final agenda...moco & national housing market scan 43,000 current shortage in affordable units...

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12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800 BOARD MEETING NOTICE Date: Tuesday, November 27, 2012 Time: 6:30 p.m. Board Meeting Place: Greenwood Terrace Community Center ** 8504 Greenwood Avenue Silver Spring, MD RSVP: Please call Leonor Rivera at 301-622-2400, ext. 10 FINAL AGENDA 6:30 I. COMMITTEE MEETINGS II. INFORMATION EXCHANGE A. President’s Report - pg. 2 B. Chair’s Report C. Report from Committees III. CONSENT ITEMS A. Approval of Minutes of October 23, 2012 - pg. 4 IV. DISCUSSION AND ACTION ITEMS A. MHP Market Trends – Presentation by Ilana Branda - pg. 6 B. Resolution 12-43 – MHP FY13 Budget pg. 14 C. Resolution 12-40 – 439 North Frederick (Loans & Closing Approvals) - pg. 35 D. Resolution 12-41 – 439 North Frederick (PNC Guaranty) - pg. 38 E. Resolution 12-44 – 439 North Frederick (MHP on behalf of LLC for agreements) pg. 41 F. Resolution 12-45 – 439 North Frederick (MHP on behalf of LLC for PNC loan) pg.44 G. Building Dreams Fundraising Team H. MHP Toy Drive V. INFORMATION ITEMS A. Financial Report pg. 48 B. Fundraising Report pg. 52 C. Board Calendar pg. 53 VI. EXECUTIVE SESSION 8:30 VII. ADJOURNMENT ** Directions: Take MD-193 E/University Boulevard toward Langley Park from the Capital Beltway. Stay on MD-193 E/University Boulevard for about 1 mile, then turn right onto Piney Branch Road. Turn left onto Greenwood Avenue. The property is two blocks down on the right-hand side. The entrance to the community center is down at the far end of the property and shares an entrance with the rental office. There is a marked canopy over the door. \\mhp-dc\data\Board\Agenda\2012\Nov 12.doc

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Page 1: FINAL AGENDA...MoCo & National Housing Market Scan 43,000 Current shortage in affordable units in MoCo affordable to households earning less than $90,000/year. Number increases closer

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

BOARD MEETING NOTICE Date: Tuesday, November 27, 2012

Time: 6:30 p.m. Board Meeting Place: Greenwood Terrace Community Center ** 8504 Greenwood Avenue Silver Spring, MD RSVP: Please call Leonor Rivera at 301-622-2400, ext. 10

FINAL AGENDA 6:30 I. COMMITTEE MEETINGS

II. INFORMATION EXCHANGE

A. President’s Report - pg. 2 B. Chair’s Report C. Report from Committees

III. CONSENT ITEMS A. Approval of Minutes of October 23, 2012 - pg. 4

IV. DISCUSSION AND ACTION ITEMS

A. MHP Market Trends – Presentation by Ilana Branda - pg. 6 B. Resolution 12-43 – MHP FY13 Budget pg. 14 C. Resolution 12-40 – 439 North Frederick (Loans & Closing Approvals) - pg. 35 D. Resolution 12-41 – 439 North Frederick (PNC Guaranty) - pg. 38 E. Resolution 12-44 – 439 North Frederick (MHP on behalf of LLC for agreements) pg. 41 F. Resolution 12-45 – 439 North Frederick (MHP on behalf of LLC for PNC loan) pg.44 G. Building Dreams Fundraising Team H. MHP Toy Drive

V. INFORMATION ITEMS A. Financial Report pg. 48 B. Fundraising Report pg. 52 C. Board Calendar pg. 53

VI. EXECUTIVE SESSION 8:30 VII. ADJOURNMENT

** Directions: Take MD-193 E/University Boulevard toward Langley Park from the Capital Beltway. Stay on MD-193 E/University Boulevard for about 1 mile, then turn right onto Piney Branch Road. Turn left onto Greenwood Avenue. The property is two blocks down on the right-hand side. The entrance to the community center is down at the far end of the property and shares an entrance with the rental office. There is a marked canopy over the door.

