SPECIAL MEETING OF THE BOARDS OF COMMISSIONERS OF THE HOUSING AUTHORITIES OF THE CITY AND COUNTY OF FRESNO

Transcription

1 AGENDA SPECIAL MEETING OF THE BOARDS OF COMMISSIONERS OF THE HOUSING AUTHORITIES OF THE CITY AND COUNTY OF FRESNO 5:00 P.M. ON DECEMBER 8, Fulton Mall, Fresno, CA Interested parties wishing to address the Boards of Commissioners regarding this meeting's Agenda Items, and/or regarding topics not on the agenda but within the subject matter jurisdiction of the Boards of Commissioners, are asked to complete a "Request to Speak" card which may be obtained from the Board Secretary (Tiffany Mangum) at 4:50 p.m. You will be called to speak under Agenda Item 3, Unscheduled Oral Communications. The meeting room is accessible to the physically disabled, and the services of a translator can be made available. Requests for additional accommodations for the disabled, signers, assistive listening devices, or translators should be made at least one (l) full business day prior to the meeting. Please call the Board Secretary at (559) , TTY :00P.M. PAGE NO. 1. CALL TO ORDER AND ROLL CALL 2. APPROVAL OF AGENDA AS POSTED 3. UNSCHEDULED ORAL COMMUNICATIONS At this time, all comments will be accepted from the public regarding a) any agenda item(s) under consideration at this meeting and/or b) any topics not scheduled on the agenda, but within the subject matter jurisdiction of the Boards of Commissioners. At the start of your presentation, please state your name, address and which agenda item(s) you will be addressing and/or topic you wish to speak on that is not on the agenda. Presentations are limited to a total of five (5) minutes per speaker INFORMATIONAL a. Tuition Reimbursement Policy Discussion b. Budget Development Update c. Update on Fiscal Commitments to Homeless Programs d. Overview of Renaissance at Alta Monte Development e. Overview of Renaissance at Santa Clara Development CONSENT AGENDA a. Omnibus Financial Closing Resolution - Renaissance at Alta Monte

2 Page 2 b. Award of General Contracting Services - Renaissance at Alta Monte c. Omnibus Financial Closing Resolution - Renaissance at Santa Clara d. Award of Architectural Services - Renaissance at Santa Clara e. Award of General Contracting Services - Renaissance at Santa Clara EXECUTIVE SESSION The Boards will recess to the Caucus Room for Executive Session to discuss the following: 7. ADJOURNMENT Pursuant to Government Code 54957(b), there is a need to discuss the appointment, employment, evaluation of performance, discipline, and/or termination process of a public employee. Pursuant to Government Code , there is a needfor this legislative body to discuss real estate negotiations.

3 To: From: Subject: The Boards of Commissioners of the Fresno Housing Authority Preston PrinP _0,(, CEOlExecu~~~t;;l;r " Tuition Reimbursement Date: December 2,2011 Board Meeting: December 8, 2011 Agenda Item: 4a During the November 15,2011 Board Meeting, the Boards requested Staff to present the Tuition Reimbursement policy for discussion. To assist in the facilitation of the discussion, Staffhas included the following information: Fresno Housing Authorities' Tuition Reimbursement Policy Highlights of our Agency policy Draft recommendations from a Board member Draft presentation outlining possible recommendations stemming from Board and Staff feedback. Following discussion, Staffplans to return with recommendations for action at the December 21, 2011 Board Meeting. Prior to that Board Meeting, Staff plans to conduct employee focus groups to gather additional feedback as well as meet with our labor partners to discuss the anticipated recommendations. Additionally, the Boards had asked Staff to research other Public Housing Authorities and determine some of those that offer a similar benefit. The following housing authorities also offer tuition assistance programs: -3-

4 The following are aspects of other public housing authorities' policies: Enrollment is completed on an annual basis and must complete an interview panel process before being accepted. o Renewals must submit essay each year to continue acceptance Employees must complete probationary period. Employees must maintain performance expectations throughout entire degree program. No more than 2 college courses will be approved each semester or quarter. Limiting number of degrees (Le. employee receives reimbursement for first bachelors but not second). Tuition reimbursed at 100% with books and fees reimbursed at 50%. Grades must be C or better for undergraduate and B or better for graduate. Limits the number of units taken each year to 18 and has a reimbursement scale based on grade received (Le. A-I 00% reimbursement, B - 75% reimbursement, C - 50% reimbursement, 0% reimbursement for anything less than a C). Reimbursement amounts are given based on degree level (Le. certification - $3,000 max, undergraduate - $5,250, graduate - $10,000) Only reimburse for regionally accredited colleges and universities; nationally accredited would be ineligible -4-

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6 I 0') I - Tuition Reimbursement Policy Overview o Policy Highlights a Purpose Fresno Housing Authority supports an employee's desire for continuing education that can assist an employee in the performance of his/her job or provide him/her with tools needed for advancement. a Eligibility to Participate Participation limited to availability of financial resources. Employee must be attending an accredited college or university. Employee must receive approval to take course prior to starting. Employee's degree must be directly related to the work of the Agency. Employee must be full-time and regular, conditional limited-term or at-will. If transferring to another university/college, employee must receive prior approval before being "eligible for reimbursement.. a Payment Eligibility Must obtain passing grade in Pass/Fail system or grade of "e" or better in the letter grading system.. Must submit proof of payment with grades within 30 days after completion of course. a Approved Degree Program Fresno Housing Authority determines, in its sole discretion, whether the degree or individual course is Agency-related.

7 - I -...J I Possible Recommendations from Board and Staff Members o Change to Annual Cost Maximum Per Person [I Reduce to $5,250 (IRS tax free max) - must meet and confer [I Reduce reimbursement to 750/0 up to a maximum of $7,500 per calendar year - must meet and confer [I Place reimbursement scale based on grade received (i.e. A /0 reimbursement, B - 750/0 reimbursement, C - 50% reimbursement, 00/0 reimbursement for anything less than a C). o Add Commitment Component to Policy o o o [I Waiting period prior to enrollment - must meet and confer [I Commitment to stay after completion - must meet and confer Change Scope of Degree Programs [I Identify acceptable degree programs based on FSU available degrees and include separate lists for undergraduate and graduate degree programs Change in Acceptable Grades [I Change to B or better - must meet and confer Indentify whether current enrollees not meeting above eligibility requirements will be grandfathered

8 APPROVED ROCEDURES pq Complete Revision ( ) Partial Revision ( )New 2/2.../10 Date l/ziiio 5:7 Tuition Reimbursement Program Purpose. To provide a policy and procedure for refunding reimbursing tuition costs to eligible HACCF employees who successfully complete approved courses of instruction.. Objective. To provide the tools and resources required for staff to perform at the highest level possible, improve our succession planning, increasingly promote from within, and enhance service to the citizens of the City and County of Fresno by providing encouragement and financial assistance to employees who successfully complete courses of instruction, which may improve their effectiveness in their current positions, or which may enable them to attain promotional advancement within their present career field, or other careers servicing the people of the City and Country of Fresno. * This policy is intended to replace any previous Tuition Reimbursement Program Policy in effect. Policy. HACCF supports an employee's desire for continuing education, hislher attendance at seminars, short courses and degree programs, when the completion of the educational process can be expected to help an employee in the performance ofhislher job or provide himlher with tools needed for the advancement to higher classifications within HACCF. Maximum Reimbursement. Tuition reimbursement will be processed on a semester-to-semester or course-by-course basis. Reimbursement shall not exceed $10,000 per calendar year per eligible employee and will be distributed to those individuals who receive a passing grade in the PassIFail system or grade of "C" or better in the Letter Grading system. HACCF ruso reimburses for additional expenses directly related to taking approved courses, such as books and required fees. These additional expenses must be listed on the Tuition Reimbursement Request FOIm, which can be found in the HACCF Employee Handbook and on the Intranet. HACCF does not reimburse for parking.. Employee Eligibility. Participation in the Tuition Reimbursement Program is available to fulltime regular employees, full-time and conditional limited term, and at-will employees of HACCF. -8-

