Working Together to Build Strong CommunitiesA. Resolution 11‐10 granting authority to MHP to loan...

12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800

BOARD MEETING NOTICE Date: Tuesday, May 24, 2011

Time: 6:30 p.m. Board Meeting Place: Pembridge Community Center **

2315 Blueridge Avenue Wheaton, MD

RSVP: Please call Michael Scheidt at 301-622-2400, ext. 10

FINAL AGENDA 6:30 I. COMMITTEE MEETINGS II. INFORMATION EXCHANGE

A. Chair’s Report B. Report from Committees

III. PRESENTATIONS

A. Presentation – Rhonda Cunningham Holmes

IV. CONSENT ITEMS A. Approval of Minutes of April 27, 2011 -p.2B. Resolution 11-17 – Board Officers (to be sent later)C. Resolution 11-18 – Board Members for Affiliate Entities -p.4

V. DISCUSSION AND ACTION ITEMS

A. Resolution 11-19 – MHP Flower-Maple Distribution of Cash Flow -p.8B. Resolution 11-20 – Capital One Predevelopment Loan (Revision due to change in CDC) -p.9 C. Resolution 11-21 – MHP Approval to Loan Pre-development Funds to MHP Twinbrook -p.11D. Resolution 11-22 – MHP Twinbrook Approval to Use Pre-development Funds -p.12 E. Resolution 11-23 – Cynthia Bar’s Nomination to Board of Directors -p.26F. Resolution 11-24 – Richard Smith’s Nomination to Board of Directors -p.28G. Beall’s Update (to be sent later)

VI. REPORT FROM SUBSIDIARIES A. Election of Officers (p.31-62)– Beall’s, Blair Park , DRHC , Edinburgh ,

EDH, Great Hope, Greenwood, Landings Edge, Maple Towers, MPDU Rental, MPDU Resale, Parkview Manor, Pembridge, Scattered Site, Takoma, and Town Centre

VII. INFORMATION ITEMS

A. Financial Report -p.63 B. Fundraising Report -p.65 C. Quarterly Asset Management Report -p.67

8:30 VIII. ADJOURNMENT

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MHP Board MeetingMay 24, 2011Page 1 of 72


MHP Board Meeting

April 27, 2011

Meeting called to order at 6:45 pm

I. INFORMATION EXCHANGE A. Chair’s Report— Stacy Silber recognized and congratulated Robert Goldman on his 10th

Anniversary with MHP. She acknowledged the growth of MHP’s portfolio over the decade, and the important role Rob has played in taking MHP into the next phase of its evolution, and his commitment to the families and communities we serve. Several board members congratulated Rob and thanked him for his dedication and service to the organization. Rob talked about the rewards of bringing safe, decent and affordable housing to families through MHP’s work. All agreed that we look forward to Rob’s continued service with MHP.

B. President’s Report—Robert Goldman reported that the closing on Edinburgh House is scheduled for next week. The 23rd Annual Norman Christeller Golf Tournament is scheduled for May 2. We currently have 115 golfers registered to play, and have been very successful at attracting corporate sponsors. Board members are invited to attend, if not for the golf outing, then for the dinner which will be held at 6 pm. He also reported on efforts to fill staff vacancies in the fundraising department; the Director position has been posted and we have begun interviewing. We have also hired someone part time to provide additional support to fundraising.

II. COMMITTEE REPORTS A. Finance Committee—reported on a discussion about the option of creating an equity

fund which would allow MHP to fund its own predevelopment costs. The committee is exploring lines of credit from some banks with $1.1 m currently available from NWA, Calvert and Capital One. Also discussed was the possibility of bringing in an outside group like the Calvert Group to help raise funds and advise on establishment of the fund.

III. PRESENTATION

A. Steve Holmquist gave a presentation on his background, education and career.

IV. CONSENT ITEMS A. Minutes of February 22, 2011 were unanimously approved.


V. DISCUSSION AND ACTION ITEMS A. Resolution 11‐10 granting authority to MHP to loan funds to Edinburgh House LP;

authorizing MHP to loan up to $400,000 to LP, accepting $50,000 grant from TD Bank and loaning the grant funds to LP was unanimously approved.

B. Resolution 11‐11 authorizing MHP to sell shares of stock to GP to comply with tax credit rules on lending to same entity, authorizing MHP to act as a guarantor on CDA loans; and guarantee of letter of credit and BeSmart loan was unanimously approved.

C. Resolution 11‐14 authorizing MHP to act as a guarantor on CDA loans, guarantee of letter of credit and BeSmart loan was unanimously approved.

D. Resolution 11‐15 authorizing MHP to enter into loan with Calvert Foundation for $500,000 at 4.5 percent for three years was unanimously approved.

E. Resolution 11‐16 appointing Vicki Davis to executive committee was unanimously approved.

VI. REPORT FROM SUBSIDIARIES A. DRHC, Pembridge and Town Centre will meet to approve cash flow payments to MHP. B. MHP EDH Inc. will meet to approve purchase of Edinburgh House, issue stock and

amend by‐laws.

VII. INFORMATION ITEMS A. Financial report. B. Calendar‐‐Golf tournament May 2; next board meeting May 24, no board meeting in

June; board terms transition July1. C. Circle of Builders Breakfast scheduled for May 25 on the future of mortgage finance.

Panel will include Dr. David Crowe from NAHB; David Kessler will moderate; still looking for additional panelists, potentially Steve Niles from Holland and Knight and a representative from the Committee for Responsible Lending to round out the panel.

VIII. ADJOURNMENT at 8:20 pm.

Board members present: Vicki Davis, Vicky Carrasco, Gina Williams, Faten Alajmi, Chip Bay, Richard Perlmutter, Linda Kelly, Steve Holmquist, Stacy Silber, Rhonda Holmes, and Sheila Maith

Board members absent: Rob Fossi, Bob Mitchell, Gail Scott‐Parizer, Ali Solis, Juan Holcomb

Staff Present: Robert Goldman



RESOLUTION 11-18 RESOLUTION OF THE BOARD OF DIRECTORS OF

MONTGOMERY HOUSING PARTNERSHIP, INC.

The Board of Directors of Montgomery Housing Partnership, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation has the following affiliate organizations: MHP Edinburgh House, Inc., MHP EDH, Inc., MHP Scattered Site, Inc., MHP Dring's Reach, Inc., MHP Landing's Edge, Inc., MHP Town Centre, Inc., MHP Pembridge Square Apt., Inc., MHP Blair Park Apt., Inc., MHP DRHC, Inc., MHP Great Hope Homes, Inc., MHP Greenwood Terrace, Inc., MHP Maple Towers, Inc., MHP Pembridge, Inc., MHP Parkview Manor, Inc., MHP Takoma, Inc., MHP MPDU Rental, Inc., MHP MPDU Resale, Inc. and MHP Bealls, Inc. WHEREAS, the Corporation is required to appoint the Board of Directors of its affiliate organizations; WHEREAS, MHP Dring's Reach, Inc. and MHP Pembridge Square, Inc. are inactive since Dring's Reach Apartments is now owned by MHP DRHC, Inc. and MHP Pembridge Square, Inc. was replaced by MHP Pembridge, Inc. Therefore, there is no need to appoint Directors to MHP Dring’s Reach, Inc. and MHP Pembridge Square, Inc.; and NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following persons to serve as Board of Directors for the subsidiary organizations: MHP Edinburgh House, Inc. Robert Fossi Charles Bay Gina Williams Robert Goldman Jill Goodrich MHP Scattered Site, Inc. Ali Solis Gail Scott-Parizer Gina Williams Robert Goldman Jill Goodrich

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MHP Landing's Edge, Inc. Bob Mitchell Vicky Carrasco Gina Williams Robert Goldman Jill Goodrich MHP Town Centre, Inc. Faten Alajmi Vicki Davis Gina Williams Robert Goldman Jill Goodrich MHP Great Hope Homes, Inc. Rhonda Cunningham Holmes Linda Kelly Gina Williams Robert Goldman Jill Goodrich MHP Blair Park Apt., Inc. Charles Bay Gail Scott-Parizer Gina Williams Robert Goldman Jill Goodrich MHP Greenwood Terrace, Inc. Stephen Holmquist Juan Holcomb Gina Williams Robert Goldman Jill Goodrich MHP DRHC, Inc. Vicki Davis Faten Alajmi Gina Williams Robert Goldman Jill Goodrich MHP Pembridge, Inc. Ali Solis Bob Mitchell Gina Williams Robert Goldman Jill Goodrich


MHP Bealls, Inc.Gail Scott-Parizer Rhonda Cunningham Holmes Gina Williams Robert Goldman Jill Goodrich MHP Parkview Manor, Inc. Juan Holcomb Charles Bay Gina Williams Robert Goldman Jill Goodrich MHP Takoma, Inc. Vicki Davis Stephen Holmquist Gina Williams Robert Goldman Jill Goodrich MHP Maple Towers, Inc. Rhonda Cunningham Holmes Robert Fossi Gina Williams Robert Goldman Jill Goodrich MHP EDH, Inc. Robert Fossi Vicki Davis Gina Williams Robert Goldman Jill Goodrich MHP MPDU Resale, Inc. Vicky Carrasco Linda Kelly Gina Williams Robert Goldman Jill Goodrich MHP MPDU Rental, Inc. Vicky Carrasco Linda Kelly Gina Williams Robert Goldman Jill Goodrich


IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May, 2011. _________________________________ Jill Goodrich, Assistant Secretary



RESOLUTION 11-19 RESOLUTIONS OF THE BOARD OF DIRECTORS OF

MONTGOMERY HOUSING PARTNERSHIP, INC

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, that MHP Flower-Maple, LLC (the “Owner”), a Maryland limited liability company, is the owner of certain property located at 8508 Flower Avenue, Takoma Park, Maryland and known as Gilbert Highlands (the “Property”), and that the Corporation is the sole member of the Owner; WHEREAS, the Property’s cash surplus as of December 31, 2010, has been disbursed in accordance with the Owner’s governing operating and mortgage agreements and cash in the amount of $24,339 still remains with the Owner: NOW THEREFORE, BE IT RESOLVED, the Board of Directors of MHP in its capacity as sole member of the Owner, approves the payment of an incentive asset management fee in the amount of $24,339 to Montgomery Housing Partnership, Inc. which has managed and overseen operations of this Property. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May, 2011. _________________________________ Jill Goodrich, Assistant Secretary



RESOLUTION 11-20

RESOLUTION OF THE BOARD OF DIRECTORS OF MONTGOMERY HOUSING

PARTNERSHIP, INC

The Board of Directors of Montgomery Housing Partnership, Inc. (the “Corporation”), a Maryland not-for-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution.