\\mhp-dc\data\Board\Agenda\2012\Nov 12.doc

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

PRESIDENT'S REPORT

1. Parkview Towers (125 units) – The refinance of this property has been postponed from December 2012 toFebruary 2013 primarily due to the capacity constraints of the State and tax credit syndicator.

2. Olney Springs (114 units) – MHP and its partner (Elm Street) plan to close on the land in December.However, construction commenced in September in accordance with an early start agreement with the County.

3. Halpine Hamlet (67 units) – The contractor has renovated all 67 of the units (about one month ahead ofschedule) and is currently punching out the project.

4. Beall’s Grant (14-unit vacant building) – Renovation work will be completed in January 2013.

5. Silver Spring Library Residential Project (134-units; mixed family/seniors) – MHP submitted a 9% taxcredit application to the State of Maryland on September 11th and just found out that we were not awarded taxcredits. We are trying to get more information from the state and will do a debriefing to see how we can bemore competitive for the next round. We had been proceeding with the entitlement process and will have todecide with the County whether we should continue proceeding or wait for until after the next round of taxcredits.

6. 439 N. Frederick Avenue (32 units) – MHP has this property (three, three-story buildings in Gaithersburg)under contract. Staff plans to close on this property by the end of the year.

7. Edinburgh House – MHP had a nice ribbon cutting. Ike Leggett was the featured speaker, and we had a goodturnout.

8. Neighborhoods – MHP continued to work on its Purple Line/Long Branch Affordable Housing RightsCollaborative, including solidifying partnerships with key stakeholders, and kicked off its 2013 contract withMontgomery County DHCA.

9. MPDU Rentals – In late October, MHP purchased four newly constructed MPDU rentals in the Poplar Runsubdivision (Silver Spring).

10. Fundraising – Receipts from granting institutions are $405,205 with a further $107,114 committed butnot yet received. Applications totaling $255,000 are still pending. Looking ahead, MHP will besubmitting four more applications before the year is out, with one, to MD DHCD for acquisition,rehabilitation, and/or neighborhood stabilization, for at least $500,000. Our October 23rd benefitbreakfast, Building Community – Fulfilling Dreams was an overwhelming success, with over 230 inattendance. 133 of those either gave or pledged for a 1st year total, including leadership, challengegrants, and event sponsorship, of $219,000 and a five year cumulative total of $402,000. MHP willalso be sending out an “end of year” appeal by mail and will be seeking contributions in support of itsannual holiday toy drive.

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11. Community Life – The holiday parties for the sites are scheduled for December: Halpine Hamlet – Monday,December 10th from 6-8 pm; Great Hope Homes – Wednesday, December 12th, Play and Learn from 11-12 andHomework Club from 4-5; Gilbert, Glenville, Greenwood and Maple – Wednesday, December 12th from 5:30-7; Amherst Square – Thursday, December 13th for Play and Learn from 1:30-3; and Pembridge Square –Thursday, December 13th for the Homework Club from 3:30-5:45. For more information, contact Sulema [email protected].

12. IT – Thanks to a grant from the Graham Fund, MHP was able to buy a new server and new computersfor most of the staff. With that, MHP updated all of its computers with Office 2010 software.

13. Office Move – MHP, with the help of Gene Sachs as our broker and Bill Oshinsky as our attorney, isin the process of negotiating the lease with the landlord and anticipate a final draft within the next twoweeks. The landlord has agreed to do an environmental assessment of the office space since theprevious tenant had laser labs, but all indications are that the labs did not use or generate anyhazardous materials. Contractors are getting ready to bid on the work and the permit was applied forlast week. The anticipated move date is April 2013.

