MINUTES OF THE SPECIAL MEETING OF THE IRVINE COMMUNITY LAND TRUST SEPTEMBER 23, 2013

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5 MINUTES OF THE SPECIAL MEETING OF THE IRVINE COMMUNITY LAND TRUST SEPTEMBER 23, 2013 CALL TO ORDER: The Special Meeting of the Irvine Community Land Trust was called to order by President Christina Shea at 4:32 p.m., September 23, 2013, at the Central Park West Community Room, 20 Gramercy, Irvine CA, ROLL CALL: Present: President: Christina Shea Secretary/Treasurer: Nancy Donnelly Board Member: Scott Darrell via telephone Board Member: Mary Ann Gaido Board Member: Joyce Monaco Board Member: Patrick Strader Absent: Board Member: Vacant Also present were: Mark Asturias, Executive Director; Bill Ihrke, Legal Counsel; Adam Eliason, CivicStone; Kim Radding, Recording Secretary. ADDITIONS OR DELETIONS TO THE AGENDA: An errata sheet was distributed to all Board Members present providing replacement documents for Agenda Item 2, Attachment 1: Proposed Amendments to Ground Lease, and replacement of pages 1-3 of Agenda Item 2, Attachment 2: Second Amendment to the Affordable Housing and Grant Agreement. INTRODUCTIONS: None EXECUTIVE DIRECTOR S REPORT: Executive Director Mark Asturias reported that a new Policy Action Committee (PAC) has been established by the National Community Land Trust Network. The PAC will provide information to the Land Trust regarding federal policies and programs, advocacy campaigns and initiatives,

6 Irvine Community Land Trust Meeting Minutes September 23, 2013 and other opportunities that may advance the interests of the Land Trust. Executive Director Mark Asturias stated that he will be participating in an upcoming webinar and invited Board Members to participate in this and future events. At 4:35 p.m. Board Member Joyce Monaco arrived. PUBLIC COMMENTS: None At 4:38 p.m. Board Member Patrick Strader arrived. BOARD BUSINESS 1. APPROVAL OF MINUTES MOTION: It was moved by Board Member Mary Ann Gaido, seconded by Board Member Patrick Strader and approved by unanimous vote to approve the Minutes of the Regular Meeting of the Irvine Community Land Trust held on July 17, AMCAL MULTI-HOUSING ALEGRE APARTMENTS PROJECT AMENITIES AND SECOND AMENDMENT TO AFFORDABLE HOUSING AND DEVELOPMENT AGREEMENT The report was presented by Executive Director Mark Asturias, Mario Turner, Vice President of Development, AMCAL Multi-Housing, Inc., Kyle Arndt, Bocarsly Emden Cowan Esmail & Arndt, LLP representing AMCAL Multi-Housing, Inc. and Vince Weik, Director of Pre-Construction, AMCAL Multi-Housing, Inc. MOTION: It was moved by President Shea, seconded by Board Member Patrick Strader and approved by unanimous vote to accept staff recommendations for the budget assignment of the remaining Alegre Apartment project funding and to approve Amendment 2 to Affordable Housing and Development Agreement. The available project funds are to provide for the acquisition of fitness equipment and the installation of one electric vehicle charging station that will provide service to two parking spaces, as well as the trenching, conduit and stub-out of an additional separately-funded charging station that can be installed in the future should it be determined that a second charging station is beneficial. Any balance of funds remaining shall be allocated toward contingency for the Alegre Apartment project budget. 2