WHEREAS, the Executive Committee is authorized to act on behalf of the Corporation

between meetings of the Board of Directors under Section 5.2 of the Corporation’s By-Laws adopted April 25, 2000; and WHEREAS, the Corporation was organized for the purpose, among others, of developing and operating low-income housing; WHEREAS, the Corporation entered into a Contract of Sale (the “Contract”) to purchase the property located at 7667 Maple Avenue, Takoma Park, MD known as Parkview Towers; WHEREAS, the Corporation wishes to renovate Parkview Towers, for use as housing for low-income persons (the “Project”); WHEREAS, the Corporation has, formed a limited liability company known as MHP Parkview Towers, LLC, (the “Company”), in which it is the managing member, for the purpose of carrying out the Project; WHEREAS, the Corporation will assign its rights in the Contract to the Company prior to acquiring the property; WHEREAS, the Corporation and the Company have sought various sources of financing for the Project; WHEREAS, the Corporation have obtained a commitment for a pre-development loan from Capital One, N.A. (“Capital One”) for a five-year term in the amount of $200,000.00 with interest at the rate of 3% per annum (the “Loan”) to assist with the predevelopment costs of the Project;


WHEREAS, the Corporation desires to accept the Loan and utilize the funds received to provide assistance to the Company for the Project; and WHEREAS, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to take all actions to facilitate the Loan by entering into any and all agreements with Capital One. NOW, THEREFORE, BE IT RESOLVED that the Corporation accepts the loan from Capital One.

BE IT FURTHER RESOLVED, that the President or Vice President acting together or either one acting alone, are authorized and directed on behalf of and in the name of the Corporation, and under the Corporation seal to execute, seal, acknowledge, and deliver to Capital One, the Promissory Note, Business Loan Agreement and all other documents, instruments, and affidavits of every kind and description in connection with the Loan. BE IT FURTHER RESOLVED, that the President or Vice President of the Corporation be and hereby is authorized, empowered and directed, on behalf of the Corporation for its own account, to take such actions set forth above and take such further actions, and to execute such additional documents and instruments, as the person taking such actions, or executing such documents or instruments, may deem necessary or appropriate in connection with the matters authorized in the foregoing resolutions, and the signature of such President or Vice President on any documents or instrument or the performance of any such actions shall be conclusive evidence of such President or Vice President’s authority to take such actions or execute such documents or instrument on behalf of the Corporation.

CERTIFICATION I, , Assistant Secretary of Montgomery Housing Partnership, Inc., a Maryland non-profit organization, do hereby certify and declare that the foregoing is a full, true and correct copy of the resolution duly passed and adopted by the Board of Directors of said corporation, by written consent of all Directors of said corporation on May 24, 2011; that said resolutions are now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate seal of said corporation as of May ____, 2011.

_________________________________________ Jill Goodrich, Assistant Secretary Montgomery Housing Partnership, Inc., a Maryland non-profit corporation



RESOLUTION 11-21

RESOLUTION OF THE BOARD OF DIRECTORS OF Montgomery Housing Partnership, Inc.

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the “Corporation”), a Maryland not-for-profit corporation, hereby adopts by majority vote of the Board of Directors of said corporation on the _____ day of May, 2011, the following resolution: WHEREAS, the Corporation was established exclusively for the purposes of providing for the development or preservation of affordable housing in Montgomery County, Maryland for needy persons as generally determined by reference to criteria and guidelines established by federal, state, and local government agencies; and WHEREAS, the Corporation established MHP Twinbrook, LLC (the “Owner”), whose sole member is the Corporation, to acquire, own, renovate and operate the property located at 5501-5511 and 5521-5531 Halpine Place, Rockville, MD and known as Halpine Hamlet Apartments (the “Project”), in order to preserve the Project as affordable housing; and

WHEREAS, the Corporation will provide a loan to the Owner in an amount not to exceed Two Hundred Ninety Five Thousand and No/100 Dollars ($295,000.00) (the “MHP Loan”) for pre-development expenses.

NOW, THEREFORE, BE IT RESOLVED that the President or Assistant Secretary of the Corporation acting together or either one acting alone, are authorized and directed on behalf of and in the name of the Corporation to negotiate and consummate the MHP Loan and to execute, seal, acknowledge, and deliver all documents, instruments, and affidavits of every kind and description in connection with the MHP Loan.

I HEREBY CERTIFY, that the foregoing resolution was duly adopted by the Board of Directors of the Corporation and that I am Jill Goodrich, Assistant Secretary of the Corporation. ___________________________________ Jill Goodrich, Assistant Secretary




MONTGOMERY HOUSING PARTNERSHIP, INC. (In its capacity as managing member of MHP Twinbrook, LLC)

The Board of Directors of Montgomery Housing Partnership, Inc. (the "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May __, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, MHP Twinbrook, LLC (the “Owner”), is the owner of a multi-family apartment facility located at 5501-5511 and 5521-5531 Halpine Place, Rockville, MD and known as Halpine Hamlet (“the Property”); and WHEREAS, the Corporation is the managing member of the Owner; WHEREAS, the Property is in need of renovations and the Owner wishes to conduct these renovations by refinancing (“Refinancing”) the current mortgages on the Property in the last quarter of 2011; WHEREAS, the Property has been approved for bond financing under the State of Maryland’s New Issue Bond Program (the “Bonds”), and equity from 4% tax credits. WHEREAS, certain expenses (the “Pre-Development Expenses”) such as architectural, legal, relocation, and construction management costs, will be incurred between now, and the Refinancing and are required for the Refinancing; and WHEREAS, it is in the best interest of the Property to expend up to Three Hundred and Fifteen Thousand and No/100 Dollars ($315,000.00) for such Pre-Development Expenses. NOW, THEREFORE, BE IT RESOLVED, that the President or Assistant Secretary of the Corporation acting together or either one acting alone is authorized and directed on behalf of and in the name of the Corporation in its capacity as managing member of the Owner to (i) expend funds in an amount not to exceed Three Hundred and Fifteen Thousand and No/100 Dollars ($315,000.00) for Predevelopment Expenses, (ii) sign and execute any contract or document or application necessary in connection with such Pre-Development Expenses; and BE IT FURTHER RESOLVED, that all previous actions taken or documents or applications executed and delivered by the President and Assistant Secretary of the Corporation, in its capacity as managing member of the Owner, in connection with such Pre-Development Expenses are hereby approved and ratified. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this ____ day of May, 2011. _________________________________ Jill Goodrich, Assistant Secretary


MEMORANDUM To: MHP Board From: Real Estate Department Date: May 2011 Board Meeting RE: Halpine Hamlet Resolutions The attached MHP. Resolution 11-21 authorizes MHP to loan the owner of Halpine Hamlet, MHP Twinbrook, LLC, $295,000 for pre-development funds. The attached MHP Resolution 11-22 authorizes MHP, in its capacity as managing member of MHP Twinbrook, LLC, to spend up to $315,000 on pre-development expenses prior to construction closing.


To: Montgomery Housing Partnership’s Board From: MHP’s Real Estate Department Date: May 24, 2011 Re: Construction and Permanent Financing for Halpine Hamlet

Name and Address: Halpine Hamlet, 5511 Halpine Place, Rockville, MD 20851 Project Type: Moderate rehabilitation of a 67-unit apartment community on

4.6 acres that an affiliate of MHP purchased in 2009 Project Owner: MHP Twinbrook, LLC Project Team: Architect: Zavos Architecture and Design General Contractor: RKR Construction Construction Management: LimeRock Contractors

Property Management: Equity Management Project Background:

Halpine Hamlet consists of a total of 67 residential units located within six multi-

family, three-story, garden-style apartment buildings. The MHP affiliate purchased the building in September, 2009 and has conducted over $500,000 in renovations since the acquisition. The renovations consisted, in part, of concrete work, new roofs, replacement of half of the HVAC units, and replacement of many appliances. The proposed construction and permanent financing will pay for a moderate rehab of the property as well as pay off the acquisition financing. Currently, Halpine Hamlet tenants do not pay their gas utilities. Therefore, it is important to upgrade the current utility structure so that the tenants will also pay for their gas usage.

The property has been awarded funds under the New Issue Bond Program (NIBP)

which has a low interest rate of 4.55%. We are scheduled to close on the bond financing by November 2011. The bond funds will not be available if we don’t close this year. The purpose of this memorandum is to (1) update you on the project and (2) receive your approval to expend MHP funds on costs to be incurred until we close on the construction financing. We will come to the Finance Committee and the Board at a later date to ask for approval of the specific financing sources.