9 Continued availability of tuition reimbursement is contingent upon continued full time employment of each eligible employee. Participation eligibility., Participation in the Tuition Reimbursement Program is limited to the availability of financial resources of HACCF. Course and/or Program Eligibility. Individual courses directly related to the work of HACCF are eligible for reimbursement. Courses taken as a required part of a certificate or degree (Associate'S, Bachelor'S, Master's, Doctorate or Juris Doctorate) program are eligible for reimbursement if the degree is directly related to the work ofhaccf. lfthe course is required as part of the degree program but not directly related to the work of HACCF (for example, physical education), the course is eligible for reimbursement. HACCF will determine, in its sole discretion, whether the degree or individual course is HACCF -related. Work Schedule Limitations. Unless specific approval of an employee's Director or direct Supervisor is obtained in advance, an employee may not take a course during scheduled working hours. When an educational program requires being away from one's job during normal work hours, the employee and hislher Director or direct Supervisor must make necessary arrangements to assure that expectations for ongoing work assignments are met. No legal or contractual obligations for overtime premium can be incurred as a result of an employee taking a course that will be reimbursed under this Policy during hislher scheduled work hours. Tax Considerations. As of the date of this policy statement, employer-provided educational assistance of an amount up to $5, per year is considered a tax-free benefit by the I.R.S. and applies to graduate and undergraduate level courses only. Educational assistance in excess of$5, per year must be reported on the employee's Form W-2 as taxable income. In providing this information, HACCF is not offering tax advice. Employees having questions concerning tax implications of tuition reimbursement benefits are urged to contact the Internal Revenue Service or other experts in tax law. Procedures. Applicationfor Pre-Approval of Tuition Reimbursement. HACCF employees must obtain pre-approval for tuition reimbursement under this Policy. To do so, he/she must complete and return to hislher Director or direct Supervisor a Request for Tuition Reimbursement form, which can be found in the Employee Handbook andlor on the Intranet. The employee must retain the original form after approval and a copy will be kept in hislher personnel file. Application for Reimbursement upon Completion of Course or Semester. Upon completion of the pre-approved course(s), the employee must return the approved original Request for Tuition Reimbursement form to hislher Director or Direct Supervisor, along with an official transcript of grades and proof of payment. -9-

10 In order to be eligible for reimbursement, the Request for Tuition Reimbursement fonn must be submitted no later than 30 business days after successful completion of the course(s). Proof ofpayment(s) can be established y either a bursar's receipt or a copy of cancelled check (front and back.) Withdrawals and Cancellations. If the HACCF employee withdraws, cancels, drops, or substitutes the approved course(s), he/she must advise hislher Director or direct Supervisor in writing of the status of enrollment for approved course(s) within 15 days of the enrollment change. All substitutions and changes must be submitted on a Course Substitution Request fonn and pre-approved by the employee's Director or direct Supervisor. Requests for substitutions after the completion of a course will not be approved. Exceptions. Any exception to this policy requires the approval of the Executive Director andlor the Chief Operations Officer. -10-

11 REQUEST FOR TUITION REIMBURSEMENT HOUSING AUTHORITIES OF THE CITY AND COUNTY OF FRESNO Submit form to Department Director of direct Supervisor at least 2 weeks prior to registration for course or degree program for approval. The form is then sent to COO for the final pre-approval and reimbursement decision. PLEASE PRINT CLEARLY OR TYPE NAME: EMPLOYEE 10#: SCHOOL: SCHOOL ADDRESS: Start: / / Finish: / / Summer 0 Fall D Spring D MoIDayNear MolDayNear Check as appropriate and state your major: A. Associates Degree: COURSE NO. COURSE TITLE NO. OF CREDITS B. Bachelors Degree: C. MasterslPHD: D. Doctorate Degree: E. Certificate Program: F. Other: IMPORTANT: PAYMENTIS The above courses are: SUBJECf TO AVAILABLE FUNDS. Be sure to show the cost of EACH 0 Graduate Courses 0 Undergraduate Courses 0 Other CREDIT as well as the total cost of all credits in applicable spaces below. Failure to comply will result in rejection. Reimbursement is for TUITION ONLY. Anticipated Date of PrograrnlDegree Completion: / / MolDayNear Cost per credit $ x Total # of Credits = Credit Cost $ Cost of Non-Credit Course $ LESS - Financial Aid Received from Other Sources - $ OTHER (books/fees must present receipts) TOTAL $ Describe briefly how the coursejs will relate to your professional development objectives and! or the objectives of HACCF. APPLICANT'S CERTIFICATION: I certify that I am familiar with the Policy and Procedures ofhaccf for tuition reimbursement and will comply with them. I will notify the Department Director or direct Supervisor if a course is failed or dropped. Signed (Applicant):, Date:, DEPARTMENT APPROVAL OF COURSES COOAPPROVAL=- ~ AMT APPROVED TO BE REIMBURSED: $ DATE: DATE: THIS SECTION TO BE SIGNED UPON EMPLOYEE'S COMPLETION OF THE SELECTED COURSES DEPARTMENT APPROVAL OF COURSES DATE: COO APPROVAL DATE: AMT OF ACTUAL REIMBURSEMENT UPON SUCCESSFUL COMPLETION OF THE COURSE(S): $ -11-

12 COURSE SUBSTITUTION REQUEST FORM HOUSING AUTHORITIES OF THE CITY AND COUNTY OF FRESNO Submit form to Department Director of direct Supervisor at least 2 weeks prior to registration for course or degree program for approval. The form is then sent to COO for the final pre-approval and reimbursement decision. PLEASE PRlNT CLEARLY OR TYPE NAME: EMPLOYEE ID#: SCHOOL: SCHOOL ADDRESS: Start: / / Finish: / / Summer 0 Fall 0 Spring 0 MolDay/Year MolDaylYear Check as appropriate and state your major: A. Associates Degree: COURSE DROPPED COURSE TITLE NO. OF CREDITS B. Bachelors Degree: C. MasterslPHD: D. Doctorate Degree: COURSE ADDED COURSE TITLE NO. OF CREDITS E. Certificate Program: F. Other: IMPORTANT: PAYMENTIS The above courses are: SUBJECf TO AVAILABLE FUNDS. Be sure to show the cost of EACH 0 Graduate Courses 0 Undergraduate Courses 0 Other CREDIT as well as the total cost of all credits in applicable spaces below. Failure to comply will result in rejection. Reimbursement is for TUITION ONLY. Anticipated Date of ProgramlDegree Completion: / / MolDaylYear Cost~er credit $ x Total # of Credits = Credit Cost $ Cost of Non-Credit Course $ LESS - Financial Aid Received from Other SoulCes - $ OTHER (books/fees must present receipts) TOTAL $ DeSCribe briefly how the course/s will relate to your professional development objectives and! or the objectives of HACCF. APPLICANT'S CERTIFICATION: I certify that I am familiar with the Policy and Procedures ofhaccf for tuition reimbursement and will comply with them. I will notify the Department Director or direct Supervisor if a course is failed or dropped. Signed (Applicant): Date: DEPARTMENT APPROVAL OF COURSES COO APPROVAL AMTAPPROVED=F-O~R~RE~IM-B~UR~S~E~ME-=N~T~:~$ DATE: DATE: THIS SECTION TO BE SIGNED UPON EMPLOYEE'S COMPLETION OF THE SELECTED COURSES DEPARTMENT APPROVAL OF COURSES DATE: COO APPROVAL DATE: AMT OF ACTUAL REIMBURSEMENT UPON SUCCESSFUL COMPLETION OF THE COURSE(S): $

13 Memorandum To: The Board of Commissioners of the Fresno Housing Authority From: Cary Catalano Commissioner, City of Fresno SUbject: Tuition Reimbursement Program At the Board of Commissioners meeting of November 16,2011, the Board had significant conversation about the Tuition Reimbursement Program. After careful review of the policy adopted by the Board of Commissioners on January 27, 2010, I would like to propose a few changes to the policy, some for greater clarity and others to introduce a reduction of the maximum yearly reimbursement with an introduction of a shared cost. Current Purpose To provide a policy and procedure for refunding reimbursing tuition costs to eligible HACCF employees who successfully complete approved courses of instruction. Proposed Purpose To provide a policy and procedure for refunding reimbursing a portion of tuition costs to eligible HACCF employees who successfully complete approved courses of instruction. Current Policy HACCF supports an employee's desire for continuing education, hislher attendance at seminars, short courses, and degree based programs, when the completion of the education process can be expected to help an employee in the performance of hislher job or provide himlher with tools needed for the advancement to higher classification within HACCF. Proposed Policy HACCF supports an employee's desire for continuing to continue hislher education.:... hislher attendance Enrollment-at in seminars, short courses and degree based programs are supported by HACCF when the completion of the education process can be expected to help an employee in the performance ofhislher current job or provide himlher with the tools needed for the advancement to higher classification within HACCF. Current Maximum Reimbursement Reimbursement shall not exceed $10,000 per calendar year per eligible employee and will be distributed to those individuals who receive a passing grade in the PasslFail system or a grade of "C" or better in the Letter Grading System. -13-

