - 65,532,473
Residential buildings 29,968,797 448,196,147 ( 16,643,016) 461,521,928 Office condominium 3,485,469 - - 3,485,469
Capital leases 662,090 - - 662,090
Properties under development - 9,929,328 ( 2,174,978) 7,754,350 Equipment and furniture 1,322,857 20,244,004 - 21,566,861 Total fixed assets 44,355,010 621,096,309 ( 18,817,994) 646,633,325 Less: accumulated depreciation ( 9,711,776) ( 105,795,662) 2,082,084 ( 113,425,354) Net fixed assets 34,643,234 515,300,647 ( 16,735,910) 533,207,971 Notes receivable 17,064,317 - ( 14,287,974) 2,776,343
Interest receivable 500,699 - ( 500,699) -
Restricted funds 1,713,673 18,302,956 - 20,016,629
Other assets 150,000 1,541,811 - 1,691,811
Project predevelopment costs 796,021 - - 796,021
Investments in affordable housing partnerships, net 1,112,184 ( 169,534) 1,054,329 1,996,979 Due from affordable housing partnerships, net of current portion and allowance for doubtful accounts 13,540,807 265,429 ( 8,454,018) 5,352,218 Deferred costs, net of accumulated amortization 26,050 1,131,488 - 1,157,538 Total assets $ 104,654,908 $ 551,108,248 $ ( 47,439,142) $ 608,324,014 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control.

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2017
Eliminations
Increase
JHC Others* ( Decrease) Total
see report of independent auditors
39 LIABILITIES AND NET ASSETS
Accounts payable and accrued expenses $ 826,923 $ 1,745,940 $ ( 258,694) $ 2,314,169 Construction costs payable - 2,679,620 ( 1,185,022) 1,494,598 Prepaid rent 570 70,490 - 71,060
Due to Jamboree Housing Corporation - 3,829,840 ( 3,829,840) - Due to non-controlling interests - 275,621 - 275,621
Current portion of liabilities
Notes payable 26,724 3,095,587 - 3,122,311
Capital lease obligations 48,542 - - 48,542
Accrued ground lease - 132,042 - 132,042
Accrued interest - 922,337 - 922,337
Deferred revenue 2,699,627 90,075 - 2,789,702
Total current liabilities 3,602,386 12,841,552 ( 5,273,556) 11,170,382 Due to Jamboree Housing Corporation, net of current portion - 1,516,507 ( 1,516,507) - Notes payable, net of current portion and unamortized
debt issuance costs 18,286,341 362,151,906 ( 19,014,572) 361,423,675 Interest rate swap - 1,238,747 - 1,238,747
Capital lease obligations, net of current portion 742,690 - - 742,690 Development fees payable 493,000 10,915,992 ( 10,542,357) 866,635 Accrued ground lease, net of current portion - 1,808,657 - 1,808,657 Accrued interest, net of current portion 404,021 23,480,132 ( 966,059) 22,918,094 Tenant security deposits 192,079 1,884,546 - 2,076,625
Other long-term liabilities 64,965 - - 64,965
Deferred revenue on related party sale of property 29,340,436 - ( 29,340,436) - Total long-term liabilities 49,523,532 402,996,487 ( 61,379,931) 391,140,088 Total liabilities 53,125,918 415,838,039 ( 66,653,487) 402,310,470

NET ASSETS
Net assets without donor restrictions
Controlling interests 41,047,127 ( 18,165,138) 19,214,345 42,096,334 Non-controlling interests - 153,435,347 - 153,435,347
Total 41,047,127 135,270,209 19,214,345 195,531,681
Net assets with donor restrictions 10,481,863 - - 10,481,863 Total net assets 51,528,990 135,270,209 19,214,345 206,013,544 Total liabilities and net assets $ 104,654,908 $ 551,108,248 $ ( 47,439,142) $ 608,324,014 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control.

Decrease) Total(
Increase
Eliminations
JHC Others*

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2017
continued)
see report of independent auditors
40 PUBLIC SUPPORT AND OTHER REVENUES
Public support
Government contracts and grants $ 16,458 $ 30,292 $- $- $( 16,458) $ 30,292 Private contributions (corporate, foundation, and individuals) 1,054,096 621,213 - - ( 563,463) 1,111,846 Total public support 1,070,554 651,505 - - ( 579,921) 1,142,138 Other revenue (loss)
Rental revenues 3,843,335 37,124,885 - - - 40,968,220
Management and social services fees 2,492,460 2,304,129 - - ( 3,916,880) 879,709 Project development fees 4,531,325 - - - ( 2,504,199) 2,027,126 Flow-through income (loss) from affordable housing partnerships 1,868,915 ( 128,735) - - 382,360 2,122,540 Interest and dividends 1,633,367 90,576 - - ( 906,008) 817,935 Realized gain (loss) on investment in securities 132,040 ( 1,400) - - - 130,640 Unrealized loss on investment in securities ( 1,039,894) ( 19,673) - - - ( 1,059,567) Other revenues 293,969 380,262 - - ( 222,406) 451,825
Total other revenues 13,755,517 39,750,044 - - ( 7,167,133) 46,338,428 Net assets released from restrictions 1,037,121 - ( 1,037,121) - - - Total public support, other revenue (loss), and net assets 15,863,192 40,401,549 ( 1,037,121) - ( 7,747,054) 47,480,566 released from restrictions

EXPENSES
Program services 10,543,767 52,842,233 - - ( 7,348,940) 56,037,060 Management and general 1,640,355 750,530 - - ( 607,586) 1,783,299 Fundraising 160,352 56,855 - - ( 52,596) 164,611
Total expenses 12,344,474 53,649,618 - - ( 8,009,122) 57,984,970 Change in net assets 3,518,718 ( 13,248,069) ( 1,037,121) - 262,068 ( 10,504,404) Net assets at beginning of year 41,047,127 135,270,209 10,481,863 - 19,214,345 206,013,544 Controlling interests' net (distributions) contributions ( 45,482) 670,810 - - ( 625,328) - Non-controlling interests' net contributions - 18,409,572 - - - 18,409,572 Decrease in net assets related to acquisition of limited partner interests - ( 728,255) - - - ( 728,255) Transfer of net assets from Others to JHC ( 2,288,869) 2,288,869 - - - - Net assets at end of year $ 42,231,494 $ 142,663,136 $ 9,444,742 $- $ 18,851,085 $ 213,190,457 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control.

JHC Others* JHC Others* Decrease) Total

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 2018
Net assets without donor restrictions Net assets with donor restrictions Eliminations
Increase
see report of independent auditors
41 PUBLIC SUPPORT AND OTHER REVENUES
Public support
Government contracts and grants $ 30,000 $ 16,843 $- $- $- $ 46,843 Private contributions (corporate, foundation, and individuals) 626,201 561,336 - - ( 553,300) 634,237 Total public support 656,201 578,179 - - ( 553,300) 681,080 Other revenue
Rental revenues 3,217,284 35,622,926 - - - 38,840,210
Management and social services fees 2,646,053 2,261,071 - - ( 3,360,317) 1,546,807 Project development fees 10,239,310 - - - ( 5,074,267) 5,165,043 Flow-through income (loss) from affordable housing partnerships 2,130,019 ( 136,645) - - ( 1,243,670) 749,704 Interest and dividends 938,820 82,939 - - ( 580,036) 441,723 Realized gain on investment in securities 202,074 - - - - 202,074 Unrealized gain on investment in securities 463,546 - - - - 463,546 Other revenues 305,367 11,379,668 - - ( 11,336,464) 348,571 Total other revenues 20,142,473 49,209,959 - - ( 21,594,754) 47,757,678 Net assets released from restrictions 1,030,388 - ( 1,030,388) - - - Total public support, other revenue (loss), and net assets 21,829,062 49,788,138 ( 1,030,388) - ( 22,148,054) 48,438,758 released from restrictions

EXPENSES
Program services 9,565,320 62,178,110 - - ( 16,469,751) 55,273,679 Management and general 2,203,727 444,463 - - ( 1,093,975) 1,554,215 Fundraising 171,066 62,041 - - ( 114,225) 118,882
Total expenses 11,940,113 62,684,614 - - ( 17,677,951) 56,946,776 Change in net assets 9,888,949 ( 12,896,476) ( 1,030,388) - ( 4,470,103) ( 8,508,018) Net assets at beginning of year 30,075,207 119,039,378 11,512,251 - 8,022,096 168,648,932 Consolidation of Heritage LP into JHC 1,070,102 ( 1,070,102) - - - - Consolidation of Woodglen into JHC 12,869 ( 12,869) - - - - Controlling interests' net distributions - ( 15,662,352) - - 15,662,352 - Non-controlling interests' net contributions - 45,872,630 - - - 45,872,630 Net assets at end of year $ 41,047,127 $ 135,270,209 $ 10,481,863 $ - $ 19,214,345 $ 206,013,544 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control.

JHC JHCOthers* TotalOthers* Decrease)

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEAR ENDED DECEMBER 31, 2017
restrictionsNet assets without donor restrictions Net assets with donor Eliminations
Increase
see report of independent auditors
42 JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF FUNCTIONAL EXPENSES
FOR THE. YEAR ENDED DECEMBER 31, 2018
JHC Others*
Supporting Services Supporting Services Eliminations
Program Management Program Management Increase
Services and General Fundraising Total Services and General Fundraising Total Decrease) Total Expenses
Marketing 336,947 $ 336, 947 124 124 337,071
Nonrecoverable predevelopment costs 323, 042 323, 042 323,042 Construction expenses 49,469 49,469 49,469
Consulting fees 285, 121 71, 280 356,401 284,918 94,972 379, 890 74, 852) 661,439 Bad debt expense 19, 600 19,600 21, 529 21, 529 41, 129 Depreciation and amortization 904,072 84,398 988,470 15, 874,608 15, 874,608 503, 068) 16, 360,010 Interest expense 633, 023 633, 023 12,894, 882 12, 894, 882 944,258) 12, 583, 647 Unrealized gain on interest rate swap 408,754) 408,754) 408, 754) Bond fees 18, 382 18, 382 18, 382
Ground lease 61, 804 61, 804 549, 600 549, 600 611, 404 Office and administration costs 956,271 239,068 1, 195, 339 715, 867 238,622 954,489 1, 214,265) 935, 563 Operating expense - rental properties 2, 938,949 2,938,949 18, 121, 272 18, 121, 272 277, 134) 20, 783,087 Partnership fees 145, 828 145, 828 3, 298, 964 3, 298, 964 3, 242,324) 202,468 Payroll taxes and benefits 595, 675 126, 581 22, 338 744,594 158,495 46,492 6, 340 211, 327 281, 732) 674, 189 Wages 3, 680,382 782,081 138, 014 4,600,477 1, 262,877 370,444 50, 515 1, 683, 836 1, 471, 489) 4, 812,824 Total expenses 10, 543, 767 1, 640,355 $ 160,352 12,344,474 52, 842,233 750,530 $ 56,855 53, 649,618 8, 009, 122) 57, 984, 970 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control see report of independent auditors
43 JAMBOREE HOUSING CORPORATION

As one of the top 10 non-profit affordable housing developers in the nation, Jamboree develops, acquires, renovates, and manages affordable rental housing, including a range of supportive housing options for families, seniors, veterans, and previously homeless. Jamboree has engaged in dozens of successful cross-sector partnerships to develop more than 9,000 units of affordable housing. Jamboree currently has $974 million in permanent supportive housing and, affordable projects under development and an estimated $3.2 billion asset portfolio in more than 86 California communities. Jamboree is one of California’s largest developer of Permanent Supportive Housing for formerly homeless individuals living with mental illness.

Jamboree is a Community Housing Development Organization (CHDO) at the State and County level as well as various California cities for the past 29 years, Jamboree’s mission is to deliver quality affordable housing and services that transform lives and strengthen communities. To fulfill its mission and to maintain a continuum of quality housing and services that are the foundation of its reputation and livelihood, Jamboree fully embraces the principle that the development of premier affordable housing is only the first phase of what will be a long-term partnership and operational commitment with stakeholders and the communities in which the company develop.’ Jamboree has developed 4 projects in partnership with a County funded supportive services partner.

Jamboree utilizes a property management company familiar with Housing First on all of its supportive housing properties
Over the last five years Jamboree has developed or currently has under development 18 properties totaling 2,612 units. The developments include housing for families, seniors and/or formerly homeless persons.

Developments Last 5 years
Property Resident Population Units
Rockwood McKinney Vento, MHSA, TCAC 70
Compass Rose Families 46
West Gateway Place Families 77
High Grove Blossom Families 89
Clark Commons Families 70
El Monte Gateway Families 132
Voorhis Village Families 65
Vista Pointe Families 128
Wesley Village Families and Seniors 47
Summerfield Families 268
Miracle Terrace Seniors 179
Monte Vista Families 144
Commented [MJG1]: 2014-2019 Highgrove to First Point
Under Construction or Pre-Development Financing Process Property Resident Population Units
Metro East Seniors 418
First Point I & II Families 552
Manchester MHSA, Families 102
Fontana Families 60
SAVV Veterans 75
Financial Capability
With a property portfolio in excess of $3.2 billion, net assets in excess of $605 million and nearly $24 million in cash, Jamboree has the balance sheet to ensure we complete any development we commit to.

Jamboree has earned a reputation for taking extraordinary steps to effectively translate the housing vision of localities into reality. Our success in winning competitive allocations of scarce low-income tax credits through the California Tax Credit Allocation Committee (TCAC), coupled with attracting top tax credit investors is significant.

Jamboree qualifies for the maximum allowable experience points when competing for tax credits from TCAC.

We routinely get pricing and terms that are indicative of our financial stability.

Portfolio stability combined with low overhead and low corporate debt help mitigate business risk amid challenges in the industry and economy. U.S. Bank has extended an EQ2 line to Jamboree, reinforcing the idea that our capital partners believe in our financial strength. Jamboree has been a leader in developing innovative financing strategies to ensure our developments are fully funded. Accordingly, Jamboree has never failed to win a tax credit allocation for an eligible project awarded via RFP. This track record was most recently confirmed with the Santa Ana Veterans Village project, which was awarded both VASH vouchers and HOME funds by the City of Santa Ana.

Construction began on this development in January 2019. Jamboree enjoys strong capital relationships with other commercial lenders such as Bank of America, Union Bank, and Century Housing. We have successfully closed transactions with all three in the past five years.

Our in-depth expertise brings together a nexus of funding sources allocated from the California Debt Limit Allocation Committee (CDLAC), Federal Home Loan Bank (FHLB), U.S. Department of Housing and Urban Development (HUD), U.S. Department of Agriculture (USDA) and California Department of Housing and Community Development (HCD), along with conventional construction and permanent loans, and other local, state, and federal grants and financing. Jamboree has expertly navigated the current climate of scarce resources to obtain funds from the Home Investment Partnership Program, Neighborhood Stabilization Program, Community Development Block Grant, Continuum of Care, and MHSA. Our development team continues to access new funding programs such as No Place Like Home and Veterans Housing and Homelessness Prevention Program. We credit this success to our strong partnerships that ultimately create superior developments that attract necessary funding.

Over the years, Jamboree has received $420 million of tax credit equity through the 4%, 9% and state tax credit programs, $220 million of bond financing, and $25 million of HOME funds. With the loss of RDA funding, Jamboree was able to secure alternate financing through a myriad of resources. Jamboree’s financial acumen has meant many “firsts” including: building the first development in the state using MHSA funds, Diamond Apartments; developing two communities, Hotel Berry and Birch Apartments in Brea with ARRA funds; and building the first development in the state, West Gateway Place in West Sacramento, using AHSC funds received from the first Cap and Trade auction.

Jamboree has never defaulted on a financial obligation, had a development foreclosed upon or filed for bankruptcy.

Jamboree has never defaulted or failed to perform its obligations in the course of its operations.

Financial References

LENDERS
PUBLIC
City of Anaheim
Contact: John Woodhead
Community Development Director
(714) 765-4300 x4332
City of Brea
Contact: David Crabtree
Community Development Director
(714) 671-4481
County of Orange
Contact: Julia Bidwell
Deputy Director for Housing and Community Development
(714) 480-2991

TAX CREDIT EQUITY INVESTORS
Bank of America Community Lending
Contact: Maria Joyce MaynardVice President Community Development (213) 621-7590
Union Bank
Contact: Perica BellDirector, RE Area Manager
(310) 551-8964
WNC & Associates, Inc.

