12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800 BOARD MEETING NOTICE Date: Tuesday, January 22, 2013 Time: 6:30 p.m. Board Meeting Place: 7610 Maple Community Center ** 7610 Maple Avenue Takoma Park, MD RSVP: Please call Leonor Rivera at 301-622-2400, ext. 10 FINAL AGENDA 6:30 I. NEIGHBORHOODS PRESENTATION II. COMMITTEE MEETINGS III. INFORMATION EXCHANGE A. President’s Report B. Chair’s Report C. Report from Committees IV. CONSENT ITEMS A. Approval of Minutes of November 27, 2012 V. DISCUSSION AND ACTION ITEMS A. Resolution 13-01 – Parkview Towers - Authorization of Building Sale to MHP Parkview Towers, LP B. Resolution 13-02 – Parkview Towers - Authorization to Guarantee Loans C. Resolution 13-03 – Parkview Towers - Authorization to Guarantee the Neg. Arb. LoC D. Resolution 13-04 – Parkview Towers - Authorization of MHP loan to MHP Parkview Towers, LP E. Resolution 13-05 - Annual Leave Policy VI. REPORT FROM SUBSIDIARIES A. MHP Parkview Towers, Inc. – Election of Officers and By-laws approval, Debt Financing, Purchase Authorization, Letter of Credit Guaranty, Authorization for the use of Interim Income for development, and Enterprise Investment and the execution of related agreements Authorization \\mhp-dc\data\Board\Agenda\2013\Jan 13.doc Page 3 Page 6 Page 8 Page 28 Page 31 Page 34 Page 37 Page 40 Page 41
Date: Tuesday, January 22, 2013 Time: 6:30 p.m. Board Meeting Place: 7610 Maple Community Center **
7610 Maple Avenue Takoma Park, MD
RSVP: Please call Leonor Rivera at 301-622-2400, ext. 10
FINAL AGENDA
6:30 I. NEIGHBORHOODS PRESENTATION
II. COMMITTEE MEETINGS
III. INFORMATION EXCHANGEA. President’s ReportB. Chair’s ReportC. Report from Committees
IV. CONSENT ITEMSA. Approval of Minutes of November 27, 2012
V. DISCUSSION AND ACTION ITEMSA. Resolution 13-01 – Parkview Towers - Authorization of Building Sale to MHP Parkview
Towers, LP B. Resolution 13-02 – Parkview Towers - Authorization to Guarantee LoansC. Resolution 13-03 – Parkview Towers - Authorization to Guarantee the Neg. Arb. LoCD. Resolution 13-04 – Parkview Towers - Authorization of MHP loan to MHP Parkview
Towers, LP E. Resolution 13-05 - Annual Leave Policy
VI. REPORT FROM SUBSIDIARIESA. MHP Parkview Towers, Inc. – Election of Officers and By-laws approval, Debt
Financing, Purchase Authorization, Letter of Credit Guaranty, Authorization for the use of Interim Income for development, and Enterprise Investment and the execution of related agreements Authorization
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VII. INFORMATION ITEMSA. Financial Report – to be sent under separate coverB. Fundraising Report – to be sent under separate coverC. Board CalendarD. Asset Management Report
8:30 VIII. ADJOURNMENT
** Directions: From I-495, take Rt. 29 (Colesville Road) South, turn left onto Dale Drive, turn right onto Piney Branch Road, in about a half mile, turn left onto Ritchie Avenue, the property is about a half mile down Ritchie Avenue on the right hand side at the corner of Maple Avenue; please park in the second parking lot at the bottom of the hill; the entrance to the community room will be visible
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Neighborhoods Division Six Month Updates January MHP Board Meeting
Cinnamon Woods HOA • This year, at the request of the County’s Department of Housing & Community
Affairs (DHCA), MHP will assist the Cinnamon Woods neighborhood in developinga new name for its community as part of rebranding / marketing campaign to improvethe image of the community. In 2011, as part of its work for DHCA, MHP conducteda Capital Reserve Study to help the community’s Board in financial planning for theHOA.
• This year, MHP will also be developing an after school program for the community’syouth that focuses on the environment.
Glenmont Neighborhood • In August of 2012, MHP finalized the development of 5 neighborhood
gateway/highway signs that were erected in the medians of Georgia Ave., RandolphRd., and Layhill Rd. to welcome visitors to the Glenmont neighborhood. Anunveiling ceremony was held in September with several local and state officials.
• In November of 2012, MHP built, with the civic association, a “conservation garden”in the middle of a long vacant parcel between Hathway & Weller roads. Thecommunity had wanted to see this lot beautified for some time. This year, MHP willwork with the residents to add to the project through planting of trees and addingbenches or other treatments.
Long Branch Community • For its work with DHCA, MHP continues to publish a quarterly newsletter of the
Long Branch Business League- its circulation has increased, and it has raised theprofile of the local businesses.
• In the summer and fall of 2012, MHP helped the Long Branch Business League toelect officers, develop a logo and a website.
• In October, MHP sent 8 members of the Long Branch Business League toNeighborWorks Community Leadership Institute training in Orlando, Florida. Thetraining has also resulted in a $2,500 grant from NeighborWorks that the Leagueplans to use to sponsor a community building event to raise the profile of LongBranch.
• In 2012, MHP helped to form a committee of artists that regularly attend LongBranch Business League meetings to provide input on arts based revitalizationstrategies. An outgrowth of this, a six panel mural, has been finalized by Class ActsArts and MHP for installation on the Finmark owned building facade near Veronica’sBakery and Universal Supermarket (intersection of Flower & Piney)- installation inJanuary or February 2013.
• MHP spent much of the fall of last year cultivating relationships with other non-profits for a collaboration on a United Way funded project to raise awareness anddiscuss potential policies and resources to preserve affordable housing in light of the
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Purple Line development. MHP will work with LEDC and IMPACT Silver Spring on this project- beginning with a door to door survey January-February.
• At DHCA’s request, MHP has been asked to spearhead development of the EnterpriseZone application to the State of MD. The Long Branch Enterprise Zone is set toexpire, but a new designation will ensure continuation of tax credits for another 10years. A kick-off meeting with DED, DHCA, and M-NCPPC was held in November.
Glenville Rd. Neighborhood • In the Fall, MHP planned and held, with the neighborhood residents, a successful Fall
Festival, that included a community service project involving artistic painting of theplanter boxes in front of MHP properties.
• MHP has worked with the Maryland-National Capital Park & Planning Commissionto bring community gardens for adult use on athletic/ball field space in the nearbyLong Branch recreational facility. Construction will begin on 17 plots and a watersource in the spring. 10 of the plots have been set aside for use by MHP GlenvilleRd. residents, and on January 9, 5% of all proceeds from Whole Foods Market salesin Montgomery County will go to help support this and other County garden projects.
Connecticut Avenue Estates Neighborhood • In the summer of 2012, MHP assisted the civic association with its second annual
summer movie nights- a community building event they organize in a central greenspace within their community.
McKendree Neighborhood • This year MHP, at DHCA’s request, MHP will be assisting with community input
and support for several County Capital Improvement Projects such as a perimeterfence and storm water management upgrades.
• At DHCA request, MHP will also be developing an after school program focused onthe environment.
Miscellaneous- Grants & Resources • MHP submitted for the following in the Fall of 2012 and is waiting for
announcements:o $50,000 from the Cafritz Foundation for small business and arts based
revitalization work in Long Branch.o $500,000 from the state of Maryland’s Neighborhood Conservation Initiative
program for acquisition and rehab of a 4 unit foreclosed and abandonedbuilding, along with various other small-scale community upgrades andoutreach efforts, in the Glenville Rd. neighborhood.
o NeighborWorks Community Stabilization Grants- one for $100,000 and$50,000 for small business and arts based revitalization work in Long Branch.
• MHP has been notified by the County that the $100,000 for the FocusedNeighborhood Assistance contract has not been included in the County budget forFY14. The budget is still in draft form, and MHP plans to solicit letters of support
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from community and neighborhood groups advocating for our funding. MHP also will pursue additional lobbying during the budget process to advocate for funding.
• In follow up to the July 2012 Board meeting, where MHP engaged Board members ina discussion regarding County fiscal challenges and continued funding for MHP’sneighborhood based work, a small working group of Board members was formed tofurther strategize- a conference call was held on October 31. Some of the ideasincluded pursuing a weatherization of homes project, partnering with DED onprojects, checking with the City of Takoma Park to see if they have potential CDBGor other funds, collaborating with other non-profits, and investigating workforcedevelopment or job training. MHP is following up on the ideas and suggestionsstemming from the conference call.
1. Parkview Towers (125 units) – The refinance of this property is scheduled for February 28, 2013.
2. Olney Springs (114 units) – MHP and its partner (Elm Street) closed on the financing and purchased the landfrom the County in December. Site work has been underway since the fall.
3. Halpine Hamlet (67 units) – The project reached substantial completion in December, including being 100percent leased at the end of last year. MHP plans to also convert the former pool equipment and changing areasinto a community room and leasing areas. This work will begin in March and be completed by May.
4. Beall’s Grant (14-unit vacant building) – Renovation work will be completed in March 2013.
5. Silver Spring Library Residential Project (134-units; mixed family/seniors) – MHP submitted the projectplan application to Park and Planning in December. Staff held successful community meetings in Novemberand December to discuss the project. MHP is investigating ways to finance the project without using 9% taxcredits.
6. 439 N. Frederick Avenue (32 units) – MHP closed on this property (three, three-story buildings inGaithersburg) in December.
7. 610-614 Silver Spring Avenue (15 units) – MHP received building permit approvals. Rehab work is expectedto begin by March.
8. Neighborhoods – LEDC and MHP have begun door to door surveying of Long Branch tenants for the UnitedWay funded Long Branch Rental Community and Policy Collaborative project; we expect to hit at least 300households by the end of February. Class Acts Arts created a six panel mural for installation in the LongBranch; the team is awaiting approval by Finmark Properties before scheduling an unveiling for late January.
9. State NCI Grant Application – In December, MHP applied for a National Conservation Initiative (NCI) grantin the amount of $516,000 to purchase and renovate the foreclosed, four-unit property at 8808 Glenville Road.The State will announce the awards at the end of January.
10. Fundraising – The new Fundraising Director, Devon Dupay, starts January 14th. Applications for grantfunding have been submitted since the last report to the following funders: Maryland DHCD for NeighborhoodConservation Initiative ($516,500, Real Estate); and St. Marks Presbyterian ($2,000, Community Life).We will be submitting two grants this week to the Meyer Foundation (policy/advocacy and Benevon training)and next week to the Montgomery County Council and County Executive (Neighborhoods and CommunityLife). Since our last meeting, MHP was awarded $25,000 for an Enterprise Recoverable Grant, $10,000 inState of Maryland Tax Credits, and 5 project-based vouchers (along with partner St.Luke's House andThreshold Services United, Inc.) from Rockville Housing Enterprise. Our next Building Dreams tours arescheduled January 31, 1:30 pm at Great Hope Homes, February 7, 8:30 am at 7610 Maple, and February 27 at1:00 pm at Pembridge Square.
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11. Private Donations FY2012 – MHP more than doubled the amount of income we raised this year fromindividual donors increasing from $63,000 to $140,000. This increase is attributable to the successfulbreakfast event and a major donation we received. Likewise, we almost doubled the number ofpeople who made donations last year. Donations from Grants and Foundations increased about 17%this year and Corporate Donations increased by almost 10%. Overall, total private donationsincreased by 22%. For FY2012, we exceeded our strategic planning goal for private donations by45% or $233,000.
12. Community Life – The staff working with the preschoolers at 7610 Maple is finally seeing someprogress. The children are now showing a better understanding of the classroom routines andtransitions; for example, Estela can ask them to form a line to go outside and they follow her cue. Thismight not seem significant but for the staff, knowing that the students are able to follow simplecommands is the beginning of their learning experience at 7610 Maple.
13. Toy Drive - In its 14th year, the Angels for Children Toy Drive is a community outreach effort withthe Wheaton Rescue Squad and the Wheaton & Kensington Chamber of Commerce. With the help ofnearly 100 volunteers and partners, MHP was able to collect, wrap and deliver 1,200 toys, books, andgames to the children living at Pembridge Square, Amherst Square, and Amherst Gardens apartments.In addition, MHP held holiday parties for the homework clubs and play and learn programs during thefirst two weeks of December. In total, we had 8 holiday parties and distributed 249 toys.