14 Proposed Maximum Reimbursement Reimbursement shall not exceed $10,000 $7,500 per calendar year per eligible employee and will be distributed to those individuals who successfully complete seminar course work, receive a passing grade in the PasslFail system or a grade of "C" or better in the Letter Grading System for short course work, or a degree based program. Current Employee Eligibility Participation in the Tuition Reimbursement Program is available to full time regular employees, full-time, and conditionally limited term, and at-will employees ofhaccf. Proposed Employee Eligibility Participation in the Tuition Reimbursement Program is available to full-time regular employees, full-time and conditionally limited term employees, and at-will employees ofhaccf. Emplovees expressing a desire to participate in this program will be responsible to pay for 25 percent of a seminar, short course work, or a degree based program. Seminars and short course work, if assigned by a supervisor and deemed necessary, will be expected from the 25 percent cost. -14-

15 To: From: Subject: The Boards of Commissioners of the Housing Authorities of the City and County of Fresno 2012 Budget Development Date: December 2,2011 Board Meeting: December 8, 2011 Agenda Item: 4b At the November 15 th Budget Workshop, discussions on the 2012 planning process concluded with a request for information pertaining to the Housing Authority reserves and additional opportunities for expenditure reductions. Staff presented a reserve analysis to the boards at the regularly scheduled board meeting on November 16 th At this time, staff has incorporated updates to the budget based on board feedback and finalization of the T-HUD appropriations bill. Attached is a draft copy of the December 8 presentation as well as some supplementary materials for review. Preston Pri-h -~ (,.0 Executive ~~- -15-

16 - -" m I Budget De ent 2012, ed no Housing Authority ecember 8, 2011 Special Meeting Housing Authorities of the CIty and County of F r e sn 0

17 - Overview D Budget Development Timeli.- D Board Guidance D Agency Roll Up I 1 D Updates to the D ExpenseOve D Options f nal Reductions

18 - Budget Development Timeline ~ Early October: Managers ~ 00 I ii Mid-October: Budget revi Management and CE ii October Board Meetin ii Mid-November: Senior.. Budget Update get Workshop o December oth o Decemb Operatin eeting: Follow Up Meeting: Adoption of 201 2

19 Guidance from Nov. 15 th Workshop l1li [l] Present information on the reserves IIJthority D Provide options for p ~ reductions co I rther expense

20 - Agency Roll Up from Nov. 15 th Worksho Core Insf P&CD Income $7.1m $O.7m $4.8m $35.3m I I'.,) C) I Net ~ o o Losses in Core and Surplus in P&C - o Strategy: M budget adjustments utilizing some reserves o Estimated rese Dec. 31 st, 2011 : y o Operating: $2.0m (Unrestricted) o HRFC: $11.4m (Cash), $9.6m (Committed for development)

21 - Updates to the Nov. 15 th Draft I I'.) --" 'd:01r,'!;~fi-i >'",~> "';f;i'::!,': F:A;a~rHi5hali(', ilm~~:t;f~t~":~ ',';;! ($829) D Clarity 0 ill D Updated D Lowered Tuit x rates the T-HUD Bill eimbursement Budget D Savings from analysis of printing costs

22 - Options to Close the Go o Utilize Reserves o Capture Additional Expense Core Inst Total I I'.) I'.) I 2011 Budget $7.6m $0.1 m $38.6m $37.1 m Change +/'" Change 0/0 o Nov bu o d $1.5m reduction in expenses from the Possible opptrtunities for further reductions C Core, P&CD C Housing Management and Assisted Housing have limited discretionary costs

23 - Expense Overview: Assisted Housing Non-Discretionary Costs Discretionary Costs 98% 2% 100% I N f 0 Non-Discretionary cos c Personnel 'I C Admin. Fees paid C Software o Discretiona c Office suppli C Overtime C Travel, training

24 -- Expense Overview: Housing Manaaement Non-Discretionary Costs D:iscretionary Costs % 98% 2% 100% I N.J:o. I o Non-Discretionar D Personnel D Admin. F D Prope o DiscretionaT~o D Office supp D Overtime D Travel, training

25 Possible Opportunities for Reductions II1II I 1'0.) C11 I :(i;r;~':t.%t.:,~c;,';;;pi't\i:~:fr f,' /':\~;(f~',.2j~o, e~s'9nq/'$ees.. ".,.,,1~4~';hQt:'~~"F.".< :>'.;< :<>Kf, :'u. f<::" i ",,?~;../ «.:j0~i{~n. ",. Sponsorships/<!ontrib 'h.:yif?,t... ::.i.;..:... ~~:'.;,::>rf".,.' ;~;.' /':l~l:.;j;,.,... J0~Qo:nUUOl~a.Ionsr:ru ;;?"". <'>...1LltVZ ~~': ;,;'.;/ >.. ; ig>k,.~.. ~.r' '.',j1r~: ';,' "'1>/~:,'''i,'. Tuition Reimbu Total $70. "$'10,0,,,' <-)' '~,<.~ {?~?~;~;~:,: ". :i>.. \:l~~.,..,,""'.,.; - \',;:-)~."~,,:t)~:~ '/"'" tt:4a., c", $1@@...,$~~~ $1,778 Il Examples of departmental costs are Training, Travel, Staff Development, Office Supplies, etc.

26 Sponsorship Details Item Amount Mayor's Learn2Earn Initiative FSS Support Economic Development Corp. Boys & Girls Club 25,000 10,000 5,000 5,000 Specific Sponsorships 45,000 General Sponsorshi Mayor's Breakfast, FCEOC, Central CA Legal Services, Community Housing Total currently in 2012 budget Total sorships in

27 Professional Fee Details Item Dept Amount Comments IT Services Consulting Consulting Items Under Contract ITS Executive Policy & Ops (in 10005) Annual IT contract with CMTi Remainder with Fern Tiger Associates Remainder of Asset Repositioning Legal Consulting Bank charges Executive P&CD Accounting Consulting Central Office Building Consulting HR Consulting Policy & Ops Consulting Executive Consulting Policy & Ops Consulting HR Administrative Contract HR Audit Fees Policy & Ops Management Fees CEC Other Budgeted Expenditures assistance Total -27-

28 To: From: The Boards of Commissioners of the Fresno Housing Auth. Preston t'rul:d~4v CEOlExecuti e Director Date: December 2, 2011 Board Meeting: December 8, 2011 Agenda items: 4c, 4d, & 4e Subject: Renaissance Developments and Fiscal Commitments Staff will be making presentations on the status of our homeless initiatives. The discussion will begin with a recap of the budget and fiscal commitments made for homeless programs and housing, followed by an overview of the specific housing projects dedicated to homeless citizens - Renaissance at Alta Monte and Renaissance at Santa Clara. -28-

29 To: The Boards of Commissioners of the Date: December 2, 2011 uthority Board Meeting: December 8, 2011 From: Agenda Item: 5a Subject: Renaissance at Alta Monte Development Resolutions On or about December 14, 2011, the Housing Authority of the City of Fresno, California (the "Authority") in its capacity as sole member and manager of Fresno Renaissance at Alta Monte, LLC, a California limited liability company, the administrative general partner (the "Administrative General Partner") of Fresno Renaissance at Alta Monte, LP, a California limited partnership (the "Partnership"), with Silvercrest, Inc. as managing general partner (the "Managing General Partner") of the Partnership, will close on the financing of the rehabilitation of a thirty (30) unit permanent supportive housing project, to be generally known as Renaissance at Alta Monte (the "Project"), located at 205 N. Blackstone Avenue in Ftesno, California. The Partnership will also admit as limited partners, PNC Real Estate Tax Credit Capital Institutional Fund 47 & 49 Limited Partnership, a Delaware limited partnership ("Investor Limited Partner"), as investor limited partner; and Columbia Housing SLP Corporation, an Oregon corporation as special limited partner (together with Investor Limited Partner, the "Limited Partners"). The Project will consist of a total of thirty (30) units, and community space. Of the units, twenty-nine (29) will be units that will benefit from project-based Section 8 vouchers and will have been developed, in part, with equity provided by the syndication of federal low income housing tax credits, and one (1) will be an unrestricted manager's unit. The Project will be located on land owned by the County of Fresno which is leased to the Authority pursuant and subject to an Amended and Restated Development Agreement and Lease Regarding Permanent Supportive Housing and Amendment to Option to Purchase dated November _16-, The Option to Purchase grants the Authority the option to purchase the property for a price of $800,000. The Project will require substantial rehabilitation of two vacant residential buildings, originally built in the 1950s, that were previously used as a temporary treatment center for persons living with mental illness. The Project entails various sources of financing available to the Partnership during the construction and permanent periods (the "Project Financing") including the following estimated amounts: -29-