7 Irvine Community Land Trust Meeting Minutes September 23, PROPOSED BOOKKEEPING SERVICES The report was presented by Executive Director Mark Asturias. ACTION: Received and filed. 4. AUTHORIZE PRESIDENT, SECRETARY AND/OR EXECUTIVE DIRECTOR TO APPLY FOR GRANTS, ACQUIRE, LEASE AND DISPOSE OF PROPERTY The report was presented by Executive Director Mark Asturias. MOTION: It was moved by President Christina Shea, seconded by Board Member Mary Ann Gaido and approved by unanimous vote to approve Resolution authorizing President, Secretary and/or Executive Director to apply for grants, acquire, lease and dispose of property, with additional language to be added into the Resolution to reflect that such authorization shall be limited to programs previously approved by the Land Trust Board of Directors. 5. LAND TRUST ADVOCACY Executive Director Mark Asturias presented the report. MOTION: It was moved by Board Member Joyce Monaco, seconded by Board Member Nancy Donnelly and approved by unanimous vote to authorize the Chair and Executive Director to prepare and sign letters of support or opposition on matters affecting the Land Trust s mission. The Board will be advised prior to the execution and mailing of letters. President Christina Shea convened to Executive Session at 5:42 p.m. EXECUTIVE SESSION Conference with Legal Counsel Pending Litigation (Government Code Section (d)(1)). Name of Case: Irvine Community Land Trust et al v. Matosantos et al. (Sacramento County Superior Court Case No ). Conference with real property negotiators pursuant to Government Code Section (Property: Harvard, Irvine; Land Trust Negotiator: Adam Eliason; Negotiating Parties: Irvine Community Land Trust and AbilityFirst; Under Negotiation: Price and Terms of Payment) President Christina Shea reconvened the regular meeting of the Irvine Community Land Trust at 5:45 p.m. 3

8 Irvine Community Land Trust Meeting Minutes September 23, 2013 BOARD COMMENTS Board Members discussed the remaining 2013 meeting schedule. ADJOURNMENT ACTION: President Christina Shea adjourned the meeting at 5:50 p.m. NEXT MEETING The next meeting of the Irvine Community Land Trust shall be convened on an as needed basis. SECRETARY 4

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14 REQUEST FOR IRVINE COMMUNITY LAND TRUST BOARD ACTION LAND TRUST BOARD MEETING DATE: FEBRUARY 3, 2014 TITLE: Mid-Year Budget Review Executive Director RECOMMENDED ACTIONS: 1. Receive and file Mid-Year Budget Report 2. Approve Mid-Year Budget Adjustments BACKGROUND: The Fiscal Year budget was adopted by the Board on April 24, The mid-year budget revenue details actual revenues through December 2013 and projected revenues through the balance of the year (Attachment 1). Overall, budgeted revenues will be achieved. The beginning fund balance, now approximately $8.73 million, includes revenues received through December 13, Fiscal year revenues from Community Development Block Grant and HOME Investment Partnership funding that were estimated at $1.15 million were actually over $1.25 million increasing estimated revenues by approximately $100,000. As of the end of December 2013, overall expenditures are approximately 39 percent of the total budget. Administrative expenditures, at mid-year are approximately 35 percent of estimated costs. Contract service expenses are at 42 percent and property management expenses are at 11 percent of budgeted amounts. The majority of expenditures have been project development costs associated with the AMCAL (Alegre) and Jamboree (Doria) projects that together received over $1.26 million in funding per the terms of development agreements. Assets and liabilities of the Land Trust have improved due to revenues exceeding projections. Current cash on hand is approximately $7.3 million versus $4.2 million that was available on March Additionally, Land Trust project expenditures are loans to the Alegre and Doria projects, which will provide a long-term revenue stream returning $1.26 million with interest in funds for future development activities. Staff will present a detailed review of the budget. Additionally, staff will propose adjustments to the budget in three categories to account for variances in line item expenditures. These include general operational costs, contract services and operational costs for acquired properties. Staff anticipates that budget adjustments will be expenditure neutral due to an offset of encumbered funds that will not be expended.

15 Fiscal Year Budget Mid-Year Review February 3, 2014 Page 2 ATTACHMENTS: Attachment 1: Fiscal Year Revenues Attachment 2: Fiscal Year Expenditures Attachment 3: Statement of Assets and Liabilities as of December 31, 2013