Contact: Michael Gaber
Executive Vice President & COO
(714) 662-5565 x130

Our recently opened development, Compass Rose, is a 46 unit scattered-site community consisting of 10 parcels in Fullerton. Here the affordable new construction development for large families involved a close relationship with the City with a goal of eliminating blight and overcrowding in the Richman Park area and bringing much needed affordable housing to the neighborhood.

Construction should be completed by February of 2020 on our Santa Ana Veterans Village, Orange County’s largest housing facility for veterans. This three-story, 75-unit supportive housing development will give veterans and their families immediate access to critical onsite supportive services, including employment assessment, training and job placement as well as much-needed mental health services.

The team at Jamboree has earned a reputation for taking extraordinary steps to translate the housing vision of localities into reality. As a result of success in the competitive Tax Credit allocations Jamboree qualifies for the maximum experience points when competing for tax credits. In addition to the development and financing skills of the Executive Team, the Community Impact Team leadership brings new neighborhood partners to create unique neighborhood solutions. Our own construction company allows us to collaborate in both the rehabilitation and cost-effective solutions to maintain the quality of the communities for long term involvement.

Bringing strong partnerships to these financing solutions and working with the diversity of funding sources has been a key to creating developments. The diversity of financial sources have included success in competitive tax credits where our experience has qualified us for the maximum experience points.

All of Jamboree’s properties involve multiple regulatory agreements. This has required a familiarity with managing multiple federal, state, county and local housing program occupancy and affordability guidelines. Our knowledge of these guidelines and experience with programs such as HOME, CDBG, HUD, CalHFA, HCD, the Low-Income Tax Credit, and other programs assures our full compliance with Regulatory Agreements and Fair Housing requirements.

Jamboree’s Asset Management group is dedicated to maintaining the quality and effective oversight of its properties in the years and decades ahead; a key to the company’s strategy of creating valuable housing and programming assets for the communities in which its properties are located. With robust reporting capabilities and a strong sense of pride in exceeding required financial obligations, compliance assurance and asset preservation, our team is unique in delivering mission-focused asset management. Jamboree understands that the development of premier affordable housing is only the first phase of what will be a long-term partnership with the communities in which we develop properties. Given that our long-term ownership often spans 55 years, maintaining the quality and effective oversight of these developments strengthens communities, reduces blight, crime and poverty and is key to them remaining valuable assets to the communities we serve.

Jamboree is committed to being a leader in helping California turn the tide on homelessness.

Since 2003, our strategy has been to ensure that people are housed first. Jamboree often uses a coordinated entry method to house those most vulnerable. Stable housing is the foundation on which stable lives are built.

Jamboree Housing Corporation
California’s premier developer of permanent supportive housing More info? PROPERTIES: jamboreehousing.com>WHAT>Housing Development > Supportive SERVICES: jamboreehousing.com>WHAT>Resident Services > Permanent Supportive Housing DEDICATED development
of 29 studios as County’s
first 100% permanent
supportive housing
property
Jackson Aisle
Midway City, CA
DEDICATED development
of 25 apartment homes
as State’s first 100% MHSA
property
Diamond
Anaheim, CA
INTEGRATED, two-phase
development of 134
apartment homes
(includes 20 MHSA) built
as partnership with Irvine
Community Land Trust, in
upscale master-planned
community
Doria
Irvine, CA
2014
INTEGRATED community
of 70 apartment homes
(includes 6 large families,
15 MHSA, 48 homeless
families) built by Jamboree’s
in-house licensed GC
Rockwood
Anaheim, CA
INTEGRATED, mixeduse renovation and
modernization of 1920s
vintage hotel into 105
single-resident occupancy
studios (includes 10 MHSA,
25 veterans) with first-floor
retail space, just blocks from
State Capitol
The Studios at
Hotel Berry
Sacramento, CA
INTEGRATED, veterans
new construction
permanent supportive
housing community for
homeless veterans and their
families. All 75 units have
Veterans Affairs Supportive
Housing (VASH) vouchers,
includes 20 MHSA units
Santa Ana
Veterans Village
Santa Ana, CA
Under Construction
2020 Completion
Mission
Deliver high quality affordable housing and services
that transform lives and strengthen communities
Expertise
Quality affordable housing for working families,
seniors and those with special needs
Permanent supportive housing is
quality housing with quality services.

It is a national best practice. It demonstrates that permanent housing and access to supportive services allows chronically homeless people to rebuild their lives. It also reduces overall costs of healthcare and other vital services, providing significant savings to communities.

Residents typically pay no more than 30% of their income towards rent. The supportive services are voluntary and focus on keeping the residents housed, resulting in high residency retention rates and reduced psychiatric hospitalizations, incarcerations, and medical hospitalizations. 475+ residents
• Chronically homeless
• Homeless veterans
• Homeless families
• Individuals living with mental
health diagnosis
Award-winning housing
• 2 DEDICATED multifamily properties
• 3 INTEGRATED multifamily properties
• 250+ studios and apartment homes
Onsite supportive services
• 24/7 access to clinical services from
full-service providers
• Life skills and vocational training
• Community-building activities
• Community alliances, liaisons, referrals
Knowledge & expertise
• Diverse financing and multiple funding sources
• LEED for Homes certified design and construction
• Collaborative network of partnerships
To explore solutions that help end homelessness:

Roger Kinoshita, Business Development
[email protected]
949.263.8676
Jamboree Housing Corporation
17701 Cowan Avenue, Suite 200, Irvine, CA 92614
Jamboree at a Glance
Communities
93 from Sacramento
to San Diego
Residents
18,800+
• 800+ vets
• 2,100+ seniors
• 6,500+ families
Average
household
income
$26,569
Asset portfolio
$3.2 billion
Development Pipline
$627 million
Commitment
Long-term ownership
and management
of 55 years
Waitlist
Up to 3 years
Permanent Supportive Housing

JAMBOREE HOUSING CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of
Jamboree Housing Corporation:

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

JAMBOREE HOUSING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
2018 2017
continued)
see accompanying notes
10 JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Basis of presentation
The Corporation is required to report information regarding its financial position and activities according to the following net asset classifications:

Net assets with donor restrictions: Net assets subject to stipulations imposed by donors and grantors.

Principles of consolidation
The Corporation’ s consolidated financial statements include JHC, the accounts of majority-owned, controlled subsidiaries, and operating partnerships that JHC controls.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

JHC has consolidated the following limited partnerships or single member limited liability companies LLC”):

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

All significant intercompany balances and transactions have been eliminated.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Level 1: Observable inputs such as quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3: Unobservable inputs that reflect the Corporation’ s own assumptions.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Depreciation is computed on the straight-line method over the estimated useful lives of the assets.

The useful lives of the assets are estimated as follows:

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

The Corporation receives contract and grant funding from federal, state, and county agencies for the establishment of affordable housing opportunities primarily to benefit low-income households.

Revenue from such grants is recognized as it is earned in accordance with agreements.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Amortization of the discount is recorded as contribution revenue.

Program service expenses consist of costs incurred in connection with providing services and conducting programs.

Management and general expenses consist of costs incurred in connection with the overall activities of the Corporation, which are not allocable to another functional expense category.

Fundraising expenses consist of costs incurred in connection with activities related to obtaining grants and activities designed to generate revenue.

Jamboree allocates expenses into functional classifications ( program, management & general and fundraising) based upon the following criteria:

Certain corporate expenses ( payroll, administrative, consulting and marketing) are allocated to program, management and fundraising based on a time and cost analysis.

Expenses incurred in the direct operation of apartment communities and the provision of services to residents are recorded as program expenses.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Marketing and advertising
Marketing and advertising costs are expensed as incurred.

Reclassifications
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

Subsequent events
Subsequent events have been evaluated through July 31, 2019, which is the date the consolidated financial statements were available to be issued.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

7. Fixed assets
On January 19, 2005, Valencia entered into a 55-year capital lease agreement with the Fontana Housing Authority. Future payments on real estate capital leases increase annually by 2%.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

A summary of related party receivables as of December 31, 2018 is as follows:

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
27 10. Related party transactions (continued)
A summary of related party receivables as of December 31, 2017 is as follows:

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Annual future minimum payments on the ground leases are as follows:
2019 $ 114,706
2020 34,548
2021 35,377
2022 36,227
2023 37,099
Thereafter 4,676,603
Total minimum lease payments $ 4,934,560

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

3.00% with principal payments
generally deferred through 2020.

For the years ended December 31,
2018 and 2017, interest expense
was $36,637 for each year. $ 486,797 $ 1,221,238 $ 450,160 $ 1,221,238

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

6.00% with principal payments
generally deferred through 2071.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Principal payments toward notes payable for the next five years are subject to changes in net cash flow, which is a contingency that cannot be reasonably estimated.

Annual estimated principal payments are due as follows:

Year ending December 31,
2019 $ 4,252,877
2020 4,847,133
2021 3,946,365
2022 5,277,205
2023 5,226,628
Thereafter 346,006,805
Total $ 369,557,013

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 and 2017
33 14. Line of credit
JHC has a line of credit with US Bank with maximum aggregate borrowings of up to $1,000,000.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

Under the terms of the agreement, Hotel Berry is to operate the project as affordable housing energyefficient residential units for a period of 55 years.

The Section 1602 Funds and Weatherization Funds are released from restriction over the 15-year and 55-year compliance periods, respectively. The project was placed in service on October 2, 2012.

For the years ended December 31, 2018 and 2017, government contracts and grants consist of the following:
2018 2017
Community Development Block Grants $ 30,292 $ 46,843

20. Employee retirement plan
The Corporation has established a salary reduction plan through a tax sheltered 403(b) annuity.

JAMBOREE HOUSING CORPORATION AND SUBSIDIARIES

JAMBOREE HOUSING CORPORATION

JHC Others* ( Decrease) Total
Eliminations
Increase

JAMBOREE HOUSING CORPORATION

Decrease) Total(
Increase
Eliminations
JHC Others*

JAMBOREE HOUSING CORPORATION

JHC Others* JHC Others* Decrease) Total

JAMBOREE HOUSING CORPORATION

JHC JHCOthers* TotalOthers* Decrease)