30 Construction Period Financing $[2,746,629] - PNC Bank, National Association Loan (Loan 1) $[307,289] - Housing Relinquished Fund Corporation Loan (Loan 2) $1,500,000 - County of Fresno Mental Health Services Act Loan (Loan 3) $400,000 - HUD McKinney-Vento Continuum of Care Loan (Loan 4) $541,572 - Low Income Housing Tax Credit Equity $[9,267] - deferred interest from Housing Relinquished Fund Corporation Loan $26,816 - deferred interest from County of Fresno Mental Health Services Act Loan [$1,007,945] ;. costs deferred until permanent loan closing Permanent Period Financing [$307,289] - Housing Relinquished Fund Corporation Loan (Loan 2) $1,500,000 - County of Fresno Mental Health Services Act Loan (Loan 3) $400,000 - HUD McKinney-Vento Continuum of Care Loan (Loan 4) $371,000 - Federal Home Loan Bank of San Francisco Affordable Housing Program Loan (Loan 5) $[3,810,482] - Low Income Housing Tax Credit Equity $[9,267] 12,364 - deferred interest from Housing Relinquished Fund Corporation Loan $26,816 - deferred interest from County of Fresno Mental Health Services Act Loan Loan 1 Details The Partnership has the opportunity to utilize a constriction loan from PNC Bank, National Association to finance the Project~ The estimated loan amount will be $[2,746,629] 4, with a rate of interest equal to 4.75%, for a construction term of 17 months with principal and interest to be repaid upon completion of construction with a permanent loan. Loan 2 Details The Partnership has the opportunity to utilize a construction/permanent loan from the Housing Relinquished Fund Corporation to finance the Project. The estimated loan amount will be $[307,289], with a rate of interest equal to 7.0%, for a construction term of 17 months, followed by a permanent term of 55 years with principal and interest payable to the extent of available cash flow. Loan 3 Details The Partnership has the opportunity to utilize a construction/permanent loan from the California Housing Finance Agency made available by County of Fresno from Mental Health Services Act housing funds to fmance the Project. The estimated loan amount will be $1,500,000, with a rate of interest equal to 3.0%, for a construction term of 17 months, followed by a permanent term of 55 years with principal and interest payable to the extent of available cash flow. The loan will be administered by California Housing Finance Agency on behalf of the County of Fresno. Loan 4 Details The Partnership has the opportunity to utilize a construction/permanent loan from the Authority -30-

31 made available by u.s. Department of Housing and Urban Development McKinney-Vento Continuum of Care funds to finance the Project. The estimated loan amount will be $400,000, with a rate of interest equal to 0%, for a construction term of 17 months, followed by a permanent term of 55 years with principal payable to the extent of available cash flow. The McKinney-Vento funds were obligated to the Project with the execution of a project grant agreement with HUD under project number CA0275B9T dated on September 28,2010. Loan 5 Details The Partnership has the opportunity to utilize a permanent loan from the Federal Home Loan Bank of San Francisco Affordable Housing Program funds to finance the Project. The estimated loan amount will be $371,000, with a rate of interest equal to 0%, for a permanent term of 55 years with principal payable to the extent of available cash flow. These actions require that the Board of Commissioners of the Authority adopt resolutions that provide for a list of significant actions, as follows: 1. Authorize the Authority to carry out its roles as the developer and management agent of the Project, the sole member and manager of the Administrative General Partner and guarantor of obligations in connection with the Project; 2. Authorize certain officers to execute documents necessary to implement the Project Financing on behalf of the Authority, on its own behalf or in the name of the Administrative General Partner of the Partnership or the Partnership; 3. Authorize the loan by the Authority of U.S. Department of Housing and Urban Development McKinney-Vento grant funds to the Partnership and authorize the Authority to administer such funds in accordance with the loan documents executed by the Partnership and the Authority; 4. Authorize the borrowing by the Partnership of the loans comprising the Project Financing; 5. Authorize the withdrawal of the Authority as the administrative general partner and the admission into the Partnership of the Administrative General Partner and Limited Partners; 6. Authorize the Authority and/or the Partnership to execute, deliver and file all necessary documents and take all necessary actions in connection with the development of the Project; and 7. Provide for other matters related thereto. -31-

32 RECOMMENDATION: It is recommended that the Board of Commissioners of the Housing Authority of the City of Fresno, California adopt the attached resolution, drafted by our affordable housing finance counsel, Ballard Spahr LLP, and as required by our equity and lending partners, in order to finalize the closing of the Project on or about December 14,

33 BEFORE THE BOARD OF COMMISSIONERS OF THE HOUSING AUTHORITY OF THE CITY OF FRESNO, CALIFORNIA RESOLUTION No. A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS, THE ADMISSION OF CERTAIN PARTNERS TO FRESNO RENAISSANCE AT ALTA MONTE, LP ("PARTNERSHIP"), THE GRANT OF CERTAIN FUNDS TO THE HOUSING RELINQUISHED FUND CORPORATION, AND THE EXECUTION OF SUCH DOCUMENTS TO IMPLEMENT PROJECT FINANCING BY THE HOUSING AUTHORITY OF THE CITY OF FRESNO, CALIFORNIA ON ITS OWN BEHALF AND IN ITS CAPACITY AS SOLE MEMBER OF FRESNO RENAISSANCE AT ALTA MONTE, LLC, THE ADMINISTRATIVE GENERAL PARTNER OF THE PARTNERSHIP, IN CONNECTION WITH THE FINANCING, REDEVELOPMENT AND OPERATION OF THE RENAISSANCE AT ALTA MONTE PROJECT, AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, the Housing Authority of the City of Fresno, California (the "Authority") seeks to expand the development and availability of long-term housing for low income and homeless persons residing in the City of Fresno, California (the "City"); and WHEREAS, the Authority is authorized, among other things, to enter into partnership and operating agreements and to make loans to partnerships to finance, plan, undertake, construct, acquire and operate housing projects; and WHEREAS, the Authority has agreed to facilitate the rehabilitation of real property located at 205 N. Blackstone Avenue, Fresno, California and the improvements located thereon (collectively, the "Property"), for the purpose of the development of a thirty (30) unit permanent" supportive housing project to be generally known as "Renaissance at Alta Monte," comprised of twenty-nine (29) project-based voucher units and one (1) manager's unit (collectively the "Project"); and WHEREAS, the Authority filed a certificate of limited partnership with the California Secretary of State on September 23, 2009, pursuant to which Alta Monte, LP was created as a California limited partnership as amended by that certain amendment to certificate of limited partnership filed with the California Secretary of State on June 23, 2011 pursuant to which Alta Monte, LP was renamed Fresno Renaissance at Alta Monte, LP (the "Partnership"); and WHEREAS, the Authority has entered into a limited liability company agreement dated as of July 6, 2011 pursuant to which the Authority is the sole member of Fresno Renaissance at Alta Monte, LLC, a California limited liability company, and executed articles of organization on March 31, 2011 and filed such articles with the California Secretary of State on May 5, WHEREAS, Fresno Renaissance at Alta Monte, LLC, as administrative general partner (the "Administrative General Partner"); Silvercrest, Inc., as managing general partner; PNC Real Estate Tax Credit Capital Institutional Fund 47 & 49 Limited Partnership, as investor limited -33-

34 partner (the "Investor Limited Partner"); and Columbia Housing SLP Corporation, as special limited partner (collectively with the Investor Limited Partner, the "Limited Partners"), shortly will enter into an amended and restated limited partnership agreement relating to the Partnership; and WHEREAS, the Partnership will finance the cost of acquiring and rehabilitating the Project with numerous sources of funds, projected to include an estimated equity investment of [$3,980,558] from the Investor Limited Partner eligible to benefit from federal low-income housing tax credits allocated to the Project under Section 42 of the Internal Revenue Code; estimated construction loan proceeds of [$2,746,629] from PNC Bank, National Association ("PNC"); estimated construction/permanent loan proceeds of [$307,289] from the Housing Relinquished Fund Corporation ("HRFC"); estimated construction/permanent loan proceeds of $1,500,000 from the County of Fresno Mental Health Services Act ("MHSA") funds administered by the California Housing Finance Agency; estimated permanent loan proceeds of $371,000 from the Federal Home Loan Bank of San Francisco Affordable Housing Program ("FHLB AHP") funds; estimated construction/permanent loan proceeds of $400,000 from U.S. Department of Housing and Urban Development ("HUD") McKinney-Vento Continuum of Care funds administered by the Authority (collectively, the "Project Financing"); and WHEREAS, the Authority intends to function as developer and management agent of the Project, as the sole member of the Administrative General Partner and as guarantor of certain obligations connected with the Project; and WHEREAS, the Authority wishes to ratify and confirm all actions of the Authority and its officers prior to the date hereof and consistent with the terms of this resolution and to authorize such actions subsequent to the date hereof; and WHEREAS, the Authority is authorized to delegate to one or more of its agents and employees such powers as it deems proper; NOW, THEREFORE, BE IT RESOLVED: 1. Development and Management Services. The Chair of the Board, the Authority's Executive Director, or their respective designees (each, an "Authorized Officer" and, collectively, the "Authorized Officers") and each of them acting alone, are authorized and directed to enter into a Development Services Agreement and a Management Agreement with the Partnership and to execute such other documents and take such other actions as necessary to fulfill the Authority'S intended functions as developer and management agent of the Project. 2. Loan of Authority Funds. The Authorized Officers, and each of them acting alone, are authorized and directed to execute such documents and take such actions as necessary to loan the proceeds of the HUD McKinney-Vento Continuum of Care grant to the Partnership. The Authorized Officers, and each of them acting alone, on behalf of the Authority in its capacity as the sole member of the Administrative General Partner, are further authorized to take such actions and execute such documents as necessary to cause the Partnership to borrow funds from the Authority in an aggregate amount of up to $400,000. Each Authorized Officer, and each of them acting alone, is authorized to decrease the principal amount of any loan by any amount, or -34-