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

MHP Board MeetingOctober 23, 2012

Meeting called to order at 6:45 pm

I. Information Exchangea. President’s Report – Jill Goodrich reported briefly on Robert Goldman’s

behalf about the Building Dreams eventb. Chair’s Report – Vicki Davis thanked everyone for attending breakfast;

she reported that the Finance Committee spent one morning going throughproperty budgets and received information about who lives at theproperties (HH composition, employers, percentage of income towardsrent) which may affect policy decisions for further discussion; welcome toEvan Glass

c. Report from Committees – Gina Williams reported on behalf of theFinance Committee about the budget review process and recommendedthe property budgets for approval

II. Consent Itemsa. Minutes of September 25, 2012 were unanimously approved

III. Discussion and Action Itemsa. Resolution 12-37 – FY13 Property Budget – 610-614 Silver Spring

Avenue was unanimously approvedb. Resolution 12-38 – FY13 Property Budget – Gilbert Highlands (MHP

Flower-Maple) was unanimously approvedc. Resolution 12-39 – FY13 Property Budget – Parkview Towers was

unanimously approvedd. Resolution 12-42 – Parkview Towers Authority to Lend Pre-development

Funds – Artie Harris reported that we are planning to close with the Statein December and need additional funds for the bond issuance costs –resolution was unanimously approved (with language to include that this iscontingent on the State approval)

e. MHP FY13 Draft Budget – Mark Meier addressed some questions fromGina Williams about investment income and health insurance costs; Ginaasked if the departments have contributed their wishes or needs as part ofthis budget; Vicki explained more about the income sources and expenses;discussion was had about how we determine priorities regarding CLcenters on property and level of rehab; this led in to discussion regarding

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level of rehab at Parkview Towers and willingness to defer more of thedevelopers fee in order to finish the rest of the units or using some of theequity fund and Artie agreed to get estimate on additional kitchens andbaths; Vicki wants info on number of children and cost of communityroom and how this will all affect operating budget; Vicki asked Artie tocome back next month to report on this

IV. Report from Subsidiariesa. FY13 Property Budgets – the Subsidiary Corporations will meet to vote on

the resolutions

V. Information Itemsa. Financial Reportb. Fundraising Reportc. Board Calendard. MPDU Information Sheets

VI. Adjournment at 8:05 pm

Board Members Present: Linda Kelly, Deann Collins, Vicki Davis, Faten Alajmi,Christopher King, Stephen Holmquist, Matthew Leydig, Cindy Bar, Richard Smith,Vicky Carrasco, Evan Glass, Gina Williams

Board Members Absent: Bob Mitchell, Tebabu Assefa, Gene Sachs, Alisa Smedley,Jorgen Punda, Barry Flax

Staff Present: Jill Goodrich, Artie Harris, Mark Meier

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Where is the Housing Market?

MoCo & National Housing Market Scan

43,000 Current shortage in affordable units in MoCo

affordable to households earning less than

$90,000/year. Number increases closer to 50,0000

when adjusted for household size.

Area Median Income for MoCo for a family of four is $107,500 and $75,250 for an individual.

Montgomery Housing Partnership 11.2012. Data sourced from DHCA Housing Policy, George Mason University’s

Center for Regional Analysis, MoCo Planning Department, RealtyTrac, MoCo Snapshot 2012, Multifamily Rental

Assessment: BRAC Report and HUD.

77% As of Sept. 2012, percentage median sale prices

to the MoCo peak price of $602K in 2006.

4 The number of full-time minimum wage jobs a household needs to afford the

fair market rent for a 2-bdrm apt in MoCo.

Costs are growing disproportionately to income

In 2011 rent in MoCo averaged $1,422/mth, for all units - an increase of 55% since 2000.

Increase in housing and transportation costs (ownership and rental) from 2000 to 2010 for the Washington, DC metro area

37% increase in housing costs

13% increase in

transportation costs

35% increase in income

971,777 MoCo’s population –

an increase of 11%

since 2000. 50% Percentage of housing stock in MoCo that is over 30 years old.

Nationally, since 2006:

4.8 million new RENTERS

1.7 million new OWNERS

7.5% MoCo poverty rate – an

increase of 11% from 2009 and the highest rate it has

been in two decades.