JAMBOREE HOUSING CORPORATION

CONSOLIDATING STATEMENT OF FUNCTIONAL EXPENSES
FOR THE. YEAR ENDED DECEMBER 31, 2017
JHC Others*
Supporting Services Supporting Services Eliminations
Program Management Program Management Increase
Services and General Fundraising Total Services and General Fundraising Total Decrease) Total Expenses
Marketing 326,202 $ 326, 202 57, 821 57, 821 384,023
Nonrecoverable predevelopment costs 182, 660 182,660 182,660 Construction expenses 10, 134, 114 10, 134, 114 10, 134, 114) Consulting fees 168, 189 323, 170 491, 359 355,451 355, 451 79,718) 767,092 Bad debt expense 200,000 200, 000 22,782 22,782 200,000) 22,782 Depreciation and amortization 1, 134,577 84,398 1, 218,975 14,917, 683 14,917, 683 418, 854) 15, 717, 804 Interest expense 178, 957 178, 957 12,642,236 12, 642,236 622, 814) 12, 198, 379 Unrealized gain on interest rate swap 41, 501 41, 501 83, 002) 41, 501) Bond fees 27, 651 27, 651 27, 651
Ground lease 41, 403 41, 403 372,254 372,254 413, 657
Office and administration costs 767,598 293,482 375) 1, 060,705 788,255 81, 253 8, 025 877, 533 1, 255, 140) 683, 098 Operating expense- rental properties 2, 856, 177 2, 856, 177 18, 294,211 18,294,211 380,904) 20, 769,484 Partnership fees 112, 324 112,324 3, 287,994 3, 287, 994 2, 648,988) 751, 330 Payrol I taxes and benefits 564,932 189, 673 24, 685 779,290 137, 681 40,454 6, 016 184, 151 302,418) 661, 023 Wages 3, 358,503 986,802 146,756 4,492, 061 1, 098,476 322,756 48, 000 1, 469, 232 1, 551, 999) 4, 409,294 Total expenses 9, 565, 320 2,203, 727 $ 171, 066 11, 940, 113 62, 178, 110 444,463 $ 62,041 62, 684,614 17, 677, 951) 56,946, 776 Others include HOMES, HwH, QDCI, Meadows, River Ranch, and Consolidated Entities under common control see report of independent auditors
44 EXHIBIT B
Cou
nt Project Location County Structure Type Status
Property
Management Role
Acquisition
Date
Acquisition/
Rehab/New
Construction Housing
Unit
Count
Unit Type
Special
Needs
Unit
Type
SRO
Unit
Type
Family
Unit
Type
Senior Funding Sources Set Asides
1 Alice Court Laguna Beach, CA Orange County SRO In Service Related Co-Developer 2004 New Construction Rental 27 27 LIHTC (9%), City of Laguna, Orange County 6 @ 30%, 21@40% 2 Anaheim House Anaheim, CA Orange County House In Service Jamboree Sole Owner 2010 Acquisition Rehab Rental 6 6 Anaheim RDA, City of Anaheim, St. Joseph Health Systems 3 Arbor at Woodbury Irvine, CA Orange County Apartment In Service JSCo Owner/Developer 2009 New Construction Rental 90 90 LIHTC (9%), TIC, City of Irvine 9@45%, 36@50%, 45@60% 4 Arborelle Citrus Heights, CA Sacramento County Apartment In Service First Pointe Co-Developer 2008 Acquisition Rehab Rental 179 179 SHRA, LIHTC (4%) 36 @50, 141 @60% 5 Asbury Place Sacramento, CA Sacramento County Apartment In Service First Pointe Co-Developer 2007 Acquisition Rehab Rental 104 104 LIHTC (4%) 43 @ 50% 6 Ashford Heights Sacramento, CA Sacramento County Apartment In Service First Pointe Co-Developer 2007 Acquisition Rehab Rental 300 300 SHRA, LIHTC (4%) 60 @ 50%, 240@60% 7 Belage Anaheim, CA Orange County Apartment In Service Preservation Co-Developer 2008 Acquisition Rehab Rental 180 180 LIHTC (4%) 59 @50, 119@60% 8 Birch Hills Brea, CA Orange County Apartment In Service JSCo Owner/Developer 2012 New Construction Rental 115 115 LIHTC 9%, OCHCS, Brea 12@30%, 29@45%, 46@50%, 28@60% 9 Bonterra Brea, CA Orange County Apartment In Service JSCo Owner/Developer 2011 New Construction Rental 94 94 LIHTC (4%), ARRA, Brea, OCHCS 9@30%, 38@50%, 47@60% 10 Breckenridge Sacramento, CA Sacramento County Apartment In Service First Pointe Co-Developer 2007 Acquisition Rehab Rental 160 160 SHRA, LIHTC (4%) 12 @ 50% 11 Briar Crest Garden Grove, CA Orange County Apartment In Service JSCo Owner/Developer 1996, 2016 Acquisition Rehab Rental 31 31 City of Garden Grove, HOME Funds, St. Joe's 10 @30%, 9 @ 50%, 11 @60% 12 Camden La Palma, CA Orange County Apartment In Service JSCo Sole Owner 1997 Acquisition Hold Rental 35 35 LIHTC (4%), RDA-City of LaPalma, CalHFA, County of O35 @ 50% 13 Cascades Sacramento, CA Sacramento County Apartment In Service First Pointe Co-Developer 2007 Acquisition Rehab Rental 112 112 SHRA, LIHTC (4%) 24@50%, 88@60% 14 Ceres Fontana, CA San Bernardino County Apartment In Service QMG Sole Owner 2005 Acquisition Rehab Rental 43 43 City of Fontana owns the property and leases it to LLC 43 @ 50% 15 Ceres II Fontana, CA San Bernardino County Apartment In Service QMG Sole Owner 2008 New Construction Rental 20 20 City of Fontana owns the land 20@50% 16 Ceres Way Fontana, CA San Bernardino County Apartment In Service QMG Owner/Developer 2011 New Construction Rental 60 60 LIHTC (4%), Fontana 60 @60% 17 Cienega Gardens Covina, CA Los Angeles County Apartment In Service Preservation Co-Developer 2003 Acquisition Rehab Rental 180 180 LIHTC (9%), City of Covina-RDA, Section 8 33 @ 30% (TV-Sec 8), 3@50%,1@60%, 141@30% w/PB Sec 8 18 Citrus Grove Fontana, CA San Bernardino County Apartment In Service Preservation Co-Developer 2004 Acquisition Rehab Rental 50 50 LIHTC (4%), CalHFA, Sec8, City of Fontana 50 @ 50% AMI 19 Clark Commons Buena Park, CA Orange County Apartment In Service FPI Owner/Developer 2014 New Construction Rental 70 70 LIHTC 9%, City of Buena Park 21@30%, 7@45%, 28@50%, 13@60% 20 Collage Apts Long Beach, CA Los Angeles County Apartment In Service JSCo Owner/Developer 2011 Acquisition Rehab Rental 14 14 LBHDC 5@30%, 8@50% 21 Columbus Square North Hills, CA Los Angeles County Apartment In Service Preservation Co-Developer 2008 Acquisition Rehab Rental 64 64 LIHTC (4%) 63 @ 50% 22 Compass Rose- Richm Fullerton, CA Orange County Apartment Development JSCo Owner/Developer 2018 New Construction Rental 46 46 23 Cornerstone-Wakeham Santa Ana, CA Orange County Apartment In Service JSCo Sole Owner 2001 Acquisition Rehab Rental 127 127 LIHTC (4%), City of SA, 127@ 50% 24 Corona Park Apts. Corona, CA Riverside County Apartment In Service Preservation Co-Developer 2004 Acquisition Rehab Rental 160 160 LIHTC (4%), Sec8, Century Housing 160 @ 60% 25 Courier Place Claremont, CA Los Angeles County Apartment In Service JSCo Owner/Developer 2011 New Construction Rental 75 37 38 LIHTC 9(%) 16@30%, 38@45%, 20@50% 26 Cypress House Orange, CA Orange County House In Service Jamboree Sole Owner 2010 Acquisition Rehab Rental 6 6 Orange County Loan 27 Delta Lane P1 -West G W. Sacto, CA Sacramento County Apartment In Service JSCo Owner/Developer 2014 New Construction Rental 77 77 LIHTC 9%,City of W.Sacto 8 @30%, 19@45%, 31@50%, 18@60% 28 Desert Oasis Indio, CA Riverside County Apartment In Service-RehabFPI Co-Developer 2017 Acquisition Hold Rental 90 90 Sec 8 90 @ HAP Sec8 29 Diamond Anaheim, CA Orange County Apartment In Service JSCo Owner/Developer 2008 New Construction Rental 25 25 LIHTC (4%), City of Anaheim, CalHFA, OCHCS, AHP, 24@30%,1@60% 30 El Modena House Orange, CA Orange County House In Service Jamboree Sole Owner 2010 Acquisition Rehab Rental 4 4 Lease with Orange County Housing Authority 31 El Monte Gateway El Monte, CA Los Angeles County Apartment In Service Pinnacle Owner/Developer 2014 New Construction Rental 132 132 LHTC 9%, City of El Monte, HOME 34@30%,31@45%,40@50% &26@60% 32 Emerald Cove Huntington Beach, CA Orange County Apartment In Service JSCo Owner/Developer 2010 Acquisition Rehab Rental 164 164 LIHTC (4%). City of HB 50@30%, 64@50%, 48@55% 33 Fullerton House Fullerton, CA Orange County House In Service Jamboree Sole Owner 2010 Acquisition Rehab Rental 6 6 State HCD 34 Granite Court Irvine, CA Orange County Apartment In Service JSCo Owner/Developer 2009 New Construction Rental 71 71 LIHTC (4%), CalHFA, OCHCS, MHP, Irvine 25@30%, 36@ 50%, 10@55% 35 Greenleaf Anaheim, CA Orange County Apartment In Service JSCo Owner/Developer 2010 New Construction Rental 20 20 LIHTC (9%), City of Anaheim 6@30%, 10@50%, 3@60% 36 Grove Park Garden Grove, CA Orange County Apartment In Service JSCo Owner/Developer 2010 Acquisition Rehab Rental 104 104 City of GG, LIHTC (9%), ARRA, HOME 31@30%, 62@50%, 9@60% 37 Hastings Park Sacramento, CA Sacramento County Apartment In Service First Pointe Co-Developer 2004 Acquisition Rehab Rental 242 242 LIHTC (4%), SHRA 48 @ 50%, 145@60%, 49market 38 Heritage Oaks Woodland, CA Sacramento County Apartment In Service First Pointe Co-Developer 2006 Acquisition Rehab Rental 120 120 LIHTC (4%), SHRA 12 @ 50%, 108@60% 39 Heritage Villas Mission Viejo, CA Orange County Apartment In Service-RehabPinnacle Sole Owner 2000 Acquisition Hold Rental 143 143 LIHTC (4%), City of MV, Orange County 15 @ 40%, 43@50%, 84@60% 40 Highgrove Affordable Highgrove, CA Riverside County Apartment In Service Barker Co-Developer 2013 New Construction Rental 89 89 LIHTC 9%, Riverside Co 9 @30%, 9@35%, 9@40%, 27@50% 41 Hill Crest Fontana, CA San Bernardino County Apartment In Service QMG Co-Developer 2002 Acquisition Rehab Rental 53 53 Fontana Housing Authority and RDA 53 @ 50% 42 Hotel Berry Sacramento, CA Sacramento County SRO In Service JSCo Sole Owner 2011 Acquisition Rehab Rental 105 35 70 LIHTC 4%, ARRA, SHRA 11@30%, 11@35%, 70@40%, 11@45% 43 Inn at Woodbridge Irvine, CA Orange County Apartment In Service Eenhoorn Co-Developer 1995 New Construction Rental 120 4 116 LIHTC (4%), 10 @ 35%, 10@40%, 36@50%, 60@60% 44 Jackson Aisle Midway City, CA Orange County Apartment In Service CoF/Barker Co-Developer 2010 New Construction Rental 30 30 9 @35%,10@40%,10@45%,1@50% 45 La Puente Apts. La Puente, CA Los Angeles County Apartment In Service Preservation Co-Developer 2002, 2016 Acquisition Rehab Rental 132 132 LIHTC (4%), Section 8 130 @ 30 % (Sect 8), 2@50% 46 Lake Merritt Oakland, CA Alameda County Apartment In Service Preservation Co-Developer 2003 Acquisition Rehab Rental 55 55 LIHTC (4%), City of Oakland (Section 8), 22@50%, 33@60% 47 Lakeview Aisle Irvine, CA Orange County House In Service Jamboree Sole Owner 2010 Acquisition New Rental 4 4 State HCD 48 Las Colinas Riverside, CA Riverside County Apartment Sold n/a Co-Developer 1999 Acquisition Rehab Rental 148 148 LIHTC (4%) 148 @ 60% 49 Laurel Crest Lancaster, CA Los Angeles County Apartment In Service JSCo Owner/Developer 2007 New Construction Rental 72 72 LIHTC (4%), State Credits, Lancaster-HOME, MHP 34@40%, 25@50%, 12@60% 50 Manzanita Walk Anaheim, CA Orange County Apartment Sold n/a Co-Developer 1997 New Construction For Sale 48 48 HOME Funds First-Time Homebuyer 51 Mendocino, Phase 2 San Clemente, CA Orange County Apartment In Service JSCo Owner/Developer 2003 New Construction Rental 62 62 LIHTC (4%), MHP, Orange County, City of SC 29 @ 40%, 32@60% 52 Mendocino, Phase I San Clemente, CA Orange County Apartment In Service JSCo Owner/Developer 2003 New Construction Rental 124 124 LIHTC (4%), MHP, AHP, Orange County, City of SC 52 @ 40% SMI, 23@50%, 48@60% 53 Miracle Terrace Anaheim, CA Orange County Apartment In Service-RehabFPI Co-Developer 2017 Acquisition Hold Rental 179 179 HUD 236 Program Sec 8 179 @ HUD 236 54 Monarch Pointe Anaheim, CA Orange County Apartment In Service JSCo Owner/Developer 2008 New Construction Rental 63 63 LIHTC (9%), City of Anaheim 10@30%, 12@40%, 28@50%, 13@60% 55 Monte Vista San Jose, CA Santa Clara County Apartment In Service FPI Co-Developer 2014, 2016 Acquisition Rehab Rental 144 144 CASH WNC 144 @60% 56 Montecito Vista Irvine, CA Orange County Apartment In Service JSCo Owner/Developer 2005 New Construction Rental 162 162 LIHTC (4%), City of Irvine, TIC, Orange County 17 @ 30%, 25@45%, 81@50%, 38@60% 57 Monument Arms Fairfield, CA Solano County Apartment In Service JSCo Owner/Developer 2013 Acquisition Rehab Rental 92 92 LIHTC 4%,CDLAC 30 @50%, 58 @60%,3 @mkt 58 Oakview Huntington Beach, CA Orange County Apartment In Service JSCo Sole Owner 2007 Acquisition Rehab Rental 19 19 City of Huntington Bch-HOME, RDA 19@ 50% AMI 59 Orland Arbor Orland, CA Glenn County Apartment In Service First Pointe Co-Developer 2006 Acquisition Rehab Rental 38 38 LIHTC (4%), USDA 12@50%, 26@60% 60 Orland Manor Orland, CA Glenn County Apartment In Service First Pointe Co-Developer 2006 Acquisition Rehab Rental 44 44 LIHTC (4%), USDA 14@50%, 29@60% 61 Panorama View Panorama City, CA Los Angeles County Apartment In Service Preservation Co-Developer 2008 Acquisition Rehab Rental 87 87 LIHTC (4%) 9@30%, 9@35%, 9@40%, 9@45, 9@50%, 41@60% 62 Park Landing Buena Park, CA Orange County Apartment In Service JSCo Owner/Developer 2012 New Construction Rental 70 70 LIHTC 4%, State HOME, MHP 25@30%, 21@45%, 24@60% 63 Plum Tree Gilroy, CA Santa Clara County Apartment In Service Preservation Co-Developer 2000, 2016 Acquisition Rehab Rental 70 70 LIHTC (4%) 70 @ 30% (Sect 8) 64 Puerto Del Sol Long Beach, CA Los Angeles County Apartment In Service JSCo Owner/Developer 2008 New Construction Rental 64 64 LIHTC (4%), City of LB, AHP, MHP 30@40%, 33@50%, 1@60% 65 River Ranch Victorville, CA San Bernardino County Manufactured Home In Service Newport Pacific Sole Owner 2002 Acquisition Rehab Rental 136 136 State HCD, MPROP 27 @ 50% 66 Rockwood-Lincoln Anaheim, CA Orange County Apartment In Service JSCo Owner/Developer 2014 New Construction Rental 70 15 55 30@30%, 12@40%, 27@50% 67 Rose Crest Garden Grove, CA Orange County Apartment In Service JSCo Owner/Developer 1996, 2016 Acquisition Rehab Rental 10 10 City of Garden Grove, HOME Funds, St. Joe's 2 @ 50%, 8 @60% 68 Rowland Heights Rowland Heights, CA Los Angeles County Apartment In Service Preservation Co-Developer 2000, 2015 Acquisition Rehab Rental 144 144 LIHTC (4%), Section 8, Century Housing 28 @ 50%, 115@60% 69 Royals Los Angeles, CA Los Angeles County Apartment In Service Preservation Co-Developer 2005 Acquisition Rehab Rental 114 114 LIHTC (4%) 12@30%, 12@40%, 56@ 50%, 31@60% 70 Seminole Palm Springs, CA Riverside County Apartment In Service Preservation Co-Developer 2003 Acquisition Rehab Rental 60 60 LIHTC (4%), Sec 8 25 @ 50%, 35@60% 71 Shenandoah Sacramento, CA Sacramento County Apartment In Service First Pointe Co-Developer 2007 Acquisition Rehab Rental 100 100 SHRA, LIHTC (4%) 20@50%, 80@ 60% 72 Sky Parkway Sacramento, CA Sacramento County Apartment In Service Preservation Co-Developer 2004 Acquisition Rehab Rental 59 59 LIHTC (4%), Sec 8, County of Sacto, RDA 23 @ 30%, 36@50% 73 St. Andrews Los Angeles, CA Los Angeles County Apartment In Service Preservation Co-Developer 2008 Acquisition Rehab Rental 43 43 LIHTC (4%) 5 @30%, 5@35%, 5@40%, 5@45%, 5@50%, 17@60% 74 Stonegate I-Doria I Irvine, CA Orange County Apartment In Service JSCo Owner/Developer 2011 New Construction Rental 60 10 50 LIHTC 9(%) 18@30%, 27@45%, 15@60% 75 Stonegate II-Doria II Irvine, CA Orange County Apartment In Service JSCo Owner/Developer 2013 New Construction Rental 74 11 63 LIHTC 9%, MHSA, Irvine 22 @30%, 33@45%, 18@60% 76 Summerfield Indio, CA Riverside County Apartment In Service FPI Co-Developer 2015 Acquisition Hold Rental 268 268 Bridge loan, WNC & JHC 268 @ HAP Sec8 77 Sunswept Garden Grove, CA Orange County Apartment In Service QMG Co-Developer 2003 Acquisition Rehab Rental 16 16 Conventional Mortgage (OC CDFI) 16 @ 50% 78 Swindler-Riley House Orange, CA Orange County House In Service Jamboree Sole Owner 2010 Acquisition Rehab Rental 6 6 St. Joseph Health Systems 79 Temecula Reflections Temecula, CA Riverside County Apartment In Service JSCo Sole Owner 2009 Acquisition New Rental 11 11 CASH 11 @50% 80 Tennyson Gardens Hayward Alameda County Apartment Sold n/a Co-Developer 2001 Acquisition Rehab Rental 96 96 LIHTC (4%), City of Hayward, Section 8 29 @ 50%, 67@60% 81 The Meadows Irvine, CA Orange County Manufactured Home In Service Newport Pacific Sole Owner 1998 Acquisition Rehab Rental 360 360 510(c)(3) Mort. Rev. Bonds, CDBG 72 @ 50% AMI, 198@80%, 90-MR 82 The Metropolitan Irvine, CA Orange County Apartment Sold n/a Sole Owner 1993 Acquisition New Rental 4 4 City of Irvine transferred ownership to JHC 1 @ 30%, 3@50% C:\Users\maryjo\Desktop\JHC'sGrowthByYear_New MASTER 11/19/2018