35 to increase the principal amount of any loan by an amount up to more than the maximum principal amount for the loan stated in this resolution. The source of funds for any such increase shall be funds available to the Authority or such other funds that may become available to the Authority for the Project. The Board directs the Executive Director to report to the Board if the total amount borrowed by the Partnership for the Project exceeds the aggregate maximum principal amount stated in this resolution for all loans to the Partnership. 3. General Partner Function. The Authorized Officers, and each of them acting alone, are authorized and directed to cause the Authority, in its capacity and as sole member of the Administrative General Partner, to cause the withdrawal of the Authority and admission of the Administrative General Partner as the administrative general partner of the Partnership. The Authorized Officers, and each of them acting alone, are further authorized and directed to cause the Authority, in its capacity as sole member of the Administrative General Partner, to take all actions and execute all documents necessary for the Administrative General Partner to carry out its function as administrative general partner of the Partnership, including without limitation by execution of the Amended and Restated Agreement of Limited Partnership and any amendment thereto in furtherance of such admissions; provided further, that in such capacity, the Authority is authorized and directed to cause the Administrative General Partner to approve the admission of the Limited Partners to the Partnership. 4. Approval of Partnership Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "Partnership Documents" (the "Partnership Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary. The Authorized Officers, and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority (acting on its own behalf or as the sole member of the Administrative General Partner), the Partnership Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority'S behalf any further changes to the draft Partnership Documents, including material changes, and such Authorized Officer's signature on the final Partnership Documents shall be construed as the Authority's approval of such changes. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority, the Administrative General Partner or the Partnership to carry out the transactions contemplated by the Partnership Documents. 5. Approval of Loan Assembly Activities. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as sole member of the Administrative General Partner to execute, deliver andlor file (or cause to be delivered andlor filed) all documents deemed necessary or appropriate to assemble the contemplated financing for the Project, including without limitation, construction, permanent and third party loan applications, tax credit applications, and any and all other documents reasonably required to (i) cause a tax credit investor limited partner to make capital contribution(s) to the Partnership, and (ii) borrow sufficient funds to support the Project. 6. Approval of HUD Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "HUD Documents" (the "HUD Documents") -35-

36 in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary. The Authorized Officers and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as sole member of the Administrative General Partner, to execute, deliver andlor filed (or cause to be delivered andlor filed) all documents deemed necessary or appropriate to obtain HUD approval of the Project, including without limitation, a declaration of restrictive covenants, in order to maintain and operate the Project as supportive housing for which the Authority will provide a subsidy funded with money received from HUD under a Supportive Housing Grant Agreement between HUD and the Authority, and Project Based Section 8 Vouchers; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft HUD Documents, including material changes, and such Authorized Officer's signature on the final HUD Documents shall be construed as the Authority's approval of such changes. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the HUD Documents. 7. Approval of PNC Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "PNC Loan Documents" (the "PNC Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a construction loan in the approximate amount of [$2,746,629] from PNC Bank, National Association. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the PNC Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority'S behalf any further changes to the draft PNC Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final PNC Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the PNC Loan Documents. 8. Annroval of HRFC Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "HRFC Loan Documents" (the "HRFC Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a construction/permanent loan in the approximate amount of [$307,289] from the Housing Relinquished Fund Corporation. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the HRFC Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft HRFC Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final HRFC Loan Documents shall be construed as the Authority'S approval of -36-

37 such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the HRFC Loan Documents. 9. Approval ofmhsa Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "MHSA Loan Documents" (the "MHSA Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a construction/permanent loan in the approximate amount of $1,500,000 from the. County of Fresno Mental Health Services Act funds administered by the California Housing Finance Agency. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the MHSA Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft MHSA Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final MHSA Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the MHSA Loan Documents. 10. Approval of FHLB AHP Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "FHLB AHP Loan Documents" (the "FHLB AHP Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a permanent loan in the approximate amount of $371,000 from the Federal Home Loan Bank of San Francisco Affordable Housing Program. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the FHLB AHP Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft FHLB AHP Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final FHLB AHP Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the FHLB AHP Loan Documents. 11. Approval of Authority Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "Authority Loan Documents" (the "Authority Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority'S Secretary, and pursuant to which the Partnership will -37-

38 borrow from the Authority a construction/permanent loan in the approximate amount of $400,000. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the Administrative General Partner, the Authority Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft Authority Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final Authority Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the Authority Loan Documents. 12. Approval of Project Lease. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "Project Lease Documents" (the "Project Lease Documents") in connection with the Authority leasing land owned by the County of Fresno, which documents are on file with the Authority's Secretary, and pursuant to which the Authority will obtain a leasehold interest in the land and an option to purchase. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the Project Lease Documents and to exercise the option to purchase and take such other actions as they deem necessary or desirable to purchase the Property for a price of $800, Assignments. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner of the Partnership to execute and deliver one or more instruments (i) assigning to the Partnership the Authority's rights under the construction contract, the architects' contracts, and other consultant and development contracts, as such rights pertain to the rehabilitation of the Project, and (ii) assigning to lenders and others the Partnership's interests in such contracts. 14. Execution of Documents. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as sole member of the Administrative General Partner, to execute, deliver and/or file (or cause to be delivered and/or filed) any affidavits, certificates, letters, government forms, documents, agreements and instruments that any such Authorized Officer determines to be necessary or desirable: (i) to give effect to this resolution; (ii) to consummate the transactions contemplated herein; and/or (iii) to further the acquisition, rehabilitation, development, financing, construction, and leasing of the Project. Without limiting the scope of such authorization, such documents include declarations of restrictive covenants, various deeds, ground leases, notes, loan agreements, deeds of trust, guaranties and indemnities and collateral assignments related to the Project Financing. Such documents may also include without limitation lease-up and marketing agreements, partnership management services agreements, development agreements, construction guaranty agreements, repayment guarantees, cash pledge agreements, environmental indemnity agreements, property management agreements, architect agreements, contractor agreements, housing assistance -38-

39 payment contracts, irrevocable consents, confessions of judgment and appointments of attorneys for service of process. 15. Expenditures. The Authority is authorized to expend such funds (and to cause the Partnership and Administrative General Partner to expend such funds) as are necessary to pay for all filing fees, application fees, registration fees and other costs relating to the actions authorized by this resolution. 16. Acting Officers Authorized. Any action required by this resolution to be taken by the Chair of the Board or Executive Director of the Authority may, in the absence of such person, be taken by the duly authorized acting Chair of the Board or acting Executive Director of the Authority, respectively or by the designee of the Chair of the Board or Executive Director. 17. Execution of Obligations. The Board directs the Authority's Executive Director to cause the Authority to fulfill the Authority's duties and obligations under the various agreements authorized. 18. Ratification and Confirmation. All actions of the Authority and its officers prior to the date hereof and consistent with the terms of this resolution are ratified and confirmed. 19. Effective Date. This resolution shall be in full force and effect from and after its adoption and approval. Passed and adopted this _ day of, 2011 by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: -39-

40 CERTIFICATE I, the undersigned, the duly appointed Executive Director and Secretary of the Housing Authority of the City of Fresno, California (the "Authority"), as keeper of the records of the Authority, CERTIFY: 1. That the attached Resolution (the "Resolution") is a true and correct copy of the resolution of the Board of Commissioners of the Authority, as adopted at a meeting of the Authority held on the _ day of, 2011, and duly recorded in the minute books of the Authority. 2. That such meeting was duly convened and held in all respects in accordance with law, and, to the extent required by law, due and proper notice of such meeting was given; that a quorum was present throughout the meeting and a majority of the members of the Board of Commissioners of the Authority present at the meeting voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this Certificate. IN WITNESS WHEREOF, I have hereunto set my hand this _ day of, HOUSING AUTHORITY OF CITY OF FRESNO, CALIFORNIA Preston Prince, Executive Director and Secretary -40-