1 MHP Board MeetingMay 24, 2011Page 14 of 72

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Rehabilitation Scope: The building needs a moderate renovation (tenant in place work), which is expected to

take one year to complete. The scope of work includes the following:

APARMENT INTERIORS Kitchens New Cabinets and Countertops, new flooring, new lighting, new range hoods, new GFCI outlets, replace and relocate existing electrical panels, update electrical panels in ADA units, new piping in ADA units; new appliances: refrigerator, stove, dishwasher Bathrooms New bathroom vanity and top, new medicine cabinet, new ceramic tile floors/surrounds, newexhaust fans, new lighting fixtures, new accessories, new low flow showerhead, grab bars in ADA units, new bathroom fixtures Convert 4 units to ADA accessible Other Interior Upgrades New carpet, Unit entry door repainting, interior door replacement, new hardware, new shelving, new smoke detectors, new cable/phone wiring to bedrooms, new lighting fixtures, new window treatments, new sliding glass doors and vertical blinds BUILDING INTERIORS/MECHANICAL SYSTEMS New emergency light fixtures, separately metering gas utilities, mechanical systems in Buildings 5521 to 5531 will be replaced with Energy Star equipment, new energy efficient hot water boilers, new HVAC units for the 50% that were not replaced at acquisition CORRIDORS/STAIRWELLS New Corridor flooring, paint, lighting, stairwell flooring, new doors, new fire extinguishers, new acoustical ceilings BUILDING EXTERIOR Remove shutters, window replacement, masonry repairs, balcony sliding door and HVAC closet door replacement, improve insulation at the gable roofs, repair concrete at entry stairs and balconies, new metal railings at balconies, replace flooring at stair landings, paint corridors and stairwells OTHER SITE WORK In-fill of swimming pool, site lighting replacement, mill and repave parking lot, parking lot sealing and striping, parking lot speed bumps, landscaping, new site concrete sidewalks to ADA and playground, jet sewer lines, new dumpster fence bollards and concrete pad. Repair masonry wall at entry AMENITIES New monument sign, new play structure, new benches and bike racks


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Construction and Permanent Financing: Estimated project sources and uses are as follows: SOURCES Total CDA Perm Loan NIBP $7,150,000

CDA MHRP $500,000

CDA BeSMART $427,242

MC HOME Loan $2,550,000

CDA MEEHA Grant $150,000

4% Tax Credit Funds $2,160,953

MHP Loan/Def. Dev. Fee $477,139

Interim Income $190,000

TOTAL $13,605,335

$203,064/unit

USES Total Acquisition Costs $7,044,000

Rehab Costs $3,192,822

Professional Fees & Soft Costs $475,000

Financing and Syndication Costs $1,050,356

Reserves $488,980

Developer Fee $1,354,177

TOTAL $13,605,335

** Also see attached proforma Explanation of sources: • CDA NIBP Bonds: 40-yr term; 40-yr amortization; 4.55% interest (received allocation) • CDA MHRP (State Loan): 40-yr term; 40-yr amortization; 4% interest (subordinate to

bonds) • CDA BeSMART (State Loan): 40-yr term; 40-yr amortization; 4% interest (subordinate to

bonds) • MC-HOME (County Loan): 40-yr (cash flow loan); 3% interest (have commitment letter

from County) • CDA MEEHA Grant (for energy efficiency upgrades) • Tax Credit Funds: 4% credits with 87 cents rate (have proposal from Enterprise) • Developer Equity/MHP Loan • Interim Income Pre-Development Funds: MHP has incurred approximately $90,000 in costs to date to prepare the current bond application, including costs for the architect, structural engineer, market study, application fees, consultant, etc. Staff is requesting authority to spend up to about $315,000 in pre-development funds prior to construction closing. Of this amount, approximately $20,000 is from the County and the remainder from MHP’s NeighborWorks revolving loan account. A large portion of the pre-development costs will be for the $140,000 bond deposit fee due in October that we would only pay if we were going to closing. See attached estimated draw schedule. We believe that there is some risk that we would not be able to be reimbursed for these pre-development funds. However, as stated above, we have a bond allocation—the largest piece of funding. The major financing risk at this point is obtaining the BeSmart loan, and we should receive a formal indication of that commitment by early August.


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Proposed Rents and Unit Mix: The project has a total of 67 units.

UNIT DESCRIPTION Income

Restriction (% of AMI)

Number of Units Gross Rent Unit Sq.

Footage

one bedroom 50% 2 $965 754 one bedroom 60% 17 $1095 754 one bedroom Market 7 $1150 754 two bedroom 50% 2 $1155 870 two bedroom 60% 31 $1235 870 two bedroom Market 8 $1300 870

67

These rents are well within the rates suggested by the market study and within the tax credit requirements. Tenants will pay gas and electricity.

Proposed Expenses: Item Expense/Unit Administration & Professional $1,079 Utilities $727 Repair & Maintenance $1,834 Marketing & Leasing $106 Real Estate Taxes $121 Insurance $403 Property Management $633 CDA Monitoring and MIP $542Total $5,446

Acquisition Financing: The project was acquired with a $4,400,000 loan from M&T Bank, $636,000 from the Montgomery County Department of Housing and Community Development’s HIF fund, $1,500,000 in Housing Partnership Funds (HPF), $17,837 in deferred development fee, and $271,731 in MHP funds. The HPF loan matures in September 2011 while the M&T and County loans mature in September 2012. We have requested a six-month extension on the HPF loan that will allow us to get to closing on the permanent financing.


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In the spring of 2010 MHP went through 90% of the process to apply for bond financing. However, in the end, the County decided not to fund the “gap” at that time, so we did not submit the application. That process included obtaining a market study and putting most of the financing application together, including obtaining a schematic design documents from the architect. The cost of that work was approximately $30,000 and was funded from the project’s acquisition budget. The funds for that initial application work will be refunded from the refinance. Risks:

(i) BeSmart and MEEHA grants: These funds have not yet been fully committed to the project as we are in early negotiations with CDA. However, we understand the funds are available. The project has an allocation of NIBP bonds, subject to CDA’s final underwriting.

(ii) Financing Equity: We are currently assuming a conservative tax credit rate and pay-in schedule based on a recent letter of interest from Enterprise. As we get into final negotiations with expect to end up with more favorable terms.

(iii) Permit Approvals and Schedule: A requirement of the NIBP is that financing must close by early/late November, which requires all governmental approvals by that time, including building permits. The construction documents have been completed and will be submitted to the County shortly. Given the buildings are garden style and the renovations are not significant, we believe we will most likely have permits by November, but it is not guaranteed.

MHP staff recently closed on NIBP bond and tax credit financing for its Edinburgh House property. Therefore, we have experience with this type of financing. In addition, the Halpine financing will require less cash collateral from MHP as it appears the project will not need short-term bonds (used only during construction) that are secured by a letter of credit and collateralized by cash. As mentioned earlier, it is also important to close on the financing by the end of the year as we need to pay back the acquisition financing by summer of 2012 and, the NIBP financing, which goes away at the end of this year, is a great tool to accomplish this objective. Therefore, we request the Board’s approval to spend up to $315,000 in predevelopment funds to get to closing this fall. As was requested for the recent Edinburgh project refinancing, we will need each board member to fill out a HUD 2530 form. This form is used to disclose any previous use of HUD financing by board members. We will contact you about this over the next 60 days.

Attachments: Map Proforma Predevelopment Cash Schedule Resolution


6 MHP Board MeetingMay 24, 2011Page 19 of 72

Halpine Hamlet SOURCES AND USES OF FUNDS4%---Bond 67 unitsRUN DATE: 5/10/2011

Would need bond issue of 6,802,667 to meet 51% test Must Pay (M) orSOURCES OF FUNDS Rate Amortization Term Amount % Per Unit Loan Type Contingent (C)CDA - CDA Risk Share NIBP 4.55% 40 30 7,150,000 53% 106,716 1 M CDA - MHRP 4.00% 40 40 500,000 4% 7,463 1 MCDA - BeSMART 3.00% 40 40 427,242 3% 6,377 1 MCOUNTY - HOME 3.00% 40 40 2,550,000 19% 38,060 1 CCDA - MEEHA/Energy Grants 0.00% 0 0 150,000 1% 2,239 C

Interim Income 190,000 1% 2,836 1=Amortizing M=Must-PayLP Capital Contribution 2,160,953 16% 32,253 2=Interest-only C=Cash FlowMHP Loan and deferred fee 35% 477,139 4% 7,121 3=Accruing Contingent TOTAL SOURCES OF FUNDS 13,605,334 100% 203,065 4=Cash Flow

Funding Surplus<Gap>: 0

Value 6,300,000$ PP=$5.9 mil. 9.00% Credit 3.33% CreditAPPLICATION OF FUNDS Per Unit Total Depreciable Rehab AcquisitionACQUISITION COSTSPurchase Price: Land % of Total = 40.0% 37,612 2,520,000 - Purchase Price: Buildings % of Total = 60.0% 56,418 3,780,000 3,780,000 Title Insurance, Recording, Closing Costs 1,119 75,000 75,000 Acquisition Legal Fees 299 20,000 20,000 Relocation Costs 5,224 350,000 350,000 Transfer Taxes 940 63,000 63,000 Other Acquisition - Payoff Co. Loan 3,522 236,000 236,000 236,000 Subtotal 105,134 7,044,000 236,000 - 4,524,000

CONSTRUCTION/REHABILITATION COSTSRehab ADDTNL PAST INITIAL 37,984 2,544,929 2,544,929 General Requirements 7% 2,917 195,442 195,442 Contractor Overhead 2.0% 1,252 83,855 83,855 Contractor Profit 3% 818 54,807 54,807 Payment & Performance Bond 2.25% 515 34,513 34,513 GL Insurance 6% 494 33,109 33,109 Estimate for Davis Bacon Wage Scale Premium - -

