Boards of Commissioners Meeting Special Meeting

Boards of Commissioners Meeting Special Meeting December 5, 2013 www.fresnohousing.org 1331 Fulton Mall, Fresno, California 93721 (559) 443-8400 TTY (800) 735-2929

AGENDA O (559) 443-8400 F (559) 445-8981 1331 Fulton Mall Fresno, California 93721 TTY (800) 735-2929 www.fresnohousing.org SPECIAL Joint Meeting of the Boards of Commissioners of the Fresno Housing Authority 1:30pm December 5, 2013 1331 Fulton Mall, Fresno, CA 93721 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 1:15 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 (1) full business day prior to the meeting. Please call the Board Secretary at (559) 443-8475, TTY 800-735-2929. 1:30pm 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. PAGE # 4. Action a. Approval of the Amended Financial Plan Orange Cove RAD 3 5. Adjournment

BOARD MEMO O (559) 443-8400 F (559) 445-8981 1331 Fulton Mall Fresno, California 93721 TTY (800) 735-2929 www.fresnohousing.org TO: Board of Commissioners Fresno Housing Authority FROM: Preston Prince CEO/Executive Director DATE: December 4, 2013 BOARD MEETING: December 5, 2013 AGENDA ITEM: 4 AUTHOR: Quincy Boren SUBJECT: AMENDED: Orange Cove RAD Project Omnibus Development and Financing Resolution Executive Summary In early 2012, the Fresno Housing Authority Boards committed to the rehabilitation of 90 units at Kuffel Terrace I, II & Mountain View Apartments I, II under the HUD Rental Assistance Demonstration (RAD) program. In line with the commitment to rehabilitate Housing Authority units, the Board authorized additional loan and seller financing commitments, along with submission of a tax credit application for the Orange Cove RAD project. On or about December 16 th, 2013, Orange Cove RAD LP, a California limited partnership (the Partnership ), will close on the financing of the 90-unit low income multifamily housing project, generally known as Orange Cove RAD (the Project ), located in the City of Orange Cove, County of Fresno, California. The Housing Authority of Fresno County, California (the Authority ), is the sole member and manager of Orange Cove RAD AGP, LLC, a California limited liability company, the administrative general partner (the Administrative General Partner ) of the Partnership. Silvercrest, Inc., an instrumentality of the Authority, is the managing general partner of the Partnership. Approval to develop the project requires that the Board of Commissioners of the Housing Authority adopt a resolution authorizing the following actions: 1. Authorization for Preston Prince, CEO/Executive Director, or Tracewell Hanrahan, Deputy Director, or their designee to execute documents on behalf of the Fresno Housing Authority, in the name of the Administrative General Partner or the Partnership; 2. Authorize actions for the financing, development, and operation of the Project; 3. Authorize execution and delivery of certain HUD documents; and 4. Provide for other matters related thereto. Staff is recommending that the Board 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 4, 2013. The resolution authorizes the execution and delivery of documents, the admission of certain partners to Orange Cove RAD, LP, the execution of such documents to implement project financing by the Housing Authority of Fresno County, California on its own behalf and in its capacity as sole member of Orange Cove RAD AGP, LLC Administrative General Partner of the partnership, in connection with the financing, development and operation of the Orange Cove RAD project (Kuffel Terrace I, II & Mountain View Apartments I, II), and providing for other matters related thereto. Recommendation It is recommended that the Board of Commissioners of the Housing Authority of Fresno County, California adopt the attached resolution, authorizing the execution and delivery of documents by the Housing Authority of Fresno County, California on its own behalf, in the name of the Administrative General Partner and in the name of the Partnership, in connection with the financing, development and operation of the Project, authorizing the lending and the borrowing of money, and providing for other matters related thereto. Fiscal Impact Project financing includes a set of construction and permanent loans. The sources and uses have been amended from the original memo to reflect the introduction of deferred interest and developer fees as part of the sources and slightly increase construction costs in the sources. The following financing is tentatively projected: Construction Phase Financing (Total $20,443,860) The Partnership has received a commitment for a construction loan in the amount of $10,682,473 from PNC Bank, National Association. The construction term is projected to be 24 months, and the interest rate is fixed at an estimated 2.5%. Construction Loan: $10,682,473 The Partnerhip has also received a commitment for construction loan in the amount of $1,300,000 from the Housing Authority of Fresno County, Califonia. The loan will be funded from capital funds and operating reserves. The term is projected to be 24 months, and the interest rate is fixed at an estimated 3.32%. Housing Authority Loan: $1,300,000 The Housing Authority will defer/accrue interest in the amount of $72,504 for the above loan during the construction phase. Deferred/Accrued Interest: $72,504 The Partnerhip has received a second commitment for a construction loan from the Housing Authority of Fresno County, California in the amount of $4,130,000. The loan will be funded through seller financing. The term is projected to be 21 months, and the interest rate is fixed at an estimated 3.32%. Housing Authority Loan: $4,130,000