14. Office Move – The lease was signed by MHP on January 4th. The landlord did an environmentalassessment of the office space since the previous tenant had laser labs, but all indications are that thelabs did not use or generate any hazardous materials. MHP will do some further testing for asbestos inthe joint compound as per a recommendation from a trusted environmental contractor we use on ourprojects. The permit has been received, the selection of a contractor is taking place, and we hope tostart work before the end of the month. The anticipated move date is May 1, 2013.
I. Committee Meetings a. Meetings of the Finance and Fundraising committees were held and their reports are
incorporated into the Information Exchange section of the minutes.II. Information Exchange
a. President’s Report – Robert Goldman highlighted that Parkview Towers won’t close untillate January/early February, Halpine is almost done, had wonderful ribbon cutting forEdinburgh, and a successful breakfast; collecting toys for holidays at the properties; veryclose to signing lease on new office space.
b. Committee Reports – Finance: Artie Harris presented on the purchase of 439 No.Frederick; see this as a foothold into Gaithersburg, a way to build a relationship with theCity, and there is opportunity to assemble this along with two other adjacent properties;got an extension until Dec. 21st to close but had to put down more money; there is afloodplain behind one of the proposed properties which would decrease potentialdensity; discussed financing terms with PNC and City of Gaithersburg and the County;the County can improve the loan, put the PILOT in place, but they can’t close in 2012due to 3 other big closings; request that the board approve moving ahead with thisproject knowing that the County’s loan won’t happen until 2013 – committee willrecommend approval to the board; Mark Meier re-visited the MHP budget with thecommittee and explained that health insurance costs have been increased inconsideration of new staff, explained interest expense and income due to equity fund –committee will recommend board’s approval. Gina Williams asked that discussion waituntil resolutions are on table. Fundraising: Vicky Carrasco reported on discussion ofengaging religious organizations, Benevon, search for new Fundraising Director (JorgenPunda asked for job description), and doing two tours in December.
III. Consent Itemsa. Minutes of October 23, 2012 were unanimously approved
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IV. Discussion and Action Itemsa. MHP Market Trends – Rob presented in Ilana Branda’s absence on her cheat sheet on
market statistics that can be cited and MHP External Environmental Scan and asked fordiscussion; Cindy Bar noted that it appears that development is starting to move andMPDU’s are being increased for bonus density; Jorgen Punda is paying close attention tosupply side, forecasting modest growth over next few years, and anticipates interestrates going up; Vicki Davis suggested that we contact HOC about redevelopmentpossibilities in their portfolio and talk to Rick Nelson about surplus properties in theCounty, and expects more condo conversions which might be a possibility to preserve ablock of units as rentals, capital gains going up; Steve Holmquist doesn’t see the fundingfor housing getting better and thinks the tax credit program is on the table; Evan Glassadded that in terms of civic perspective is the demand for green space.
b. Resolution 12-43 – MHP FY13 Budget – Gina Williams spoke that revisions were made tothe budget that had been requested by the board and the Finance Committee isrecommending approval and noted that the loss on the budget is due to accrual –resolution unanimously approved
c. Resolution 12-40-12-45 – 439 No. Frederick – Gina noted that the purchase of thisproperty has been discussed previously and the reason for purchase is to gain a footholdin Gaithersburg and there is a possibility to purchase adjoining properties and havesignificant holdings, plan to close at end of December, and committee recommendsapproval – resolution unanimously approved
d. Building Dreams Fundraising Team – Rob reported that we raised just short of $200,000this year from this effort; the challenge now is re-building the team (finding a new chairand team members), have opportunity for additional training and will approach MeyerFoundation about additional funding; next training is in March in Dallas and need atleast 3 team members to attend the training; board members want to understand whatworked this year and what they would be committing to
e. MHP Toy Drive – Rob explained the 4 ways to get involved in the gift effort: Adopt acommunity or program, host a drop box and donate toys, wrap gifts for Angels forChildren toy drive or deliver gifts on Christmas Eve; Steve Holmquist suggested usingthese events as Building Dreams events, invite by e-mail
V. Information Items a. Financial Reportb. Fundraising Reportc. Board Calendar
Board Members Present: Alisa Smedley, Evan Glass, Stephen Holmquist, Cindy Bar, Vicki Davis, Gina Williams, Gene Sachs, Chris King, Jorgen Punda, Vicky Carrasco
Board Members Absent: Faten Alajmi, Tebabu Assefa, Linda Kelly, Bob Mitchell, Richard Smith, Barry Flax, Deann Collins, Matt Leydig
Staff Present: Robert Goldman, Jill Goodrich, Artie Harris, Mark Meier
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MEMORANDUM
TO: MHP’s Board of Directors and Finance Committee FROM: MHP’s Real Estate Department DATE: January 2013 RE: Approval of the Refinancing & Renovation Package for Parkview Towers
Property STATUS: Bond Closing Scheduled for 2/28/13
Name and Location: Parkview Towers 7667 Maple Avenue Takoma Park, MD 20912
Strategic Importance: The project will add momentum to the revival of a highly visible, strategically placed Takoma Park building as well as preserving 125 units of affordable housing in a location offering lower income households important amenities and proximity to economic opportunity. The property is close to MHP properties, Montgomery County employers, and to the Takoma Metro station
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providing access to employment opportunities throughout the broader DC region.
Project Type: The moderate renovation of a 125 unit, 11-story building, concentrating on its mechanical systems.
Total Development Cost: Total development costs will be approximately $23MM which will refinance of the property’s acquisition debt as well as the renovation and related development costs. Construction costs will be $8.87MM ($71M/DU).
Purpose of Memo: Formal board approval to close on the refinancing and renovation financial package described below.
Board/Committee History: The MHP board and committee have reviewed and approved a sequence of resolutions starting in the fall of 2010 through the fall of 2012 allowing for the acquisition and development of the project. Chief among those are:
Oct. 2010 - Contract of Sale approved Nov. 2010 - Purchasing entity formed & purchase approved Dec. 2010 - CapOne pre-development loan approved June 2012 - Additional pre-development lending approved Sept. 2012 - MHP acquiring entities formed
Project Description MHP Parkview Towers, LLC acquired the building in December 2010 for $6,790,000.
In addition to the acquisition amount, MHP borrowed additional funds from the Enterprise Community Loan Fund to provide for reserves and the possibility of having to address significant deferred maintenance issues especially with respect to leaking pipes. The table below summarizes the property’s formal indebtedness. MHP was able to finance most needed interim repairs from rental operations with the exception of water conservation work for which Enterprise loan funds were used. All but the seller take-back note of $250,000 was originally due in December 2012, but has been extended to June 2013.
Sources (in order of lien position)
Amount Interest Rate
Term/ Amortization/ Maturity
Enterprise Community Loan Fund 6,895,000 5.25% 1st year/interest only/2nd yr $5,000 monthly
principal reduction repayments plus interest/December 2012
MD CDA BRAC Fund 1,250,000 5.00% 2 years/interest only w/ some principle repayment/December 2012
Parkview Towers, LLC (Vincent Abell – Seller)
250,000 4.50% 5 years/balloon balance no interim payments.
Total 8,395,000
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Over the last 24 months, the property operations has performed adequately financially but has struggled physically. Vacancy/bad debt is running at approximately 1.7%. The table below demonstrates growth in NOI since the acquisition as a result of key post-acquisition investments (detailed in the chart) along with MHP’s careful stewardship of the building.
Previous Ownership MHP Ownership Year 2009 2010 2011 2012 NOI $ 168,857 $ 345,567 $ 680,309 $ 700,928
MHP made over $100,000 in capital expenditures to improve conditions and operating performance including elevator repairs, water saving devices (toilets, shower heads).
Due Diligence Summary Beginning before the property’s acquisition, MHP has undertaken a large number of investigations into the condition of Parkview Towers. In the predevelopment stage, these included:
1. Phase I Environmental – including lead and asbestos reports2. Physical Needs Assessment3. Two HVAC Systems reviews
Following the acquisition, MHP engaged a number of consultants and undertook additional studies with the primary aim of developing the scope of work for the permanent rehab, including:
1. Phase I Update2. Energy Audit and update3. MEP Scope Review4. Elevator5. Sanitary Line tests6. Roof core tests
The scope of work described below incorporates responses to the full range of issues and conditions identified in the due diligence reports.
Rehabilitation Scope The scope described below is now priced at $64,506 per unit plus a hard cost contingency of 10% or $6,451 per unit. It has been developed on the basis of extensive due diligence testing, operating experience, and unit matrix survey of all residential units.
The HVAC system work will consist of the replacement of the elements (boiler, chiller, and cooling tower) of an aged, centralized system so that they will be more efficient and reliable. In addition, the system will provide makeup air and increased air flow to improve resident comfort
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and reduce the threat of mold. Replacement windows will be double glazed Energy Star. Replacement appliances and lighting will meet Energy Star standards. A new roof will is included. Originally, it was thought it would be sufficient to limit the scope of roof repairs. Subsequent testing demonstrated the need for a complete replacement however, including the replacement of at least a portion of the pan decking.
An energy audit has evaluated a variety of energy savings. In an effort both to drive down utility costs and implement the most practicable strategies for Green development, MHP is planning to install a domestic solar hot water heater under an Energy Services Agreement with Skyline Innovations, Inc.
Were additional funding available, the lobby and first floor would have been given an extensive remodeling. We will plan a first floor public bathrooms renovation and will perform it should funding allow. Looking farther ahead, an underused first floor storage/workshop space adjacent to the laundry could be the site of a community room. Assuming a space of 1,500 sf and construction costs of $200/sf, the community room would cost approximately $300,000 exclusive of design and engineering costs.
Site & Building Envelope Modest landscaping Repave and stripe parking lot Replace windows and exterior doors Replace roof
Apartment Interiors Kitchens (74 units) New countertops New kitchen plumbing components New appliances & cabinets
Bathrooms (43units) Replace shower bodies, medicine cabinets, & vanities
If cost savings permit, MHP will consider doing additional kitchen and bath modernization.
Other Apartment Interior Upgrade electrical & lighting Sprinkler Replace unit HVAC
Building Systems & Common Areas Replace condensate, hydronic, as well as kitchen domestic and sanitary piping Replace two elevators Install building-wide sprinkler and alarm system Install hard-wired smoke detectors Upgrade HVAC Replace emergency generator
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Replace mailboxes Corridor paint
Financial Model Proposed Permanent Rents and Unit Mix Over 80% of building residents earn at or below 60% of AMI. The project will be noteworthy for offering sustainable housing opportunities to four households on Social Security Disability Insurance (SSDI) under a new CDA/Weinberg Foundation grant program. (Also see attached pro forma.) Seven HHs in 3BR units will receive Project Based Section 8 Vouchers awarded by HOC this summer under RFP. All utilities are paid by the owner. Unit Mix
Unit Type
Number
Net Rents per % of AMI
Weinberg 15-30%
Section 8
50%
LIHTC
60%
Market
Studio 1 $283 1 BR 71 $303 $1,054 $1,054 2 BR, 1 BA 22 $305 $1,224 $1,224 2 BR, 1.5 BA 31 $1,204 $1,250 3 BR – Non Sec 8
3 $1,400 $1,400
3 BR – Sec 8 7 $1,927 Total 125 Proposed Permanent Expenses Item Expense/Unit Professional Fees $246 Administrative $914 Utilities $1,784 Repairs & Maintenance $1,894 Taxes & Insurance $726 Property Management Fee $642 Reserve for Replacement $350 Total $6,582
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Proposed Sources Summary SOURCES Total
MD CDA 501(c)(3) Bonds $10,925,000
MD MEA Jane E. Lawton Fund 579,000
MD CDA MHRP 500,000
MD CDA Rental Housing Works 1,500,000
MD CDA Weinberg Disability Loan 785,000
Montgomery County HIF 950,000
LIHTC Equity 4,975,000
MHP Loan/Deferred Fee 1,289,000
Seller Take-Back Note 974,000
Interim Income 692,000
Reserve Transfer 81,000
TOTAL 23,250,000
$186,000/unit
USES Total
Acquisition $8,875,000
Construction 8,870,000
Construction-related Soft Costs 641,000
Financing-related Soft Costs 1,546,000
Developer Fee 2,351,000
Syndication Costs 105,000
Reserves and Guarantees 862,000
TOTAL $23,250,000
Financing Terms
Loan 1: CDA FHA Risk Share Bond • $10,925,000• 40 year term/40 year amortization• TBD but estimated at 4.55%• 95% LTV• TBD but will approximate 1.3 DSC• Recourse/Guarantee to MHP including Construction Completion Guarantee, Operating
Deficit Guarantee, and Letter of Credit Collateral. The guarantees are largelycomparable to those made for Halpine Hamlet except that only 50% of the operatingreserve can be used before the Operating Deficit Guarantee kicks in.