- Construction Contingency 10.00% 6,838 246,167 - Subtotal 50,818 3,192,822 - - 2,946,655

PROFESSIONAL FEES & OTHER SOFT COSTSArchitect Design 1,836 123,000 123,000 Architect Supervision 896 60,000 60,000 Engineering 1,000 67,000 67,000 Bldg report BCI 75 5,000 5,000 Environmental Site Assessment 299 20,000 20,000 Survey (Boundary/Topo/As-Built) 149 10,000 10,000 Building Permits 746 50,000 50,000 Hazard & Liability Insurance (Construction Period) 179 12,000 12,000 Closing Costs/Title Insurance 746 50,000 50,000 Real Estate Taxes/ Fees 358 24,000 24,000 Market Study 119 8,000 8,000 Appraisal 149 10,000 10,000 Accounting/Audit 224 15,000 15,000 Cost Certification 149 10,000 10,000 Legal Fees: Real Estate (Developer) 746 50,000 50,000 Construction Management Fees 896 60,000 60,000 Developer Fees 20,212 1,354,177 1,354,177

CODE

RESIDENTIAL

$636 less $400K

\\mhpserv01\data\Properties\Halpine Hamlet\Financial Models - construction\Pro Forma submitted with Commit Viabilty.xlsS5/17/201110:59 AM


Soft Cost Contingency 1,405 94,166 - LIHTC Consultant Basis eligible 218 14,634 14,634 Subtotal 30,403 2,036,977 - 1,942,811

FINANCING COSTSConstruction Loan Interest - CDA % Expensed = 4.55% 8,847 406,656 406,656

-

CDA - Bond costs (issuance, legal, underwriter, etc.) 3,111 143,000 143,000 CDA - Risk Share Application Fee 156 7,150 - CDA - Origination Fees 2,333 107,250 107,250 CDA - Initial MIP - Construction Period 1,556 71,500 71,500 CDA - Legal 467 21,000 21,000 Title and Recording 889 40,000 40,000

Other Permanent Loan Cost: 556 25,000 - - Subtotal 17,914 821,556 - - 789,406

TAX CREDIT & SYNDICATION COSTSTax Credit Application Fees Eligible?(Y/N) Y 15 1,000 - Tax Credit Compliance Monitoring Fees - Legal/Organizational Fees (Developer) 149 10,000 10,000 Fund Legal % Amortized 50.00% - Tax Credit Consultant Eligible?(Y/N) Y 149 10,000 - 10,000 Other Syndication Costs: - 0Subtotal 313 20,999 - - 20,000

START-UP COSTS, RESERVES & ESCROWSTenant Relocation (Basis Eligible) - - Operating Reserves (Capitalized) #VALUE! 6.20 5,806 388,980Replacement Reserve (Capitalized) 1,493 100,000Subtotal 7,298 488,980 - - -

TOTAL APPLICATION OF FUNDS 203,065 13,605,334 236000 0 10,222,872

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Project name Halpine Hamlet RENT, EXPENSE AND TIMING ASSUMPTIONS

Market rate units: 15 50% Units:17 60%Units: 35Run Date: 5/10/2011RESIDENTIAL RENTAL INCOME ASSUMPTIONS

Income Avg. Percent Monthly Monthly Annual Required MaximumRestriction Number of Number Utility Unit Sq. Market Below Rent per Rental Rental Rental Tenant Restricted Percent of

UNIT DESCRIPTION (% of AMI) Bedrooms of Units Allowance Net Rent Footage Rents Market Sq. Foot Allowance Income Income Income Rent (Gross) Median1 BRs (HOME low) 50% 1 2 $100 $865 754 $1.15 965 1,730 20,760 38,600 49.73%1 BRs (HOME high) 60% 1 6 $100 $995 754 $1.32 1,095 5,970 71,640 43,800 56.43%1 brs (1A) 60% 1 11 $100 $995 754 $1.32 1,095 10,945 131,340 43,800 56.43%1 brs (Market) Market 1 7 $100 $1,150 754 $1.53 1,250 8,050 96,600 50,000 64.41%

2 brs (HOME low) 50% 2 2 $135 $1,020 870 $1.17 1,155 2,040 24,480 46,200 49.60%2 brs (HOME high) 60% 2 7 $135 $1,100 870 $1.26 1,235 7,700 92,400 49,400 53.03%2 brs (2A) 60% 2 19 $135 $1,100 870 $1.26 1,235 20,900 250,800 49,400 53.03%2 brs (2B) 60% 2 5 $135 $1,100 870 $1.26 1,235 5,500 66,000 49,400 53.03%2 brs (Market) Market 2 8 $135 $1,300 1004 $1.29 1,435 10,400 124,800 57,400 61.62%

Percent affordable 77.61%Precent market 22.39%

- - - TOTAL 67 $1,093 56346 0 73,235 878,820 $48,579 55.91%

0

RENTAL ASSUMPTIONS: Residential Commercial Total Per UnitLegal 1,300 19

No. Months of Rent in Year 1 12 12 Audit escrow 10,000 149No. Months of Expenses in Year 1 12 12 Total Professional Fees 11,300 169No. Months Depreciation in Year 1 12 12 Office Rent and Expenses 13,000 194Annual Rent Increase 2.0% 2.0% Payroll and Payroll Taxes 47,000 701Annual Rent Increase (Year 1 - 2 only) 2.0% 2.0% Workmen's Comp & Emp Benefits (see insurance) 0 0Annual Expense Increase 3.0% 3.0% Misc. Administrative Expenses 1,000 15Annual Expense Increase (Year 1 - 2 only) 3.0% 3.0% Total Administrative 61,000 910Vacancy Loss, Year 1 5.0% 5.0% Gas/ COMMON SPACE ONLY estimate 13,280 198Vacancy Loss Years 2-16 5.0% 5.0% Electricity 8,000 119Property Management Fee 5.0% Water/Sewer (10% savings w/low flow fixtures) 27,419 409Replacement Reserve 325 Other -Other Income (based on 2011 budget) 11,200 Total Utilities 48,699 727 61$ PUPMInterest on Reserve Accounts 2.0% Extermination 4,300 64Median Income--Year--County/MSA $103,500 2010 Trash Removal 13,000 194HUD Statistical Area (MSA, PSA, CountyDC Security 300 4

Supplies & Salaries 78,206 1,167Repair Contracts/Labor (in numbers above) 0 0

TAX CREDIT ASSUMPTIONS Painting/Decorating/Supplies 6,000 90Grounds Maintenance (and snow removal) 16,500 246 RE Taxes

Year of Credits Allocation: 2011 5% Elevator 0 0 No PILOT PILOTTax Credit Rate Lock Date: Other 4,600 69 59,547 8108

RATE Total Repairs and Maintenance 122,906 1,834Acquisition Credit Rate: 3.33% Total Marketing and Leasing 7,100 7,100 106New Construction/Rehab Rate: 9.00% Total Real Estate Taxes 8,108 8,108 121

Total Insurance (peril, health, license, w. comp) 27,027 27,027 403DDA/QCT Basis Boost 100.00% Total Property Management Fee 42,392 42,392 633 5.0%Applicable Fraction (% TC Units) 78% Partnership Management Fee (Must Pay) 0Acquistion Basis - 4% 7,459,022 CDA MIP in rate 33,977 507New Construction/Rehab Basis - 9% 0% Reserve for Replacement 0Max. Proposed Credits $248,385 Total Other Fees 33,977 507Tax Credit Allocation ` CDA Monitoring Fee 2,345 35Equity Price 0.87$ Misc. Expense-AMF from cash flMHP Asst. Admin Fee 0 4%Tax Credit Equity $2,160,953 Total Miscellaneous Expenses 2,345 35

Total Operating Expenses/Unit 364,854 5,446

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Project name Halpine Hamlet CASH FLOW (PAGE 1)

RUN DATE:1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

RENTAL INCOME Year: 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 TOTALYr. 1 Vacancy Inflator

Gross Rental Income - Residential 102% 878,820 896,396 914,324 932,611 951,263 970,288 989,694 1,009,488 1,029,678 1,050,271 1,071,277 1,092,702 1,114,556 1,136,847 1,159,584 1,182,776 16,380,577Other Income - Residential 102% 11,200 11,424 11,652 11,886 12,123 12,366 12,613 12,865 13,122.6 13,385.0 13,652.7 13,925.8 14,204.3 14,488.4 14,778.2 15,073.7 208,760 Less Vacancy (Year 1/Years 2-16) 5% 44,501 45,391 46,299 47,225 48,169 49,133 50,115 51,118 52,140 53,183 54,246 55,331 56,438 57,567 58,718 59,892 829,466 103% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% # 0%Other Income - Commercial 102% 0 Less Vacancy (Year 1/Years 2-16) 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%NET RENTAL INCOME 845,519 862,429 879,678 897,271 915,217 933,521 952,192 971,235 990,660 1,010,473 1,030,683 1,051,297 1,072,323 1,093,769 1,115,644 1,137,958 15,759,871