The Housing Authority will defer/accrue interest in the amount of $242,407 for the above loan during the construction phase. Deferred/Accrued Interest: $242,407 The Housing Authority will defer a portion of the developer fee in the amount of $603,676 during the construction phase. Deferred Developer Feet: $603,676 The Project is expected to receive net federal low-income housing tax credit equity pay-ins (capital contributions) from PNC Bank, National Association, the investor limited partner, during construction in the amount of $2,114,276 as the first payment installment. Investor Capital Contributions: $2,114,376 (during construction) There are costs that are deferred until permanent financing in the amount of $1,298,524. These costs include funding of capitalized reserves. Deferred Cost: $1,298,424 Permanent Phase Financing (Total $20,443,860) The Partnerhip has received a commitment for permanent loan in the amount of $1,300,000 from the Housing Authority of Fresno County, Califonia. The loan will be funded from capital funds and opearting reserves. The term is projected to be 55 years, and the interest rate is fixed at an estimated 3.32%. Housing Authority Loan: $1,300,000 The Housing Authority will defer/accrue interest in the amount of $72,504 for the above loan during the construction phase. Deferred/Accrued Interest: $72,504 The Partnership has received a second commitment for a permanet loan in the amount of $4,130,000 from the Housing Authority of Fesno County, California. The loan will be funded through seller financing. The term is projected to be 55 years, and the interest rate is fixed at an estimated 3.32%. Housing Authority Loan: $4,130,000 The Housing Authority will defer/accrue interest in the amount of $242,407 for the above loan during the construction phase. Deferred/Accrued Interest: $242,407 The Housing Authority will defer a portion of the developer fee in the amount of $603,676 during the construction phase. Deferred Developer Feet: $603,676

The Project is expected to receive net federal low-income housing tax credit equity pay-ins (capital contributions) from PNC Bank, National Association, the investor limited partner, during the permanent phase in the amount of $14,095,273. Capital Contributions: $14,095,273 Background Information The proposed Orange Cove RAD Project is comprised of 3 separate, existing public housing developments in Fresno County, all located in the City of Orange Cove: Kuffel Terrace, a 20 unit complex on a 1.98 acre site located on Center and I Street; Kuffel Terrace Annex, a 40 unit complex on approximately 1.5 acres located on Adams and Citrus Streets; and Mountain View, a 30 unit complex on 3.81 acre site located on scattered sites. These developments were constructed between the years of 1952-1983. The proposed project consists of a substantial rehabilitation of the residential units to preserve their long-term affordability, made possible by converting them from public housing to Project Based Rental Assistance via the HUD Rental Assistance Demonstration. The public housing units do not have many of the amenities that are comparable with market rate units in the community. The Housing Authority intends to upgrade all of the existing public housing units to current market standards. There will be flooring, windows, washer/dryers, dishwashers, heating/cooling and roofing upgrades; there will be appliance upgrades to current energy standards and replacement of all the existing mechanical, electrical and plumbing systems. With improvements made to the building envelopes and systems, the Housing Authority will significantly increase the energy efficiency of all units. A second bathroom will be added to all 3- and 4-bedroom units that currently have only one bathroom. This will be achieved by creating pop-outs which expand the square footage of the units. The pop-outs will serve a second purpose to break up the roof line of the buildings and create a more appealing architectural effect. The Orange Cove RAD units will also see major improvements to landscaping and shared spaces. A new community building at Kuffel Terrace I will accommodate more resident services and be shared with the Boys & Girls Club of Orange Cove. A new community building at Mountain View I will accommodate resident serivces and property mangement functions for all Orange Cove RAD properties. Smaller community buidlings will also be built at Kuffel Terrace II and Mountain View II. The outdoor spaces will include drought-resistant landscaping and more defined spaces for both individual and community use. These will include space to personalize units and a variety of common spaces with amentities such as play areas, community gardens, and BBQs. Finally, an onsite manager will live at each site with 16 units or more. This both responds to resident desires and the requirements of tax credit funding.