41 EXHIBIT A PROJECT DOCUMENTS Partnership Documents (a) (b) (c) Amended and Restated Agreement of Limited Partnership of 1555 Santa Clara Street, LP by and among Silvercrest, the Administrative General Partner, and the Limited Partners, together with all exhibits; Development Services Agreement between the Authority and the Partnership; Guaranty; HUD Documents (d) (e) Declaration of Restrictive Covenants by the Authority and the Partnership in Favor of HUD; Declaration of Restrictive Covenants by the Partnership in Favor of the Authority; PNC Loan Documents (t) (g) (h) (i) Bridge Loan Note from Partnership for the benefit ofpnc Bank, National Association ("PNC"); Bridge Loan and Security Agreement by and between Partnership and PNC; Funding Agreement between Partnership, PNC and Investor Limited Partner; Agreement of Guaranty and Suretyship (Payment) by the Authority; G) Certification by and between the Authority and PNC; (k) Pledge and Security Agreement by the Partnership, Silvercrest, the Administrative General Partner in favor ofpnc; HRFC Loan Documents (1) Deed of Trust granted by the Partnership in favor ofhrfc; (m) (n) Loan Agreement between HRFC and the Partnership; Promissory Note from Partnership for the benefit ofhrfc; (0) Assignment of Leases and Rents granted by the Partnership in favor of HRFC; MHSA Loan Documents (P) (q) (r) Deed of Trust; Capitalized Operating Subsidy Reserve Agreement; Promissory Note; -41-

42 (s) (t) MHSA Regulatory Agreement; MHSA Loan Disbursement Agreement; FHLB AHP Loan Documents (u) Direct Subsidy Agreement by and between the FHLB and Partnership; Authority Loan Documents (v) (w) (x) (y) Authority Mortgage Note made by the Partnership; Authority Loan Agreement between the Partnership and the Authority; Deed of Trust, Security Agreement and Financing Statement granted by the Partnership in favor of Authority; Loan Assignment of Leases and Rents by the Partnership in favor of the Authority; Project Lease Documents (z) Amended and Restated Development Agreement and Lease Regarding Permanent Supportive Housing and Option to Purchase by and between the Authority and the County of Fresno; -42-

43 To: From: The Boards of Commissioners of the Fresno Housing Au rity - Prestonp c CEOlExecuti e Director Date: December 2, 2011 Board Meeting: December 8, 2011 Agenda Item: 5b Subject: Award of General Contractor for the Renaissance at Alta Monte project This memo is a request to enter into a General Contractor contract to perform the rehabilitation work associated with the Renaissance at Alta Monte project. As part of the Architects contract with Donabedian & Hannah Architecture, approved by the board at the July 2011 board meeting, design plans we're completed for contractors to submit bid proposals starting in September On September 12,2011, the Housing Authority of the City of Fresno (HACF) released a Request for Proposals (RFP) for General Contractor Services (GC) for the Renaissance at Alta Monte development. Proposals were solicited by advertising in the Fresno Bee on September 4 and September 11,2011 and posting on the HACF's website and the Central California Builders Exchange. A voluntary site walk was conducted on September 20 and 22, 2011, and fifteen (15) firms attended. The HACF received three (3) proposals from qualified firms by the deadline. A four-member review panel assessed and ranked the three (3) proposals. The proposals were ranked based on firm history, capability, track record and relevant experience, project team, project schedule, fee structure and economic opportunities outreach. Based on the proposals that were provided, two (2) firms were found to be in the competitive range. An interview was conducted with each firm, to allow the contractor a chance to better explain their process for arriving at the submitted bid amount. Staff then requested each firm provide a best and fmal bid amount. Based on the final bids, Ashwood Construction, Inc., was determined to be the most qualified contractor to complete the project. Following the interviews, the selection panel re-scored the interviewed firms' proposals based on both the written RFP response and the interview. Based on the final scoring, Ashwood Construction Inc., was selected due to their extensive experience in multifamily housing construction, experienced staff dedicated to the project, detailed construction management approach, and extensive familiarity with the construction scope of work. -43-

44 Contractor Proposals Contract Amount: $3,520, The base contract amount will be $3,520, In discussions with the recommend contractor, staff has been able.to value engineer some of the project scope items, in order to reduce the overall construction cost. The value of the deductive change order will total $265, Financial Impact: Base Amount Deductive CO #1 Final Contract $ $ $ 3,520, (265,575.00) 3,255, Term: The contract tenn would be approximately twelve (12) months; and will include the pre-construction, construction and post-construction phases of Renaissance at Alta Monte, anticipated to begin immediately upon execution of the contract and to reach construction completion by a tentative date of December, There are sufficient funds in the project budget to cover these costs. RECOMMENDATION: It is recommended that the Board of Commissioners of the Housing Authority of the City Fresno, acting as the sole member of Fresno Renaissance at Alta Monte LLC, which is the Administrative General Partner of the Fresno Renaissance at Alta Monte, LP, authorize the Executive Director, Preston Prince or his designee to negotiate and execute a contract and all ancillary documents for the Construction services contract for the Renaissance at Alta Monte development in an amount of $3,520,575.00; and authorize the Executive Director, Preston Prince or his designee to execqte a deductive change order in the amount of $265,575.00, to bring the final contract total to $3,255,

45 BEFORE THE BOARD OF COMMISSIONERS OFr THE HOUSING AUTHORITY OF THE CITY FRESNO RESOLUTION NOo RESOLUTION APPROVING AWARD AND EXECUTION OF CONTRACT FOR GENERAL CONTRACTOOR CONSTRUCTION SERVICES FOR RENAISSANCE AT ALTA MONTE, A PROPOSED 30-UNIT DEVELOPMENT IN FRESNO, CA WHEREAS, the Housing Authority of the City of Fresno is the developer of Renaissance at Alta Monte, a proposed 30-unit development to be located in central Fresno at 205 N. Blackstone, Fresno CA 93701; and WHEREAS, Ashwood Construction, Inc., is a responsive and responsible firm that provided qualifications and price that are the most advantageous to Renaissance at Alta Monte to provide construction through a competitive proposal process; and WHEREAS, the Housing Authority desires to enter into a contract with Ashwood Construction Inc., for construction services at said project; WHEREAS, the Housing Authority is part of a Limited Partnership that is the owner of Renaissance at Alta Monte NOW THEREFORE, BE IT RESOLVED that Preston Prince as Executive Director of the Housing Authority of the City of Fresno, or his designee, is hereby empowered and authorized to execute on behalf of the Housing Authority of the City of Fresno the aforementioned contract and supporting documents, with Ashwood Construction, Inc., for construction services for Renaissance at Alta Monte, in the amount of $3,520,576. BE IT ALSO RESOL VED that Preston Prince as Executive Director of the Housing Authority of the City of Fresno, or his designee, is hereby empowered and authorized to execute on behalf of the Housing Authority of the City of Fresno a deductive change order in the amount of $265,

46 PASSED AND ADOPTED THIS 8 st DAY OF DECEMBER, 2011, BY THE FOLLOWING VOTE: AYES: NOES: ABSTAIN: -46-

47 To: From: The Boards of Commissioners of the Fresno HOU~in uthority Preston Prin 1- I CEOlExecuti Director Date: December 2, 2011 Board Meeting: December 8, 2011 Agenda Item: 5c Subject: Renaissance at Santa Clara Development Resolutions On or about December 13, 2011, the Housing Authority of the City of Fresno, California (the "Authority") in its capacity as sole member and manager of 1555 Santa Clara Street, LLC, a California limited liability company, the administrative general partner (the "Administrative General Partner") of 1555 Santa Clara Street, LP, a California limited partnership (the "Partnership"), with Silvercrest, Inc. as managing general partner (the "Managing General Partner") of the Partnership, will close on the fmancing of the development of a seventy (70) unit permanent supportive housing project, to be generally known as Renaissance at Santa Clara (the "Project"), located at 503 G Street, 512 F Street, and 1555 Santa Clara Street in Fresno, California. The Partnership will also admit as limited partners PNC Real Estate Tax Credit Capital Institutional Fund 47 and 49 Limited Partnership, a Delaware limited partnership ("Investor Limited Partner"), as investor limited partner; and Columbia Housing SLP Corporation, an Oregon corporation as special limited partner (together with Investor Limited Partner, the "Limited Partners"). The Project will consist of a total of seventy (70) units, and community space. Of the units, sixty-nine (69) will be single room occupancy (SRO) units that will benefit from project-based Section 8 vouchers and will have been developed, in part, with equity provided by the syndication of federal low income housing tax credits, and one (1) will be an unrestricted one bedroom manager's unit. The Project will be located on land owned by the Authority. On October 5, 2011, a portion of the land, valued at $67,500, was purchased by the Managing General Partner of the Partnership from the Poverello House, a California nonprofit public benefit corporation, for a purchase price of $1.00. The purchased land was transferred to the Authority on October 13,2011. As part of the Project, the purchased land and the adjacent land that was previously owned by the Authority will be transferred to the Partnership. The Project entails various sources of financing available to the Partnership during the construction and permanent periods (the "Project Financing") including the following estimated amounts: -47-