Ratio of foreclosures to total number of housing units in

September 2012 1:1,872

MD

1:730 US

1:2,764 MoCo

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MHP Environmental Scan November 2012 1

MHP External Environmental Scan November 2012

This paper is a summary of some of the trends going on in the market as it relates to affordable housing,

the housing market in general, housing finance and the work of MHP. We prepared a similar paper

during the strategic planning process which helped form the basis of some of our strategic planning

decisions. With the hiring of Ilana, who does research and policy work for MHP, we thought it would be

useful to discuss with the board at least once per year some of these market trends. Interestingly, at the

same time, one of our funders, NeighborWorks America, requested that all of its members begin

preparing such a document annually.

We recommend that the Board review the paper and come to the Board meeting with any additional

trends that they are seeing in the market place. This paper is for MHP purposes only and should not be

shared with anyone outside of MHP’s board or staff.

I. Policy Issues

a. Fiscal Cliff. Congress will address tax reform and deficit reduction. Unless a deal is cut (or an

extension issued) on deficit reduction prior to 12/31 all agencies will see a cut of 8.2% across all

non-defense spending (Medicaid and TANF are exempt). The effective impact of the cut could

be greater. The 8.2% is based on the total FY13 budget, however we will already be 3 months

into FY13, therefore the cuts will only be spread over the remaining 9 months of FY13.

Additionally, the Bush tax cuts, child tax credit, payroll tax holiday and New Market Tax Credits

are all set to expire at the end of the year. Low-Income Housing Tax Credits are also on the table

for reform, which even if not impacted directly may be indirectly impacted if corporate tax rates

are lowered. If no agreement is reached these cuts and expirations will lead to a projected

reduction in the federal deficit by $6.8 trillion over 10 years. Most economists believe that such

drastic spending cuts and tax increases would push the US back into a recession. It is estimated

that Maryland could lose up to $117.6 million in FY13 in direct federal aid if sequestration goes

through.

b. Mortgage Interest Deduction. As part of tax reform changes to the mortgage interest deduction

are being floated. The mortgage interest deduction costs the government approximately $100

billion a year. Of note, Maryland has the highest number of residents taking advantage of this

write-off with 37.5 percent. National Association of Realtors and the National Association of

Home Builders are planning strong lobbying efforts to keep the mortgage interest deduction

intact. National Low Income Housing Coalition, with Representative Keith Ellison (D-MN) has

proposed reforming the deduction to a non-refundable credit with eligible mortgages capped at

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MHP Environmental Scan November 2012 2

$500,000 and proceeds going to the National Housing Trust to support affordable housing. This

change is anticipated to raise approximately $30 billion for the Trust.

c. Renters’ tax credit. In conjunction with the above point, total federal spending to homeowners,

including federal outlays and tax deductions, credits and exclusions was about $250 billion in

2012, whereas spending on rental programs (LIHTC, public housing, section 8, etc.) was about

$60 billion. The Center on Budget and Policy Priorities is working to develop a renters’ tax credit

to even the playing field a little bit and provide assistance to low-income families. The latest

iteration includes a $5 billion investment over 5 years that would help 1.2 million families

reducing their housing costs by approximately $400/month. Property owners or the lending

bank would file for the credit.

II. Government

a. Funds to support affordable housing. On a Federal level, with the impending potential

sequestration agencies are uncertain of their spending ability, thereby impacting allocation of

funds to support affordable housing. Agencies are currently in a holding pattern to see what

their budgets will ultimately be. Locally, the HIF fund has only a couple of million dollars in it

prohibiting large investments in any single project. However, the County does seem to find

money when they really want to move a project forward. For example, HOC is receiving $5

million to support the purchase of Glenmont Crossing.

b. MD DHCD. The state of Maryland last year has seen an increase in funding of $17.5 million

through a new program called Rental Housing Works Program that provides gap financing for

tax exempt bond deals. The affordable housing community will be advocating for another

allocation of funds for next year. The State is currently revising the Qualified Allocation Plan that

governs the Low-Income Housing Tax Credit process. Therefore, there will not be another round

of credit allocations until the Fall of 2013.