16 IRVINE COMMUNITY LAND TRUST ADOPTED REVENUE BUDGET For FISCAL YEAR JULY 2013 through JUNE 2014 Adopted Budget Fund Balance Adjusted Budget Fund Balance BEGINNING OF YEAR FUND BALANCE** $ 8,722,740 $ 8,729,291 Adopted Budget Revenues Revenues through December Estimated Revenues Jan through June Estimated Year End Revenue Subtotals Percent of total PROGRAM REVENUES: Operating grants and contributions from Irvine Redevelopment Agency (Note 1) $ - $ - $ - $ - from City of Irvine In-Lieu Fee Funds (Note 2) $ - $ - $ - $ - Interest $ 58,924 $ 18,557 $ 18,000 $ 36,557 62% Rent (eight rental units) (Note 3) $ 91,644 $ 47,805 $ 43,839 $ 91, Lease payment (80 Clearbrook) (Note 4) $ 600 $ 300 $ 300 $ Federal Grants (CDBG/HOME) (Note 5) $ 1,145,545 $ 1,242,103 $ - $ 1,242, % TOTAL REVENUES $ 1,296,713 $ 1,308,765 $ 62,139 $ 1,370, % TOTAL FUNDS AVAILABLE $ 10,038,056 **Beginning Year Fund Balance was adjusted by $6,551. Note 1: Irvine Redevelopment Agency Grant Agreement funds were WITHHELD by State Department of Finance. Note 2: City of Irvine may transfer future funds to Land Trust. None transferred for Fiscal Year Note 3: All units are current on rent payments Note 4: Lease payments from Lessee are current Note 5: Land Trust received additional CDBG and HOME funds for Alegre Project. Remaining funds ($12,500) will be received in fiscal year

17 Beginning Year Adopted Budget EXPENDITURES/EXPENSES: Administration Costs: Salaries/Services provided by the City of Irvine 208,239 Duplicating/Copying 2,000 Office Supplies 1,500 Postage 250 Advertising and Publishing 6,000 Internet/Webpage management 2,000 Local Travel 2,000 Business Expenses (Out-of-State Travel) 7,500 Subtotal 229,489 Contract Services Rutan (Legal Services) 100,000 CivicStone (Real Estate Services) 50,000 LSA Accounting Firm* 4,000 Alliant Insurance (Corporate/Director's Coverage) 2,000 Equity Title 1,500 Appraisal Firm 5,000 Architectural Firm 5,000 Rosenow Spevacek Group (Financial Services) 70,000 Development Review Services 5,000 Escrow Services 3,000 Proactive Realty Investments (Property Manager) 7,800 Engineering Services 5,000 Property Maintenance/Rehabilitation 3,000 Subtotal 261,300 Budget Adjustments Adopted Budget with Adjustments July August September October November December Total Expenses to Date Percent as of Dec $ $ 208,239 $ 9,137 $ 19,429 $ 11,937 $ 12,896 $ 12,237 $ 13,470 $ 79,107 38% $ $ 2,000 $ - $ - $ - $ - $ - $ - $ - $ $ 1,500 $ - $ - $ 6 $ 137 $ 12 $ 8 $ % $ $ 250 $ - $ - $ - $ - $ - $ 28 $ 28 11% $ $ 6,000 $ - $ - $ - $ - $ - $ - $ - $ $ 2,000 $ - $ - $ - $ - $ - $ - $ - $ $ 2,000 $ 14 $ - $ - $ 317 $ 16 $ 6 $ % $ $ 7,500 $ - $ - $ - $ - $ - $ - $ - $ $ 229,489 $ 9,151 $ 19,429 $ 11,943 $ 13,350 $ 12,265 $ 13,512 $ 79,651 35% $ $ 100,000 $ - $ 20,109 $ 16,429 $ 490 $ 17,532 $ 30,409 $ 84,968 85% $ $ 50,000 $ - $ - $ 3,691 $ 1,533 $ 2,324 $ 1,526 $ 9,074 18% $ $ 4,000 $ - $ - $ 65 $ 3,379 $ 10 $ - $ 3,454 86% $ $ 2,000 $ - $ - $ 2,166 $ - $ - $ - $ 2, % $ $ 1,500 $ - $ - $ - $ - $ 38 $ - $ 38 3% $ $ 5,000 $ - $ - $ - $ - $ - $ - $ - $ $ 5,000 $ - $ - $ - $ - $ - $ - $ - $ $ 70,000 $ - $ 1,400 $ 1,850 $ 2,700 $ - $ - $ 5,950 9% $ $ 5,000 $ - $ - $ - $ - $ - $ - $ - $ $ 3,000 $ - $ - $ - $ - $ - $ - $ - $ $ 7,800 $ 616 $ 616 $ 616 $ 616 $ 616 $ 652 $ 3,732 48% $ $ 5,000 $ - $ - $ - $ - $ - $ - $ - $ $ 3,000 $ - $ - $ - $ - $ - $ - $ - $ $ 261,300 $ 616 $ 22,125 $ 24,817 $ 8,718 $ 20,520 $ 32,587 $ 109,382 42% Cypress Village Affordable Housing Site Costs Development Costs (Note 1) $ 1,254,603 $ 1,254,603 $ - $ - $ - $ - $ 1,242,103 $ - $ 1,242,103 99% Subtotal $ 1,254,603 $ 1,254,603 $ - $ - $ - $ - $ 1,242,103 $ - $ 1,242,103 99% Stonegate Doria Affordable Housing Site Costs Development Costs (Note 2) $ 6,891 $ 6,891 $ - $ - $ - $ - $ - $ 6,891 $ 6, $ - $ - $ - $ - $ - $ - Subtotal $ 6,891 $ 6,891 $ - $ - $ - $ - $ - $ 6,891 $ 6, Operation costs of Acquired Property Utilities $ 3,500 $ 3,500 $ 191 $ 193 $ 308 $ 216 $ 204 $ 721 $ 1,834 52% Home Owner Association Dues $ 28,572 $ 28,572 $ 2,946 $ 2,362 $ 2,082 $ 2,734 $ 1,769 $ 3,015 $ 14,908 52% Taxes - Eight Units and Alegre Site (Note 3) $ 115,975 $ 115,975 $ - $ - $ - $ 1,534 $ - $ 1,534 1% Insurance $ 4,000 $ 4,000 $ - Maintenance $ 16,000 $ 16,000 $ - $ 175 $ 450 $ - $ - $ 625 4% Subtotal $ 168,047 $ 168,047 $ 3,137 $ 2,730 $ 2,840 $ 4,484 $ 1,973 $ 3,736 $ 18,901 11% Reserved Funds HELP Loan $ 1,822,500 $ 1,822,500 $ - $ - $ - $ - $ - $ - $ - Subtotal $ 1,822,500 $ 1,822,500 $ - $ - $ - $ - $ - $ - $ - TOTAL EXPENDITURES/EXPENSES $ 3,742,830 $ 3,742,830 $ 12,905 $ 44,284 $ 39,599 $ 26,552 $ 1,276,862 $ 56,726 $ 1,456,928 39% * LSA Costs include filing fees for tax returns separately identified Note 1: AMCAL Agreement obligates $1,254,603 from Land Trust, which majority of funds will be expended during construction in Fiscal Year Of the $1.2 million $837,673 is CDBG and $416,930 is HOME. Per Fed regulation, $12,500 will be expended next fiscal year. Note 2: Remaining $6,891 loan funds expended at end of construction (December 2013). Note 3: Tax Assessor confirmed property taxes will be abated for six units during current Fiscal Year. AMCAL will pay property taxes on for Alegre project during construction. Land Trust will pay prorata for one month ownership.