EXPENSESInflator

Total Professional Fees 103% 11,300 11,639 11,988 12,348 12,718 13,100 13,493 13,898 14,315 14,744 15,186 15,642 16,111 16,594 17,092 17,605 227,773Total Administrative 103% 61,000 62,830 64,715 66,656 68,656 70,716 72,837 75,022 77,273 79,591 81,979 84,438 86,971 89,580 92,267 95,035 1,229,566Total Utilities 103% 48,699 50,159 51,664 53,214 54,810 56,454 58,148 59,892 61,689 63,540 65,446 67,409 69,431 71,514 73,659 75,869 981,597Total Repairs and Maintenance 103% 122,906 126,593 130,391 134,303 138,332 142,482 146,756 151,159 155,694 160,365 165,176 170,131 175,235 180,492 185,907 191,484 2,477,406Total Marketing and Leasing 103% 7,100 7,313 7,532 7,758 7,991 8,231 8,478 8,732 8,994 9,264 9,542 9,828 10,123 10,427 10,740 11,062 143,115Total Real Estate Taxes 103% 8,108 8,351 8,602 8,860 9,126 9,400 9,682 9,972 10,271 10,579 10,896 11,223 11,560 11,907 12,264 12,632 163,433Total Insurance (peril, health, license, w. comp) 103% 27,027 27,838 28,673 29,533 30,419 31,332 32,272 33,240 34,237 35,264 36,322 37,412 38,534 39,690 40,881 42,107 544,781Total Property Management Fee 103% 42,392 43,121 43,984 44,864 45,761 46,676 47,610 48,562 49,533 50,524 51,534 52,565 53,616 54,688 55,782 56,898 788,110Total Other Fees 103% 33,977 34,996 36,046 37,127 38,241 39,388 40,570 41,787 43,041 44,332 45,662 47,032 48,443 49,896 51,393 52,935 684,866Total Miscellaneous Expenses 103% 2,345 2,415 2,487 2,562 2,639 2,718 2,800 2,884 2,971 3,060 3,152 3,247 3,344 3,444 3,547 3,653 47,268

TOTAL EXPENSES: 364,854 375,255 386,082 397,225 408,693 420,497 432,646 445,148 458,018 471,263 484,895 498,927 513,368 528,232 543,532 559,280 7,287,915

NET OPERATING INCOME 480,665 487,174 493,596 500,047 506,524 513,024 519,546 526,087 532,642 539,211 545,788 552,370 558,954 565,536 572,112 578,678 8,471,956Operating Reserve 103% 0Replacement Reserve 103% 21,775 22,428 23,101 23,794 24,508 25,243 26,000 26,781 27,584 28,411 29,264 30,142 31,046 31,977 32,937 33,925 438,916NOI ADJUSTED FOR RESERVES 458,890 464,746 470,495 476,253 482,016 487,781 493,546 499,307 505,058 510,799 516,524 522,228 527,908 533,559 539,176 544,753 8,033,0400

DEBT SERVICE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 TOTAL

CDA - CDA Risk Share NIBP 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 Loan Balance 7,150,000 $7,085,504 ######### ######### ######### ######### ######### ######### ######### ######### ######### ######### ######### ######### ######### ######### ######### Principal Paid 64,496 $67,492 $70,628 $73,910 $77,344 $80,937 $84,697 $88,633 $92,750 $97,060 $101,569 $106,288 $111,227 $116,394 $121,802 $127,461 1,482,688 Interest Accrued 0 Interest-Paid 4.55% 323,991 320,994 317,859 314,577 311,143 307,550 303,789 299,854 295,736 291,427 286,918 282,199 277,260 272,093 266,685 261,026 4,733,102Total 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 388,487 6,215,790DSC Ratio-1st Mortgage 1.18 1.20 1.21 1.23 1.24 1.26 1.27 1.29 1.30 1.31 1.33 1.34 1.36 1.37 1.39 1.40

CDA - MHRP 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 192 Loan Balance 500,000 $494,830 $489,449 $483,848 $478,020 $471,954 446,878 421,801 396,725 371,649 346,572 321,496 296,420 271,343 Principal and Interest 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 401,221 Interest Accrued Interest Paid 4%Total Paid 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 25,076 401,221DSC Ratio-1st, MHRP 1.11 1.12 1.14 1.15 1.17 1.18 1.19 1.21 1.22 1.24 1.25 1.26 1.28 1.29 1.30 1.32

CDA - Be SMART 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 192 Loan Balance 427242 $421,629 $415,845 $409,886 $403,745 $397,417 $390,897 $384,178 $377,255 $370,122 $362,772 $355,198 $347,393 $339,352 $331,065 $322,527 $313,729 Principal and Interest 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 293,656 Interest Paid 4%Total Paid 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 18,354 293,656DSC Ratio-1st, MHRP, BeSMART 1.06 1.08 1.09 1.10 1.12 1.13 1.14 1.16 1.17 1.18 1.20 1.21 1.22 1.24 1.25 1.26

MHP Asset Mgmt Fee 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 192Fee 33,821 34,497 35,187 35,891 36,609 37,341 38,088 38,849 39,626 40,419 41,227 42,052 42,893 43,751 44,626 45,518 630,395

04% 0

Amount Paid 0Total Paid 33,821 34,497 35,187 35,891 36,609 37,341 38,088 38,849 39,626 40,419 41,227 42,052 42,893 43,751 44,626 45,518 630,395DSC Ratio-1st, 2nd, 3rd, 4th Mortgage 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.13 1.14 1.15 1.16 1.17 1.18 1.19Cash Flow Remaining to pay HOME Funds (6,847) (1,668) 3,391 8,445 13,491 18,523 23,542 28,541 33,515 38,464 43,380 48,260 53,099 57,892 62,633 67,318

CASH FLOW (PAGE 2) DATE: 5/17/2011

DRAFT

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Year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 TOTAL1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

COUNTY HOME 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 Loan Balance 2550000 2550000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 2,550,000 Principal Paid 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Interest Accrued 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Amount Paid 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Total Paid 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0DSC Ratio-1st, 2nd, 3rd, 4th, 5th Mortgage

OPERATING CASH FLOW 45,327 51,182 56,932 62,689 68,453 74,218 79,983 85,744 91,495 97,236 102,961 108,665 114,345 119,996 125,612 131,190 785,634

\\mhpserv01\data\Properties\Halpine Hamlet\Financial Models - construction\Pro Forma submitted with Commit Viabilty.xlsCF5/17/201111:01 AM


Halpine Hamlet Projected Predevelopment Draw Schedule--NIBP

3/8/2011

Uses of Funds

Predevelopment Budget December

1, 2010 - Construction

Closing March 2011 April May June July August Sept October Closing Nov Total At Acquisition

excl. Prev. Spent -

Professional Fees and Other Soft Costs - -

1447 91,204 20,000 20,000 20,000 20,000 6,204 5,000 91,204 1447 Architect Reimbursables 1,000 250 250 250 250 1,000 1448 - 1449 12,500 6,250 6,250 12,500 1452 5,000 5,000 5,000 1453 - 1454 10,000 10,000 10,000 1457 - 1459 - 1459 - 1461 - 1462 - 1463 - 1464 5,000 1,000 1,000 1,000 1,000 1,000 5,000 1465 9,500 9,500 9,500 1466 6,000 1,000 1,000 1,000 1,000 1,000 1,000 6,000 1467 - 1469 10,596 2,000 2,000 1,000 1,000 1,000 1,596 2,000 - 10,596 1470 Other Soft Cost Bank Fees 200 50 50 50 50 200

151,000 20,000 45,050 30,550 33,300 9,504 8,000 2,596 2,000 - 151,000 - -

Financing Fees and Charges - - -

1473 - 1477 - 1477 140,000 140,000 140,000 1477 - 1479 - 1485 -

- 140,000 - - - - - - - 140,000 - 140,000

- - - -

1489 - - - -

- - - - - - - - - - - - - - -

1340 - - 1350 - -

15,000 3,000 3,000 3,000 3,000 3,000 - 15,000 15,000 - 3,000 3,000 3,000 3,000 3,000 - - - 15,000

- -

306,000 20,000 48,050 33,550 36,300 12,504 11,000 2,596 142,000 - 306,000 -

21,000 20,000 1,000 21,000 285,000 - 47,050 33,550 36,300 12,504 11,000 2,596 142,000 - 285,000

- - -

306,000 20,000 48,050 33,550 36,300 12,504 11,000 2,596 142,000 - 306,000

- - - - - - - - -

Architect Design

Architect's Supervision FeeEngineeringEnvironmental ReportSurveysPermitsInsuranceReal Estate Taxes--PILOTReal Estate taxes--non-PILOT to be refunded eventually

Consultant FeesConstruction Management FeesDeveloper Fee

AppraisalAccounting AuditCost CertificationReal Estate Attorney - MHP

Soft Cost Contingency

Total Fees

Acquistion loan fees

Financing fee/points-Perm FinancingPermanent Loan Legal FeeConstruction Loan Due Diligence

Construction Loan Title & RecordingAcqusition Lender LegalOther acq cost ext fees (initial bond deposit fee 2%)Other Acq. Loan Cost cost of caps

Total Fees and Charges

Syndication Related CostsTC Application, Reservation, & Allocation FeeTC Legal FeeTotal Syndication Related Costs

Reserves & Relocation

Operating Reserve**Replacement ReserveRelocationTotal Reserves & Relocation

Total Uses

Sources of Funds

SURPLUS/DEFICIT

TOTAL SOURCES

HIF (County)MHP funds





The Board of Directors of Montgomery Housing Partnership, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, members of the Board Development Committee have received the nomination of Cynthia Bar, reviewed her credentials, interviewed her, and recommended her for approval to the full Board; NOW THEREFORE, BE IT RESOLVED, Cynthia Bar shall be appointed to the Board of Directors. Her initial term shall begin on July 1, 2011 and end on June 30, 2014. IN WITNESS WHEREOF, This certification has been signed on behalf of the Corporation by its Assistant Secretary, the 24th day of May, 2011. _________________________ Jill Goodrich, Assistant Secretary


Cynthia Bar Senior Counsel Bethesda t: 301-664-7606 e: [email protected]

Cynthia ("Cindy") M. Bar, senior counsel in the Bethesda office of Holland & Knight, practices in the area of land use and zoning in Montgomery County, Md.