48 Construction Period Financing $4,210,926 - PNC Bank, National Association Loan (Loan 1) $2,250,000- Housing Relinquished Fund Corporation Loan (Loan 2) $1,000,000 - County of Fresno Mental Health Services Act Loan (Loan 3) $1,500,000 - City of Fresno HOME Investment Partnership Program Loan (Loan 4) $751,021 - Low Income Housing Tax Credit Equity $86,483 - deferred interest from Housing Relinquished Fund Corporation Loan $25,459 - deferred interest from County of Fresno Mental Health Services Act Loan $38,157 - deferred interest from City of Fresno HOME Investment Partnership Program Loan $2,548,265 - costs deferred until permanent loan closing $67,499 - Poverello House discounted land sale Permanent Period Financing $1,850,000 - Housing Relinquished Fund Corporation Loan $1,000,000 - County of Fresno Mental Health Services Act Loan $1,500,000 - City of Fresno HOME Investment Partnership Program Loan $400,000 - HUD McKinney-Vento Supportive Housing Program Loan (Loan 5) $7,510,212 - Low Income Housing Tax Credit Equity $86,483 - deferred interest from Housing Relinquished Fund Corporation Loan $25,459 - deferred interest from County of Fresno Mental Health SerVices Act Loan $38,157 - deferred interest from City of Fresno HOME Investment Partnership Program Loan $67,499 - Poverello House discounted land sale Loan 1 Details The Partnership has the opportunity to utilize a construction loan from PNC Bank, National Association to finance the Project. The estimated loan amount will be $4,210,926, with a rate of interest equal to 4.75%, for a construction term of 22 months with principal and interest to be repaid upon completion of construction with a permanent loan. Loan 2 Details The Partnership has the opportunity to utilize a construction/permanent loan from the Housing Relinquished Fund Corporation to finance the Project. The estimated loan amount will be $2,250,000, with a rate of interest equal to 7.5%, for a construction term of 22 months, followed by a permanent term of 55 years with principal and interest payable to the extent of available cash flow. Loan 3 Details The Partnership has the opportunity to utilize a construction/permanent loan from the California Housing Finance Agency made available by County of Fresno from Mental Health Services Act housing funds to finance the Project. The estimated loan amount will be $1,000,000, with a rate of interest equal to 3.0%, for a construction term of 22 months, followed by a permanent term of 55 years with principal and interest payable to the extent of available cash flow. The loan will be administered by California Housing Finance Agency on behalf of the County of Fresno. Loan 4 Details The Partnership has the opportunity to utilize a construction/permanent loan from the City of -48-

49 Fresno made available by HOME Investment Partnership Program funds to finance the Project. The estimated loan amount will be $1,500,000, with a rate of interest equal to 1.0%, for a term of 55 years with principal and interest payable to the extent of available cash flow. Loan 5 Details The Partnership has the opportunity to utilize a permanent loan from the Authority made available by U.S. Department of Housing and Urban Development McKinney-Vento Supportive Housing Program funds to fmance the Project. The estimated loan amount will be $400,000, with a rate of interest equal to 0%, for a term of 55 years with principal payable to the extent of available cash flow. The McKinney-Vento funds were awarded by a HUD-letter dated April 28, 2011 under project number CA0977B9T A grant agreement is expected to be executed before construction is complete. These actions require that the Board of Commissioners of the Authority adopt resolutions that provide for a list of significant actions, as follows: 1. Authorize the Authority to carry out its roles as the developer and management agent of the Project, the sole member and manager of the Administrative General Partner and guarantor of obligations in connection with the Project; 2. Authorize certain officers to execute documents necessary to implement the Project Financing on behalf of the Authority, on its own behalf or in the name of the Administrative Generat Partner of the Partnership or the Partnership; 3. Authorize the loan by the Authority of U.S. Department of Housing and Urban Development McKinney-Vento grant funds to the Partnership and authorize the Authority to administer such funds in accordance with the loan documents executed by the Partnership and the Authority; 4. Authorize the borrowing by the Partnership of the loans comprising the Project Financing; 5. Authorize the withdrawal of the Authority as the administrative general partner and the admission into the Partnership of the Administrative General Partner and Limited Partners; 6. Authorize the Authority and/or the Partnership to execute, deliver and file all necessary documents and take all necessary actions in connection with the development of the Project; and. 7. Provide for other matters related thereto. -49-

50 RECOMMENDATION: It is recommended that the Board of Commissioners of the Housing Authority of the City of Fresno, California adopt the attached resolution, drafted by our affordable housing fmance counsel, Ballard Spahr LLP, and as required by our equity and lending partners, in order to finalize the closing of the Project on or about December 13,

51 ~~ BEFORE THE BOARD OF COMMISSIONERS OF THE HOUSING AUTHORITY OF THE CITY OF FRESNO, CALIFORNIA RESOLUTION No. A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS, THE ADMISSION OF CERTAIN PARTNERS TO 1555 SANTA CLARA STREET, LP ("PARTNERSHIP"), THE GRANT OF CERTAIN FUNDS TO THE HOUSING RELINQUISHED FUND CORPORATION, AND THE EXECUTION OF SUCH DOCUMENTS TO IMPLEMENT PROJECT FINANCING BY THE HOUSING AUTHORITY OF THE CITY OF FRESNO, CALIFORNIA ON ITS OWN BEHALF AND IN ITS CAPACITY AS SOLE MEMBER OF 1555 SANTA CLARA STREET, LLC;THE ADMINISTRATIVE GENERAL PARTNER OF THE PARTNERSIDP, IN CONNECTION WITH THE FINANCING, DEVELOPMENT AND OPERATION OF THE RENAISSANCE AT SANTA CLARA PROJECT, AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, the Housing Authority of the City of Fresno, California (the "Authority") seeks to expand the development and availability of long-term housing for low income and homeless persons residing in the City of Fresno, California (the "City"); and WHEREAS, the Authority is authorized, among other things, to enter into partnership and operating agreements and to make loans to partnerships to finance, plan, undertake, construct, acquire and operate housing projects; and WHEREAS, the Authority has agreed to facilitate the development of real property located at 503 G Street, 512 F Street, and 1555 Santa Clara Street, Fresno, California and the improvements located thereon (collectively, the "Property"), for the purpose of the development of a seventy (70) unit permanent supportive housing project to be generally known as "Renaissance at Santa Clara," comprised of sixty-nine (69) project-based voucher units and one (1) manager's unit (collectively the "Project"); and WHEREAS, the Authority filed a certificate of limited partnership with the California Secretary of State on June 30, 2011 pursuant to which 1555 Santa Clara Street, LP (the "Partnership") was created as a California limited partnership; and WHEREAS, the Authority has entered into a limited liability company agreement dated as of August 3,2011, pursuant to which the Authority is the sole member of 1555 Santa Clara Street, LLC, a California limited liability company, and executed articles of organization on June 23, 2011 and filed such articles with the California Secretary of State on June 30, WHEREAS, 1555 Santa Clara Street, LLC, as administrative general partner (the "Administrative General Partner"); Silvercrest, Inc., as managing general partner (the "Managing General Partner"); PNC Real Estate Tax Credit Capital Institutional Fund 49 Limited Partnership, as investor limited partner (the "Investor Limited Partner"); and Columbia Housing SLP Corporation, as special limited partner (collectively with the Investor -51-