Loan 2: MEA Jane E. Lawton Conservation Fund • $579,000• 40 year term/10 year amortization• 2.5%• LTV criteria: NA• DSC criterion: NA• Recourse/Guarantee to MHP: TBD. MEA has never participated in a LIHTC deal and
will coordinate its security requirements with CDA and other investors.
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Loan 3: CDA MHRP • $500,000• 40 year term/40 year amortization• 2.0%• Only payable from 75% of cash flow – CDA’s portion
Loan 4: CDA Rental Housing Works • $1,500,000• 40 year term/40 year amortization• 2.0%• Only payable from 75% of cash flow – CDA’s portion
Loan 5: CDA Weinberg Disability Program • Grant to MHP; MHP loans to project• $785,000• 40 year term/40 year amortization• 0.0%• Only payable from 75% of cash flow – CDA’s portion
Loan 6: Montgomery County HIF • $950,000• 40 year term/40 year amortization• 4.5%• Only payable from 12.5% of cash flow – Montgomery County’s portion
Loan 7: MHP Deferred Developer Fee • $1,289,000• 40 year term/40 year amortization• 2.0%• Only payable from 12.5% of cash flow – MHP’s portion
Loan 8: Seller Take Back Note • $974,000• 40 year term/40 year amortization• 2.0%• Only payable from 12.5% of cash flow – MHP’s portion
Limited Partner Equity Investment: Enterprise Community Investment, Inc. • $4,975,000• Terms and guarantees are generally similar to those of previous transactions. These
include MHP guarantees that the project is completed and lien-free, reach stabilization,and qualify for tax credits. MHP will also guarantee operating deficits up toapproximately $750,000 for a period of five years post stabilization. These terms
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essentially match those of MHP’s recent Halpine Hamlet transaction. The most exception being that only 50% of the operating reserves (the operating reserve will equal six months of operating expenses and must pay debt costs) can be used before the owner guarantee is called upon. In previous deals, the entire Operating Reserve would be depleted before the MHP’s guarantee would be called upon. The more stringent term is a requirement of CapOne Bank, the project investor.
Risks (i) Financing Risks: The debt interest rate is now set at 4.55%. We expect rates
will move back to the lower levels of recent months. The increase from 4.125%, the use of which CDA had stipulated for several months based upon its issuances and the market, has posed a significant challenge to closing. Further upward movement would be even more challenging. We are hopeful however that the sudden spiking of rates reflects a thin market typical of the second half of December rather than an adverse trend.
The project now narrowly meets the 50% test for LIHTC Tax-Exempt Bonds. Enterprise has reviewed the basis calculation with care and we will engage CohnReznick to perform an analysis to assure that we meet this test. If it is necessary to make budgetary adjustments (e.g., reduce purchase price and increase deferred developer fee) in order to pass the 50% hurdle, those will be made.
The project’s income stream includes the 7 project-based voucher units awarded by HOC over the summer through its RFP process. Recently, HOC expressed concern about the adequacy of its funding for the vouchers issued under that RFP. Loss of the vouchers would seriously degrade the project’s ability to carry bond debt, representing $45,000 less in effective rental income. That would translate into a debt carry capacity reduction of $740,000 in bond proceeds.
MHP has been in communication with HOC regarding this situation and believes that HOC will in fact honor its award. In order to close the project financing in February, MHP will enter into an agreement for a Housing Assistance Payment (HAP) contract this month, expecting to execute the HAP contract by March 2014.
If HOC were to find itself unable to honor the RFP, MHP would seek additional soft debt from Montgomery County to fill this gap.
(ii) Construction and Building Scope Risks: This is a tenant-in-place rehab with an extensive scope of work requiring careful coordination to remain on schedule. The proposed general contractor (Hamel Builders) has significant experience with this type of work. We have been meeting with Hamel, the property
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management company and residents to develop that coordination and will continue to do so.
(iii) Environmental: The property has no Recognized Environmental Concerns. Lead paint was found on the exterior metal work (balconies and lintels). Those conditions will be rendered lead-safe during the renovation. There is now no asbestos in the building. An Underground Storage Tank was decommissioned by the previous owner in a manner approved by the MD Dept. of the Environment.
(iv) Lease Up: Generally, demand in the market is very strong, generating just 1.7% in vacancy/bad loss in 2011. We are however projecting rents for the market-rate two bedroom units (12DUs) right at or slightly above current market rents. Almost all the rent comparables establishing the market however reflect Takoma Park’s rent control ordinance. Those rents are therefore artificially lower than others in the primary market area beyond the City of Takoma Park. As a result, the vacancy/bad debt number is extraordinarily low and since these units will be subject to the project’s regulatory agreement, not the rent control ordinance, we anticipate no difficulty maintaining occupancy in them.
We currently project that 105 of the building’s 125 units (84%) will meet the 60% test. Equity Management is certifying resident incomes now and we will closely follow that process.
Recommendation The project presents a number of strong reasons to go forward as proposed:
• Following extensions by the project’s existing lenders, all but $250,000 of the project’sacquisition debt comes due by 6/30/2013. The CDA Risk-Share program coupled withthe current array of State soft debt options available offer the best opportunity torefinance within the remaining loan terms.
• There is no assurance that the State’s Rental Housing Works program, which shouldprovide $1.5MM in soft debt, would be available at a later date. It was an unprecedentedinclusion in the 2013 State Budget as a response to a high unemployment.
• The construction budget while constrained nevertheless provides for the requiredreplacement of essential building systems to preserve a much needed affordable housingresource and strengthen a vulnerable section of Takoma Park in which MHP has anenormous investment.
• MHP will earn developer fee $2.3MM of which approximately half will be deferred.
Taking into consideration the risks and mitigants as well as pros and cons discussed above, staff is recommending that the Finance Committee and Board adopt the resolutions offered to close the proposed project financing and begin the property’s renovation.
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Attachments/Exhibits: • Map• Proforma
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Construction/Rehab Costs 38% SourcesNet Construction Costs 7,074,244 Bonds 10,925,000 47%General Requirements 405,093 MEA Jane E. Lawton 579,000 2%Builder's Profit 372,999 CDA EIF 0%Builder's General Overhead 149,186 CDA MHRP 500,000 2%Bond Premium 46,757 CDA Rental Housing Works 1,500,000 6%Other: GC Gen Liability Ins.. & Cost Cert 15,000 CDA Weinberg Disability 784,773 3%Total Construction Contract 8,063,280 Montgomery County HIF 950,000 4%Construction Contingency 806,328 LIHTC Equity 4,970,006 21%
Total Construction Costs 8,869,608 MHP Loan/Deferred Fee 1,289,393 6%Seller TakeBack Note 974,220 4%
Fees Related to Construction/Rehab 3% Interim Income 692,202 3%Architect's Design Fee 296,011 Reserves Transfer 81,248 0%Architect's Supervision Fee 73,710 Total Sources 23,245,843 Architect Reimbursable Add Design 15,000 Construction Mgmt - Real Estate Attorney 35,000 Surplus/(Gap) 0 Civil Engineering Fee 15,000 Marketing 1,500 Surveys 8,500 Soil BoringsAppraisal 6,860 Market Study 7,500 Environmental Report 20,000 Building Permit Fees 80,078 Other: MEP Consultant/Building Report 38,654
Total Fees 597,813
Financing Fees 7%Const. Int. (includes Neg Arb) 621,359 Real Estate Taxes 27,941 Insurance Premium 15,000 Mortgage Insurance Premium 273,125 Title and Recording 109,250 Financing (soft cost) Contingency 54,625 CDA Administrative Fee 186,375 CDA Closing Fee 35,000 Bond Attorney (Owner) 12,500 Other Lenders' Legal Fees - Bond Issuance Costs 218,500 Other: MHF Application Fee 11,925 Neg Arb LOC Fee 20,554
Guarantees & Reserves 4%Operating Reserve 761,592 Reserve for Replacement 100,000
Total Guarantees & Reserves 861,592
Total Uses 23,245,843
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SOURCES OF FUNDSDebt Service Financing
Type of Funds Debt CoverageAnnual
Payment Interest RateAmortization
Term Loan Term Loan AmountTax-exempt Bonds 1.28 593,597$ 4.550% 40 40 10,925,000$ Total Debt Service Financing 593,597$ 10,925,000$
Type of Funds Source of FundsAnnual
Payment Interest Rate Term Loan AmountJane E. Lawton Conser Fund (40/10) 67,090 2.500% 10 579,000 MHRP Maryland DHCD 18,170 2.000% 40 500,000 Rental Housing Works Maryland DHCD 54,509 2.000% 40 1,500,000 Weinberg Disability Program 19,619 0.000% 40 784,773
51,250 4.500% 40 950,000 Total Cash Flow Financing 139,769$ 4,313,773$ Total Debt (Debt Service + Cash Flow Financing) 733,366$ 15,238,773$
EQUITYType of Equity Source of Equity Amount
Low Income Housing Tax Credit Proceeds (from Tax Credit section) 4,970,006$ MHP Loan/Deferred Fee 54.8% 46,855 2.000% 40 1,289,393Seller TakeBack Note 35,402 2.000% 40 974,220Interim Income (occupied rehabilitation projects ) 692,202Other: Reserve Transfer 81,248Total Equity 8,007,070$ Total Sources of Funds (Total Debt + Equity) 0 23,245,843$
Maryland MEA
Montgomery County HIF
Source of Funds
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USES OF FUNDSConstruction or Rehabilitation Costs01 Net Construction Costs 7,074,244$ 02 General Requirements 405,093$ 03 Builder's Profit 372,999$ 04 Builder's General Overhead 149,186$ 05 Bond Premium 46,757$ 06 Other: GC Gen Liability Insurance. & Cost Cert 15,000$ 07 Total Construction Contract 8,063,280$ 08 Construction Contingency 806,328$ 09 Total Construction Costs 8,869,608$
Fees Related to Construction or Rehabilitation10 Architect's Design Fee 296,011$ 11 Architect's Supervision Fee 73,710$ 12 Architect Reimbursable Additional Design 15,000$ 13 Real Estate Attorney 35,000$ 14 Civil Engineering Fee 15,000$ 15 Marketing 1,500$ 16 Surveys 8,500$ 18 Appraisal 6,860$ 19 Market Study 7,500$ 20 Environmental Report 20,000$ 21 Building Permit Fees 80,078$ 22 Other: MEP Consultant/Building Report 38,654$ 23 Total Fees 597,813$
Financing Fees and Charges24 Construction Interest (includes Neg Arb) 621,359$ 25 Real Estate Taxes 27,941$ 26 Insurance Premium 15,000$ 27 Mortgage Insurance Premium 273,125$ 28 Title and Recording 109,250$ 29 Financing (soft cost) Contingency 54,625$ 30 CDA Administrative Fee 186,375$ 31 CDA Closing Fee 35,000$ 32 Bond Attorney (Owner) 12,500$ 34 Bond Issuance Costs 218,500$ 36 Other: MHF Application Fee 11,925$ 36b Neg Arb LOC Fee 20,554$ 37 Total Financing Fees and Charges 1,586,154$
Acquisition Costs38 Building Acquisition 6,184,005$ 39 Land Acquisition 2,061,335$ 40 Acquisition Premium 554,660$ 42 Relocation Costs 75,000$ 45 Total Acquisition Costs 8,875,000$ 49 Total Developer's Fee ($2.5 million maximum) 2,351,296$
Guarantees and Reserves (funded amounts only)63 Operating Reserve 761,592$ 64 Rent-up Reserve 65 Negative Arbitrage (included in interest)66 Reserve for Replacement 100,000$ 67 Total Guarantees and Reserves 861,592$ 68 Total Uses of Funds 23,245,843$
% Total 105 83,001 119,966$ 1,439,594$ Vacancy Allowance (Total Annual Income x Vacancy Rate) 7.00% (100,772)$ Effective Gross Income/Low Income Units (Total Annual Income - Vacancy Allowance) 1,338,822$
OPERATING AND MAINTENANCE EXPENSESJanitor and Cleaning Payroll 96,868$ Janitor and Cleaning Supplies 2,364Janitor and Cleaning Contract 2,335Exterminating Payroll or Contract 5,944Garbage and Trash Removal 15,600Security Payroll or Contract 232Grounds Supplies 1,020Grounds Contract 5,060Repairs Material 28,924Repairs Contract 37,130Elevator Maintenance or Contract 11,205Heating and Air Conditioning Maintenance or Contract 7,740Swimming Pool Maintenance or Contract 0Snow Removal 3,900Decorating Payroll or Contract - Apt. Turnover 11,136Other Operating and Maintenance Expenses (Uniform contractor) 3,600Miscellaneous Operating and Maintenance Expenses 3,711Total Operating and Maintenance Expenses 236,769$
TAXES AND INSURANCEReal Estate Taxes $Payment in Lieu of Real Estate Taxes 33,806$ Payroll Taxes (FICA) 19,936Miscellaneous Taxes, Licenses and Permits 16,438Property and Liability Insurance (hazard) 11,316Fidelity Bond InsuranceWorkmen's Compensation 4,212Health Insurance and Other Employee Benefits 4,476Other Insurance (Risk Management Fee) 625Total Taxes and Insurance 90,809$ CDA MIP 54,625Reserve for Replacement 43,750$ Total Operating Expenses 880,929$ Net Operating Income (Effective Gross Income - Total Operating Expenses) 743,296$
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Income Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 20Low Income Units 1,497,754$ 1,527,709$ 1,558,263$ 1,589,428$ 1,621,217$ 1,653,641$ 1,686,714$ 1,720,448$ 1,754,857$ 1,789,954$ 2,181,944$ Market Rate Units 296,237$ 302,162 308,205 314,369 320,657 327,070 333,611 340,284 347,089 354,031 431,562Nonresidential 21,432$ 21,861$ 22,298$ 22,744$ 23,199$ 23,663$ 24,136$ 24,619$ 25,111$ 25,614$ 31,223$ Gross Project Income 1,815,423 1,851,732 1,888,766 1,926,542 1,965,072 2,004,374 2,044,461 2,085,350 2,127,057 2,169,599 2,644,729Vacancy Allowance (125,579) (128,091) (130,653) (133,266) (135,931) (138,650) (141,423) (144,251) (147,136) (150,079) (182,945)Effective Gross Income 1,689,844$ 1,723,641$ 1,758,113$ 1,793,276$ 1,829,141$ 1,865,724$ 1,903,039$ 1,941,099$ 1,979,921$ 2,019,520$ 2,461,783$
montgomeryhousingpartnership, inc. Working Together to Build Strong Communities 12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800
TO: MHP Board Members FROM: MHP Real Estate Development Department DATE: January 2013 RE: Parkview Towers Resolutions
Parkview Towers is a single, 11-story building in Takoma Park. MHP Parkview Towers, LLC, a MHP affiliate, purchased the building in December of 2010. We are now putting together a financing package to rehab the property and pay off the acquisition financing which we intend to close on February 28, 2013. A current write-up is included in the board packet. Previously, the Board had approved the formation the corporate and partnership entities required for the closing as well as predevelopment budgets.