EXHIBIT B
Cou
nt Project Location County Structure Type Status
Property
Management Role
Acquisition
Date
Acquisition/
Rehab/New
Construction Housing
Unit
Count
Unit Type
Special
Needs
Unit
Type
SRO
Unit
Type
Family
Unit
Type
Senior Funding Sources Set Asides
83 Thornbridge San Jose, CA Santa Clara County Apartment Sold n/a Co-Developer 1999 Acquisition Rehab Rental 286 286 LIHTC (4%) 286 @ 60% 84 Two Worlds Los Angeles, CA Los Angeles County Apartment In Service Preservation Co-Developer 2009 Acquisition Rehab Rental 96 96 LIHTC (4%) 29 @30%,10@40%, 10@45, 15@50%, 29@60% 85 Valencia Woods Fontana, CA San Bernardino County Apartment In Service QMG Sole Owner 2005 Acquisition Rehab Rental 60 60 City of Fontana owns the property and leases it to LLC 60 @ 50% 86 Vista Pointe fka Arbor TColton, CA San Bernardino County Apartment In Service FPI Co-Developer 2013 Acquisition Rehab Rental 129 129 LIHTC (4%), 100% Section 8 PBV 28@50%, 99@60% w/100% PB Sec8 87 Voorhis Village San Dimas, CA Los Angeles County Apartment In Service FPI Co-Developer 2013 Acquisition Rehab Rental 65 65 LIHTC 4%, 100% Section 8-PBV (21) & Enhanced (43) 43@60%AMI 21@50%AMI 88 Watercrest Sacramento, CA Sacramento County Apartment Sold n/a Co-Developer 1999 Acquisition Rehab Rental 286 286 LIHTC (4%), City of Sacto 86 @ 50%, 200 @60% 89 Wesley Village - UMC GGarden Grove, CA Orange County Apartment In Service FPI Owner/Developer 2014 New Construction Rental 47 31 16 LIHTC 9%, City of GG 15@50%, 31@59% 90 Woodglen Vista Santee, CA San Diego County Apartment In Service FPI Owner/Developer 2004 Acquisition Rehab Rental 188 188 501(c)(3) Bonds Mort. Revenue Bonds 188 @ 30% (Section 8) 91 Woodpark Aliso Viejo, CA Orange County Apartment Sold n/a Owner/Developer 1996 New Construction Rental 128 128 LIHTC (4%), County of Orange 8 @ 35%, 48@50%, 71@60% Total 91 8,536 158 101 6,575 1,702
C:\Users\maryjo\Desktop\JHC'sGrowthByYear_New MASTER 11/19/2018 New Construction
Name Location Population Unit
Count Type Affordability Restrictions
Date
Completed
Econo Lodge Anaheim Special Needs 70 Studio 30% AMI 2021 Manchester Anaheim Family/Special Needs 102 1/2/3 30%-60% AMI 2021 Santa Ana Veterans Village Santa Ana Veterans 75 1/2 br 30% AMI 2020 Rockwood Apartments Anaheim Family/Special Needs 70 1/2/3 br 30%-60% AMI 2016 Doria Phase II Irvine Family/Special Needs 74 1/2/3 br 30%-60% AMI 2013 Doria Phase I Irvine Family/Special Needs 60 1/2/3 br 30%-60% AMI 2011 Diamond Anaheim Special Needs 25 1/2br 30% AMI 2008
Jackson Aisle Midway City Special Needs 30 Studio /
1 br 35% 2003
Acquisition/Rehabilitation Communities
The Studios at Hotel Berry Sacramento Veterans / Special Needs 105 Studio 30%-45% AMI 2012
Permanent Supportive Housing

4.5.6 d. Experience with Proposed Funding Sources
Jamboree has successfully applied for No Place Like Home for two projects, which are currently awaiting additional funding:

San Ysidro Permanent Supportive Housing, San Ysidro, CA Sunrise Pointe, Citrus Heights, CA
Additionally, Jamboree has received funding under the Mental Health Services Act the predecessor to NPLH for several successful projects and several pipeline projects, including:

Completed:

Diamond Apartments, Anaheim, CA
Doria I & II, Irvine, CA
Studios at Hotel Berry, Sacramento, CA
Pipeline:

Jamboree PSH, Anaheim, CA
Veterans Village, Santa Ana, CA
Jamboree received and completed the first allocation of funding under the Affordable Housing Sustainable Communities program:

West Gateway, West Sacramento, CA

JAMBOREE HOUSING CORPORATION

SCHEDULE OF REAL ESTATE OWNERSHIP INTERESTS
Operating Properties
As of 12/31/18

PROPERTY ANNUAL CASH FLOW

PROPERTY
City, State
Legal Entity Name Units Property
Type
Occupancy
@ 12/31
Completion of
Const/Rehab
LIHTC Investor or Syndicator Mortgage Balance Maturity Date Interest Rate Mortgage Lender Net Operating Income
(incl soc svcs)
Repl and Op Reserve
Deposits
Total Net
Operating
Income
Debt Service DSCR JHC % Joint Venture
Partner
Guarantee Amount Expiration Comments
Alice Court
Laguna Beach, CA
Laguna Housing Partners, LP 27 SRO 96% 2004 Related $364,078 12/1/2034 6.72% CCRC/Berkadia $ 88,192 $ 8,100 $ 80,092 $ 37,092 2.16 0.001% The Related Companies

N/A N/A
Ground Lease
Arbor at Woodbury
Irvine, CA
JHC-Woodbury, LP 90 family 100% 2009 Union Bank $2,778,392 10/1/2027 7.35% MUFG Union Bank $ 652,477 $ 35,229 $ 617,248 $ 253,992 2.43 0.01% N/A N/A N/A Ground Lease
Arborelle Citrus
Heights, CA
Arborelle, LP 179 family 99% 2008 Alliant $14,400,000 8/1/2040 4.75% CSCDA $ 1,051,974 $ 66,897 $ 985,077 843,468 1.17 0.004% Ezralow N/A N/A Asbury Place
Sacramento, CA
Asbury Place, LP 104 family 99% 2008 Alliant $6,890,000 10/1/2040 5.315% HA of the County of Sacramento
$ 493,318 $ 26,000 $ 467,318 373,008 1.25 0.004% Ezralow N/A N/A Ashford Heights
Sacramento, CA
Ashford Heights, LP 300 family 98% 2007 Alliant $21,255,000 12/15/2039 variable HA of the County of Sacramento
$ 1,598,991 $ 104,100 $ 1,494,891 $ 591,054 2.53 0.004% Ezralow N/A N/A Bel Age
Anaheim, CA
Belage Preservation LP 180 family 99% 2008 Merritt $ 19,202,051 2/1/2044 4.69% Union Bank $ 1,465,503 $ 54,000 $ 1,411,503 $ 1,328,954 1.06 0.001% Preservation Partners
N/A N/A Property has Operating Reserve balance of
$699,691 as of YE 2018
Birch Hills Brea, CA Birch Hills Housing Partners, LP 115 family 99% 2013 Union Bank $6,232,458 5/13/2029 variable Union Bank $ 546,761 $ 34,500 $ 512,261 $ 433,025 1.18 0.01% N/A Expired 2017 Bonterra,
Brea, CA
Tonner Hills Housing Partners, LP 94 family 99% 2011 Merritt $3,660,222 12/1/2042 6.50% Bank of America $ 516,038 $ 56,400 $ 459,638 303,768 1.51 0.01% N/A $ 700,000 2026 Breckenridge,
Sacramento, CA
Breckenridge Village, LP 160 family 99% 2008 Alliant $10,800,000 9/1/2040 5.154% Swap Berkadia/HA of County of Sacramento
$ 596,954 $ 63,684 $ 533,270 552,186 0.97 0.004% Ezralow N/A N/A Operating deficits funded by advances from Ezralow
Camden Place
La Palma, CA
Denni Street Partners, LP 35 senior 97% 1997 N/A $871,594 12/1/2028 7.25% CalHFA $ 177,448 $ 27,035 $ 150,413 $ 122,796 1.22 100% N/A N/A N/A Cascades
Sacramento, CA
The Cascades at Sacramento, LP 112 family 99% 2006 Paramount $6,535,000 $2,250,754
9/15/2035
9/1/2045
variable
4%
HA of the County of
Sacramento
SHRA
$ 472,799 $ 36,288 $ 436,511 $ 364,737 1.20 0.004% Ezralow N/A N/A Ceres I & II Apartments
Fontana, CA
JHC-Ceres, LLC 63 family 98% 2008 N/A N/A N/A N/A N/A $ 108,800 N/A $ 108,800 N/A N/A 100% N/A N/A N/A Ground Lease; construction costs funded by grant from City of Fontana
Ceres Way
Fontana, CA
Ceres Way, LP 60 family 100% 2011 RBC $986,910 12/1/2028 6.05% Northmarq $ 113,667 21,493 $ 92,174 79,566 1.16 0.009% N/A Expired 2016 Ground Lease
Cienega Gardens
Covina, CA
Cienega Gardens Preservation LP 180 family 100% 2003 Paramount $34,100,000 9/1/2050 4.76% CSCDA $ 2,307,675 54,000 $ 2,253,675 N/A N/A 0.0010% Preservation Partners
N/A N/A Resyndicated, Rehab completion June
2019, conversion expected January 2020
Citrus Grove
Fontana, CA
Citrus Grove Preservation, LP 50 family 100% 2004 Merritt $680,515 $2,037,961
6/10/2034
2/3/2050

5.5%
2%
CalHFA
Fontana HA
$ 545,738 $ 15,552 $ 530,186 $ 402,268 1.32 0.01% Preservation Partners

N/A N/A
Clark Commons
Buena Park, CA
City Yard Housing Partners LP 70 family 99% 2016 Bank of America $2,885,299 11/1/2046 5.27% Bank of America $ 335,519 $ 21,000 $335,519 $ 197,316 1.70 0.01% N/A $ 329,843 2020 Collage
Long Beach, CA
JHC-Pine Avenue, LLC 14 family 100% 2012 N/A $5,396,615 2/11/2068 0% N/A $ 10,847 $ 4,900 $ 5,947 N/A N/A 100.00% N/A N/A N/A Financed by residual receipts loans from Long Beach Housing Dev Co
Columbus Square
Los Angeles, CA
Columbus Preservation LP 64 senior 98% 2009 Merritt $2,482,382 $2,850,000
2/1/2045
12/18/2063

4.1% Swap
3%
Union Bank
HCD
$ 469,259 $ 40,938 $ 428,321 $ 168,049 2.55 0.001% Preservation Partners

N/A N/A
Cornerstone (WakehamGrant) Santa
Ana, CA
Wakeham-Grant Apartments, LP 127 family 98% 2003 Alliant $3,788,067 2/1/2034 5.03% US Bank $ 721,898 $ 67,232 $ 654,666 $ 337,740 1.94 0.01% N/A Expired 2008 Compass Rose
Fullerton, CA
Richman Park Housing Partners LP 47 family n/a 2019 Union Bank N/A N/A N/A N/A $ - $ - $ - $ - N/A 0.01% N/A N/A N/A Under Construction
Corona Park
Corona, CA
Corona Preservation LP 160 family 99% 2004 Richman $12,098,098 7/1/2049 3.80% HUD $ 1,053,820 $ 81,600 $ 972,220 $ 748,416 1.30 0.005% Preservation Partners

N/A N/A
Courier Place
Claremont, CA
Claremont Village Housing
Partners, LP
75 family 97% 2011 WNC N/A N/A N/A N/A $ 311,527 $ 22,500 $ 289,027 N/A N/A 0.01% N/A Expired 2017 Financed by residual receipts loans from City of Claremont and HACOLA
Crest
Garden Grove, CA
Crest Housing Partners, LP 41 family 98% 2017 WNC $546,575 $3,145,085
4/1/2033
4/1/2033

4.38%

3.94%
Citibank $ 295,141 $ 12,669 $ 295,141 $ 203,200 1.45 0.01% N/A $ 1,970,300 2020 Desert Oasis-Jackson
Terrace
Indio, CA
Desert Oasis Community Partners,
LP
90 family 98% 2018 WNC $12,202,000 4/1/2034 5.00% Citibank $ 798,725 $ - $ 798,725 $ 738,984 N/A 0.001% CPP-WNC $ 349,216 2024 Rehab complete 2018. Conversion
expected in 2019
Diamond
Anaheim, CA
Diamond Aisle, LP 25 special
needs
96% 2008 WNC $87,189
$3,180,732
1/1/2020
12/22/2064
1%
3%
CalHFA
HCD
$ 157,010 $ 13,544 $ 143,466 $ 94,311 1.52 0.005% N/A Expired 2014 Ground Lease

OWNERSHIP OPERATING DEFICIT
7/17/2019

JAMBOREE HOUSING CORPORATION

SCHEDULE OF REAL ESTATE OWNERSHIP INTERESTS
Operating Properties
As of 12/31/18

PROPERTY ANNUAL CASH FLOW

OWNERSHIP OPERATING DEFICIT
Doria I
Irvine, CA
Stonegate Housing Partners, LP 60 family 97% 2011 The Irvine Company $2,429,594 10/1/2029 6.01% US Bank $ 305,636 $ 21,493 $ 284,143 $ 190,716 1.49 0.01% N/A Expired 2015 Ground lease Doria II
Irvine, CA
Stonegate Housing Partners II, LP 74 family 97% 2013 The Irvine Company $2,836,879 $394,060
1/1/2032
1/1/2025

5.25%

3.70%
US Bank
US Bank
$ 514,140 $ 37,000 $ 477,140 $ 321,468 1.48 0.01% N/A Expired 2017 Ground lease
Emerald Cove
Huntington Beach, CA
Emerald Cove, LP 164 senior 99% 2011 WNC $2,887,202 12/1/2026 5.69% US Bank $ 811,725 $ 60,504 $ 751,221 $ 235,499 3.19 0.01% N/A Expired 2016 Exchange, The
El Monte, CA
El Monte Housing Partners LP 132 family 100% 2016 Union Bank $4,298,893 5/1/2031 6.02% Swap
Union Bank $ 581,901 $ 40,986 $ 540,915 $ 237,909 2.27 0.01% N/A $ 852,727 2019 Granite
Irvine, CA
JHC-Granite, LP 71 family 99% 2009 MMA $2,547,290
$6,308,877
3/1/2040
2/9/2065

5.6%
3%
Union Bank
HCD
$ 411,219 $ 42,600 $ 368,619 $ 233,593 1.58 0.01% N/A Expired 2013 Greenleaf
Anaheim, CA
Jamboree Greenleaf, LP 20 family 90% 2010 Enterprise $603,221 11/1/2028 7.57% US Bank $ 112,533 $ 7,601 $ 104,932 $ 54,912 1.91 0.01% N/A Expired 2016 Ground Lease Grove Park
Garden Grove, CA
Grove Park, LP 104 family 100% 2011 Union Bank $4,382,507 $617,125
10/1/2026
10/1/2026

6.56%

6.13%
Union Bank
Union Bank
$ 796,565 $ 44,767 $ 751,798 $ 470,064 1.60 0.01% N/A Expired 2014 Hastings Park
Antelope, CA
Hastings at Antelope, LP 242 family 97% 2005 Paramount $16,200,000 $3,199,282
1/15/2035
5/1/2028
variable
4%
HA of County of
Sacramento
SHRA
$ 1,521,969 $ 90,024 $ 1,431,945 $ 943,650 1.52 0.004% Ezralow N/A N/A Heritage Oaks
Woodland, CA
Heritage Oaks, LP 120 family 99% 2005 Paramount $6,800,000 $1,550,000
2/15/2035
8/22/2024
variable
3%
CSCDA/US Bank
City of Woodland
$ 470,966 $ 38,160 $ 432,806 $ 321,911 1.34 0.004% Ezralow N/A N/A Heritage Villas
Mission Viejo, CA
Heritage Villas Housing Partners LP 143 senior 100% 2018 N/A $11,037,000 12/1/2036 4.90% CCRC $ 862,188 $ 42,900 $ 819,288 $ 660,000 1.24 0.01% N/A $ 1,516,904 2021 Rehab complete 2018, conversion occurred November 2018
Hillcrest Apts.

Fontana, CA
Fountain Crest, LP 53 family 100% 2003 N/A $1,552,285 10/1/2026 5.5% CDFI $ 233,840 $ 30,000 $ 203,840 $ 117,671 1.73 60% SCHRD N/A N/A Highgrove
Riverside, CA
Highgrove Workforce Housing, LP 89 family 97% 2014 RBC $2,344,992 8/1/2032 6.00% Day Trust $ 204,418 $ 28,326 $ 176,092 $ 165,463 1.06 0.0037% Inland Empire Preservation

N/A N/A
Hotel Berry
Sacramento, CA
JHC-Hotel Berry, LLC 104 family 97% 2012 N/A N/A N/A N/A N/A $ 33,896 $ - $ 33,896 N/A N/A 100% N/A N/A N/A Financed by SHRA residual receipts loans with operating deficit reserve
Inn at Woodbridge
Irvine, CA
Woodbridge Villas LP 120 senior 95% 1996 Eenhoorn N/A N/A N/A N/A $ 674,283 NA $ 674,283 $ - N/A 0.5% Eenhoorn N/A N/A Jackson Aisle Apartments
Midway, CA
Jackson Aisle Apartments, LP 29 family 93% 2003 Bank of America $0 N/A N/A N/A $ 103,913 $ 11,685 $ 92,228 N/A N/A 0.005% ACOF N/A N/A La Puente Park Apts.