Ms. Bar's real estate transactions experience includes title work, commercial and residential settlements, drafting of contracts, easements, rights of ways, deeds, leases, land development agreements and other real estate documents.

Ms. Bar's experience includes representing zoning approvals, master plan amendments, special exceptions, and obtaining development plan and subdivision and site plan approvals for her clients. On behalf of her clients, she has appeared before the Montgomery County Planning Board, the Board of Appeals, the Zoning and Hearing Administrator, and the County Council.

In the community, Ms. Bar works as a parent volunteer at Woodacres Elementary School in Bethesda, Md.

Memberships

• Montgomery County Building Industry Association • Leadership Montgomery, Graduate





The Board of Directors of Montgomery Housing Partnership, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, members of the Board Development Committee have received the nomination of Richard Smith, reviewed his credentials, interviewed him, and recommended him for approval to the full Board; NOW THEREFORE, BE IT RESOLVED, Richard Smith shall be appointed to the Board of Directors. His initial term shall begin on July 1, 2011 and end on June 30, 2014. IN WITNESS WHEREOF, This certification has been signed on behalf of the Corporation by its Assistant Secretary, the 24th day of May, 2011. _________________________ Jill Goodrich, Assistant Secretary


RICHARD B. SMITH Tel. 301 320 2835 7910 Riverside Drive Fax. 301 229 1056 Cabin John, Maryland 20818 Cell. 202 345 3459 [email protected]

Experience

Vornado/Charles E. Smith 2005-2010 Senior Vice President, Development Directed Vornado’s Washington DC area market residential development projects including 220 20th Street, a 265 unit, 20 story luxury LEED Certified high rise redevelopment, Crystal City (Delta Associates Best Adaptive Reuse Project, 2009), and West End 25, a 283 unit, 10 story luxury high rise LEED Gold redevelopment, West End DC (Delta Associates Best Adaptive Reuse Project, 2010). Oversaw planning and repositioning of River House Apartments (1,483 units-35 acres, acquisition, repositioning and redevelopment planning, Pentagon City, Arlington Va). Coordinated planning on longer-term mixed use projects including Pentagon City, Springfield Mall and Rosslyn Plaza. Piedmont Ventures 2003-2005 Principal Founded investment/development/consulting company active in Washington D. C. market area for infill development and redevelopment. Projects include Boulevard Towns (Arlington townhouse rezoning), Arnet Lanes (Montgomery County subdivision), Blakey Ridge Vista (Madison County subdivision), Pocomoke Street, 35th Street (Arlington infill sf/redevelopments). Consulting on CityVista (Wax Museum 800,000 sf mixed use redevelopment, 5th and K, DC), and conservation tax credit development/sales. Capital Properties 2000-2003 Managing Director, Development Directed company’s residential and commercial development and redevelopment projects, including acquisition, redevelopment and construction of 320,000 sf office building into Park Bethesda Apartments, 258 units (2001 Best Residential Deal, Washington Business Journal), predevelopment of Atheneum Center repositioning, Cambridge, Mass. 305,000 sf office/retail, 424 apartments, and predevelopment of Adriaen’s Landing, Hartford, Ct. 240,000 sf retail, 420 apartments. Charles E. Smith Residential 1997-2000 Vice President of Development Responsible for the development of Washington D.C. area multifamily projects including Alban Towers Apartments (228 units, NAHB/Pillars Best Multifamily Community, Best Redevelopment/Repositioning of an Apartment Community), Park Connecticut Apartments (142 units, NAHB/Pillars Marketing Award), Reston Landing (400 units), and Arlington Courthouse Place (564 units, Delta Design and Leasing Awards). Mr. Smith was also responsible for sourcing and analyzing new development opportunities in the Washington D. C. area market.


Trianon Consultants/Gyrofalcon Group 1991-1997 Partner Founded and directed a real estate and asset management consulting company group with public and private client base. Selected client assignments included Charles E. Smith Companies, U. S. Small Business Administration, Receiver for five SBIC’s with asset value of $110,000,000, pension fund advisory due diligence services, and Gyrofalcon Group real estate development and asset management functions. Directed redevelopment and renovation of 303 room Elbow Beach Hotel, Bermuda. Linpro Company 1987-1991 Partner Promoted from Development Director to youngest Partner in The Linpro Company, with responsibility for development and property management of residential development projects in Virginia. Oxford Development Corporation 1984-1987 Development Associate Promoted to Development Associate with co-responsibility for development of 1,300 units. Began Oxford career as Management Associate with financial responsibility for a lease-up and stabilized management portfolio of 2,600 units from New Hampshire to Virginia.

Education Georgetown University- MBA with a concentration in Finance 1982-1984 Vassar College - BA in English Literature, minor in Architectural History 1977-1982 St. Albans School 1977

Other Member, Urban Land Institute. Advisory Board of D. C. Habitat for Humanity Advisory Board Heroes and Hope Member, Board of Directors of two local small businesses.


BOARD MEETING NOTICE

MHP BEALL’S, INC.

Date: Tuesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Community Center Pembridge Square Apartments 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10 AGENDA Resolution # 11-01 – Annual Election of Officers


RESOLUTION 11-01

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP BEALL’S, INC.

The Board of Directors of MHP Beall’s, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Beall’s, Inc. Gail Scott-Parizer - President Rhonda Cunningham Holmes – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Beall's, Inc\Beall's RESOLUTION 11-01 (Election of Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 32 of 72


MHP BLAIR PARK APTS., INC.

Date: Tuesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Community Center Pembridge Square Apartments 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10 AGENDA Resolution # 11-02 – Blair Park Apartments, Inc. – Annual Election of Officers


RESOLUTION 11-02

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP BLAIR PARK APTS., INC.

The Board of Directors of MHP Blair Park Apts., Inc. (The "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Blair Park Apts., Inc. Charles Bay – President Gail Scott-Parizer – Secretary Gina Williams – Treasurer Robert Goldman – Vice President Jill Goodrich – Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Blair Park, Inc\Blair Park Resolution 11-02 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 34 of 72


MHP DRHC INC.

Date: Tuesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Apartments Community Center 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10 AGENDA

1. Resolution 11-03 – Annual Election of Officers


RESOLUTION 11-03

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP DRHC, Inc.

The Board of Directors of MHP DRHC, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP DRHC, Inc. Vicki Davis - President Faten Alajmi – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP DRHC, Inc. (Dring's Reach)\DRHC (Dring's) Resolution 11-03 (Election of Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 36 of 72


MHP EDINBURGH HOUSE, INC.




RESOLUTION 11-03

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP EDINBURGH HOUSE, INC.

The Board of Directors of MHP Edinburgh House, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Edinburgh House, Inc. Robert Fossi - President Charles Bay – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Edinburgh House Inc\Edinburgh RESOLUTION 11-03 (subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 38 of 72


MHP EDH, INC.

Date: Wednesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Apartments Community Center 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10 AGENDA



RESOLUTION 11-03

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP EDH, Inc.

The Board of Directors of MHP EDH, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP EDH, Inc. Robert Fossi - President Vicki Davis – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP EDH, Inc\EDH Resolution 11-07 (Election of Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 40 of 72


MHP GREAT HOPE HOMES, INC.

Date: Tuesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Community Center Pembridge Square Apartments 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10

AGENDA



RESOLUTION 11-03

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP GREAT HOPE HOMES, INC.

The Board of Directors of MHP Great Hope Homes, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Great Hope Homes, Inc. Rhonda Cunningham Holmes - President Linda Kelly – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Great Hope Homes, Inc\GHH Resolution 11-03 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 42 of 72


MHP GREENWOOD TERRACE APTS., INC.


AGENDA

1. Resolution #11-02 – Annual Election of Officers


RESOLUTION 11-02

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP GREENWOOD TERRACE APTS., INC.

The Board of Directors of MHP Greenwood Terrace Apts., Inc. (The "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Greenwood Terrace Apts., Inc. Stephen Holmquist - President Juan Holcomb – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Greenwood Terrace Apts., Inc\Greenwood RESOLUTION 11-02 (subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 44 of 72


MHP LANDING’S EDGE, INC.




RESOLUTION 11-02

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP LANDINGS EDGE, INC.

The Board of Directors of MHP Landing's Edge, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Landing's Edge, Inc. Robert Mitchell - President Vicky Carrasco – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Landing's Edge, Inc\RESOLUTION 11-02 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 46 of 72


MHP MAPLE TOWERS, INC.

Date: Tuesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Community Center 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10 AGENDA Resolution # 11-01 – Annual Election of Officers


RESOLUTION 11-01

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP MAPLE TOWERS, INC.

The Board of Directors of MHP Maple Towers, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Maple Towers, Inc. Rhonda Cunningham Holmes - President Robert Fossi – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Maple Towers, Inc\Maple Towers Resolution 11-01 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 48 of 72


MHP MPDU RENTAL, INC.




RESOLUTION 11-02

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP MPDU RENTAL, INC.

The Board of Directors of MHP MPDU Rental, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP MPDU Rental, Inc. Vicky Carrasco - President Linda Kelly – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP MPDU Rental, Inc\MHP MPDU Rental Resolution 11-02 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 50 of 72


MHP MPDU RESALE, INC.




RESOLUTION 11-02

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP MPDU RESALE, INC.

The Board of Directors of MHP MPDU Resale, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP MPDU Resale, Inc. Vicky Carrasco - President Linda Kelly – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP MPDU Resale, Inc\MHP MPDU RESALE Resolution 11-02 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 52 of 72


MHP PARKVIEW MANOR, INC.

Date: Tuesday, May 24, 2011 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Community Center 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Michael Scheidt at 301-622-2400, extension 10 AGENDA

1. Resolution # 11-02 – Annual Election of Officers


RESOLUTION 11-02

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PARKVIEW MANOR, INC.