We will use Tax-Exempt Bonds, 4% Low-Income Housing Tax Credits, and a variety of other soft-debt resources to finance project. To take advantage of the tax credits, we will sell the property from one entity we control, MHP Parkview Towers, LLC to another one we’ll also control but which will also include the investor limited partner. These resolutions approve the debt and equity financing.
MHP, Inc. Resolutions
13-01: Authorizes the sale of the property by MHP Parkview Towers, LLC to the MHP Parkview Towers, LP, the new limited partnership
13-02: Authorizes the guaranty of the debt and equity obligations needed to acquire and renovate the property.
13-03: Authorizes the execution and collaterialization of the letter of credit needed for negative arbitrage and, if required, for any short-term bond or bond amounts.
13-04: Authorizes the loan by MHP to the limited partnership of Weinberg grant proceeds.
MHP Parkview Towers, Inc. Resolutions
13-01: Authorizes MHP Parkview Towers, Inc.’s by-laws and provides authority to execute on behalf of the limited partnership as general partner
13-02: Authorizes execution of the transactions debt, equity, and property management agreements.
13-03: Authorizes the acquisition of the property by the limited partnership.
13-04: Authorizes the execution and collaterialization of the letter of credit needed for negative arbitrage and, if required, for any short-term bond or bond amounts.
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13-05: Authorizes the use of Interim Income and the Seller Take Back Loan among other loans for acquisition and renovation expenses.
13-06: Authorizes the Enterprise investment and the agreements accompanying it.
RESOLUTION OF THE BOARD OF DIRECTORS OF MONTGOMERY HOUSING PARTNERSHIP, INC.
The Board of Directors of Montgomery Housing Partnership, Inc (the “Corporation”), a Maryland corporation, in accordance with the Articles of Incorporation and Bylaws of the Corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on the _22nd day of January, 2013, the following resolution:
WHEREAS, the Corporation established MHP Parkview Towers, LLC (the “Current Owner”), who’s sole member is the Corporation, exclusively for the purposes of owning and managing a 125-unit apartment facility located at 7667 Maple Avenue, Takoma Park, MD known as Parkview Towers (the “Project”) to preserve it for occupancy by income qualified persons as generally determined by reference to criteria and guidelines established by federal, state, and local government agencies; and
WHEREAS, the Current Owner proposes to enter into a Contract of Sale (the “Contract”) to sell the Project to MHP Parkview Towers, LP (the “Limited Partnership”), whose sole general partner is MHP Parkview Towers, Inc. (the “GP”); and
WHEREAS, Contract provides for the Current Owner to accept a note and deed of trust in the approximate amount of $1,000,000 in payment of a portion of the purchase price for the Project; and
WHEREAS, the transfer will enhance the opportunity to maintain the Project for long term use as affordable housing; and
WHEREAS, the Current Owner and the GP are both affiliates of Montgomery Housing Partnership, Inc. whose purpose is to provide housing for persons of low and moderate income in Montgomery County, MD.
NOW, THEREFORE, BE IT RESOLVED that the Corporation accepts the terms and conditions of the Contract to sell the Project to the Limited Partnership; and
BE IT FURTHER RESOLVED, that the Assistant Secretary, Vice President, or President 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 execute, seal, acknowledge, and deliver on behalf of the Corporation the Contract and thereafter a deed and all other documents, instruments, and affidavits in connection with the sale of the Project to the Limited Partnership.
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BE IT FURTHER RESOLVED, the Corporation will provide a loan to the Limited Partnership or the GP in the approximate amount of $1,000,000 secured by a note and deed of trust collateralized against the Project upon such terms and conditions as shall be mutually agreed.
BE IT FURTHER RESOLVED, that the Assistant Secretary, Vice President, or President 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 execute, seal, acknowledge, and deliver on behalf of the Corporation the Contract and thereafter a deed and all other documents, instruments, and affidavits in connection with the sale of the Project to the Limited Partnership.
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I HEREBY CERTIFY, that the foregoing Resolution was duly adopted by the Board of Directors of the Corporation on January __22, 2013 and that I am Jill Goodrich, Assistant Secretary of the Corporation.
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 22nd day of January, 2013, the following resolution:
WHEREAS, MHP was organized for the purpose, among others, of developing and operating low-income housing;
WHEREAS, MHP Parkview Towers, LP (the “Partnership”), whose sole general partner is MHP Parkview Towers, Inc., (the “General Partner”) was organized to own, renovate, operate, manage and lease a rental apartment facility located in Takoma Park, Maryland known as 7667 Maple Avenue (the “Property”);
WHEREAS, MHP Parkview Towers, LLC, an entity wholly controlled by MHP currently owns the Property;
WHEREAS, MHP Parkview Towers, LLC has been authorized to enter into an agreement to sell the Property to the Partnership;
WHEREAS, the Partnership will obtain a loan from the Community Development Administration, a unit of the Maryland Department of Housing and Community Development in in the approximate amount of $10,925,000.00 (the “CDA Loan”) to provide funding for the acquisition and renovation of the Property;
WHEREAS, the Partnership desires to accept a Maryland Housing Rehabilitation Program loan from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $500,000.00 (the “DHCD Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Rental Housing Works loan from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $1,500,000.00 (the “DHCD Second Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project (the DHCD Loan and DHCD Second Loan are hereafter collectively known as the “DHCD Loans”);
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WHEREAS, the Partnership desires to accept a grant from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $784,773.00 (the “Weinberg Grant”), the proceeds of which are to be used by the Partnership for acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Housing Initiative Fund (HIF) loan from Montgomery County Department of Housing and Community Affairs (DHCA) in the approximate amount of $950,000.00 (the “DHCA Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Jane E. Lawton Conservation Fund energy loan from the Maryland Energy Administration in the approximate amount of $579,000.00 (the “MEA Energy Loan”), the proceeds of which are to be used by the Partnership to provide energy efficient renovations to the Project;
WHEREAS, the Partnership wishes to obtain an equity investment from an affiliate of Enterprise Community Investment, Inc. (“Enterprise”), in the approximate amount of $5,000,000.00 (the “Investment”);
WHEREAS, in connection with the CDA Loan, the DHCD Loans, The Weinberg Grant, the DHCA Loan, and the MEA Energy Loan (collectively, the “Loans”), certain commitments and obligations of MHP are required;
WHEREAS, in connection with the Investment, certain commitments and obligations of MHP are required;
WHEREAS, the Board of Directors of MHP deems it to be in the best interests of MHP to take all actions to facilitate the financing to be provided to the Partnership by entering into any and all agreements and guarantees, including but not limited to a Guaranty of Completion, Operating Deficit Guarantee, and related guarantees to consummate the Loans and Investment and to take any and all further actions to facilitate them; and
WHEREAS, the Partnership may request that the Corporation provide certain social services, development services, and management services to the Project, which services are consistent with the Corporation’s charitable purposes.
NOW, THEREFORE, BE IT RESOLVED, that MHP is hereby authorized to enter into, execute and deliver all guarantees in connection with the Loans, the Weinberg Grant, and the Investment.
BE IT FURTHER RESOLVED, that MHP acknowledges and accepts the inclusion of a confession of judgment provision in the loan documents evidencing the CDA Loan in favor of CDA, including any promissory note, deed of trust, security agreement, financing statement, regulatory agreement, guaranty of completion, and any and all other related certificates or agreements required in connection with the making of the CDA Loan.
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.
BE IT FURTHER RESOLVED, that MHP acknowledges and accepts the inclusion of a confession of judgment provision in the loan documents evidencing the DHCA Loan in favor of DHCA, including any promissory notes, deeds of trust, security agreements, financing statements, regulatory agreements, guaranties of completion, and any and all other related certificates or agreements required in connection with the making of the DHCA Loans.
BE IT FURTHER RESOLVED, that MHP acknowledges and accepts the inclusion of a confession of judgment provision in the loan documents evidencing the MEA Energy Loan in favor of DHCD, including any promissory note, deed of trust, security agreement, financing statement, regulatory agreement, repayment guaranty, and any and all other related certificates or agreements required in connection with the making of the MEA Energy Loan.
BE IT FURTHER RESOLVED, that MHP is hereby authorized to enter into, execute and deliver all guarantees in connection with the Investment including, but not limited to, the following listed documents and instruments: guaranty of completion, recapture guaranty, operating deficit guaranty, and right of first refusal.
BE IT FURTHER RESOLVED, that the President, Vice President, and Assistant Secretary of MHP be and hereby is authorized, empowered and directed, on behalf of MHP 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, Vice President, and Assistant Secretary on any documents or instrument or the performance of any such actions shall be conclusive evidence of such President, Vice President, and Assistant Secretary’s authority to take such actions or execute such documents or instruments on behalf of MHP.
BE IT FURTHER RESOLVED, that that the President, Vice President, or Assistant Secretary is authorized to enter into a Development Services Agreement or other contracts with the Partnership to provide development services and in return for these development services, MHP will receive a development fee in the approximate amount of approximately $2,400,000.00 of which a portion may be deferred.