La Puente, CA
La Puente Park Preservation LP 132 family 100% 2018 NA $29,277,000 6/1/2058 3.7% HUD $ 2,000,752 $ 66,000 $ 1,934,752 $ 1,463,472 N/A 0.0005% Preservation Partners
N/A N/A Rehab complete 2018, conversion
expected 2019
Lake Merritt
Oakland, CA
Lake Merritt II Preservation LP 55 family 100% 2018 CREA $16,525,000 4/1/2050 4.43% CSCDA $ 1,069,057 $ 16,500 $ 1,052,557 $ 929,892 N/A 0.0010% Preservation Partners
N/A N/A Rehab complete 2018, conversion
expected 2019
Laurel Crest
Lancaster, CA
Laurel Crest, LP 72 family 93% 2007 Enterprise $1,739,410 $4,024,440
9/1/2037
11/26/2063

5.23%
3%
US Bank
HCD
$ 224,119 $ 43,200 $ 180,919 $ 164,543 1.10 0.01% N/A Expired 2011 Mendocino at Talega I
San Clemente, CA
Jamboree-Tal Housing, LP 124 family 100% 2003 MMA $3,536,394 $4,500,000
11/1/2033
12/1/2058

6.25%
3%
US Bank
HCD
$ 688,321 $ 73,436 $ 614,885 $ 390,726 1.57 0.1% N/A $ 25,000 N/A Mendocino at Talega II
San Clemente, CA
Jamboree-Tal Housing II, LP 62 family 100% 2003 MMA $2,037,237 $3,226,134
5/1/2034
6/1/2059

5.99%
3%
US Bank
HCD
$ 311,932 $ 29,914 $ 282,018 $ 223,461 1.26 0.1% N/A $ 25,000 N/A Metro East (TPC), Santa
Ana
Santa Ana Senior Associates, LP 418 seniors n/a 2020 CREA N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Property under construction, conversion expected February 2021
Miracle Terrace
Fullerton, CA
Miracle Terrace Community
Partners, LP
179 family 99% 2017 WNC $26,550,000 2/1/2050 4.00% Anaheim Housing Authority
$ 2,027,614 $ - $ 2,027,614 $ - N/A 0.001% CPP-WNC $ 676,417 2022 Rehab complete 2017, conversion expected 2020
Monarch Pointe
Anaheim, CA
Monarch Pointe, LP 63 family 100% 2008 Enterprise $2,727,735 2/15/2039 6.73% US Bank $ 316,289 $ 26,964 $ 289,325 $ 244,668 1.18 0.01% N/A Expired 2011 Ground lease
Monte Vista Gardens
San Jose, CA
Monte Vista Community Partners,
LP
144 family 99% 2017 WNC $25,000,000 2/1/2049 4.22% CALHFA $ 1,964,986 $ 43,200 $ 1,921,786 $ 1,295,173 1.48 0.005% CPP-WNC $ 274,906 2021 Rehab complete 2017, conversion occurred August 2018
Montecito Vista
Irvine, CA
JHC-Culver, LP 162 family 100% 2005 The Irvine Company $7,541,498 12/1/2035 5.70% US Bank $ 1,412,476 $ 59,400 $ 1,353,076 $ 694,500 1.95 0.01% N/A Expired 2009 Ground lease
Monument Arms
Fairfield, CA
Monument Arms Communities
Partners LP
92 family 99% 2015 WNC $9,212,718 3/1/2047 5.18% CA MFA/Citibank $ 725,219 $ 29,281 $ 695,938 $ 589,399 1.18 0.005% N/A $ 456,181 2019 Oakview I
Huntington Beach, CA
JHC-Oakview, LLC 5 family 100% 2008 N/A $214,788 12/1/2021 2.33% St. Joseph Health Systems $ 33,962 $ - $ 33,962 $ 10,454 3.25 100%

N/A N/A N/A
7/17/2019

JAMBOREE HOUSING CORPORATION

SCHEDULE OF REAL ESTATE OWNERSHIP INTERESTS
Operating Properties
As of 12/31/18

PROPERTY ANNUAL CASH FLOW

OWNERSHIP OPERATING DEFICIT
Oakview II
Huntington Beach, CA
JHC-Oakview, LLC 5 family 100% 2008 N/A $170,042 7/31/2022 2.67% St. Joseph Health Systems $ 27,100 $ - $ 27,100 $ 8,499 3.19 100%

N/A N/A N/A
Oakview III
Huntington Beach, CA
JHC-Oakview, LLC 4 family 100% 2009 N/A N/A N/A N/A N/A $ 20,481 $ 1,511 $ 18,970 N/A N/A 100%
N/A N/A N/A Financed by City of Huntington Beach
residual receipts loan
Oakview IV
Huntington Beach, CA
JHC-Oakview, LLC 5 family 100% 2009 N/A $180,933 5/31/2022 2.67% St. Joseph Health Systems $ 21,413 $ - $ 21,413 $ 9,092 2.36 100%

N/A N/A N/A
Orland Arbor & Manor
Orland, CA
Orland Apartments, LP 82 senior &
family
95% 2006 Paramount $765,239
$1,937,067
4/1/2038
9/30/2035

5.32%
1%
Chase

USDA/RD
$ 148,989 $ 43,092 $ 105,897 $ 189,975 0.56 0.004% Ezralow N/A N/A Operating deficits funded by advances from Ezralow
Panorama View
Panorama, CA
Panorama Preservation LP 87 senior 79% 2008 Merritt $8,347,485 11/1/2050 3.08% HUD $ 891,707 $ 72,012 $ 819,695 $ 411,132 1.99 0.001% Preservation Partners

N/A N/A
Park Landing
Buena Park, CA
Buena Park Housing Partners LP 70 family 100% 2013 WNC $2,484,906 $4,805,228
4/1/2029
8/27/2069

5.03%
3%
US Bank
HCD
$ 347,846 $ 42,000 $ 305,846 $ 232,030 1.32 100% N/A Expired 2017 Plum Tree Apts.

Gilroy, CA
Plum Tree West Preservation LP 70 family 100% 2016 CREA $16,633,609 9/1/2048 3.7% CalHFA $ 1,160,680 $ 21,636 $ 1,139,044 $ 866,916 1.31 0.001% Preservation Partners

N/A N/A
Puerto del Sol
Long Beach, CA
Jamboree West Gateway, LP 64 family 100% 2008 MMA $911,155 $3,863,196
12/1/2038
11/26/2063

7.32%
3%
Chase

HCD MHP
$ 135,815 $ 38,400 $ 97,415 $ 103,105 0.94 0.01% N/A Expired 2012 River Ranch MHP
Victorville, CA
JHC River Ranch, Inc. 138 senior 97% 2002 N/A $3,110,086 1/1/2027 4.43% Barings/Fannie Mae $ 272,932 $ 8,004 $ 264,928 $ 193,516 1.37 100% N/A N/A N/A Rockwood Apts.

Anaheim, CA
Lincoln Housing Partners LP 70 special
needs
99% 2016 Bank of America $1,671,197
$3,722,789
5/26/2047
5/26/2032

5.25%

5.25%
Bank of America
Bank of America
$ 552,237 $ 35,000 $ 517,237 $ 498,678 1.04 0.01% N/A $ 274,729 2021 Rowland Heights Apts.

Rowland Heights, CA
Rowland Preservation LP 144 family 93% 2016 RBC $15,773,573 $1,080,000
7/1/2048
1/1/2071

4.31%
1%
CalHFA Bond
Citibank
$ 1,359,057 $ 43,200 $ 1,315,857 $ 900,933 1.46 0.001% Preservation Partners

N/A N/A
Royals I & II
Los Angeles, CA
Royals Preservation LP 114 family 98% 2005 Hudson $4,972,797 5/1/2020 5.355% Chase $ 855,194 $ 34,500 $ 820,694 $ 415,992 1.97 0.001% Preservation Partners

N/A N/A
Santa Ana VV,
Sant Ana, CA
Santa Ana Village LP 76 veterans N/A 2019 Union Bank N/A N/A N/A N/A N/A N/A N/A N/A N/A 0.01% N/A N/A N/A Property under construction, conversion expected June 2020
Seminole Apts.

Palm Springs
Seminole Preservation LP 60 family 95% 2003 Paramount $2,498,035 12/1/2047 2.5% HUD $ 324,529 $ 33,444 $ 291,085 $ 132,549 2.20 0.0495% Preservation Partners

N/A N/A
Shenandoah
Sacramento, CA
The Shenandoah, LP 100 family 99% 2007 Alliant $5,205,000 $2,200,000
$1,795,000
8/15/2036
8/01/2039
8/15/2036
variable
4%
variable
HA City of Sacramento
HA City of Sacramento
West Coast
$ 302,782 $ 30,200 $ 272,582 $ 186,815 1.46 0.004% Ezralow N/A N/A Sky Parkway Sacramento,
CA
Sky Parkway Preservation LP 59 senior 100% 2004 Richman $1,394,484 $800,000
1/1/2020
4/1/2020

4.96%
4%
Chase
SHRA
$ 77,954 $ 37,003 $ 40,951 $ 196,008 0.21 0.005% Preservation Partners
N/A N/A Operating deficit funded by advances from
AGP, Resyndicated March 2019
St. Andrews Arms
Los Angeles, CA
St. Andrews Preservation LP 43 senior 100% 2008 Hudson $1,878,880 6/1/2039 6.3% US Bank $ 400,409 $ 12,900 $ 387,509 $ 161,556 2.40 0.001% Preservation Partners

N/A N/A
Sunswept Apts.

Garden Grove, CA
Sunswept, LP 16 family 100% 2003 N/A $624,713 10/1/2026 5.5% Clearinghouse CDFI $ 110,861 $ 1,600 $ 109,261 $ 47,367 2.31 50% SCHRD N/A N/A Summerfield Apts.

Indio, CA
Summerfield Community Partners,
LP
268 family 100% 2017 WNC $42,000,000 4/1/2033 4.534% Jones Lange $ 3,123,698 $ 82,812 $ 3,040,886 $ 2,395,837 1.27 0.0010% CPP-WNC $ 1,554,882 2022 The Meadows In Irvine, Irvine,
CA
The Meadows in Irvine 360 senior 100% 1998 N/A $22,606,027 2/29/2032 4.805% PNC Bank $ 2,117,039 $ 9,000 $ 2,108,039 $ 1,606,401 1.31 100% N/A N/A N/A Non-Recourse loan is guaranteed by Jamboree
Temecula Reflections
Temecula, CA
JHC-Temecula Reflections, LLC 11 family 100% 2009 N/A N/A N/A N/A N/A $ 6,287 $ - $ 6,287 N/A N/A 100% N/A N/A N/A Condos purchased by Jamboree, Operating reserves of $30,710
Two Worlds
Los Angeles, CA
Two Worlds Preservation LP 96 family 100% 2008 Union Bank $6,906,160 3/1/2048 2.23% HUD $ 638,904 $ 35,748 $ 603,156 $ 353,054 1.71 0.001% Preservation Partners

N/A N/A
Valencia Woods
Fontana, CA
JHC-Valencia Woods, LLC 60 family 98% 2006 N/A N/A N/A N/A N/A $ 123,903 $ 51,225 $ 72,678 N/A N/A 100% N/A N/A N/A Ground Lease + rehab costs funded by grant from City of Fontana
Vista Ponte fka Arbor Terrace
Colton, CA
Arbor Terrace Community Partners,
LP
127 family 97% 2014 WNC $13,080,080 12/1/2029 5.29% Citibank $ 874,521 $ 38,100 $ 836,421 $ 846,480 0.99 0.005% CPP-WNC $ 1,353,184 N/A Voorhis
San Dimas, CA
San Dimas Community Partners,
LP
65 family 95% 2013 WNC $9,057,762 11/1/2045 4.78% Citibank (serviced by Berkadia)
$ 697,332 $ 21,308 $ 676,024 $ 564,449 1.20 0.005% CPP-WNC Expired 2018 Wesley Village
Garden Grove, CA
Garden Grove Housing Partners,
LP
47 family 100% 2017 BFIM $4,207,923 4/1/2036 4.46% Cornerstone CCRC Mortgage Fund II LLC
$ 310,525 $ 11,750 $ 298,775 $ 239,652 N/A 0.01% N/A $ 386,703 2023 Converted to perm May 2018
7/17/2019

JAMBOREE HOUSING CORPORATION

SCHEDULE OF REAL ESTATE OWNERSHIP INTERESTS
Operating Properties
As of 12/31/18

PROPERTY ANNUAL CASH FLOW

OWNERSHIP OPERATING DEFICIT
West Gateway Delta Lane Housing Partners, LP 77 family 100% 2017 Union Bank $1,660,177 $2,600,000
6/1/2032
9/11/2072
Libor + 2.25%

3.0%
Union Bank
HCD
$ 185,712 $ 46,200 $ 139,512 $ 106,639 1.31 0.01% N/A $ 439,000 2020 Woodglen
Santee, CA
Woodglen Vista Housing Partners
LP
188 family 100% 2017 WNC $25,275,845 9/27/2052 5.0% CalHFA $ 2,181,781 $ 94,000 $ 2,087,781 $ 1,550,401 1.35 0.006% N/A $ 2,692,238 2020 TOTALS 8,347
Corporate Office, Suite 200
Irvine, CA
Jamboree Holdings, LLC N/A N/A N/A N/A N/A N/A N/A N/A N/A 100% N/A N/A N/A Loan paid of December 2016
Corporate Office, Suite 220
Irvine, CA
Jamboree Holdings II, LLC $1,142,711 12/18/2022 4.86% US Bank N/A N/A N/A $ 85,193 N/A 100% N/A N/A N/A Office expansion
NOTES: "Mortgage Balance" includes debts with monthly amortization or required annual payments This schedule is updated annually based upon audited financial statements Acquired in 2007
10,077 usable square footage
Acquired in 2015
4,941 usable square footage
7/17/2019
2018 REO Explanations
Properties Underperformance
statistic Explanation
Belage 1.06x
Property had higher NOI than last year. AGP monitors
operations closely and there is an Operating Reserve to fund any potential deficits. The property has Operating Reserve balance of $699,691 as of YE 2018.

Breckenridge .97x
Property operations are monitored by Administrative GP.

Operating deficits are funded by advances from
Administrative GP/Ezralow. Operating Reserve balance as of YE 2018 was $176,101.

Highgrove 1.06x
Property operations are monitored by AGP. The Operating Reserve balance as of YE 2018 was $153,549 and is available to fund any potential deficits. The property experienced a fire late 2017 of which $15k of invoices were paid in 2018. In addtion the property had higher that usual expenses in
repairs, HVAC and landscape enhancements.

Laurel Crest 1.10x
Property had an unusual amount of vacancies (19) and
evictions (4), which impacted revenue projections. Average days for a move in was 58 days due to issues finding qualified applicants. The vehicle gate motor replacement, the key fob system repair to the laundry rooms, HVAC repairs and pan replacements, pool pump replacement and 5-year sprinkler test which resulted in some repairs to the system resulted in expenses higher than normal. In addition, the ext. paint deposit of $26k was expensed in the current year.

Orland Arbor &
Manor
.56x
Property operations are monitored by Administrative GP.

Operating deficits are funded by advances from
Administrative GP/Ezralow.

Puerto Del Sol .94x
The property experienced a loss in laundry income due to broken laundry machines, the machines were repaired.

Several expense categories where higher than previous years:
legal expenses due to resident issues and evictions, electrical expense due to better lighting and water expense high due to a slab leak and a water leak that cost $9,000 more than insurance proceeds received.

Rockwood 1.04x
The property had higher operational expenses than budgeted (not expected in 2019)due to the following: one isolated case of bed bugs that was addressed and eradicated , elevator maintenance higher than usual, increased unit turnover costs and associated collection losses, water damage claims in two units with $10k of uncovered costs (deductible) and increased payroll and janitorial services to meet the needs of the residents. The property also incurred unplanned expenses to troubleshoot and mitigate immediate concerns of the garage door/motor and planter drainage on the 2nd floor.
2018 REO Explanations
Properties Underperformance
statistic Explanation
Sky Parkway .21x
Property operations are monitored by AGP and there is an Operating Reserve to fund any potential deficits. The
Operating Reserve balance was $234,237 as of YE 2018. In 2018, the GP advanced $84K.

Vista Pointe fka
Arbor Terrace
Colton, CA
.99x
AGP monitors operations closely and there is an Operating Reserve to fund any potential deficits. The property has Operating Reserve balance of $344,720 as of YE 2018. In 2018, there was a significant increase in bad debt expense of $50k for write-off of 2017 and 2018 resident balances
(evictions) and an increase in contracted services by $85k for bed bug treatment, pest control, gate repairs and the costs for the preparation of a HUD REAC inspection (temporary maintenance personnel & repairs).