The Board of Directors of MHP Parkview Manor, Inc. (The "Corporation"), a Maryland stock corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers:

MHP Parkview Manor, Inc. Juan Holcomb - President Charles Bay - Secretary Gina Williams – Treasurer Robert A. Goldman - Vice President Jill Goodrich – Assistant Secretary

BE IT FURTHER RESOLVED, that the President, Vice President, and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Directors by its Assistant Secretary this 24th day of May, 2011. ________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Parkview Manor,Inc.(GP)\Parkview Manor RESOLUTION 11-02 (Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 54 of 72


MHP PEMBRIDGE, INC.


AGENDA

1. Resolution #11-03 – Annual Election of Officers


RESOLUTION 11-03

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PEMBRIDGE, INC.

The Board of Directors of MHP Pembridge Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Pembridge Inc. Ali Solis - President Bob Mitchell - Secretary Gina Williams - Treasurer Robert Goldman – Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Pembridge, Inc. [GP]\Pembridge Resolution 11-03 (Election of Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 56 of 72


MHP SCATTERED SITE, INC.




RESOLUTION 11-01

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP SCATTERED SITE, INC.

The Board of Directors of MHP Scattered Site, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011 the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Scattered Site, Inc. Ali Solis - President Gail Scott-Parizer – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Scattered Site, Inc\2011\SSI Resolution 11-01 ( Annual Election of Officers).doc MHP Board MeetingMay 24, 2011Page 58 of 72


MHP TAKOMA, INC.





MHP Takoma, Inc.

The Board of Directors of MHP Takoma, Inc. (the "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a Maryland corporation acting as the managing member of MHP TPP, LLC; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors of the Corporation elects the following officers: MHP Takoma, Inc. Vicki Davis - President Stephen Holmquist - Secretary Gina Williams – Treasurer Robert A. Goldman - Vice President Jill Goodrich – Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President, Secretary, and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Takoma, Inc\Takoma Resolution 11-03 (Annual Election of Officers).doc MHP Board MeetingMay 24, 2011Page 60 of 72


MHP TOWN CENTRE, INC.




RESOLUTION 11-03

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP TOWN CENTRE, INC.

The Board of Directors of MHP Town Centre, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on May 24, 2011, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation is required to appoint Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers: MHP Town Centre, Inc. Faten Alajmi - President Vicki Davis – Secretary Gina Williams - Treasurer Robert Goldman - Vice President Jill Goodrich - Assistant Secretary BE IT FURTHER RESOLVED, that the President, Vice President and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of May 2011. _________________________________ Jill Goodrich, Assistant Secretary

S:\Board\RESOLUTIONS\MHP Town Centre, Inc. (Beall's Grant)\Town Centre Resolution 11-03 (Election of Subcorp Officers).doc MHP Board MeetingMay 24, 2011Page 62 of 72

UNAUDITEDINTERNAL USE ONLY

Prior Year 2010 4 Mos Total 2011 2011

ACTUALS BUDGET 04-11 VARIANCE ACTUALS BUDGET NOTES REVENUES (Unrestricted)

Development fees 110,822$ 128,000$ (17,178)$ 64,668$ 1,409,000$ Government Contract Income 69,835 55,000 14,835 46,292 210,000 Donations and Grants 206,718 148,300 58,418 199,911 395,500 Corp.Sponsors were up from Golf event

Fees from Affiliated Entities 446,317 441,455 4,862 513,209 1,373,340 Last Yr. Incentive fees paid earlier

Special events 22,925 27,000 (4,075) 143,330 35,000 Last Year included Gala

Gain from debt forgiveness 2,450 3,200 (750) 62,200 9,600 Last Year included Comm. Life County fees

Interest and investment income 12,119 14,088 (1,969) 2,739 67,000 Other income 2,835 400 2,435 - 5,200

TOTAL REVENUES 874,021$ 817,443$ 56,578$ 1,032,349 3,504,640

EXPENSESSalaries and Benefits 694,740$ 679,960 (14,780) 670,228 2,084,015 Benefits -Hlth. Ins. Increased No. participants

Community Life Prog. 42,771 56,764 13,993 44,071 170,300 Budget was increased for 2 add'l programs

Program services 70,581 41,100 (29,481) 52,247 102,800 Major overage - Benevon training $14K

Fundraising 11,026 15,600 4,574 53,667 22,000 Last Year included Gala costs

Overhead / Facility costs 104,940 111,004 6,064 109,568 384,320 Current year Copier & Teleph. Costs are down

TOTAL EXPENSES 924,058 904,428 (19,630) 707,473 2,763,435

Increase in Net Assets Accrual Basis (50,037)$ (86,985)$ 36,948$ (149,541)$ 741,205$

Statement of Revenues and ExpensesFor the 4 Months Ending Apr. 30, 2011

Year 2011 To Date

Montgomery Housing Partnership, Inc.


Montgomery Housing Partnership, Inc.Summary of Cash Accounts - Balances

12/31/10 04/30/11 Net Change Balance Balance Increase

(Decrease)UNRESTRICTED CASH

Wachovia Operating & Sweep Insvtmt Acct. 657,886$ 542,628$

M & T (temp. depository) 44,508 183,641

Bank of America checking acct. 159,633 25,000

Bank of Amer. Money Market 97,281 97,295

Chevy Chase Money Market 264,605 265,456

Chevy Chase CDARS Account (less than 90 days) 1,254,000 1,254,000

Petty cash Accounts ( 2 ) 250 250

Total Unrestricted Operating Cash 2,478,162 2,368,270 (109,892)

CASH INVESTED IN TIME DEPOSITS (Over 90 days maturity)

Wachovia Securities ( CDs) 1,675,068 1,676,028

P N C (Certificate) 102,478 102,478

United Bank ( Certificate) 114,685 114,897

Sandy Spring ( Certificate) 110,194 110,276

Total Unrestricted Invested Cash 2,002,425 2,003,679 1,255

TEMPORARY RESTRICTED CASHWachovia IDA Checking 41,262 41,222Citibank IDA Master Acct 22,180 22,180

Total Temp. Restricted Cash 63,442 63,402 (40)

TOTALS 4,544,029$ 4,435,351$

Dec. 31, 2010 Total 4,544,029$

Increase (Decrease) in Cash Balances (108,678)$ (108,678)$


Fundraising Goals & Achievements 2011 For 4 Months ending April 30, 2011

2009 Goal 2009 Actual 2010 Goal 2010 Actual 2011 Goal 2011 ActualIndividual Giving Major Gifts ($1,000+) 37,000 27,150$ 30,000 35,700$ 60,000$ 13,027$ Individual Gifts (< $1,000) 13,000 14,145$ 20,000 13,151$ 24500 2590 Workplace Giving 5,700 8,136$ 7,000 3,551 3500 1689Subtotal $55,700 49,431$ $57,000 52,402$ 88,000$ 17,306$

Corporate Giving Corporate Sponsor 55,000 10,000$ 35,000 66,500$ 20,000$ Corporate gifts – non-sponsor 2000 9,800$ 5000 26,500$ 500 163 Corporate gifts – tax credits 8,500 11,000$ 11,000 6,000$ 3,000 In Kind Gifts 31,338$ 34,262 1,935Subtotal $65,500 62,138$ $51,000 66,762$ 70,000$ 22,098$

Organizations Faith-based Organizations 8,000 6,240$ 5,000 5,560$ 6,500$ 2,000$ Civic Organizations 1,000 400$ 500 1,191 1,000 1,050Subtotal $9,000 6,640$ $5,500 6,751$ 7,500$ 3,050$

Foundations Fannie Mae 50,000 38,508$ 35,000 39,431$ 5,000$ 33,514$ Foundation grants-programs 180,000 227,900$ 250,000 489,600 520,000 130,750Subtotal $230,000 266,408$ $285,000 529,031$ 525,000$ 164,264$

Government Government contracts 250,000 311,164$ 250,000 154,997$ 220,000$ 69,681$ Government grants - Debt Draw 180,000 241,190$ 180,000 195,585 160,000 8,136Subtotal $430,000 552,354$ $430,000 350,582$ 380,000$ 77,817$

Events Community Life 1,635$ 2,000$ Golf Tournament 22,000 35,151$ 15,000 26,720$ 40,000 22,925$ Gala 60,000 99,325$ 123,175 152,655$ Subtotal $82,000 134,476$ $138,175 181,010$ 42,000$ 22,925$

TOTAL $872,200 1,071,448$ $966,675 1,186,538$ $1,112,500 307,460$

NW Capital Funding 2009 Actual 2010 Goal 2010 Actual70,000 $300,000 $639,500MHP Board Meeting

May 24, 2011Page 65 of 72

Foundation Proposal Tracking Sheet FY 2011

Foundation Name Ask Submitted Purpose Decision Award Received

Approved:Fannie Mae HTH 40,000.00 4/30/2010 CL approved 33,524.04 3/18/2011NW OU 100,000.00 general 105,750.00 2/22/2011Enterprise 45,000.00 12/7/2010 general approved 45,000.00Saint Mark Presbyterian 10,000.00 12/20/2010 CL approved 2,000.00 4/27/2011Excel Beyond the Bell 20,000.00 3/7/2011 CL Youth approved 20,000.00 4/11/2011County Exec Grant 50,000.00 1/28/2011 Homework clubs recommend 25,000.00

Pending:MCCF 10000 12/1/2010 CL pendingCounty Council Grant 50,000.00 1/28/2011 Homework clubs pending $25,000 recommendedMD Production Grant 13,000.00 3/11/2011 Maple Towers pendingMD Production Grant 13,000.00 3/11/2011 Parkview Towers pending