BE IT FURTHER RESOLVED, that the President, Vice President, or Assistant Secretary is authorized to enter into a Tenant Services Agreement, Partnership Management Services Agreement or other contracts with the Partnership to provide social services and management services, with final terms to be determined and approved by the President or Vice President on behalf of MHP.
I HEREBY CERTIFY, that the foregoing Resolution was duly adopted by the Board of Directors of the Corporation on January _22, 2011 and that I am Jill Goodrich, Assistant Secretary of the Corporation.
RESOLUTION OF THE BOARD OF DIRECTORS OF Montgomery Housing Partnership, Inc.
The Board of Directors of Montgomery Housing Partnership, Inc., a Maryland not-for-profit corporation (the “Corporation”) hereby adopts by majority vote of the Board of Directors of said corporation on the 22nd day of January, 2013, the following resolution:
WHEREAS, MHP was organized for the purpose, among others, of developing and operating low-income housing;
WHEREAS, the Corporation wishes to renovate Parkview Towers, a 125-unit multifamily apartment building located at 7667 Maple Avenue in Takoma Park, Maryland, for use as housing for low-income persons (the “Project”);
WHEREAS, the Corporation has formed a limited partnership known as MHP Parkview Towers, LP, (the “Owner”), in which MHP Parkview Towers, Inc., a corporation controlled by MHP, is the general partner, for the purpose of carrying out the Project;
WHEREAS, the Owner has sought various sources of financing for the Project;
WHEREAS, in addition to other financing, the Owner proposes to obtain a loan to assist with the purchase and renovations from the Community Development Administration, a unit of the Maryland Department of Housing and Community Development in the approximate amount of $9,250,000.00, up to $10,000,000 (the “CDA Loan”);
WHEREAS, in connection with the CDA Loan, certain additional security is required to be provided to CDA and in order to satisfy such requirement, the Owner has negotiated with CapOne to provide a negative arbitrage letter of credit in the approximate amount of $300,000.00 from CapOne Bank or other Provider (the “Letter of Credit”);
WHEREAS, CapOne requires that the Owner’s obligations with respect to the Letters of Credit be secured by cash collateral in the approximate amount of $300,000.00 for the negative arbitrage letter of credit to be pledged to and held by CapOne Bank or other Provider as security for the Letter of Credit obligations (the “Cash Collateral”);
WHEREAS, the Owner and the Corporation desire to deliver the Letter of Credit to CDA to enable CDA to make the CDA Loan for the Project;
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WHEREAS, the issuer of the Letter of Credit requires a guaranty from the Corporation to assure repayment of any funds advanced on behalf of the Owner should the Owner be unable to reimburse such advance; NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to enter into, execute and deliver any and all guaranty agreements, security agreements and documents, certifications, agreements and statements which may be necessary to obtain the Letter of Credit for the Project. BE IT FURTHER RESOLVED, that the Corporation is hereby authorized to pledge the aforesaid Cash Collateral to CapOne Bank or other Provider as security for the Letter of Credit and to deposit the same Cash Collateral into an account to be controlled by CapOne Bank or other Provider. BE IT FURTHER RESOLVED, that the Corporation acknowledges and accepts the inclusion in the documents evidencing, guarantying or relating to the Letter of Credit of a confession of judgment clause in favor of the issuer of the Letter of Credit. BE IT FURTHER RESOLVED, that the President, Vice President, or Assistant Secretary 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, Vice President, or Assistant Secretary on any documents or instrument or the performance of any such actions shall be conclusive evidence of such President, Vice President, or Assistant Secretary’s authority to take such actions or execute such documents or instrument on behalf of the Corporation. RESOLVED FURTHER, that any and all acts heretofore taken by the President, Vice President, or Assistant Secretary of the Corporation in connection with the matters authorized by the foregoing resolutions are hereby ratified, confirmed, adopted and approved by the Board of Directors of the Corporation.
CERTIFICATION I, Jill Goodrich, 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 or at a meeting of said Board duly and regularly called, noticed and held on January 22, 2013, at which meeting a quorum of the Board of Directors was present and voted in favor of said resolutions; that said resolutions are now in full force and effect; that there is no provision in the Articles of Incorporation or Bylaws of said corporation, or any shareholder agreement, limiting the power of the Board of Directors of said corporation to pass the foregoing resolutions and that such resolutions are in
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conformity with the provisions of such Articles of Incorporation and Bylaws; and that no approval by the shareholders of, or of the outstanding shares of said Corporation is required with respect to the matters which are the subject of the foregoing resolutions. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate seal of said corporation as of January 22, 2013.
____________________________________ Jill Goodrich, Assistant Secretary Montgomery Housing Partnership, Inc. A Maryland non-profit corporation
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 _22nd_ day of January, 2013 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 Parkview Towers, LLC (the “Current Owner”) whose sole member is MHP, and who currently owns the property located at 7667 Maple Avenue, Takoma Park, MD and known as Parkview Towers Apartments (the “Project”); and
WHEREAS, the Corporation established MHP Parkview Towers, LP (the “Partnership”), whose sole general partner is MHP Parkview Towers, Inc., which is wholly owned by the Corporation, to acquire, own, renovate and operate the Project, in order to preserve the Project as affordable housing; and
WHEREAS, the Corporation will provide a loan or loans to the Current Owner or the Partnership in an approximate amount of $1,000,000.00 (the “MHP Weinberg Loan”) to from proceeds provide by a grant under the CDA Weinberg Program to permanently house persons with disabilities.
NOW, THEREFORE, BE IT RESOLVED that the Vice 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 Weinberg 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 on January 22, 2013 and that I am Jill Goodrich, Assistant Secretary of the Corporation.
TO: MHP BOARD OF DIRECTORS FROM: ROBERT GOLDMAN RE: MHP LEAVE POLICY DATE: JANUARY 15, 2013
I. Proposal – Increase annual leave after 10 years from 20 days to 25 days.
II. MHP’s Current Leave Policy
The current MHP leave policy is as follows: Annual Leave 15 days the first year. 20 days the second and future years. 80 hours (10 days) is the maximum carryover.
Sick Leave 12 days per year. 24 days is maximum carryover.
Personal Leave – includes bereavement, religious holidays, and other personal reasons. 3 days No carryover.
Leave is proportionately adjusted for part time employees.
III. Leave Survey
Below is Research that our HR consultants, Raffa, did in terms of leave of their clients.
“It took some time to review each of our HR Consulting client’s vacation policies, but I have pulled the following, each of which also offer paid sick time and personal days separately.
Client 1: Employees 0-1 years accrue 14 days of vacation, 1-3 accrue 16 days, 3-5 accrue 18 days, 5-10 accrue 21 days, and 10+ years accrue 25 days
Client 2: Employees 0-3 years accrue 19.5 days of vacation, 3+ years accrue 26 days
Client 3: Employees 0-3 years accrue 12 days of vacation, 3-10 accrue 15 days, 10-14 accrue 20 days, and 15+ accrue 22 days
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Client 4: Employees 0-5 years accrue 18 days of vacation, 6-9 years accrue 21 days, and 10+ accrue 24 days
Client 5: Employees 1-2 years accrue 15 days of vacation, 3-5 accrue 20 days, 5+ accrue 25 days
Client 6: Employees 1-6 years accrue 20 days of vacation, 6+ accrue 25 days I think it is prudent for the Board to also consider that MHP salaries are below market for almost all positions, and having a generous benefits package, including paid time off, goes a long way in recruitment and retention. ”
In terms of other data, a HAND survey in 2010 found that the range for annual leave for people at their organizations for 10 years was 10-26 days. Chip Bay shared that with his organization that an employee with the organization 10 years, received 25 days of annual leave. The federal government has 19.5 days for years 3-14 and 26 days for over 15 years.
IV. Executive Committee
The Executive Committee reviewed the proposal and asked for additional information on how the current leave is utilized. That information is as follows:
2011 The average amount of annual leave utilized was 18 days, the average personal leave used was 3 days, and the average sick leave was 8 days. The average annual and sick leave were less than the annual allocation.
2012 The average amount of annual leave utilized was 20 days, the average personal leave used was 3 days and the average sick leave was 7 days.
The total leave both years was almost identical. There is no indication that people are abusing the sick leave; the average in both years is just over half of the annual allocation.
V. Recommendation
While MHP has a strong annual leave policy for employees in the early years, its policy seems less competitive for employees serving more than 10 years. We have tried to encourage long term retention of employees and from a leave perspective, it doesn’t seem to do that. I would recommend that the leave be increased for employees who have been there 10 years. If not 25 days at the 10 year mark, I would recommend start increasing it at year 10 with the goal of getting to 25 days by year 15. This would be a small way of rewarding people who have been with the organization a long time.
RESOLUTION 13-05 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 January 22, 2013 the following resolution:
WHEREAS, the Board of Directors has reviewed MHP’s Leave Policy;
NOW, THEREFORE, BE IT RESOLVED, the current leave policy shall be amended to allow 25 days of annual leave to employees who have been with the organization 10 or more years.
IN WITNESS WHEREOF, This certification has been signed on behalf of the Corporation by its Assistant Secretary, the 22nd day of January 2013.
RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PARKVIEW TOWERS, INC.
The undersigned, constituting the entire Board of Directors of MHP Parkview Towers, Inc., a Maryland corporation (the “Corporation”), hereby adopts by unanimous vote of the Board of Directors of said Corporation:
I. ARTICLES OF INCORPORATION
WHEREAS, the Articles of Incorporation were filed with the State Department of Assessments and Taxation and were approved on September 25, 2012; therefore, be it resolved, that the Secretary of this Corporation is hereby ordered to file the Articles of Incorporation in the minute book.
II. CORPORATE BYLAWS
RESOLVED, that the bylaws prepared by counsel and exhibited at the meeting ofthe Board of the Corporation are adopted as and for the bylaws of the Corporationand shall be filed in the minute book.
III. CORPORATE SEAL
RESOLVED, that the standard form of seal which states the corporate name andthe state and year of incorporation is approved and adopted as the corporate sealof the Corporation.
IV. FISCAL YEAR END
RESOLVED, that the fiscal year of the Corporation shall end on the last day ofDecember in each year.
VI. ELECTION OF OFFICERS
RESOLVED, that the officers of the Corporation duly elected shall be:
Gene Sachs, President Robert Goldman, Vice President Artie Harris, Vice President
Gina Williams, Secretary Cynthia Bar, Treasurer
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Jill Goodrich, Assistant Secretary
VI. AUTHORITY TO TRANSACT BUSINESS
RESOLVED, that the proper officers of this Corporation be and hereby are authorized and directed, on behalf of the Corporation, and under its corporate seal, to make and file such certificate or certificates, report or reports, or other instrument or instruments as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country in which said officers shall find it necessary or expedient to file the same to authorize the Corporation to transact business in such state, territory, dependency, or foreign country.
BE IT FURTHER RESOLVED, that the proper officers of this Corporation be and hereby are authorized and directed, on behalf of the Corporation, and under its corporate seal, to act on behalf of MHP Parkview Towers, L.P. as its General Partner.
IN WITNESS WHEREOF, the Board of Directors have executed this unanimous written consent on the 22nd day of January, 2013.
Section 1.01 Name: The name of the Corporation shall be MHP PARKVIEW TOWERS, Inc., a corporation incorporated in the State of Maryland.
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Section 1.02 Location: The offices of the Corporation shall be located in the State of Maryland and at such other places as the Board of Directors may, from time to time, designate.
ARTICLE II Purposes
Section 2.01 Purposes: The Corporation is organized and shall be operated exclusively to carry out or assist in carrying out affordable housing projects for persons of eligible income developed or financed in coordination with Montgomery Housing Partnership, Inc. (“MHP”), a non-profit corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. This shall include but not be limited to serving as managing member in a limited liability company which may own one or more multi-family rental facilities and providing for renovation, maintenance, rental and management and to engage in any other lawful activity for which corporations may be organized under the general laws of the state of Maryland.
ARTICLE III The Board of Directors
Section 3.01 Powers: The business of the Corporation shall be managed by a Board of Directors. The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as otherwise set forth in the Articles of Incorporation or by statute. Directors need not be residents of the State of Maryland.