4.5.6 h: Identification of any non-performing loans including the outstanding balance and duration of the delinquency for the team member(s) that will be financially responsible for the proposed project.

Not applicable

4.5.6 i: Identification of any loans or financial obligations that the team members(s) that will be financially responsible for the proposed project have defaulted on during the last five years.

Not applicable

4.5.6 j: Any legal actions taken against developer in the last five years, including fair housing violations.

Not applicable
Development Experience
Jamboree Housing Corporation
Established in 1990, Irvine, CA-headquartered Jamboree Housing Corporation is an award-winning, broad-based nonprofit community development company with properties throughout California. 501(c)(3) Jamboree’s Board of Directors is a guiding force comprised of leaders who draw from an abundance of experience to work together to create quality affordable and workforce housing with services for California communities. With backgrounds in finance, banking, real estate, property management, law and development, board members apply their diverse knowledge to guide the nonprofit into the future with purpose and strength.

As one of the top 10 non-profit affordable housing developers in the nation, Jamboree develops, acquires, renovates, and manages affordable rental housing, including a range of supportive housing options for families, seniors, veterans, and previously homeless. Jamboree has engaged in dozens of successful crosssector partnerships to develop more than 9,000 units of affordable housing. Jamboree currently has $974 million in permanent supportive housing and, affordable projects under development and an estimated $3.2 billion asset portfolio in more than 86 California communities. Jamboree is one of California’s largest developer of Permanent Supportive Housing for formerly homeless individuals living with mental illness.

Jamboree is a Community Housing Development Organization (CHDO) at the State and County level as well as various California cities for the past 29 years, Jamboree’s mission is to deliver quality affordable housing and services that transform lives and strengthen communities. To fulfill its mission and to maintain a continuum of quality housing and services that are the foundation of its reputation and livelihood, Jamboree fully embraces the principle that the development of premier affordable housing is only the first phase of what will be a long-term partnership and operational commitment with stakeholders and the communities in which the company develop.’
Jamboree has developed 4 projects in partnership with a County funded supportive services partner.

Jamboree utilizes a property management company familiar with Housing First on all of its supportive housing properties.

Over the last five years Jamboree has developed or currently has under development 18 properties totaling 2,612 units. The developments include housing for families, seniors and/or formerly homeless persons.

Developments Last 5 years
Property Resident Population Units
Rockwood McKinney Vento, MHSA, TCAC 70
Compass Rose Families 46
West Gateway Place Families 77
High Grove Blossom Families 89
Clark Commons Families 70
El Monte Gateway Families 132
Voorhis Village Families 65
Vista Pointe Families 128
Wesley Village Families and Seniors 47
Summerfield Families 268
Miracle Terrace Seniors 179
Monte Vista Families 144
Under Construction or Pre-Development Financing Process Property Resident Population Units
Metro East Seniors 418
First Point I & II Families 552
Manchester MHSA, Families 102
Fontana Families 60
SAVV Veterans 75
Financial Capability
Jamboree has earned a reputation for taking extraordinary steps to effectively translate the housing vision of localities into reality. Our success in winning competitive allocations of scarce low-income tax credits through the California Tax Credit Allocation Committee (TCAC), coupled with attracting top tax credit investors is significant. Jamboree qualifies for the maximum allowable experience points when competing for tax credits from TCAC.

We routinely get pricing and terms that are indicative of our financial stability. Portfolio stability combined with low overhead and low corporate debt help mitigate business risk amid challenges in the industry and economy. U.S. Bank has extended an EQ2 line to Jamboree, reinforcing the idea that our capital partners believe in our financial strength. Jamboree has been a leader in developing innovative financing strategies to ensure our developments are fully funded. Accordingly, Jamboree has never failed to win a tax credit allocation for an eligible project awarded via RFP. This track record was most recently confirmed with the Santa Ana Veterans Village project, which was awarded both VASH vouchers and HOME funds by the City of Santa Ana. Construction began on this development in January 2019. Jamboree enjoys strong capital relationships with other commercial lenders such as Bank of America, Union Bank, and Century Housing. We have successfully closed transactions with all three in the past five years.

Jamboree has never defaulted or failed to perform its obligations in the course of its operations.

Financial References

Contact: Michael Gaber
Executive Vice President & COO
(714) 662-5565 x130

PRIVATE
Century Housing
Contact: Josh HamiltonSenior Vice President
(310) 462-2030
Union Bank
Contact: Perica BellDirector, RE Area Manager
(310) 551-8964
U.S. Bank Community Lending
Contact: Kathleen T. CalvertVice President
(213) 615-6409
Development Experience
Jamboree’s leadership team is committed to strong business ethics, trusted industry partnerships, and quality community and housing development. Vital to Jamboree’s success and future growth is its experienced board of directors, advisory board, and team of professionals that Jamboree employs. They are equipped with exceptional multidisciplinary knowledge and talents in every facet of both the multi-housing and community services industries. Jamboree staff are experts in critical elements of building and developing, including urban and land planning, architecture, construction, landscape design, real estate finance, economics, and LEED environmental quality. Both the executive team and senior managers serve on numerous industry boards and committees, such as the Federal Home Loan Bank, the California Building Industry Association and many others.

Jamboree works closely with local officials to ensure Jamboree’s properties and programming serve as a catalyst to help revitalize communities, advance health, and when applicable, restore and preserve historic landmarks. As the first step in the development process, Jamboree’s Development Group identifies opportunities and analyzes the feasibility of future projects and their contribution to the health and overall well-being of the surrounding community. Once a site is acquired, the Development Group secures financing and entitlements, meets with local stakeholders to build community support, coordinates with consultants on the design and costs to ensure financial and environmental sustainability, and works closely with city staff to secure licenses, permits, and approvals. Jamboree's affordable housing development portfolio features multifamily apartment homes for low-income and mid-income families, seniors and those with special needs, with supportive services that transform lives and strengthen communities for lasting impact.

Since 1999, Laura Archuleta has guided Jamboree from a small, Irvine, CA-based nonprofit affordable housing developer with 750 homes into a leading statewide provider of more than 9,000 homes in 93 communities. She believes that a complete community includes a diversity of housing choices as a key component to strengthen California communities by creating opportunities to access quality affordable housing, responsive resident services, and programs that enhance quality of life. Since joining Jamboree, the company’s asset portfolio has grown to a market value of nearly $1.1 billion, directly benefiting more than 18,500 Californians. During her tenure she established Jamboree’s in-house Community Impact Group that fosters learning, healthy living and community building for its residents. In 2010, she led the expansion of the Community Impact Group with the acquisition of HOMES, Inc., a leading, nonprofit provider of housing and support for people living with mental disabilities, adding critical mental health programming to its portfolio of services.

Archuleta currently is on the Affordable Housing Advisory Council of the Federal Home Loan Bank of San Francisco, she serves on the boards of the California Housing Consortium, the Building Industry Association (BIA) of California, the Urban Land Institute’s Orange County / Inland Empire Women’s Leadership Initiative Council. She holds a bachelor’s degree in Criminal Justice and a master’s degree in Public Administration from California State University, Fullerton.

Michael Massie, Jamboree’s Chief Development Officer. Michael has over 20 years of experience in the affordable housing industry. Prior to rejoining Jamboree in 2017, Michael Massie served as a Vice President at Related Companies of California where he was responsible for the company’s affordable housing developments in San Diego and Los Angeles counties. Preceding his work at Related, Michael oversaw the development of the Picerne Group’s multifamily projects throughout Southern California and was a member of the executive committee. Michael previously served as Jamboree’s Director of Housing Development from 2008 to 2014 and before that was a Senior Project manager for the organization from 2005 to 2008.

All of the Jamboree team have extensive experience in the affordable housing sector. The leadership team has been involved in dozens of cross sector partnerships to develop the more than 9,000 units of affordable housing in California.

Quality Development and Construction, Inc. (“QDC”) was incorporated in 2012 as a subsidiary 501(c)(3) to support Jamboree’s activities. The initial responsibility was to act as Construction Manager for Jamboree development projects. In 2015, QDC was licensed as a General Contractor by the Contractors State License Board and began acting as General Contractor for Jamboree projects. Since then, QDC completed three award winning LEED Certified new construction projects and two rehabilitation projects. Santa Ana Veterans Village is currently under construction with completion slated for February 2020 and construction will begin later this year on the 102 unit Manchester Apartments and a conversion of the 70 unit EconoLodge Motel, both in Anaheim.

QDC addresses all aspects of design and construction – from strategic master planning to postconstruction warranty service – to ensure the highest industry standards and benchmarks in all specifications unique to Jamboree affordable housing properties. QDC provides Jamboree a strategic advantage in navigating the ever-changing dynamics of the construction industry which allows the development team to focus on successfully bringing high quality affordable housing to fruition.

Tyson Jacobsen, Vice President of Construction, a leader in the multifamily housing industry, heads up operations for Quality Development and Construction, Inc. Jacobsen’s professionalism, focus on technology, and industry experience are integral to meeting the challenges of the construction industry.

Property Management and Affordability Compliance
Jamboree has successfully navigated the current climate of scarce financial resources to develop affordable housing communities throughout the state. Over its 29 year history, Jamboree has earned a reputation of taking extraordinary steps to bring visions to reality. Bringing strong partnerships to these financing solutions and working with the diversity of funding sources has been a key to creating developments.

The diversity of financial sources have included success in competitive tax credits where our experience has qualified us for the maximum experience points.

Jamboree’s Asset Management group is dedicated to maintaining the quality and effective oversight of its properties in the years and decades ahead; a key to the company’s strategy of creating valuable housing and programming assets for the communities in which its properties are located. With robust reporting capabilities and a strong sense of pride in exceeding required financial obligations, compliance assurance and asset preservation, our team is unique in delivering mission-focused asset management. Jamboree understands that the development of premier affordable housing is only the first phase of what will be a longterm partnership with the communities in which we develop properties. Given that our long-term ownership often spans 55 years, maintaining the quality and effective oversight of these developments strengthens communities, reduces blight, crime and poverty and is key to them remaining valuable assets to the communities we serve.

Jamboree's asset management team closely monitors the performance of the properties in its portfolio . In addition to annual inspections of the property and on-site records, monthly financials are reviewed by the asset management staff. Any deviations from budget in excess of 5% require explanations from the property management company. The operating performance of each community is monitored in comparison with the operations of the entire Jamboree portfolio.

Periodic meetings are held with the management company to review the operations of the properties under their control. During these meetings the capital improvement needs of the individual properties are addressed, both planned improvements based on a capital reserve study created for each property following completion of construction /rehab, as well as unexpected capital improvements that may arise during the course of operations.

Given that our long-term ownership often spans 55 years, maintaining the quality and effective oversight of these developments strengthens communities, reduces blight , crime and poverty, and is key to ensuring these developments remain valuable assets to the communities we serve.

Jamboree’s Asset Management group engages nationally recognized and accredited property management firms to handle the day to day operations of its communities. Firms such as the John Stewart Company, FPI Management , The Related Company and Barker Management have both extensive property management acumen as well as expertise in working collaboratively with community and municipal partners to effectively manage a myriad of programs such as Housing First, Mental Health Services Act, the Coordinated Entry System and the Veterans Community Resource and Referral Center. 1318 Fourth Street
Santa Monica, CA
102 Units
Anticipated Project Timeline
1/1/20 Developer Selection
1/15/20-2/15/20 Ground Lease/DDA Negotiation
3/1/20 Entitlement Submittal
3/1/20 Submit application for Project Based Vouchers
9/1/20 Entitlement Approval
11/1/20 No Place Like Home application submittal
1/1/21 Affordable Housing Sustainable Committees application 7/1/21 9% Tax Credit Application
9/1/21 9% Tax Credit Allocation
10/1/21 Permit Drawing Submittal #1
12/1/21 Permit Drawing Submittal #2
2/1/22 Permit Drawing Submittal #3
3/1/22 Close of Construction/Execution of Ground Lease
4/1/23 Begin resident lease up
7/1/23 Completion of Construction
11/1/23 100% Occupancy
05/01/24 Stabilized Operations/Conversion of Permanent Loan

Step Up On Second Street, Inc.

Consolidated Financial Statements
and Single Audit Reports and Schedules
June 30, 2018

TABLE OF CONTENTS
Page No.

Independent Auditor's Report 1 - 2
Consolidated Statement of Financial Position 3
Consolidated Statement of Activities 4
Consolidated Statement of Functional Expenses 5
Consolidated Statement of Cash Flows 6
Notes to Consolidated Financial Statements 7 - 18
Supplementary Information
Consolidating Statements of Financial Position 20
Consolidating Statements of Activities 22
Single Audit Reports and Schedules
Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 24 - 25 Independent Auditor's Report on Compliance for Each Major Program, Internal Control Over Compliance, and on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance 26 - 28 Schedule of Expenditures of Federal Awards 29
Notes to Schedule of Expenditures of Federal Awards 30
Schedule of Findings and Questioned Costs 31 - 38

INDEPENDENT AUDITOR'S REPORT
Board of Directors
Step Up On Second Street, Inc.

Santa Monica, California
We have audited the accompanying consolidated financial statements of Step Up On Second Street, Inc. (the ''Organization''), which comprise the consolidated statement of financial position as of June 30, 2018, and the related consolidated statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Organization's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
1 Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Step Up On Second Street, Inc. as of June 30, 2018, and the changes in their net assets and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matter
Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The information on pages 20 - 22 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 28, 2019, on our consideration of the Organization's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization's internal control over financial reporting and compliance.

ArmaninoLLP
Los Angeles, California
March 28, 2019
2 Step Up On Second Street, Inc.

Consolidated Statement of Financial Position
June 30, 2018
ASSETS
Current assets
Cash and cash equivalents $ 2,302,624
Accounts receivable, net 2,239,465
DMH receivable 424,945
Prepaid expenses and other current assets 210,391
Total current assets 5,177,425
Fixed assets, net 15,030,939
Other assets
Restricted deposits and funded reserves 543,084
Notes receivable from unconsolidated related parties 1,983,484 Investments in partnerships 776,314
Deposits 141,001
Total other assets 3,443,883
Total assets $ 23,652,247

LIABILITIES AND NET ASSETS
Current liabilities
Line of credit $ 647,000
Accounts payable and accrued expenses 1,709,173
Deferred revenue 1,149,130
Accrued unemployment 146,144
Current portion of long-term debt 500,000
Total current liabilities 4,151,447
Long-term liabilities
Long-term debt 2,476,175
Tenant security deposit liabilities 48,196
Total long-term liabilities 2,524,371
Total liabilities 6,675,818
Commitments and contingencies (Notes 10 and 11)
Net assets
Unrestricted 3,722,640
Temporarily restricted 13,253,789
Total net assets 16,976,429
Total liabilities and net assets $ 23,652,247
The accompanying notes are an integral part of these consolidated financial statements. 3 Step Up On Second Street, Inc.

Consolidated Statement of Activities
For the Year Ended June 30, 2018
Unrestricted
Temporarily
Restricted Total
Public support and revenue
Contracts and grants $ 15,320,697 $ 250,000 $ 15,570,697 Debt forgiveness 2,925,000 - 2,925,000
Contributions 1,007,307 540,000 1,547,307
Rental income 931,768 - 931,768
Housing grant - 835,802 835,802
Miscellaneous 141,247 - 141,247
Management fees 33,000 - 33,000
Insurance recovery 999 - 999
Interest income 5,134 - 5,134
Equity in losses of unconsolidated limited
partnerships (97) - (97)
Net assets released from restriction 702,298 (702,298) - 21,067,353 923,504 21,990,857
Functional expenses
Program services 15,585,607 - 15,585,607
Management and general 2,134,815 - 2,134,815
Fundraising 916,224 - 916,224
Total functional expenses 18,636,646 - 18,636,646
Change in net assets 2,430,707 923,504 3,354,211
Net assets, beginning of year 1,291,933 12,330,285 13,622,218 Net assets, end of year $ 3,722,640 $ 13,253,789 $ 16,976,429 The accompanying notes are an integral part of these consolidated financial statements. 4 Step Up On Second Street, Inc.