Declined:CDBG 45,000.00 09/29/10 CL declinedTakoma Foundation 2,500.00 3/25/2011 MT Mural declinedMAHT 150,000.00 3/10/2011 Halpine Hamlet declined


Property Performance Within the PortfolioNWO Quarterly Report - Montgomery Housing Partnership

Debt Service Coverage - GOAL 1.15

Property Num. Units DSC

Vacancy Loss, Annualized - GOAL <5%

Property Num. Units % of GPRPer Unit

Collections Rate - GOAL 95%

Property Num. Units Collection Rate

Per UnitGilbert Highland 21 $0Parkview Manor 53 1.16 3$2,422MHP-TPP 75 1.28 3$2,786Pembridge Square 133 1.33 3$5,864Great Hope Homes 104 1.34 3$4,146Halpine Hamlet 67 1.36 3$4,551Amherst Square Apartments 125 1.42 2$4,968Drings Reach 105 1.60 2$5,222Bealls Grant 74 1.83 2$2,936Blair Park Apartments 52 1.98 2$3,188MHP SSI 230 2.03 1$3,848Greenwood Terrace 50 2.20 1$2,503Edinburgh House 45 6.21 1$664

MHP-TPP 75 $41 5.3%Halpine Hamlet 67 $44 4.1%Greenwood Terrace 50 $38 4.0%Pembridge Square 133 $46 4.0%MHP SSI 230 $43 3.8%Amherst Square Apartments 125 $41 3.6%Drings Reach 105 $39 3.3%Gilbert Highland 21 $25 3.0%Bealls Grant 74 $24 2.9%Edinburgh House 45 $25 2.5%Blair Park Apartments 52 $21 2.3%Parkview Manor 53 $14 2.0%Great Hope Homes 104 $10 1.0%

Parkview Manor 53 78.1%Gilbert Highland 21 86.7%Great Hope Homes 104 87.2%MHP-TPP 75 88.7%Drings Reach 105 94.4%Amherst Square Apartments 125 94.6%Blair Park Apartments 52 95.4%Halpine Hamlet 67 95.4%Pembridge Square 133 95.9%Edinburgh House 45 96.9%MHP SSI 230 97.0%Greenwood Terrace 50 98.6%Bealls Grant 74 98.9%


Property Performance Within the PortfolioNWO Quarterly Report - Montgomery Housing Partnership

Annual Turnover - GOAL <30%

Property Num. Units % TurnoverMove-Outs

Average Days Vacant - GOAL 15-30

Property Num. Units Days Vacant

Parkview Manor 53 28 52.8%Halpine Hamlet 67 16 23.9%Drings Reach 105 24 22.9%MHP SSI 230 52 22.6%MHP-TPP 75 12 16.0%Greenwood Terrace 50 8 16.0%Amherst Square Apartments 125 20 16.0%Pembridge Square 133 16 12.0%Edinburgh House 45 4 8.9%Great Hope Homes 104 8 7.7%Blair Park Apartments 52 4 7.7%Bealls Grant 74 4 5.4%Gilbert Highland 21 0 0.0%

Edinburgh House 45 109MHP-TPP 75 106Pembridge Square 133 102Blair Park Apartments 52 80Amherst Square Apartments 125 77Greenwood Terrace 50 74MHP SSI 230 53Great Hope Homes 104 46Drings Reach 105 38Parkview Manor 53 36Halpine Hamlet 67 22Bealls Grant 74 9Gilbert Highland 21 0


January 1 – December 31, 2010

Debt Service Coverage – Goal 1.15

- All properties are above 1.15 DCR

Vacancy Loss, Annualized – Goal <5%

- All properties are at or below 5%

Collection Rate - Goal 95% (based on fourth quarter numbers only)

TPP - Collections dropped in the 4th quarter of 2010 when three Merrimac residents and six

Sligo View residents experienced personal situations causing financial destabilization. Three of these residents were evicted, and the rest have been able to stabilize their rental accounts. The combined TPP property collection rate rebounded to 98.6% in the 1st quarter of 2011.

Parkview Manor

- The collections rate was lower than usual due to the limited site resources being focused heavily on turning-over and re-leasing the extraordinarily high number of units that were vacated during the fourth quarter. The collections number rebounded extraordinarily during the first quarter of 2011 to a rate of 98.3%.

Great Hope Homes

- The collection rate declined in the 4th quarter of 2010 due to several residents losing work. Two of these residents were evicted in the 1st quarter of 2011. In addition, two residents obtained eviction prevention assistance and found new employment. The collections rate for GHH rebounded to 98.8% in the first quarter of 2011.

Gilbert Highlands

‐The collection rate was low in the fourth quarter due to one resident that simply did not pay rent after moving in. At a property with only 21 households, the impact of this one resident’s complete delinquency was very significant. The resident was evicted in March 2011, and the property collections rate improved to 90.8% in the 1st quarter of 2011. We anticipate that the collections rate will improve further now that this former resident is no longer on the property (or in the financial books).

Dring’s Reach

-Dring’s Reach was shy of the 95% goal due to a skip. The resident left owing $2,346. There was also another resident that moved out on September 30th but the write off didn’t occur until October and they left owing $4,217 for a total of $6,563 for the year.


Amherst Square -Amherst Square came in just under the 95% goal due to several move outs that had balances that totaled $8,619.

Quarterly Turnover-Goal <30% (Annualized)

Parkview

- The fourth quarter turnover was unusually high at Parkview Manor because, in addition to normal turnover, four transitional housing contracts ended and transitional families were required to relocate from their Parkview Manor residences. These contracts were renewed with new transitional residents. In addition, normal turnover was high (three units) as a result of lease terminations with respect to individuals whom had lost employment. The annual turnover was actually only 21%; the annualized number is skewed by 7 move-outs.

Average Days Vacant – Goal 15-30 days Pembridge Square

- There were a couple of units that needed HVAC parts that had to be replaced. The parts are so unique that there are very few vendors that carry the items. The items were on back order and delayed the turnover of the unit. We also had a Project-based unit that HOC did not have a referral for. We did send a prospect that was preapproved but after HOC processed the application, it was ultimately denied by HOC. A couple of units were one bedrooms that prospects stated were too small and they took some time to rent. Also had a two bedroom that did not offer enough closet space per prospects. We enlarged the closet and were able to finally lease the unit. There were several prospects that did not meet the credit requirements.

Greenwood

- One resident died so we worked with the family to come to the area and move belongings out of the unit. Three other units were one bedrooms that took time to find qualified prospects. We had income issues once we received the verifications as well as credit issues with a couple other applicants.

Dring’s Reach

- We had a SSIHC program unit that we were waiting on a referral for but the situation with SSIHC changed due to their closure. A couple of other applicants were denied due to not meeting credit requirements. One unit sat for a while due to complaints that the price was too high. The unit was finally rented.

Edinburgh House - We are holding several units for the upcoming renovation. Blair Park


- The units that were available were all one bedrooms and two of the three were on lower floors. One bedrooms have been difficult to rent and we believe this to be the result of the economy and renters pairing up or remaining with families instead of paying the one bedroom rates by themselves.

TPP

- The average days vacant was very high (106 days) in Takoma Park due to the lease-up at Gilbert Highlands. Not only did almost all new qualified candidates move into this newly renovated property, several residents from the TPP properties relocated to Gilbert Highlands as a result of a pre-renovation agreement allowing them to move back to their prior complex. In short, there was a dearth of “left-over” qualified candidates for TPP vacancies while Gilbert Highlands was in the tax credit lease-up phase.

Great Hope Homes

- Great Hope Homes had a higher-than-usual days vacant rate of 46 days due to problems associated with two specific turn units. One unit experienced vandalism just prior to move-in and the other experienced flooding and damage as a result of a burst pipe. As a result of additional repairs required in these units, applicant move-ins had to be postponed.

Parkview Manor

- Parkview Manor had a slightly higher than usual days vacant rate of 36 days due to an unusually large number of transitional homes and one bedroom units becoming available at the same time. Seven units became available and were occupied in the fourth quarter. At a property with only 53 units, this would translate to an extraordinarily high turnover rate of almost 53% if this number of vacancies were to occur every quarter within the year.

Amherst Square

- The main reason for the higher turnover time is due to the fire unit. The unit had to be restored and went through the insurance claim process. We had several PBUs that had several applicants that either cancelled or did not get approved by HOC. A few were not approved due to credit and a cancel due to changing plans of relocating to the area.

SSI

- At Hancock, all were one bedrooms that were available and took some time to rent. The reason for the delay also is a result of the economy as explained for Blair Park. One Browning unit was used as a construction office and there was another unit that was not fully turned until the renovation was completed. We then marketed and leased the units. We had a unit at Glenville with roof issues that had to be resolved prior to turning the unit. At Silver Spring/Nolte we had a basement unit that needed mold prevention improvements. The humidistat fan was on back order. One of the townhomes had an eviction and there was more work that was done in the unit then a usual turn causing a delay in getting it leased. We had a unit with a cancel (could not get in contact with prospect) and another cancel due to prospect not giving proper notice to their current landlord. We had applicants on these units but one ended up cancelling as they found


something closer to their job. Another changed employment midway through the application process and a new verification of employment and income had to be done delaying the process.

Reasons for move-out’s (Equity):

Financial Problems 2.86% Employment Relocation 5.72%

Unit Transfer 2.86% Eviction 2.86%

Rent Increase 0% Purchase Home 17.15% Personal Reasons 25.72% Failure to Recertify 5.72%

Unknown 5.72% Skip 2.86%

Over Income 0 Lease Violations 5.72%

Death 5.72% Late Payment History 2.86% Moved to Senior

Housing 8.58%

Medical Reasons 2.86% Move out of State 2.86%


Date post:	19-Feb-2020
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