Section 3.02 Directors: The initial number of Directors of the Corporation shall be three (3), as fixed by the Articles of Incorporation. Thereafter the number of Directors of the Corporation shall not be less than three (3), nor more than eleven (11). Such number may be increased or decreased from time to time by the Board of Directors within the above limits; however, no decrease shall have the effect of shortening the term of any incumbent Director.
Section 3.03 Term: Directors shall serve terms of three (3) years. There shall be no restrictions on the right of any individual to succeed himself as a Director. The term of each Director shall automatically renew for successive terms except in the event of resignation or removal or other vacancy.
Section 3.04 Election: The initial Board of Directors shall consist of the individuals named in the Articles of Incorporation who shall serve until their successors are designated as provided herein. After the organizational meeting, and continuing annually thereafter, the Directors of the Corporation shall be elected or appointed by the Board of Directors of MHP, or by such officers of MHP, acting in their official capacity, as the Board of MHP shall so designate (“designated officer of MHP”). Directors shall hold office until the next annual meeting or until their successors are elected and qualify, whichever is later.
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Section 3.05 Resignation: Any Director may resign at any time by giving written notice to the President of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the President, and the acceptance of such resignation shall not be necessary to make it effective. Except as provided below, if within a calendar year a Director is absent for fifty percent (50%) or more of the total number of regular and special meetings of the Board and regular meetings of a committee of which that Director is a member, then such Director is deemed to have resigned from the Board, unless at the request of the affected Director the Board waives this provision for good cause shown.
Section 3.06 Removal: Any Director may be removed from office at any time, with or without cause, by the Board of Directors of MHP or by a designated officer of MHP.
Section 3.07 Vacancies: In the event of the death, removal from office or resignation of a Director, a successor to fill such vacancy shall be designated by the Board of Directors of MHP, or by a designated officer of MHP. A Director elected to fill a vacancy shall serve for the unexpired portion of the term. In the case of an increase in the number of Directors, a Director shall hold office until the next election of Directors.
ARTICLE IV Meetings of the Board of Directors and Voting
Section 4.01 Regular Meetings:
A. Regular meetings of the Board of Directors shall be held annually at such date, time and place as the President shall designate.
B. The Board of Directors, from time to time, may provide for the holding of such other regular meetings of the Board of Directors, and may fix the time and place thereof.
Section 4.02 Special Meetings: Special meetings of the Board of Directors may be called by the President, or upon the written request of twenty (20) percent of the members of the Board of Directors. Special meetings shall be held at such date, time and place as specified in the respective notices or waivers of notice thereof.
Section 4.03 Notice of Meetings:
A. Notice of Regular Meetings: Notice of all regular meetings of the Board of Directors shall be given not less than seven (7) calendar days nor more than fifty (50) calendar days before the date of the meeting in writing by (a) mail addressed to each Director at his or her residence or usual place of business; (b) facsimile transmission to each Director at the number provided by such Director; or (c) electronic mail transmission to each Director at the address provided by such Director. Such notices shall be deemed to be given at the time when (i) the same shall be deposited in the United States mail; (ii) upon notice of confirmation of transmission from the transmitting facsimile machine; or (iii) when sent electronically for electronic delivery.
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B. Notice of Special Meetings: Notice of special meetings may be given orally, including by telephone, not less than seventy-two (72) hours before the date on which the meeting is to be held.
Section 4.04 Waivers of Notice:
A. Whenever any notice is required to be given under the provisions of the Maryland General Corporation Law or under the provisions of the Articles of Incorporation or by the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
B. Notice of any special meeting shall not be required to be given to any Director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.
Section 4.05 Quorum:
A. At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws.
B. A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
Section 4.06 Chairman: At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he or she shall be absent, then the Vice Chairman, if any, shall preside. If the Chairman and Vice Chairman shall be absent, then the President shall preside, and in his or her absence, a Chairman chosen by the Directors shall preside.
Section 4.07 Voting:
A. All Directors may participate in a meeting of the Board of Directors. At all meetings of the of the Board of Directors, each Director present shall be entitled to one (1) vote. A Director must be present in order to cast a vote; voting by proxy is not permitted.
B. Unless otherwise specifically provided by law or by these Bylaws in Sections 3.06, 6.03 and 9.01, the act of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors.
C. Any action authorized, in writing, by the appropriate vote percentage of those Directors entitled to vote thereon and filed within the minutes of the Corporation, shall be deemed the act of the Board of Directors with the same force and effect as if the same had been
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passed by that same vote at a duly called meeting of the Board.
D. In any vote hereunder, should the percentage required to pass or approve the vote require the vote of a number of Directors plus a fraction of a Director’s vote, the vote shall always be rounded up to the nearest whole number and thus shall be deemed approved by a number of votes equal to the sum of: (i) the number of full votes required, plus (ii) an additional full vote for the additional fraction.
Section 4.08 Meetings by Telephone: Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all Directors participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence at such meeting.
Section 4.09 Action Without a Meeting or Electronically: The provisions of these Bylaws concerning notices and meetings to the contrary notwithstanding, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the members of the Board entitled to vote thereon consent thereto in writing or through electronic communication setting forth the action so taken, before or after such action, and the consents are filed with the minutes of proceedings of the next regularly scheduled meeting of the Board.
Section 4.10 Salary: No stated salary shall be paid to Directors, as such, for their services, but by resolution of the Board of Directors.
Section 4.11 Contracts:
A. No contract or other transaction between the Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any Director be liable in any way by reason of the fact that any one or more of the Directors of this Corporation is or are interested in, or is a Director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors in advance.
B. Any Director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no Director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such Director at the meeting at which such action is taken. Such Director or Directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
ARTICLE V Committee Structure
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Section 5.01 Authorization: The Board of Directors, by resolution adopted at a meeting, may appoint such regular or special committees as the Board of Directors, in its discretion, may deem appropriate, each such committee consisting of two (2) or more Directors. Each committee, to the extent provided by the establishing resolution of the Board of Directors, shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation. Each such committee shall serve at the pleasure of the Board, as determined by a vote of the Board of Directors.
Section 5.02 Membership: Membership on committees which are authorized to exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation shall be restricted to members of the Board of Directors. Any committee shall have the power to elect a member of such committee as its chairman, except as provided by resolution of the Board of Directors.
Section 5.03 Records: Each committee shall keep a record of its proceedings. All actions
of any committee formed hereunder shall be reported to the Board of Directors at the meeting thereof next succeeding the taking of such action.
Section 5.04 Procedures: Each committee shall determine the manner and form in which its proceedings shall be conducted and may act at a meeting or without a meeting by a majority of its members, subject to the control and supervision of the Board of Director, and as may be provided in this Bylaws.
ARTICLE VI Officers and Employees of the Corporation
Section 6.01 Officers of the Corporation:
A. Elected Officers of the Corporation: The Board of Directors shall elect a President,
one or more Vice Presidents, Treasurers, Secretaries and such other officers of the Corporation as the Board deems necessary. Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal, or for such other specific term to be set by the Board.
B. Dual Offices: Any two (2) or more offices may be held by the same person, except the offices of the President and Secretary and the offices of President and Vice President may not be held by the same person. A person who holds more than one office may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be acknowledged or verified by more than one officer.
Section 6.02 Resignation: Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such
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resignation shall not be necessary to make it effective.
Section 6.03 Removal: Any officer may be removed from office, with or without cause, or whenever in the judgment of the Board the best interests of the Corporation will be served thereby. Such removal shall require the majority vote of the entire membership of the Board of Directors. A successor may be elected by majority vote of the Board of Directors at a subsequent regular or special meeting.
Section 6.04 Vacancies: A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by majority vote of the Board of Directors.
Section 6.05 Duties of Officers: Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors.
Section 6.06 President: The President shall be the Chief Executive Officer and Chief Administrative Officer of the Corporation and shall be responsible for the operation of the Corporation. He or she shall have the authority to enter into any contracts on behalf of the Corporation authorized either generally or specifically by the Board of Directors. He or she shall perform all the duties customarily incident to the position of President, subject to the control of the Board of Directors, and such other duties as shall, from time to time, be assigned to him or her by the Board of Directors. The President may delegate to the Vice President any of the duties described in this Section 6.06, subject to the control of the Board of Directors.
Section 6.07 Vice Presidents: Any Vice President shall, in the absence of the President or in the event of the disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as shall, from time to time, be assigned to him or her by the President or the Board of Directors. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.
Section 6.08 Secretary: The Secretary shall act as Secretary of all meetings of the Board of Directors, and shall keep the minutes of all such meetings in a book provided for that purpose. He or she shall perform all duties customarily incident to the office of Secretary, subject to the control of the Board of Directors, and such other duties as shall, from time to time, be assigned to him or her by the Board of Directors. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may from time to time prescribe.
Section 6.09 Treasurer: The Treasurer shall have the custody of all funds and securities of the Corporation which may come into his or her hands. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all monies and other valuable effects of the Corporation in
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such banks or depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, whenever it may require it, a statement of accounts. He or she shall perform all the duties customarily incident to the office of Treasurer, subject to the control of the Board of Directors, and such other duties as shall, from time to time, be assigned to him or her by the Board of Directors.
Section 6.10 Employees: The Board of Directors may employ such employees as it determines are needed to carry out the mission and responsibilities of the Corporation, on such terms and conditions as it deems appropriate.
Section 6.11 Sureties and Bonds: In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his or her hands. ARTICLE VII
Liability and Indemnification
Section 7.01 Indemnification: The Corporation shall, to the fullest extent permitted by the Annotated Code of Maryland, Corporations and Associations Article, Section 2-418, as that Section may be amended and supplemented from time to time, indemnify any Director or officer which it shall have power to indemnify under that Section against any expenses, liabilities or other matters referred to in or covered by that Section. The indemnification provided for in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office; (ii) shall continue as to a person who has ceased to be a director or officer; and (iii) shall inure to the benefit of the heirs, executors and administrators of such person. The Corporation’s obligation to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person.
Section 7.02 Liability: In the absence of fraud or bad faith, the Directors of the
Corporation shall not be personally liable for its debts, obligations or liabilities. Section 7.03 Insurance: The Corporation shall have the power to purchase directors
and officers liability insurance on behalf of anyone who serves in such capacity.
ARTICLE VIII General Provisions
Section 8.01 Fiscal Year: The fiscal year of the Corporation shall be determined by the
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Board of Directors.
Section 8.02 Auditing and Reports: At the close of each fiscal year, the books and records of the Corporation shall be audited by a person or persons retained for the purpose by the Board of Directors and shall report his or her findings to the Board. The Treasurer shall prepare annually a full and correct statement of the fiscal affairs of the Corporation, including a balance sheet and financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting of the Board of Directors of the Corporation and filed with the Secretary.
Section 8.03 Corporate Seal: The corporate seal shall be in such form as shall be approved by the Board of Directors.
Section 8.04 Waiver of Notice: Whenever any notice whatsoever is required to• be given by law, by the Articles of Incorporation or by these Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by telegraph, cable, facsimile or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to receipt of such notice.
Section 8.05 Articles of Incorporation: All references in these Bylaws to the Articles of Incorporation shall be deemed to refer to the Articles of Incorporation of the Corporation, as amended and in effect from time to time.
Section 8.06 Severability: Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.
Section 8.07 Pronouns: All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
ARTICLE IX Amendments
Section 9.01 Amendments: These Bylaws may be amended, from time to time, by the affirmative vote of two-thirds of the entire Board of Directors at any regular or special meeting of the Board of Directors at which a quorum is present.
OFFICER’S CERTIFICATE
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I, __________, of MHP PARKVIEW TOWERS, Inc. (the “Corporation”) a Maryland
corporation, do hereby certify that the foregoing is a true and correct copy of the Corporation’s Bylaws as adopted by the Board of Directors of the Corporation on ____, ______, ______and that such Bylaws have not been altered or repealed and are in full force and effect on the date set forth below.
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MHP PARKVIEW TOWERS, INC. 12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800
RESOLUTION 13-02
RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PARKVIEW TOWERS, INC.