BEFORE THE BOARD OF COMMISSIONERS OF THE HOUSING AUTHORITY OF FRESNO COUNTY, CALIFORNIA RESOLUTION No. A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS, THE ADMISSION OF CERTAIN PARTNERS TO ORANGE COVE RAD, LP ( PARTNERSHIP ) AND THE EXECUTION OF SUCH DOCUMENTS TO IMPLEMENT PROJECT FINANCING BY THE HOUSING AUTHORITY OF FRESNO COUNTY, CALIFORNIA ON ITS OWN BEHALF AND IN ITS CAPACITY AS SOLE MEMBER OF ORANGE COVE RAD AGP, LLC, THE ADMINISTRATIVE GENERAL PARTNER OF THE PARTNERSHIP, IN CONNECTION WITH THE FINANCING, DEVELOPMENT AND OPERATION OF THE KUFFEL TERRACE I AND II AND MOUNTAIN VIEW APARTMENTS I AND II PROJECTS, AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, the Housing Authority of Fresno County, California (the Authority ) seeks to expand the development and availability of long-term housing for low income persons residing in the County of Fresno, California (the County ); 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 791 I Street, 101 Citrus Avenue, 1270 South Avenue and 1265 Adams Avenue, Orange Cove, California (collectively, the Property ), for the purpose of the development of four (4) multifamily projects to be known, respectively, as Kuffel Terrace I, Kuffel Terrace II, Mountain View Apartments I and Mountain View Apartments II consisting of ninety (90) rental units including eighty-seven (87) low-income housing tax credit units and three (3) managers units (the Project ); and WHEREAS, the U.S. Department of Housing and Urban Development ( HUD ) has authorized the Authority s participation in its Rental Assistance Demonstration ( RAD ) program and the conversion of certain developments from public housing to Section 8 project-based rental assistance. In accordance with the RAD program requirements, the Project will be subject to certain long-term affordability restrictions imposed by HUD which shall be superior to all other financing documents; and WHEREAS, the Authority has entered into an operating agreement dated as of May 22, 2013 pursuant to which the Authority is the sole member of Orange Cove RAD AGP, LLC, a California limited liability company (the Administrative General Partner ), and the Authority filed articles of organization with the California Secretary of State on August 16, 2013; and WHEREAS, the Administrative General Partner, together with Silvercrest, Inc., entered into an agreement of limited partnership dated as of June 19, 2013 pursuant to which the Administrative General Partner is the Administrative GP and Silvercrest, Inc. is the Managing GP and 1

Limited Partner of Orange Cove RAD, LP, a California limited partnership (the Partnership ) and filed a certificate of limited partnership with the California Secretary of State on August 16, 2013; and WHEREAS, the Administrative General Partner, Silvercrest, Inc., as managing general partner and withdrawing limited partner; PNC Bank, National Association, as investor limited partner (the Investor Limited Partner ); and Columbia Housing SLP Corporation, as special limited partner (collectively with the Investor Limited Partner, the Limited Partners ), will enter into an amended and restated agreement of limited partnership for 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 $14,095,273 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; construction loan proceeds in an estimated amount of $10,682,473 from PNC Bank, National Association ( PNC ); seller financing loan proceeds in an estimated amount of $4,130,000 from the Authority; and construction/permanent loan proceeds in an estimated amount of $1,300,000 from the Authority; deferred interest in an estimated amount of $314,911; deferred developer fee in an estimated amount of $603,676 (collectively, the Project Financing ); and WHEREAS, the Authority intends to act as developer 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 Services. The CEO/Executive Director, Preston Prince, Deputy Director, Tracewell Hanrahan, and/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 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 of the Project. 2. General Partner Function. The Authorized Officers, and each of them acting alone, are 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 2

Administrative General Partner to approve the admission of the Limited Partners to the Partnership. 3. 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. 4. 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 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 and deliver the HUD Documents and all documents deemed necessary to obtain HUD approval related to the Project, including without limitation, a use agreement in order to maintain and operate the Project in accordance with the Section 8 project-based rental assistance program for which the Partnership will be provided a subsidy funded with money received from HUD pursuant to a Project-Based Section 8 Housing Assistance Payments Contract; 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 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. 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 Project Financing, including without limitation, construction, permanent and third party loan applications, tax credit applications, and any and all other documents reasonably required to (i) cause the Limited Partners to make capital contribution(s) to the Partnership, and (ii) borrow sufficient funds to support the Project. 3

6. Loan of Funds. 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 authorized to take such actions and execute such documents as necessary to cause the Partnership to borrow funds from the Lenders in an aggregate approximate amount of up to $21,000,000. 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 10% 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. 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 $10,682,473 from PNC. 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 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 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. 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 assume the borrower s obligations from the Authority for a construction/permanent loan in the approximate amount of $1,300,000 from the Authority. 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 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. 4