c. Montgomery County DHCA. The long time Housing Chief, Joe Giloley, the number two person at

the department has retired. Jay Greene has been hired to replace him. He has extensive housing

experience in the District of Columbia. The County has proposed a Housing Plan (Summarized

below) that will serve as a blueprint for their housing policies for the coming future. The plan is

currently before the County Council. In addition, DHCA has decided that they need to improve

their asset management role over the projects they have funded in light of increased federal

regulations. Lastly, DHCA is trying to develop a strategy for the acquisition of MPDUs.

d. Energy Programs. The State is scheduled to pilot an energy retrofit program entitled Energy

Innovation Fund. The program will provide funds to projects already in DHCD’s pipeline, selected

by DHCD. DHCD will restructure the financing on the project to create enough cash flow to pay

back the energy loan. DHCD has $2.75 million to spend by Dec 2013, with a 12-month reporting

period to follow. Projects must demonstrate a 20% energy improvement.

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MHP Environmental Scan November 2012 3

e. Accessory Dwelling Units. The County Council introduced legislation on November 13th to

amend the accessory dwelling unit licensing process. This legislation will complement the

proposed zoning text amendment by defining the licensing process and community hearing

process. The PHED committee has been working hard to objectify all aspects of the license

criteria to enable DHCA to either check yes or no in determining who can obtain a license. Signs

will be required outside of the property at the time of submitting an application to serve as

notice to surrounding neighbors. They are also leaving the option open for property owners to

obtain a special exemption if they want a waiver from the parking or distance between units

requirement. Community members can also request a hearing with the Hearing Examiner if they

have an objection based on material facts or parking issues.

f. Housing Policy 2012. Montgomery County released a draft housing policy in October and

presented it to the County Council on November 13th. The document outlines in broad terms the

governing policies DHCA will employ. The Policy follows the objectives outlined in the 2011

Housing Element to the Montgomery County General Plan. Overall, the goals are to preserve

existing regulated affordable housing and strive for no net-loss of such units, increase the

number of affordable units, continue neighborhood investment activities, homelessness

prevention and promoting new housing especially in transit oriented areas. The plan calls for

additional emphasis on using County owned land to provide at least 30% affordable housing and

providing housing for special needs communities, including individuals with HIV, mental health

concerns and transitioning out of homelessness. Additionally, the plan calls for looking for

additional opportunities to support increased MPDU development, mixed-use communities,

employer supported housing and enhanced accessibility and visitability design.

III. Competition

a. For-profit developers. Some are using LIHTC and other affordability programs as a way to

finance projects where they couldn’t get financing on the open market. This creates a tighter

pool for housing dollars and may affect the market absorption of subsidized and/or income

restricted units in some markets. Downtown Silver Spring is one area that has seen a number of

affordable housing developments by for-profit developers. An example includes The Galaxy – a

partnership between RST Development and HOC. HOC gave $38.5 million in tax-exempt bond

financing, supplemented by $5 million from the County’s HIF fund, LIHTC credits and a PILOT.

b. AHC. Over the last few years, AHC has looked to expand its presence in Montgomery County. It

recently bought The Hamptons at Town Center in Germantown. 768 units over 37 acres.

Financed in part by Montgomery County DHCA.

c. HOC. Has a new Executive Director, Stacy Spann. They recently had a bit of a shake-up in the top

management with the head of Real Estate Development, Public Policy, and Management being

let go. One of their strategies has been to partner with other developers. For example, they

have a property in Wheaton that they want to redevelop. They issued an RFP seeking an outside

develop to redevelop the site for them – as opposed to trying to develop it themselves.

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MHP Environmental Scan November 2012 4

d. CPDC. While always a regional developer who has done a couple of deals in Montgomery

County , CPDC has done a majority of its work in the District. It is making a big push to expand

work outside the District adding additional competition in the Montgomery County market.