18 Irvine Community Land Trust Land Trust Statement of Assets and Liabilities December 31, 2013 Assets: 1. Cash A $7,334, Deposit with management company B $16, Eight rental units C valued at $2,693, One lease fee valued at $68, Partnership interest in Doria Affordable Rental Housing Project: a. Doria Phase 1 Development Loan D $1,602,505 at 3 percent simple interest payable over 55 years b. Doria Phase 2 Development Loans $1,600,000 at 1 percent simple payable over 55 years 6. Affordable Housing and Grant Agreement E $725,832,316 estimated remaining value 7. Cypress Village Affordable Housing Site: 3.36 acres F $8,350,000 appraised value 8. AMCAL Development Agreement Ground Lease (Future Revenue) 9. AMCAL Development Agreement Loan from CDBG and HOME funds $500,000 rent payment plus $10,000 in annual base rent and up to an additional $20,000 in bonus rent $1,254,603 at 3 percent simple interest payable over 59 years Liabilities: 1. State of California HELP Loan $1,825,000 (includes principal and interest through end of loan term 2017) 2. Security deposit for rentals G $7,637 Footnotes: A. All excess cash is invested with City of Irvine in interest bearing accounts. This excludes the cash committed to and expended for the AMCAL Alegre project of $1,254,603. B. Cash held for security deposits and operations of eight rental units. C. Capital assets are recorded at historical cost; donated capital assets are recorded at estimated fair market value at the date of donation. D. Doria Phase 1 loan payment begins January Estimated first payment of $50,000. E. Affordable Housing and Grant Agreement asset value determinant on actions by California Department of Finance and potential litigation. F. Capital assets are recorded at historical cost; donated capital assets are recorded at estimated fair market value at the date of donation. G. Security deposits owed to renters upon termination of lease.