52 Limited Partner, the "Limited Partners"), shortly will enter into an amended and restated limited partnership agreement relating to the Partnership; and WHEREAS, the Partnership will finance the cost of acquiring and developing the Project with numerous sources of funds, projected to include an estimated equity investment of $7,510,212 from the Investor Limited Partner eligible to benefit from federal low-income housing tax credits allocated to the Project under Section 42 of the Internal Revenue Code; estimated construction loan proceeds of $4,210,926 from PNC Bank, National Association ("PNC"); estimated construction/permanent loan proceeds of $2,250,000 from the Housing Relinquished Fund Corporation ("HRFC"); estimated construction/permanent loan proceeds of $1,000,000 from the County of Fresno Mental Health Services Act ("MHSA") funds administered by the California Housing Finance Agency; estimated construction/permanent loan proceeds of $1,500,000 from HOME Investment Partnership Program funds administered by the City of Fresno; estimated construction/permanent proceeds of $67,499 from a Poverello House discounted land sale; estimated permanent loan proceeds of $400,000 from U.S. Department of Housing and Urban Development ("HUD") McKinney-Vento Supportive Housing Program funds administered by the Authority (collectively, the "Project Financing"); and WHEREAS, the Authority intends to function as developer and management agent of the Project, as the sole member of the Administrative General Partner and as guarantor of certain obligations connected with the Project; and WHEREAS, the Authority wishes to ratify and confirm all actions of the Authority and its officers prior to the date hereof and consistent with the terms of this resolution and to authorize such actions subsequent to the date hereof; and WHEREAS, the Authority is authorized to delegate to one or more of its agents and employees such powers as it deems proper; NOW, THEREFORE, BE IT RESOLVED: 1. Development and Management Services. The Chair of the Board, the Authority's Executive Director, or their respective designees (each, an "Authorized Officer" and, collectively, the "Authorized Officers") and each of them acting alone, are authorized and directed to enter into a Development Services Agreement and a Management Agreement with the Partnership and to execute such other documents and take such other actions as necessary to fulfill the Authority's intended functions as developer and management agent of the Project. 2. Loan of Authority Funds. The Authorized Officers, and each of them acting alone, are authorized and directed to execute such documents and take such actions as necessary to loan the proceeds of the HUD McKinney-Vento Supportive Housing Program grant to the Partnership. The Authorized Officers, and each of them acting alone, on behalf of the Authority in its capacity as the sole member of the Administrative General Partner, are further authorized to take such actions and execute such documents as necessary to cause the Partnership to borrow funds from the Authority in an aggregate amount of up to $400,000. Each Authorized Officer, and each of them acting alone, is authorized to decrease the principal amount of any loan by any amount, or to increase the principal amount of any loan by an amount up to more than 2-52-

53 the maximum principal amount for the loan stated in this resolution. The source of funds for any such increase shall be funds available to the Authority or such other funds that may become available to the Authority for the Project. The Board directs the Executive Director to report to the Board if the total amount borrowed by the Partnership for the Project exceeds the aggregate maximum principal amount stated in this resolution for all loans to the Partnership. 3. General Partner Function. The Authorized Officers, and each of them acting alone, are authorized and directed to cause the Authority, in its capacity and as sole member of the Administrative General Partner, to cause the withdrawal of the Authority and admission of the Administrative General Partner as the administrative general partner of the Partnership. The Authorized Officers, and each of them acting alone, are further authorized and directed to cause the Authority, in its capacity as sole member of the Administrative General Partner, to take all actions and execute all documents necessary for the Administrative General Partner to carry out its function as administrative general partner of the Partnership, including without limitation by execution of the Amended and Restated Agreement of Limited Partnership and any amendment thereto in furtherance of such admissions; provided further, that in such capacity, the Authority is authorized and directed to cause the Administrative General Partner to approve the admission of the Limited Partners to the Partnership. 4. Approval of Partnership Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "Partnership Documents" (the "Partnership Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary. The Authorized Officers, and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority (acting on its own behalf or as the sole member of the Administrative General Partner), the Partnership Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft Partnership Documents, including material changes, and such Authorized Officer's signature on the final Partnership Documents shall be construed as the Authority's approval of such changes. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority, the Administrative General Partner or the Partnership to carry out the transactions contemplated by the Partnership Documents. 5. Approval of Loan Assembly Activities. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as sole member of the Administrative General Partner) to execute, deliver and/or file (or cause to be delivered and/or filed all documents deemed necessary or appropriate to assemble the contemplated financing for the Project, including without limitation, construction, permanent and third party loan applications, tax credit applications, and any and all other documents reasonably required to (i) cause a tax credit investor limited partner to make capital contribution(s) to the Partnership, and (ii) borrow sufficient funds to support the Project. 6. Approval of HUD Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "HUD Documents" (the "HUD Documents") in connection with the Partnership and the Project, which documents are on file with the 3-53-

54 ~ Authority's Secretary. The Authorized Officers and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as sole member of the Administrative General Partner, to execute, deliver and/or filed (or cause to be delivered and/or filed) all documents deemed necessary or appropriate to obtain HUD approval of the Project, including without limitation, a declaration of restrictive covenants, in order to maintain and operate the Project as supportive housing for which the Authority will provide a subsidy funded with money received from HUD under a Supportive Housing Grant Agreement between HUD and the Authority, and Project Based Section 8 Vouchers; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft HUD Documents, including material changes, and such Authorized Officer's signature on the final HUD Documents shall be construed as the Authority's approval of such changes. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the HUD Documents. 7. Approval of PNC Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "PNC Loan Documents" (the "PNC Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a construction loan in the approximate amount of $4,210,926 from PNC Bank, National Association. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the PNC Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft PNC Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final PNC Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the PNC Loan Documents. 8. Annroval of HRFC Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "HRFC Loan Documents" (the "HRFC Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a construction/permanent loan in the approximate amount of $2,250,000from the Housing Relinquished Fund Corporation. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the HRFC Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft HRFC Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final HRFC Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are 4-54-

55 further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the HRFC Loan Documents. 9. Approval ofmhsa Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "MHSA Loan Documents" (the "MHSA Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a construction/permanent loan in the approximate amount of $1,000,000 from the County of Fresno Mental Health Services Act funds administered by the California Housing Finance Agency. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the MHSA Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft MHSA Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final MHSA Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the MHSA Loan Documents. 10. Annroval of HOME Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "HOME Loan Documents" (the "HOME Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow a permanent loan in the approximate amount of $1,500,000 from HOME Investment Partnership Program funds administered by the City of Fresno. The Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, the HOME Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft HOME Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final HOME Loan Documents shall be construed as the Authority'S approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the HOME Loan Documents. 11. Approval of Authority Loan Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading "Authority Loan Documents" (the "Authority Loan Documents") in connection with the Partnership and the Project, which documents are on file with the Authority's Secretary, and pursuant to which the Partnership will borrow from the Authority a permanent loan in the approximate amount of $400,000. The 5-55-

56 Authorized Officers and each of them acting alone, are authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the Administrative General Partner, the Authority Loan Documents substantially in the form on file with the Authority; provided however, any Authorized Officer may approve on the Authority's behalf any further changes to the draft Authority Loan Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer's signature on the final Authority Loan Documents shall be construed as the Authority's approval of such changes and final loan amount. The Authorized Officers and each of them acting alone, are further authorized and directed to execute and deliver, on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner, any other documents reasonably required to be executed by the Authority or the Partnership to carry out the transactions contemplated by the Authority Loan Documents. 12. Assignments. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as the sole member of the Administrative General Partner of the Partnership to execute and deliver one or more instruments (i) assigning to the Partnership the Authority's rights under the construction contract, the architects' contracts, and other consultant and development contracts, as such rights pertain to the rehabilitation of the Project, and (ii) assigning to lenders and others the Partnership's interests in such contracts. 13. Execution of Documents. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as sole member of the Administrative General Partner, to execute, deliver and/or file (or cause to be delivered and/or filed) any affidavits, certificates, letters, government forms, documents, agreements and instruments that any such Authorized Officer determines to be necessary or desirable: (i) to give effect to this resolution; (ii) to consummate the transactions contemplated herein; and/or (iii) to further the acquisition, rehabilitation, development, financing, construction, and leasing of the Project. Without limiting the scope of such authorization, such documents include declarations of restrictive covenants, various deeds, ground leases, notes, loan agreements, deeds of trust, guaranties and indemnities and collateral assignments related to the Project Financing. Such documents may also include without limitation lease-up and marketing agreements, partnership management services agreements, development agreements, construction guaranty agreements, repayment guarantees, cash pledge agreements, environmental indemnity agreements, property management agreements, architect agreements, contractor agreements, housing assistance payment contracts, irrevocable consents, confessions of judgment and appointments of attorneys for service of process. 14. Expenditures. The Authority is authorized to expend such funds (and to cause the Partnership and Administrative General Partner to expend such funds) as are necessary to pay for all filing fees, application fees, registration fees and other costs relating to the actions authorized by this resolution. 15. Acting Officers Authorized. Any action required by this resolution to be taken by the Chair of the Board or Executive Director of the Authority may, in the absence of such person, be taken by the duly authorized acting Chair of the Board or acting Executive Director of the Authority, respectively or by the designee of the Chair of the Board or Executive Director