Consolidated Statement of Functional Expenses
For the Year Ended June 30, 2018
Program Services
Management and
General Fundraising Total
Personnel expenses
Staff employees
Salaries $ 7,686,434 $ 1,293,530 $ 632,967 $ 9,612,931
Payroll taxes and employee
benefits 1,693,712 132,477 118,340 1,944,529
Total staff employees 9,380,146 1,426,007 751,307 11,557,460 Stipend employees
Salaries 199,014 - - 199,014
Payroll taxes and employee
benefits 31,269 - - 31,269
Total stipend employees 230,283 - - 230,283
Total personnel expenses 9,610,429 1,426,007 751,307 11,787,743 Auto and equipment leases 213,427 26,690 8,855 248,972
Bank charges and late fees 17,629 59,456 559 77,644
Depreciation and amortization 227,647 113,120 - 340,767 Dues and subscriptions 22,873 2,580 7,494 32,947
Fundraising, advertising, and
recruiting 18,149 4,163 2,080 24,392
Insurance 227,520 17,295 - 244,815
Interest 29,094 - - 29,094
Miscellaneous 38,363 - 12,097 50,460
Office equipment 95,563 25,520 17,346 138,429
Office supplies 67,457 8,427 8,802 84,686
Postage, shipping, and courier
services 28,973 1,545 7,908 38,426
Printing 3,293 1,980 6,552 11,825
Professional fees 888,338 229,700 62,379 1,180,417
Program supplies 1,806,013 21,066 8,451 1,835,530
Rent 807,027 31,253 - 838,280
Repairs and maintenance 398,300 7,967 1,711 407,978
Sales related expenses 103,319 - - 103,319
Staff training and development 91,709 48,853 7,576 148,138 Taxes and licenses 58,501 4,995 50 63,546
Telephone and internet 294,064 15,133 6,230 315,427
Transportation 371,142 77,535 6,797 455,474
Utilities 166,777 11,530 30 178,337
$ 15,585,607 $ 2,134,815 $ 916,224 $ 18,636,646
Percentage of total 83.6 % 11.5 % 4.9 % 100.0 %
The accompanying notes are an integral part of these consolidated financial statements. 5 Step Up On Second Street, Inc.

Consolidated Statement of Cash Flows
For the Year Ended June 30, 2018
Cash flows from operating activities
Change in net assets $ 3,354,211
Adjustments to reconcile change in net assets to net cash provided by operating activities
Depreciation and amortization 340,767
Equity in losses of unconsolidated limited partnerships 97 Deferred interest on long-term debt 40,267
Loans payable converted to contributions (2,925,000)
Changes in operating assets and liabilities
Accounts receivable (445,896)
DMH receivable (424,945)
Prepaid expenses and other current assets 127,687
Deposits 17,410
Accounts payable and accrued expenses (96,422)
Deferred revenue 743,362
DMH liability (313,669)
Accrued unemployment 14,846
Tenant security deposit liabilities 596
Net cash provided by operating activities 433,311
Cash flows from investing activities
Purchases of property and equipment (703,657)
Deposits to and interest earned on restricted deposits and funded reserves (49,847) Withdrawals from restricted deposits and funded reserves 15,890 Net cash used in investing activities (737,614)
Cash flows from financing activities
Borrowings on line of credit 647,000
Net cash provided by financing activities 647,000
Net increase in cash 342,697
Cash, beginning of year 1,959,927
Cash, end of year $ 2,302,624
Supplemental disclosure of cash flow information
Cash paid during the year for interest $ 18,810
Supplemental schedule of noncash investing and financing activities Construction in progress included in accounts payable $ 141,517 The accompanying notes are an integral part of these consolidated financial statements. 6 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

1. NATURE OF OPERATIONS
Step Up On Second Street, Inc. ("SUOSS, Inc."), a California tax-exempt nonprofit corporation, was formed on July 1, 1986, to provide quality housing, educational, vocational, case management, socialization, and advocacy services to adults in recovery from severe and persistent mental illnesses, so they can become productive members of the community.

SUOSS, Inc.'s principal funding is from the County of Los Angeles Department of Mental Health. Other support is provided by federal, state and local governments, corporate and foundation grants, and charitable gifts provided by individuals.

In order to fulfill its mission, SUOSS, Inc. has formed several subsidiary limited partnerships and limited liability companies (the "Subsidiaries").

In November 1992, SUOSS, Inc. formed Step Up on Second, L.P. ("SUOS LP") to build and operate an affordable housing project for low-income households in Santa Monica, California.

SUOSS, Inc. is the general partner of SUOS LP. Subsequently, in November 2009, SUOSS, Inc. formed Step Up on Second, LLC ("SUOS LLC") (a Single Member LLC [SMLLC]) to serve as the limited partner of SUOS LP.

In December 2004, SUOSS, Inc. formed Step Up on Fifth, L.P ("SUOF LP") to build and operate an affordable housing project for low-income families in Santa Monica, California. SUOSS, Inc. is a non-managing general partner of SUOF LP.

In May 2009, SUOSS, Inc. formed Daniel's Village, LLC ("DV LLC") (a SMLLC) to build and operate permanent housing for low- and very-low-income households in Santa Monica, California.

In March 2011, SUOSS, Inc. formed Michael's Village, LLC ("MV LLC") (a SMLLC) to build and operate permanent housing for homeless persons with mental illness in Hollywood, California.

In March 2011, SUOSS, Inc. formed Step Up on Vine, L.P. ("SUOV LP") to build and operate permanent housing for homeless persons with mental illness in Los Angeles, California.

Subsequently, in November 2011, SUOSS, Inc. formed Step Up on Vine, LLC ("SUOV LLC") to serve as the general partner of SUOV LP. SUOSS, Inc. is a non-managing member of SUOV LLC.

In January 2012, SUOSS, Inc. formed, in conjunction with Hollywood Community Housing Corporation, Step Up on Colorado, LLC ("SUOC LLC"). SUOSS, Inc. is a non-managing member of SUOC LLC; Hollywood Community Housing Corporation is the managing member.

SUOC LLC is the general partner of Step Up on Colorado, L.P. ("SUOC LP"), which was established to build and operate an affordable housing project for low-income families in Santa Monica, California.

In May 2012, SUOSS, Inc. formed The Tammy Apartments, LLC ("TTA LLC") (a SMLLC) to build and operate permanent housing for homeless persons with mental illness in Los Angeles, California.
7 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

1. NATURE OF OPERATIONS (continued)
In October 2014, SUOSS, Inc. formed Step Up on Vine Cafe, LLC ("SUOVC LLC") (a SMLLC) to operate a cafe at Step Up on Vine. This entity was dissolved on July 18, 2017.

In March 2016, SUOSS, Inc. formed Step Up on 26th, LLC ("SUO26TH LLC") (a SMLLC) in order acquire, rehabilitate, and operate affordable multi-family housing in Santa Monica, California.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of consolidation
The accompanying consolidated financial statements include the accounts of SUOSS, Inc., and its affiliates SUOS LP, SUOS LLC, DV LLC, TTA LLC, MV LLC, SUOVC LLC, and SUO26TH LLC. Collectively, SUOSS, Inc. and these affiliates are referred to as the "Organization." All significant intercompany transactions and balances have been eliminated in consolidation.

SUOF LP, SUOV LP, and SUOC LP are not controlled by SUOSS, Inc. and the assets, liabilities, and results of operations are not included in the accompanying consolidated financial statements but are recognized using the equity method of accounting.

Income tax status
SUOSS, Inc. is a nonprofit public benefit corporation organized under the laws of California and, as such, is exempt from federal and state income taxes under Internal Revenue Code ("IRC") Section 501(c)(3) and corresponding state provisions.

SUOS LLC, DV LLC, TTA LLC, MV LLC, SUOVC LLC, and SUO26TH LLC are SMLLCs which are deemed to be disregarded entities for income tax purposes. SUOS LP is a limited partnership between SUOS LLC and SUOSS, Inc. Accordingly, all earnings, gains, and losses of the SMLLCs and SUOS LP are passed through to their respective member, SUOSS, Inc. No taxes or fees are payable for federal income tax purposes. For California, each LLC and LP is required to pay a fee based on gross receipts, as defined, plus $800 annually.

The Organization's federal income tax and informational returns for tax years ended June 30, 2015, and subsequent remain subject to examination by the Internal Revenue Service. The returns for California, the Organization's only state tax jurisdiction, remain subject to examination by the California Franchise Tax Board for tax years ended June 30, 2014, and subsequent.

Financial statement presentation
The Organization reports information regarding its financial position and activities according to three classes of net assets: unrestricted, temporarily restricted and permanently restricted. 8 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial statement presentation (continued)
 Unrestricted net assets - Include grants, contributions, rents, fees, sales and other forms of revenue that are not restricted by the donor or grantor as well as expenditures related to the general operations of the Organization.
 Temporarily restricted net assets - Include contributions and grants that are temporarily restricted by the donor or grantor or time restricted to the extent they will be collected or expended in the future. When the donor or time restriction has been met, the net assets of this classification are reclassified to unrestricted net assets.  Permanently restricted net assets - Include contributions that have been restricted by the donor in perpetuity. There were no permanently restricted net assets at June 30, 2018.

Use of estimates
Management uses estimates and assumptions in preparing consolidated financial statements.

Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates.

Cash and cash equivalents
The Organization considers financial instruments with original maturities of 90 days or less to be cash equivalents.

Cash held-in-trust
The Organization maintains bank accounts, segregated from the Organization's assets, for cash held-in-trust for certain program participants. At June 30, 2018, the amount of such funds heldin-trust totaled $112,194. Balances in such accounts are FDIC-insured up to the applicable limits.

Accounts receivable
Accounts receivable are unsecured and the Organization is at-risk to the extent that such amounts become uncollectible. The Organization uses the allowance method for uncollectible accounts receivable.

Property and equipment
Purchases of property and equipment are recorded at cost. Donated items are recorded at fair value when received.
9 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property and equipment (continued)
Depreciation and amortization of property and equipment is computed using the straight-line method over the following estimated useful lives:

Buildings 27.5
Leasehold improvements 27.5
Equipment 3 - 7
Normal repairs and maintenance are expensed as incurred, whereas significant charges that materially increase values or extend useful lives are capitalized and depreciated over the estimated useful lives of the related assets.

Impairment of long-lived assets
Management reviews each asset or asset group for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable, but at least annually. No impairment provision was recorded by the Organization during the year.

Deferred revenue
The Organization receives cash flow advances as part of its contracts with Los Angeles County Department of Mental Health ("DMH"). Advances received in excess of revenue recognized are presented as a deferred revenue liability on the consolidated statement of financial position.

DMH Liability
The Organization maintains multiple contracts with DMH to provide program services to qualified clients. DMH will pay the Organization for services upon billing; however, the claims remain open until a later date, at which time DMH can reconcile the billings and close the contract year. As a result, a potential liability exists for historical billings. Contract years can remain open for up to seven years. The Organization has previously reported a separate DMH liability on the statement of financial position related to open contract years. As of June 30, 2018, there was no outstanding liability based on preliminary audit communications provided by DMH and the Organization's analysis.

Contributed goods and services
Donations of merchandise to the Organization, primarily consisting of used clothing, are not recorded as revenue due to the inability to estimate the fair value when received. The Organization also receives many hours of donated volunteer time; no amounts have been reflected in the accompanying consolidated financial statements for these contributed services, as the value of these services does not meet the criteria for recording established by accounting principles generally accepted in the United States of America. 10 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Functional expenses
The Organization allocates its expenses on a functional basis among its various programs and support services. Expenses that can be identified with a specific program or support service are allocated directly according to their natural expense classification. Other expenses that are common to several functions are allocated accordingly.

Concentration of credit risk
Occasionally, the Organization's cash balances exceed FDIC-insured limits. The Organization has not experienced and does not anticipate any losses related to these balances.

The Organization has one major funding source that comprised approximately 38% of its contract and grant revenue during the year and 16% of its accounts receivable at June 30, 2018.

Subsequent events
The Organization has evaluated events subsequent to June 30, 2018, to assess the need for potential recognition or disclosure in the consolidated financial statements. Such events were evaluated through March 28, 2019, the date the consolidated financial statements were available to be issued. Based upon this evaluation, it was determined no subsequent events occurred that require recognition or additional disclosure in the consolidated financial statements, except as disclosed in Note 9.

3. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:

Accounts receivable $ 1,899,520
Grants receivable 250,000
Developer fees and other receivables 1,402
Rents receivable 90,461
2,241,383
Allowance for doubtful accounts (1,918)
$ 2,239,465
11 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

4. RESTRICTED DEPOSITS AND FUNDED RESERVES
Restricted deposits and funded reserves consist of the following:

Tenant deposits held in trust
The Organization is required to maintain separate cash accounts for tenants' rental security deposits, totaling $53,387 at June 30, 2018.

Replacement reserves
The Organization is required to maintain and make regular deposits to replacement reserves in accordance with provisions of regulatory agreements with various funding agencies. The replacement reserves are to be used for the replacement of property and equipment and withdrawals generally require the prior approval of the applicable regulatory agency.

Replacement reserves totaled $377,922 at June 30, 2018.

Operating reserves
The Organization is required to maintain and make regular deposits to operating reserves in accordance with provisions of regulatory agreements with various funding agencies. The operating reserves are to be used for operating expenses as defined in the applicable regulatory agreements. Operating reserves totaled $63,294 at June 30, 2018.

Tax assessment and insurance reserves
The Organization is required to maintain and make regular deposits to tax assessment and insurance reserves in accordance with provisions of regulatory agreements with various funding agencies. The tax assessment and insurance reserves are to be used for tax and insurance premiums as defined in the applicable regulatory agreements. Tax assessment and insurance reserves totaled $22,062 at June 30, 2018.

Reserves held by agency
Based upon the terms of the Regulatory Agreement between DV LLC and the Redevelopment Agency of the City of Santa Monica ("SM RA"), $26,419 is held by SM RA as an Operating Expense Reserve. These reserve funds were held back as a condition of the $733,810 loan payable to SM RA (see Note 9), until such time as the use of the funds is approved to be released for certain operating expenses and other costs, as defined in the regulatory agreement.

The California Housing Finance Agency ("CHFA") has set aside a Capitalized Operating Subsidy Reserve in the amount of $676,465 (including accumulated interest) to be used to subsidize operating costs of the MHSA (Mental Health Services Act) units of Daniel's Village, LLC. This reserve has not been recorded on the books of DV LLC, as it is a subsidy to be received only upon meeting certain operating loss contingencies, as defined in the CHFA regulatory agreement. 12 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

5. NOTES RECEIVABLE
Notes receivable consist of the following:

Note receivable from SUOF LP, non-interest bearing, secured by a subordinated deed of trust on the SUOF LP real property, and due January 2064. $ 1,500,000
Note receivable from SUOF LP, non-interest bearing, secured by a subordinated deed of trust on the SUOF LP real property, and due January 2064. 230,000
Note receivable from SUOV LP, non-interest bearing, unsecured, and due 30 years after the Construction Period Maturity Date occurs upon receipt of the completion of construction. 253,484
$ 1,983,484

6. INVESTMENTS IN UNCONSOLIDATED LIMITED PARTNERSHIPS
Investments in unconsolidated limited partnerships consist of the following:

SUOV LP $ 763,829
SUOF LP 12,467
SUOC LP 18
$ 776,314

7. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:

Land $ 9,361,348
Buildings 7,277,589
Leasehold improvements 2,368,013
Equipment 626,536
19,633,486
Accumulated depreciation and amortization (4,602,547)
$ 15,030,939

8. ACCRUED UNEMPLOYMENT LIABILITY
The Organization has elected to be self-insured for purposes of California state unemployment insurance and has established a provision for future claims in the amount of $146,144 as of June 30, 2018. Unemployment claims totaled $10,534 for the year. 13 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

9. LONG-TERM DEBT
Long-term debt is detailed as follows:

Note payable by SUOSS, Inc. to Bank of America through the Federal Home Loan Bank Affordable Housing Program ("FHLB AHP"), secured by a subordinated deed of trust on the real property of SUOF LP, non-interestbearing, due January 2064 (see Note 5). $ 230,000 Note payable by Daniel's Village to California Housing Finance Agency ("CHFA"), secured by a first deed of trust on the real property of Daniel's Village, payable in annual installments to the extent of 26.7% of Residual Receipts (as defined in the CHFA Regulatory Agreement), applied first to interest at 3% per annum, then to principal, through October 2064, at which time all outstanding principal and interest are due. Accrued interest totaled $170,791 as of June 30, 2017. 733,810
Note payable by SUOSS, Inc. to the City of Los Angeles, secured by the City Deed of Trust on the real property of MV LLC, non-interest-bearing, payable in annual installments to the extent of 29.56% of Residual Receipts (as defined in the CHFA Regulatory Agreement), through May 2055. 1,301,307 Unsecured note payable by SUOSS, Inc. to the Weingart Foundation with interest at 3% per annum, payable quarterly through December 2018, at which time all interest and principal is due. 500,000
2,765,117
Plus deferred interest 211,058
2,976,175
Current portion (500,000)
$ 2,476,175
Subsequent to June 30, 2018, the $500,000 note payable to the Weingart Foundation was extended for another year and is due in the year ending June 30, 2020. The remaining debt is due beginning in the year ending June 30, 2055.