Their Director of Real Estate recently left to do consulting, and they hired Chris Lopiano, who

used to do development work at the Bank of America CDC and other housing groups in DC and

Baltimore.

IV. Fundraising and Lending Market

a. Foundation Giving. Foundations are in a better giving position than the previous three years.

During that time they have restructured reporting requirements and are looking for more

quantitative data analyzing services and outcomes.

b. Access to Cash. Banks have a lot of debt to put out, but still maintain very tight underwriting.

Part of the ability to lend is attributable to the Washington metro area being a CRA friendly

market and the current low cap rates. Lenders have put all terms back on the table, requiring

every deal to have a lot of back and forth negotiation. Banks are also hesitant to tie up money

for a longer time, and are requiring higher NOIs, in order to demonstrate a higher debt coverage

ratio. Once you get the loan there are also additional reporting requirements causing more work

on the back end.

c. Low-Income Housing Tax Credits. As mentioned earlier tax credits may be impacted by an

overhaul of the tax system which Congress is scheduled to take up next term. Additionally, tax

credit prices are projected to go down next year as investors are pushing for higher returns.

Because returns have come down in the past year, insurance companies are, on the whole,

leaving the market. Also, a provision of the low that pegged nine percent tax credits at 9% is set

to expire, which means the value of a tax credit will go down.

d. Social Impact Bonds. These bonds provide upfront capital to local governments to implement

long-term prevention programs. The thinking behind the bonds is that if we can get the money

upfront for prevention services it will save money in the long-term. If the prevention program

meets its quantifiable goals then investors get paid back with interest. This is paid by the savings

the government has due to the success of the prevention program. Social Impact Bonds work

best when the prevention program has a proven track record and the long-term saving exceed

the cost of the prevention program. Some areas that fit this model include programs that

address homelessness, recidivism, workforce development, senior housing and childhood

obesity. Massachusetts and New York are both getting ready to pilot Social Innovation Bond

programs and other states are beginning to look at moving money from one area of the budget

due to savings created by another program. For example, there is some work in a few states to

move money from the health and human services budget to support special needs housing as a

way to save money over the long run.

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MHP Environmental Scan November 2012 5

V. Housing Market

a. Small, Small, Small. Units are being targeted to Gen Y and empty nesters. Most units coming

online are studio and 1-bedrooms, with a handful of 2-bedrooms. Not only is the number of

bedrooms in a unit shrinking but the size of the units is also shrinking. Local developers such as

JBG and PN Hoffman are now building micro-apartments in the 300-450 sq. ft. range.

b. Class A Pipeline. Class A apartments in this region continue to lease at high levels of demand.

Rents are up 2.7% since 2011 (effective base rent is around $1,700) and the vacancy rate is at

just 3.9%. Almost 15,000 units broke ground in 2011 – and we are on track for over 18,000 in

2012. This will provide an oversupply that isn’t expected to be balanced until 2015 or 2016. The

anticipated oversupply is leaving equity providers wary of the market.

c. Rental Units. In 2005, only 24 percent of rental units were single family homes. By 2010, that

number increased to 29 percent. George Mason University’s Center for Regional Analysis

believes this is a temporary shift based on current market conditions and the percentage of

single family home as rental units will begin to decrease again. Prices also continue to increase.

Trulia reported that nationally, October 2012 rental prices are 5.1% higher than during the same

period in 2011.

d. Foreclosures. Foreclosures are trending slightly upward as the housing market begins to recover

and banks are trying to recoup their losses. Maryland’s third quarter foreclosure filings were at

17.5 filings per 10,000 households. The 16th lowest in the Country. Nationally, the average is

40.5 filings per 10,000 households.

e. For-Sale Housing Market. The local housing market continues to tighten. The metro area’s

average inventory was only three months at the end of the third quarter in 2012, compared to

4.8 months last year.

f. Energy Efficiency. Going green is here to stay and becoming more standardized into

development projects and funding requirements. In Maryland, the state has moved funds from

the utility companies to MD DHCD to encourage green retrofits.