The Board of Directors of MHP Parkview Towers, Inc. (the "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on January 22, 2013, the following resolution: WHEREAS, MHP Parkview Towers, LP (the “Partnership”), was organized for the purpose, among others, of developing and operating low-income housing; WHEREAS, the Partnership wishes to own and operate a project known as Parkview Towers Apartments, consisting of 125 units of rental housing in located at 7667 Maple Avenue, Takoma Park, MD, constructed as housing for low-income persons (the “Project”); WHEREAS, the Corporation is the general partner of the Partnership and was also organized for the purpose, among others, of developing and operating low-income housing;
WHEREAS, the Partnership proposes to enter into a Contract of Sale (the “Contract”) with the seller, MHP Parkview Towers, LLC (the “Seller”) to purchase the Property for use as housing for low-income persons (the “Project”); WHEREAS, the Partnership has secured various sources of financing for the Project;
WHEREAS, the Partnership will obtain a loan from the Community Development Administration, a unit of the Maryland Department of Housing and Community Development in the approximate amount of $10,925,000.00 (the “CDA Loan”) to provide funding for the acquisition and renovation of the Property;
WHEREAS, the Partnership desires to accept a Maryland Housing Rehabilitation
Program loan from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $500,000.00 (the “DHCD Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Rental Housing Works (RHW) loan from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $1,500,000.00 (the “DHCD Second Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
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WHEREAS, the Partnership desires to accept a Housing Initiative Fund (HIF) loan from Montgomery County Department of Housing and Community Affairs (DHCA) in the approximate amount of $950,000.00 (the “DHCA Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Jane E. Lawton Conservation Fund energy loan from the Maryland Energy Administration with final terms to be approved by the President or Vice President of the Corporation on behalf of the Partnership, in the approximate amount of $579,000.00 (the “MEA Energy Loan”), the proceeds of which are to be used by the Partnership to provide energy efficient renovations to the Project;
WHEREAS, the Partnership wishes to obtain an equity investment from an affiliate of
Enterprise Community Investment, Inc. (“Enterprise”), in the approximate amount of $5,000,000.00 (the “Investment”);
WHEREAS, the Partnership wishes to obtain loans from the Montgomery Housing Partnership, Inc., its parent, in the approximate amount of $1,000,000.00 (the “MHP Weinberg Loan”), the proceeds of which are provided by the CDA Weinberg Program Grant;
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 aforesaid Loans by entering into any and all agreements with the lenders on behalf of the Partnership;
WHEREAS, the Company has requested that Equity Management II, LLC provide
certain property management services to the Project; WHEREAS, a management agreement with Equity Management II, LLC, needs to be
executed before closing on the acquisition of the Property. NOW, THEREFORE, BE IT RESOLVED that the Corporation, acting on behalf of the
Partnership, accepts the Contract and the terms and conditions of the Loans; and BE IT FURTHER RESOLVED, that the Corporation, on behalf of the Partnership, is
hereby authorized to execute any and all documents, settlement statements, deeds, certificates and statements necessary to consummate the Contract and acquire the Property; and
BE IT FURTHER RESOLVED, that any Vice President, or Assistant Secretary 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 CDA all documents, instruments, and affidavits of every kind and description on behalf of the Partnership in connection with the CDA Loan including, but not limited to a Promissory Note, a Loan Agreement, a Regulatory Agreement, a Deed of Trust and a Financing Statement encumbering the Project as security for repayment of the loan, and such other documents evidencing and securing the CDA Loan as may be required by CDA; and
BE IT FURTHER RESOLVED, that any Vice President, or Assistant Secretary acting
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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 DHCD all documents, instruments, and affidavits of every kind and description on behalf of the Partnership in connection with the MHRP Loan, and RHW Loan, including, but not limited to a Promissory Note, a Regulatory Agreement, a Loan Agreement, a Deed of Trust and a Financing Statement encumbering the Project as security for repayment of the loan, and such other documents evidencing and securing the MHRP Loan as may be required by DHCD.
BE IT FURTHER RESOLVED, that any Vice President or Assistant Secretary 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 DHCA all documents, instruments, and affidavits of every kind and description on behalf of the Partnership in connection with the DHCA Loan including, but not limited to a Promissory Note, a Loan Agreement, a Regulatory Agreement, a Deed of Trust and a Financing Statement encumbering the Project as security for repayment of the loan, and such other documents evidencing and securing the DHCA Loan as may be required by DHCA; and
BE IT FURTHER RESOLVED, that any Vice President or Assistant Secretary 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 MEA all documents, instruments, and affidavits of every kind and description on behalf of the Partnership in connection with the MEA Jane E. Lawton Loan including, but not limited to a Promissory Note, a Regulatory Agreement, a Loan Agreement, a Deed of Trust and a Financing Statement encumbering the Project as security for repayment of the loan, and such other documents evidencing and securing the MEA Jane E. Lawton Loan as may be required by MEA or any affiliated entity.
BE IT FURTHER RESOLVED, that the Corporation acknowledges and accepts the
inclusion of a confession of judgment provision in the loan documents evidencing the CDA Loan, the MEA Loan, MHRP Loan or RHW Loan in favor of DHCD or CDA, as the case may be, included in any promissory note, deed of trust, security agreement, financing statement, regulatory agreement, and any and all other related certificates or agreements required in connection with the making of such loans.
BE IT FURTHER RESOLVED, that any Vice President or Assistant Secretary 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 DHCA all documents, instruments, and affidavits of every kind and description on behalf of the Partnership in connection with the County HIF Loan including, but not limited to a Promissory Note, a Loan Agreement, a Deed of Trust and a Financing Statement encumbering the Project as security for repayment of the loan, and such other documents evidencing and securing the County HIF Loan as may be required by DHCA.
BE IT FURTHER RESOLVED, that any Vice President, or Assistant Secretary 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
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MHP all documents, instruments, and affidavits of every kind and description on behalf of the Partnership in connection with the MHP Weinberg Loan including, but not limited to a Promissory Note, and such other documents evidencing and securing the MHP Weinberg Loan as may be required by MHP.
BE IT FURTHER RESOLVED, that any Vice President or Assistant Secretary of the Corporation are hereby further authorized and directed to perform all such acts, sign all such agreements and other papers, executed all such transfers, certificates and conveyances and do such other matters and things which seem proper which may be required in connection with the Loans. BE IT FURTHER RESOLVED, that any Vice President or Assistant Secretary are authorized to enter into a contract with Equity Management II, LLC to provide such services and in return for these services, the Corporation will provide a property management fee, as to be determined.
BE IT FURTHER RESOLVED, that the Corporation ratifies any and all actions taken previously by the Partnership, in connection with the acquisition of the Project, pursuing the Loans to finance acquisition and rehabilitation of the Project, and other agreements necessary to ensure operation of the Project and all other actions taken incident thereto.
I hereby certify that the foregoing resolutions were approved by majority vote of Board of Directors of MHP Parkview Towers, Inc. on the 22nd day of January, 2013. By: ______________________________________
Jill Goodrich, Assistant Secretary
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MHP PARKVIEW TOWERS, INC. 12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800
RESOLUTION 13-03
RESOLUTION OF THE BOARD OF DIRECTORS OF
MHP PARKVIEW TOWERS, INC. The Board of Directors of MHP Parkview Towers, Inc. (the “Corporation”), a Maryland corporation, in accordance with the Articles of Incorporation and Bylaws of the Corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on the _22nd day of January, 2013, the following resolution: WHEREAS, the Corporation established MHP Parkview Towers, LLC (the “Current Owner”) exclusively for the purposes of owning and managing a 125-unit apartment facility located at 7667 Maple Avenue, Takoma Park, MD known as Parkview Towers (the “Project”) to preserve it for occupancy by income qualified persons as generally determined by reference to criteria and guidelines established by federal, state, and local government agencies; and WHEREAS, the Current Owner proposes to enter into a Contract of Sale (the “Contract”) to sell the Project to MHP Parkview Towers, LP (the “Limited Partnership”), whose sole general partner is MHP Parkview Towers, Inc. (the “GP”); and WHEREAS, the transfer will enhance the opportunity to maintain the Project for long term use as affordable housing; and WHEREAS, the Current Owner and the GP are both affiliates of Montgomery Housing Partnership, Inc. whose purpose is to provide housing for persons of low and moderate income in Montgomery County, MD; and
WHEREAS, the terms of the sale will include a Seller Take Back Note in the approximate amount of $1,000,000 (the “Note”). NOW, THEREFORE, BE IT RESOLVED that the Corporation accepts the terms and conditions of the Contract to sell the Project to the Limited Partnership; and
BE IT FURTHER RESOLVED, the corporation may accept on its own behalf or that of the Partnership a Seller Take Back Note from the seller in an approximate amount of $1,000,000 upon mutually agreed terms and conditions for the use of the acquisition and renovation of the Project; and
BE IT FURTHER RESOLVED, that the Assistant Secretary or any Vice President 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 execute, seal, acknowledge, and deliver on behalf of the Corporation the Contract and thereafter a deed and all other documents, instruments, and affidavits in connection with the sale of the Project to the Limited Partnership.
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I HEREBY CERTIFY, that the foregoing Resolution was duly adopted by the Board of Directors of the Corporation on January __22, 2013 and that I am Jill Goodrich, Assistant Secretary of the Corporation. __________________________________ Jill Goodrich, Assistant Secretary
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MHP PARKVIEW TOWERS, INC. 12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800
RESOLUTION 13-04
RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PARKVIEW TOWERS, INC.
The Board of Directors of MHP Parkview Towers, Inc. (the "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation at a meeting held on Janaury_22, 2011, the following resolution:
WHEREAS, the Corporation was established exclusively for the purposes of serving as general partner of MHP Parkview Towers, LP (the “Partnership”) which will provide 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 Partnership was organized by MHP to own, renovate, operate, manage and lease a rental apartment facility located at 7667 Maple Avenue in Takoma Park, Maryland and known as Parkview Towers Apartments (the “Property”); and
WHEREAS, the Partnership proposes to enter into a Contract of Sale (the “Contract”) with MHP Parkview Towers, LLC, to purchase and operate the Property for use as housing for low-income persons (the “Project”); and
WHEREAS, the Partnership has sought various sources of financing for the Project; and
WHEREAS, the Partnership proposes to obtain a loan to assist with the purchase and renovations from the Community Development Administration, a unit of the Maryland Department of Housing and Community Development in the approximate amount of $10,925,000.00 (the “CDA Loan”); and
WHEREAS, in connection with the CDA Loan, certain additional security is required by CDA and in order to satisfy such requirement the Partnership has negotiated with CapOne to provide for a negative arbitrage letter of credit in the approximate amount of $300,000.00 from CapOne or other Provider (the “Letter of Credit”); and
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interest
of the Partnership to take all actions to facilitate the aforesaid loans by entering into any and all agreements with the lenders and the issuer of the Letter of Credit. NOW, THEREFORE, BE IT RESOLVED that the Corporation is and shall be authorized to execute the documents necessary to obtain the Letter of Credit on behalf of the Partnership.
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BE IT FURTHER RESOLVED, that MHP Parkview Towers, Inc., as general partner of the Partnership acting through any Vice President, or Assistant Secretary is authorized and directed on behalf of and in the name of the Partnership to execute the request for the Letter of Credit and execute any reimbursement agreements, pledge agreements, security agreements or other documents necessary to obtain the Letter of Credit. BE IT FURTHER RESOLVED, that the Corporation acknowledges and accepts the inclusion in the documents evidencing or relating to the Letter of Credit of a confession of judgment clause in favor of the issuer of the Letter of Credit.
BE IT FURTHER RESOLVED, that any Vice President, or Assistant Secretary of MHP Parkview Towers, Inc., as general partner of the Partnership, be and hereby is authorized, empowered and directed, on behalf of the Partnership 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 any Vice President, or Assistant Secretary on any documents or instrument or the performance of any such actions shall be conclusive evidence of such Vice President, or Assistant Secretary’s authority to take such actions or execute such documents or instrument on behalf of the Corporation for the Partnership.
BE IT FURTHER RESOLVED that any Vice President, and Assistant Secretary of the Corporation are hereby further authorized and directed to perform all such acts, sign all such agreements and other papers, execute all such transfers, certificates and conveyances and do such other matters and things which seem proper which may be required in connection with the Letter of Credit.
BE IT FURTHER RESOLVED that all previous actions taken or documents executed and delivered by any Vice President, and the Assistant Secretary on behalf of the Corporation in connection with authorizing or operating or pursuing the Letter of Credit by the Partnership in any capacity are hereby ratified and approved. I hereby certify that the foregoing resolutions were approved at a duly conducted meeting of MHP Parkview Towers, Inc. on the 22nd day of January, 2013. By: ______________________________________
Jill Goodrich, Assistant Secretary
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MHP PARKVIEW TOWERS, INC. 12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800
RESOLUTION 13-05
RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PARKVIEW TOWERS, INC.