On March 5, the Organization obtained a loan of $615,000 from Century Housing Corporation, secured by real estate owned by The Tammy Apartments, LLC, a wholly owned subsidiary of the Company, and the related leases and rents. The loan bears interest at 5.75% and is being amortized over a period of 35 years. A balloon payment will be due on the maturity date of the loan in 2029.

10. COMMITMENTS
The Organization has noncancelable operating leases for office, program facilities, and equipment expiring at various dates through June 2023. Rent expense relating to these leases totaled $1,087,252 for the year.
14 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

10. COMMITMENTS (continued)
The scheduled minimum lease payments under the lease terms are as follows:

Year ending June 30,
2019 $ 973,101
2020 617,099
2021 426,409
2022 342,756
2023 248,136
$ 2,607,501

11. CONTINGENCIES
The Organization is contingently liable under several contingent promissory notes and grant agreements. These contingent promissory notes and grant agreements have not been recorded as liabilities on the consolidated statement of financial position as repayment is not required as long as the Organization continues to own the properties which secure the notes and complies with the provisions of the respective notes, grants and regulatory agreements, which it fully intends to do.

Accordingly, any related accrued interest has not been recorded. The contingent promissory notes and grant agreements have been reflected as temporarily restricted net assets (see Note 12).

The Organization is also party to several agreements in which repayment of principal may be required from "residual receipts" as defined in the various agreements.

Contingent grant agreements
Terms and descriptions of the contingent grant agreements are as follows:

Contingent non-interest-bearing, unsecured grant agreement to SUOSS, Inc. by the Community Development Commission of the County of Los Angeles ("LA CDC"). The grant agreement between SUOSS, Inc. and LA CDC requires SUOSS, Inc. to operate the SUOV LP real property to provide permanent housing for homeless persons with mental illness for a period of at least 15 years through November 2026. For as long as SUOSS, Inc. and SUOV LP comply with the provisions of the grant agreement with LA CDC, the outstanding contingent balance ($71,431 as of June 30, 2018) will be reduced by annual $35,714 service credits through March 2020.

Contingent non-interest-bearing, unsecured grant agreement to SUOSS, Inc. by LA CDC. The grant agreement between SUOSS, Inc. and LA CDC requires SUOSS, Inc. to operate the Michael's Village real property to provide permanent housing for homeless persons with mental illness for a period of at least 15 years through April 2026. For as long as SUOSS, Inc. and MV LLC comply with the provisions of the grant agreement with LA CDC, the outstanding contingent balance ($342,856 as of June 30, 2018) will be reduced by annual $114,286 service credits through January 2021.
15 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

11. CONTINGENCIES (continued)
Contingent grant agreements (continued)
Contingent non-interest-bearing, unsecured grant agreement to TTA LLC by LA CDC. The grant agreement between TTA LLC and LA CDC requires TTA LLC to operate the TTA LLC real property to provide permanent housing for homeless persons with mental illness for a period of at least 15 years through April 2028. For as long as TTA LLC complies with the provisions of the grant agreement with LA CDC, the outstanding contingent balance ($107,144 as of June 30, 2018) will be reduced by annual service credits of $35,714 through April 2021.

Contingent non-interest-bearing grant agreement to SUOSS, Inc. by Los Angeles Homeless Services Authority ("LAHSA") in the amount of $400,000, secured by a third deed of trust on the real property of MV LLC. The capital agreement between SUOSS, Inc. and LAHSA requires MV LLC to operate the property to provide permanent housing to low-income households. For as long as MV LLC complies with the provisions of its capital agreement with LAHSA, payments on the balance of this note will be deferred until May 2023, at which time the then-outstanding contingent balance ($400,000 as of June 30, 2018) will be reduced by annual service credits equal to 10% of the then-outstanding contingent balance through May 2033.

Contingent promissory notes
Terms and descriptions of the contingent promissory notes are as follows:

Two contingent promissory notes payable by SUOS LP to SM RA, secured by a first deed of trust on the real property of SUOS LP. The regulatory agreement between SUOS LP and SM RA requires SUOS LP to operate the property to provide housing to low-income households. For as long as SUOS LP complies with the provisions of its regulatory agreement with SM RA, the principal and interest payments on the balance of these notes and any corresponding interest will be deferred until November 2065 (extendable until November 2090), except as follows: to the extent the property has Residual Receipts (as defined in the SM RA regulatory agreement) in any given year, 50% of the Residual Receipts, if any, must be paid as a contingent liability, applied first to accumulated interest on the contingent promissory notes and then to principal through November 2090. In November 2090, all principal ($3,510,317 as of June 30, 2018) plus any unpaid interest, calculated at 4.57% per annum, compounded annually ($1,019,107 as of June 30, 2018), will be forgiven; the City of Santa Monica holds an option to purchase the property in November 2090 for $1.
16 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

11. CONTINGENCIES (continued)
Contingent promissory notes (continued)
Contingent promissory note payable by DV LLC to SM RA, secured by a first deed of trust on the real estate of DV LLC. The regulatory agreement between DV LLC and SM RA requires DV LLC to operate the property to provide permanent housing to low- and very-low-income households. For as long as DV LLC complies with the provisions of its regulatory agreement with SM RA, the principal and interest payments on the balance of this note and any corresponding interest will be deferred until October 2062 (extendable until October 2087), except as follows: to the extent the property has Residual Receipts (as defined in the SM RA regulatory agreement) in any given year, half of 73.3% of the Residual Receipts, if any, must be paid as a contingent liability, applied first to accumulated interest on the contingent promissory note and then to principal through October 2087. In October 2087, all principal ($2,018,162 as of June 30, 2018) plus any unpaid interest, calculated at 6.37% per annum, compounded annually ($1,249,713 as of June 30, 2018), will be forgiven.

Contingent non-interest-bearing promissory note payable by SUOSS, Inc. to Union Bank through the FHLB AHP in the amount of $500,000, secured by a fifth deed of trust on the real property of MV LLC. The loan agreement between SUOSS, Inc. and Union Bank requires MV LLC to operate the property to provide permanent housing to low-income households. For as long as MV LLC complies with the provisions of its loan agreement with Union Bank, all principal payments on the balance of this note will be deferred until December 2067, at which time the then-outstanding contingent balance ($500,000 as of June 30, 2018) will be forgiven.

Contingent promissory note payable by SUO26TH LLC to the City of Santa Monica ("SM"), secured by a first deed of trust on the real estate of SUO26TH LLC. The regulatory agreement between SUO26TH LLC and SM requires SUO26TH LLC to operate the property to provide affordable multi-family housing to low- and very-low-income households. For as long as SUO26TH LLC complies with the provisions of its regulatory agreement with SM, the principal and interest payments on the balance of this note and any corresponding interest will be deferred until April 2066 (extendable until April 2091), except as follows: to the extent the property has Residual Receipts (as defined in the SM regulatory agreement) in any given year, half of the Residual Receipts, if any, must be paid as a contingent liability, applied first to accumulated interest on the contingent promissory note and then to principal through April 2091. In April 2091, all principal and any unpaid interest, calculated at 3.58% per annum, compounded annually ($181,401 as of June 30, 2018), will be forgiven. As of June 30, 2018, the Organization had $4,814,209 outstanding on the conditional promissory note with an additional $1,541,791 available to the Organization for qualified withdrawals.

The principal of these contingent promissory notes has been recorded as temporarily restricted net assets upon receipt of the advances. The accrued interest on these contingent promissory notes, while reported as a contingent liability in these notes, has not been recorded by the Organization; thus they are not included in temporarily restricted net assets. 17 Step Up On Second Street, Inc.

Notes to Consolidated Financial Statements
June 30, 2018

12. TEMPORARILY RESTRICTED NET ASSETS
Temporarily restricted net assets consist of the following:

Conditional promissory notes payable to SM RA $ 5,528,479 Conditional promissory note payable to SM 5,650,011
Conditional promissory note payable to Union Bank 500,000 Conditional grants from LA CDC 485,716
Conditional grant from LAHSA 400,000
California Community Foundation 250,000
John & Polly Sparks 200,000
Queens Care 27,083
The Rose Hill Foundation 62,500
The Weingart Foundation 150,000
$ 13,253,789
Temporarily restricted net assets released from restriction during the year were as follows:

California Community Foundation $ 229,167
Conditional grants from LA CDC 185,714
Deutsch Foundation 100,000
Food for Soul 4,500
Mark Taper Foundation 50,000
Parsons Foundation 25,000
Queens Care 37,917
Speciality Family Foundation 7,500
The Weingart Foundation 50,000
The Rose Hill Foundation 12,500
$ 702,298

13. EMPLOYEE BENEFIT PLAN
The Organization offers an IRC Section 403(b) for all eligible employees. The 403(b) plan is a non-ERISA plan. Participants may make annual contributions up to the maximum allowable deferral amount for defined contribution plans.
18 SUPPLEMENTARY INFORMATION
Step Up On Second Street, Inc.

Consolidating Statements of Financial Position
June 30, 2018
ASSETS
Step Up On
Second
Street, Inc
Step Up on
Second
Daniels
Village, LLC
The Tammy
Apartments,
LLC
Michael's
Village LLC
Step Up On
26th Street
Step Up On
Vine Cafe
Eliminating
Entries Total
Current assets
Cash and cash equivalents $ 2,044,843 $ 135,886 $ 28,058 $ 4,993 $ 14,764 $ 74,080 $ - $ - $ 2,302,624 Accounts receivable, net 2,150,632 811 40,319 3,606 43,807 290 - - 2,239,465 DMH receivable 424,945 - - - - - - - 424,945
Prepaid expenses and other
current assets 210,391 - - - - - - - 210,391
Total current assets 4,830,811 136,697 68,377 8,599 58,571 74,370 - - 5,177,425 Fixed assets, net 126,537 2,222,762 2,229,734 1,010,393 4,172,753 5,268,760 - - 15,030,939 Other assets
Restricted deposits and funded
reserves - 399,775 30,537 10,886 99,210 2,676 - - 543,084 Notes receivable from
unconsolidated related parties 1,983,484 - - - - - - - 1,983,484 Due from related parties 408,422 189,551 - - - - - (597,973) - Investments in partnerships 13,852,125 - - - - - - (13,075,811) 776,314 Deposits 141,001 - - - - - - - 141,001
Total other assets 16,385,032 589,326 30,537 10,886 99,210 2,676 - (13,673,784) 3,443,883 Total assets $ 21,342,380 $ 2,948,785 $ 2,328,648 $ 1,029,878 $ 4,330,534 $ 5,345,806 $ - $(13,673,784) $ 23,652,247 See accompanying independent auditor's report.
20 Step Up On Second Street, Inc.

Consolidating Statements of Financial Position
June 30, 2018

LIABILITIES AND NET ASSETS
Step Up On
Second
Street, Inc*
Step Up on
Second
Daniels
Village, LLC
The Tammy
Apartments,
LLC
Michael's
Village LLC
Step Up On
26th Street
Step Up On
Vine Cafe
Eliminating
Entries Total
Current liabilities
Line of credit $ 647,000 $ - $ - $ - $ - $ - $ - $ - $ 647,000 Current portion of long-term debt 500,000 - - - - - - - 500,000 Accounts payable and accrued
expenses 1,487,127 20,163 25,988 317 31,735 143,843 - - 1,709,173 Deferred revenue 1,149,130 - - - - - - - 1,149,130
Accrued unemployment 146,144 - - - - - - - 146,144
Total current liabilities 3,929,401 20,163 25,988 317 31,735 143,843 - - 4,151,447 Long-term liabilities
Long-term debt 248,253 - 926,615 - 1,301,307 - - - 2,476,175 Tenant security deposit liabilities (2,837) 11,756 - 10,073 27,048 2,156 - - 48,196 Due to related parties 191,134 - 22,610 85,955 201,090 97,184 - (597,973) - Total long-term liabilities 436,550 11,756 949,225 96,028 1,529,445 99,340 - (597,973) 2,524,371 Total liabilities 4,365,951 31,919 975,213 96,345 1,561,180 243,183 - (597,973) 6,675,818 Net assets
Unrestricted 3,722,640 (593,451) (664,727) 862,104 1,526,498 (547,388) - (583,036) 3,722,640 Temporarily restricted 13,253,789 3,510,317 2,018,162 71,429 1,242,856 5,650,011 - (12,492,775) 13,253,789 Total net assets 16,976,429 2,916,866 1,353,435 933,533 2,769,354 5,102,623 - (13,075,811) 16,976,429 Total liabilities and net assets $ 21,342,380 $ 2,948,785 $ 2,328,648 $ 1,029,878 $ 4,330,534 $ 5,345,806 $ - $(13,673,784) $ 23,652,247 See accompanying independent auditor's report.
21 Step Up On Second Street, Inc.

Consolidating Statements of Activities
For the Year Ended June 30, 2018
Step Up On
Second
Street, Inc*
Step Up on
Second
Daniels
Village, LLC
The Tammy
Apartments,
LLC
Step Up On
26th Street
Step Up On
Vine Cafe
Eliminating
Entries Total
Public support and revenue
Contracts and grants $ 15,505,697 $ - $ 65,000 $ - $ - $ - $ - $ - $ 15,570,697 Debt forgiveness - - - 685,000 2,240,000 - - - 2,925,000 Contributions 1,547,307 ------- 1,547,307
Rental income - 371,197 21,880 119,671 355,325 113,695 - (50,000) 931,768Housing grant ----- 835,802 - - 835,802 Miscellaneous 101,115 360 109 4,540 - (1,201) 36,324 - 141,247Equity in income of consolidated subsidiaries 3,443,835 ------ (3,443,835) -Management fees 84,438 ------ (51,438) 33,000 Insurance recovery - - - - 999 - - - 999
Interest income 3,812 1,126 27 - 169 - - - 5,134Equity in losses of unconsolidated limitedpartnerships (97) - - - - - - - (97) Total public support and
revenue 20,686,107 372,683 87,016 809,211 2,596,493 948,296 36,324 (3,545,273) 21,990,857 Operating expenses
Personnel expenses 11,656,040 66,778 12,671 12,332 20,937 18,985 - - 11,787,743Other functional expenses 5,675,856 407,939 154,595 77,479 404,558 229,914 - (101,438) 6,848,903 Total operating expenses 17,331,896 474,717 167,266 89,811 425,495 248,899 - 101,438 18,636,646 Changes in net assets 3,354,211 (102,034) (80,250) 719,400 2,170,998 699,397 36,324 (3,443,835) 3,354,211Net assets, beginning of year 13,622,218 3,018,902 1,433,685 214,133 598,356 4,403,226 (36,324) (9,631,978) 13,622,218Net assets, end of year $ 16,976,429 $ 2,916,868 $ 1,353,435 $ 933,533 $ 2,769,354 $ 5,102,623 $- $(13,075,813) $ 16,976,429*The balances of Step Up On Second Street, Inc. include the activities of Michael's Village.

See accompanying independent auditor's report.
22 SINGLE AUDIT REPORTS AND SCHEDULES

INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL

REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF

FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT

AUDITING STANDARDS
Board of Directors
Step Up On Second Street, Inc.

Santa Monica City CouncilJanuary 11, 2022

Santa Monica City Council
January 11, 2022