g. Multi-Family Sales. Many properties are owned by an aging senior population that is not

interested in selling. They have a negative basis in the property and don’t want to be hit with

the tax implications. They would rather the property pass to their children as an inheritance

after their death.

h. Construction. While construction costs have been low for a while, there seems to be some

indication that there will be a slight upward push on construction costs, especially among

materials. However, we don’t anticipate seeing an increase in design fees. While there is an

expectation of demand, projects are not materializing at a rate to justify increased fees. We are

noticing a consolidation of contractors in the area, very few little shops remain, making smaller

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MHP Environmental Scan November 2012 6

projects more costly to complete. For example, one of our active contractors, RKR Construction,

took his operation over to Hamel Builders.

VI. Asset Management

a. Operating Costs. Insurance premiums are on the rise, especially since MHP buys on the national

market. Claims in other markets (ie forest fires, hurricanes/superstorms, etc.) are causing our

prices to rise. Water and sewer rates are also increasing. Additionally, the County did not sunset

the increase on the energy tax and we are paying that on properties where we pay electric and

gas.

b. Tenants. While there has only been a minimal uptick in delinquencies through the recession, we

are seeing an applicant pool with much more credit problems making it harder to fill vacancies.

VII. Programming

a. Partnerships. It is increasingly necessary to partner with other non-profits and sometimes for

profits to be able to provide a continuum of services.

b. Services. The Demand for services continues to increase while the funding to support the

services is decreasing. We are seeing an uptick in residents coming to us for resume support and

as employment references.

VIII. Demographics

a. Metro gaining a younger population. The Washington, DC metro area is ranked number one for

people in the 25 to 34 year old age group. On average, in the preceding three years there has

been an average net gain to the area of 10,000 individuals in the 25 to 34 year old age group.

b. Grandparents as primary guardian. More households are seeing grandparents as the primary

guardian of their grandchildren. As of 2007, 6.2 million grandparents had grandchildren living

with them, of which 40 percent where responsible for providing for their grandchildren’s basic

needs. The median family income for these households is $44,469 when all 3 generations are

present, but drops to $33,453 when the parents of the grandchildren are not present. In terms

of the children, this represents 6.6 million children or nine percent of all children in the US.

c. Class/Income Divides. With the shrinking of the working class, US workers are segregating into

the creative class and the service class. The creative class, representing scientists, engineers,

business professionals, artists, entertainers and more currently numbers around 40 million. This

accounts for approximately one-third of the workforce. The creative class, on average, earns

$70,000/year, representing almost half of all US salaries. On the other hand the service class,

including food preparation, personal care and retail sales earns on average only $30,000 a year

but represents two-thirds of the US workforce.

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MHP Environmental Scan November 2012 7

IX. Industry Research

a. What Happens to Low Income Housing Tax Credit Properties at Year 15 and Beyond?

September 2012. HUD’s report shows that most properties do not lose their affordability at 15

years. Many have extended affordability agreements or are owned by non-profits that maintain

them as affordable. The only projects likely to convert to market-rate are those in favorable

markets and owned by for-profit entities. The report identifies three avenues a project can take

at year 15:

Remain affordable without recapitalization. Due to a number of the reasons noted above. Many will do some small rehab financed by refinancing the whole property, but without recapitalizing with tax credits.

Remain affordable with new sources of subsidy. When more than $6K in rehab per a unit is needed, it may be worth applying for a new tax credit allocation. This option seems to be becoming more popular, though many states still reserve majority of their nine percent credits for generating NEW affordable units and not preservation.