The Board of Directors of MHP Parkview Towers, Inc. (the "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on January 22, 2013, the following resolution: WHEREAS, MHP Parkview Towers, LP (the “Partnership”), was organized for the purpose, among others, of developing and operating low-income housing; WHEREAS, the Partnership wishes to own and operate a project known as Parkview Towers Apartments, consisting of 125 units of rental housing in located at 7667 Maple Avenue, Takoma Park, MD, constructed as housing for low-income persons (the “Project”); WHEREAS, the Corporation is the general partner of the Partnership and was also organized for the purpose, among others, of developing and operating low-income housing;
WHEREAS, the Partnership proposes to enter into a Contract of Sale (the “Contract”) with the seller, MHP Parkview Towers, LLC (the “Seller”) to purchase the Property for use as housing for low-income persons (the “Project”); WHEREAS, the Partnership has secured various sources of financing for the Project;
WHEREAS, the Partnership will obtain a loan from the Community Development Administration, a unit of the Maryland Department of Housing and Community Development in an amount not to exceed 110% of $10,925,000.00 (the “CDA Loan”) to provide funding for the acquisition and renovation of the Property;
WHEREAS, the Partnership desires to accept a Maryland Housing Rehabilitation
Program loan from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $500,000.00 (the “DHCD Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Rental Housing Works (RHW) loan from Maryland Department of Housing and Community Development (DHCD) in the approximate amount of $1,500,000.00 (the “DHCD Second Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project (collectively the DHCD Loan and the DHCD Second Loan are hereafter known as the “DHCD Loans”);
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WHEREAS, the Partnership desires to accept a Housing Innovation Fund (HIF) loan from Montgomery County Department of Housing and Community Affairs (DHCA) in the approximate amount of $950,000.00 (the “DHCA Loan”), the proceeds of which are to be used by the Partnership to provide acquisition and renovation financing on the Project;
WHEREAS, the Partnership desires to accept a Jane E. Lawton Conservation Fund energy loan from the Maryland Energy Administration with final terms to be approved by any Vice President or Assistant Secretary of the Corporation on behalf of the Partnership, in the approximate amount of $579,000.00 (the “MEA Energy Loan”), the proceeds of which are to be used by the Partnership to provide energy efficient renovations to the Project;
WHEREAS, the Partnership desires to accept a loan from the Seller under the Contract in the approximate amount of $1,000,000 to provide a source of acquisition funding (the “Take Back Loan”); and
WHEREAS, the Partnership wishes to obtain an equity investment from an affiliate of Enterprise Community Investment, Inc. (“Enterprise”), in the approximate amount of $5,000,000.00 (the “Investment”);
NOW, THEREFORE, BE IT RESOLVED that the Corporation, acting on behalf of the Partnership, may use any Interim Income the Project generates in the course of construction to pay for the acquisition and renovation of the project; and
BE IT FURTHER RESOLVED, that Corporation acknowledges and accepts the inclusion of a confession of judgment provision in the loan documents evidencing the CDA Loan in favor of CDA, including any promissory note, deed of trust, security agreement, financing statement, regulatory agreement, guaranty of completion, and any and all other related certificates or agreements required in connection with the making of the CDA Loan.
BE IT FURTHER RESOLVED, that Corporation acknowledges and accepts the inclusion of a confession of judgment provision in the loan documents evidencing the DHCD Loans in favor of DHCD, including any promissory notes, deeds of trust, security agreements, financing statements, regulatory agreements, guaranty guaranties of completion, and any and all other related certificates or agreements required in connection with the making of the DHCD Loans.
BE IT FURTHER RESOLVED, that Corporation acknowledges and accepts the inclusion of a confession of judgment provision in the loan documents evidencing the MEA Energy Loan in favor of DHCD, including any promissory note, deed of trust, security agreement, financing statement, regulatory agreement, repayment guaranty, and any and all other related certificates or agreements required in connection with the making of the MEA Energy Loan.
BE IT FURTHER RESOLVED, that the Corporation is hereby authorized to enter into, execute and deliver all notes, deeds of trust, regulatory agreements, security agreement, loan agreement and related certifications, statements, instruments and documents deemed necessary
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or appropriate in connection with the CDA Loan, the DHCD Loans, the MEA Energy Loan and the DHCA Loan and the Take Back Loan. BE IT FURTHER RESOLVED, that any Vice President and Assistant Secretary of the Corporation be and hereby is authorized, empowered and directed, on behalf of the Partnership 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 any such Vice President and Assistant Secretary on any documents or instrument or the performance of any such actions shall be conclusive evidence of any such Vice President and Assistant Secretary’s authority to take such actions or execute such documents or instruments on behalf of the Partnership.
I hereby certify that the foregoing resolutions were approved by majority vote of Board of Directors of MHP Parkview Towers, Inc. on the 22nd day of January, 2013. By: ______________________________________
Jill Goodrich, Assistant Secretary
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MHP PARKVIEW TOWERS, INC. 12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800
RESOLUTION 13-06
RESOLUTIONS OF THE BOARD OF DIRECTORS OF MHP Parkview Towers, INC.
The Board of Directors of MHP Parkview Towers, Inc. (the “Corporation”), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said corporation on the 22nd_ day of January, 2013, the following resolution:
WHEREAS, MHP Parkview Towers, LP (the “Partnership”), was organized for the purpose, among others, of developing and operating low-income housing;
WHEREAS, the Partnership wishes to own and operate a project known as the Parkview Towers Apartments, consisting of 125 units of rental housing in one building located at 7667 Maple Avenue, Takoma Park, MD, constructed as housing for low-income persons (the “Project”);
WHEREAS, the Corporation is the general partner of the Partnership and was also organized for the purpose, among others, of developing and operating low-income housing;
WHEREAS, the Partnership wishes to obtain an equity investment from an affiliate of Enterprise Community Investment, Inc. (“Enterprise”), in the approximate amount of $5,000,000.00 (the “Investment”);
WHEREAS, as part of the Investment, Enterprise shall require that the Partnership Agreement for the Partnership be amended and restated in its entirety to reflect the terms of the Investment (the “Amended Agreement”);
WHEREAS, as part of the Investment, Enterprise requires that the Partnership enter into various documents relating to the development and/or operation of the Project (the “Syndication Documents”);
WHEREAS, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to take all actions necessary to facilitate the Investment in the Partnership by Enterprise by entering into any and all agreements with Enterprise and/or the Partnership, on its own account, and as general partner of the Partnership, and to take any and all further actions to facilitate the Investment in the Partnership by Enterprise;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to enter into, execute and deliver the following listed Syndication Documents and instruments;
1. Amended and Restated Agreement of Limited Partnership of MHP Parkview Towers, LP2. Unconditional Construction Completion Guaranty Agreement;
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3. Right of First Refusal; 4. Partnership Management Services Agreement; 5. Guaranty Agreement; 6. Development Services Agreement; and 7. Such other documents as required in connection with the closing of the Investment by
Enterprise
BE IT FURTHER RESOLVED, that any Vice President or Assistant Secretary of the Corporation be and hereby is authorized, empowered and directed, 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 any Vice President, or Assistant Secretary on any documents or instrument or the performance of any such actions shall be conclusive evidence of any Vice President or Assistant Secretary’s authority to take such actions or execute such documents or instrument on behalf of the Corporation for its own account and/or as a general partner of the Partnership; and RESOLVED FURTHER, that any and all acts heretofore taken by any Vice President or Assistant Secretary of the Corporation in connection with the matters authorized by the foregoing resolutions are hereby ratified, confirmed, adopted and approved by the Board of Directors of the Corporation; and
CERTIFICATION I, Jill Goodrich, Assistant Secretary of MHP Parkview Towers, Inc., a Maryland corporation, 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 or at a meeting of said Board duly and regularly called, noticed and held on January 22, 2013, at which meeting a quorum of the Board of Directors was present and voted in favor of said resolutions; that said resolutions are now in full force and effect; that there is no provision in the Articles of Incorporation or Bylaws of said corporation, or any shareholder agreement, limiting the power of the Board of Directors of said corporation to pass the foregoing resolutions and that such resolutions are in conformity with the provisions of such Articles of Incorporation and Bylaws; and that no approval by the shareholders of, or of the outstanding shares of said Corporation is required with respect to the matters which are the subject of the foregoing resolutions. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate seal of said corporation as of January 22, 2013.
Goals: 1.15 5% 95% 30% 15-30 daysProperty: # of units DCR Vac Loss Coll Rate Ann Turnover Avg Days VacantPembridge Square 133 1.21 2% 99% 3% 51Amherst Square 125 1.4 1% 99% 19% 25Blair Park 52 1.54 4% 98% 15% 84Greenwood Terrace 50 1.42 7% 99% 56% 50Dring's Reach 105 1.6 4% 98% 42% 38Beall's Grant 74 1.37 7% 99% 16% 96Parkview Manor 53 0.93 4% 96% 23% 49Parkview Towers 125 1.12 5% 99% 22% n/a This is due to renovation7610 Maple 36 8.17 0.20% 99% 22% 12Edinburgh House 45 n/a n/a n/a n/a n/a This is due to renovationGreat Hope Homes 104 1.24 1% 98% 15% 45Halpine Hamlet 67 1.44 n/a 99% 18% n/a This is due to renovationGilbert Highlands 21 1.4 1% 98% 38% 32MHP TPP 75 1.43 2 98% 5% 19MHP SSI 231 1.63 2% 99% 19% 16MPDU Rental 6 2.41 4% 96% 67% 71SS/Nolte II 15 n/a n/a n/a n/a n/a This is due to holding units for renovation.
Pembridge Square:This is due to a 60% one bedroom that took longer to rent as one bedrooms usually do. Also rent is high although comparable to other competitors. Another unit, applicant cancelled after holding unit for 20 days.Blair Park:This is due to three one bedrooms, two of which took considerable time to find a qualified applicant. Numerous applicants were denied due to poor credit and not meeting income requirements.Greenwood Terrace:We had eight vacancies for that period of which six were residents that resided two years or more. Of the eight units six were one bedrooms that are normally harder to lease and tend to sit.Dring's Reach:We had an eviction and a skip at Dring's. Other move outs were due to employment loss, relocation and needing larger or smaller units that we did not have available at the time.Beall's Grant:
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This is due to the fire unit. All loss was not recouped by insurance. There were several applicants but they were all denied due to poor credit. One applicant cancelled after being approved and the office holding the unit for them for almost a month.Parkview Manor:ADV: Parkview Manor apartment #5034-10 was turned and just prior to re-lease, a moisture/mold problem was discovered on the surface of a rear bedroom, below-grade wall. An independent contractor was hired to assess the source(s) of moisture and the repairs required to prevent the problem. Remediation/moisture prevention work was performed to the interior and exterior of the residence. At this time the residence has been repaired and re-leased.DCR: The property had an unusually low debt service coverage ratio due to unanticipated expense increases during the 3rd quarter: assessment/remediation expenses were incurred to address the moisture penetration problems in 5034-10; real property taxes exceeded budget by $9,000 and the shortfall was paid by operations; the real property tax escrow was increased significantly to address the increase in real property tax expense; and a deposit of $4,074 was paid toward replacement of antiquated/obsolete mailboxes. Some of this will be recouped through replacement reserve.Great Hope Homes:An unusually large number of vacancies during this period (5) in combination with a large number of disqualified applicants (32) lead to slower re-leasing of the vacancies.Gilbert Highlands:ADV: Two one-bedroom apartments were vacated at Gilbert Highlands in the third quarter. Despite regular advertising, the property had difficulty finding qualified applicants to fill these one-bedroom vacancies (thirteen applications were processed and denied during this time period).AT: Annualized turnover of 38% is the result of two, simultaneous vacancies at a very small (21 unit) property. These were the only two vacancies at the property since January 1, 2012, which translates to an actual turnover of 13%. One household was evicted; and the other household did not renew their lease (moved-in with a friend). MPDU Rental:This is a system error due to the transition from SSI to MPDU. Speaking with BP Tech to correct. Average days should be about 43 days vacant. This was due to an eviction and several applicants that were denied due to poor credit.