9. Approval of Acquisition Documents. The Authority has been presented with drafts of the documents listed in Exhibit A under the heading Acquisition Documents (the Acquisition Documents ) in connection with the purchase of certain land owned by the Authority on which the Project is to be built, which documents are on file with the Authority s Secretary, and pursuant to which the Partnership will purchase the Property for a price of $4,130,000 at closing to be financed as seller financing from the Authority. 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 Administrative General Partner, the Acquisition Documents and to purchase and take such other actions as they deem necessary or desirable for the Partnership to acquire the Property; provided, however, any Authorized Officer may approve on the Authority s behalf any further changes to the draft Acquisition Documents, including material changes, and the final amount to be borrowed, and such Authorized Officer s signature on the final Acquisition 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 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 Acquisition Documents. 10. Assignments. The Authorized Officers, and each of them acting alone, are authorized on behalf of the Authority acting on its own behalf or as Administrative General Partner, to execute and deliver one or more instruments (i) causing the Partnership to assume the Authority s rights under the construction contract, the architects contracts, and other consultant and development contracts, as such rights pertain to the construction of the Project, to the extent required by PNC, and (ii) assigning to lenders and others the Partnership s interests in such contracts as may be required as a condition of the Project Financing. 11. Guarantees and Indemnification. In connection with the Project Financing, the Authority is authorized to guaranty the payment and performance of the obligations of the Partnership under the PNC Loan Documents and the HUD Documents, and to guaranty the payment and performance of the general partners under the Partnership Documents. 12. 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 5

payment contracts, irrevocable consents, confessions of judgment and appointments of attorneys for service of process. 13. 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 Project or actions authorized by this resolution. 14. Acting Officers Authorized. Any action required by this resolution to be taken by the Chair of the Board or Executive Director or Deputy 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 or Deputy Director of the Authority, respectively or by the designee of the Chair of the Board or Executive Director or Deputy Director. 15. 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. 16. Ratification and Confirmation. All actions of the Authority and its officers prior to the date hereof and consistent with the terms of this resolution including, but not limited to, the formation of the Partnership and the Administrative General Partner, and the filing of finance applications related to the Project Financing are ratified and confirmed. 17. Effective Date. This resolution shall be in full force and effect from and after its adoption and approval. PASSED AND ADOPTED this day of December, 2013 by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: 6

CERTIFICATE I, the undersigned, the duly appointed CEO/Executive Director of the Housing Authority of Fresno County, 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 December, 2013, 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 December, 2013. HOUSING AUTHORITY OF FRESNO COUNTY, CALIFORNIA Preston Prince, CEO/Executive Director 7

EXHIBIT A PROJECT DOCUMENTS Partnership Documents (a) (b) (c) Amended and Restated Agreement of Limited Partnership of Orange Cove RAD, LP by and among the Managing General Partner, the Administrative General Partner, and the Limited Partner, together with all exhibits; Development Services Agreement between the Authority and the Partnership; Agreement of Guaranty for the benefit of Partnership and Limited Partners; HUD Documents (d) (e) (f) (g) Rental Assistance Demonstration Conversion Commitment; Rental Assistance Demonstration Use Agreement; Housing Assistance Payments Contract; Unconditional Completion Guaranty; PNC Loan Documents (h) (i) (j) (k) (l) (m) (n) (o) Bridge Loan and Security Agreement by and between PNC and the Partnership; Bridge Loan Promissory Note by the Partnership in favor of PNC; Pledge and Security Agreement among the Partnership, the Managing General Partner and PNC; Agreement of Guaranty and Suretyship (Payment) by Authority in favor of PNC; Assignment of Capital Contributions among PNC and the Partnership; Borrower Authorization Letter by the Partnership to PNC; Certification by and between the Partnership and PNC; Subordination Agreement by the Authority in favor of PNC; Authority Loan Documents (p) (q) (r) (s) Deed of Trust, Security Agreement and Financing Statement by the Partnership in favor of the Authority; Loan Agreement between Partnership and Authority; Assignment of Leases and Rents by Partnership in favor of Authority; Promissory Note by the Partnership in favor of the Authority; 8

Acquisition Documents (t) (u) (v) (w) Purchase and Sale Agreement between the Authority and the Partnership; Grant Deed by the Authority in favor of the Partnership; Seller Note by Partnership in favor of Authority; and Seller Financing Deed of Trust, Security Agreement and Financing Statement by Partnership in favor of Authority. 9

Orange Cove RAD Pro Forma Pro Forma Sources and Uses Sources of Funds Amount Per Unit HA Loan: Cap Funds & Ops Reserves $1,300,000 $14,444 Accrued/Deferred Interest $72,504 $806 HA Loan: Seller Financing $4,130,000 $45,889 Accrued/Deferred Interest $242,407 $2,693 Deferred Developer Fee $603,676 $6,708 Low Income Housing Tax Credit Equity $14,095,273 $156,614 Total Sources of Funds $20,443,860 $227,154 Uses of Funds Amount Per Unit Acquisition Costs $4,130,000 $45,889 Construction Costs $9,617,426 $106,860 Relocation Costs $756,339 $8,404 Contingencies $1,123,892 $12,488 Loan Fees and Soft Costs $2,432,482 $27,028 Reserves $566,384 $6,293 Developer Fees $1,817,337 $20,193 Total Uses of Funds $20,443,860 $227,154