Reposition as market rate. Least common. Some owners noted they did this just to avoid reporting costs. Many of these still stay affordable. Sample rent survey of properties no longer being monitored by an HFA found that 49% had rents below LIHTC max.

b. Losing Ground: The Struggle of Moderate-Income Households to Afford the Rising Costs of

Housing and Transportation. October 2012. The Center for Housing Policy examines a more

comprehensive view of affordability by comparing income to housing and transportation costs

combined, as when housing prices go down there is generally an increase in transportation

costs. They found that housing and transportation costs are rising at a greater rate than income

creating a greater burden on families to pay for food, medical, care education and other

expenses. The discrepancy is hitting moderate-income families the hardest. Nationally,

households earning between 50 to 100 of the area median income pay 59 percent of their

income on housing and transportation costs. The report calls for reforms to preserve and build

additional affordable housing in “location-efficient areas” – areas near job center, public transit

opportunities and other low-cost transit options.

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C:\Users\lrivera\AppData\Local\Temp\Resolution 12-43_1F44A029.doc

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

RESOLUTION 12-43

RESOLUTION OF THE BOARD OF DIRECTORS OFMONTGOMERY HOUSING PARTNERSHIP, INC.

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the “Corporation”), aMaryland not-for-profit corporation, hereby adopts by majority vote of the Board of Directors ofsaid corporation on the 27th day of November, 2012, the following resolution:

WHEREAS, the Corporation is a nonprofit housing organization doing business in MontgomeryCounty, Maryland;

WHEREAS, the Finance Committee of the Board of Directors has reviewed the calendar year of2013 operating budget and recommends its approval.

NOW THEREFORE, BE IT RESOLVED, that the Corporation approves the attached calendaryear of 2013 operating budget.

IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by itsAssistant Secretary this _____ day of November, 2012.

_________________________________Jill Goodrich, Assistant Secretary

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Montgomery Housing Partnership, Inc. BUDGET FOR BOARD APPROVALStatement of Revenues and Expenses

ACTUALS BUDGET PROJECTED PROPOSED01/01/11 To Calandar 01/01/12 To BUDGET12/31/11 Year 2012 12/31/12 Year 2013

R E V E N U E SDEVELOPMENT FEES Development fees - Edinburgh $199,112 845,000 796,000 100% fee earned in 2012, $498K to be paid In 2013 Development fees - Maple Towers 1,213,305 - - Final completion in 2011 Development fees - Parkview Towers 20,000 240,000 750,000 2013 Fee = % of complet'n / Full Completion in 2014 Development fees - Town Cntre-Bealls 1 70,000 25,000 25,000 14 unit Bldg. rehab Development fees - Bowie Mil - Proceeds - 80,000 Installment proceeds of Lots sold Development fees - Halpine 260,556 60,000 1,042,000 Completion in 2012 100% Fee, cash to follow in 2013 Development fees - Quebec Terr. 75,000 Rehab assumed, if not sold Development fees - N.Fred.Ave. 50,000 Acquisition Fee, possibly in 2012 Development fees - Silv.Spr Ave. 37,500 37,500 Progress fee Development fees - Other 10,739 8,500 Refinacing fees earned MPDU Fees - Sales/Acquis. 24,000 48,000 24,000 32,000 8 units projected in 2013

Total development fees 1,745,212 1,043,000 2,127,000 1,058,000CONTRIBUTIONS / DONATIONS Contributions - Individuals 61,367 80,000 60,000 62,000 Contributions - Workplace giving 3,769 3,500 3,000 3,200 Contributions - Corporate 88,813 60,000 85,500 86,000 Contributions - Organization 4,383 20,000 12,000 11,000 Contributions - Foundations / Grants 391,226 325,500 430,000 435,000 Contributions - InKind (Audit & C.L.) 30,753 30,000 32,500 34,000

Total contributions/donations 580,311 519,000 623,000 631,200PROPERTY FEES Asset Management fees 362,669 387,000 380,000 399,650 Incentive Management fees 1,033,706 1,200,000 1,203,500 1,122,700 SSI (MPDU) $100K decrease in 2013 Community Activity Fees- Properties 230,312 290,000 277,500 276,250

Total property fees 1,626,687 1,877,000 1,861,000 1,798,600 From approved Property BudgetsCONTRACTUAL SERVICES Government Contract Income 273,687 190,000 160,000 140,000 CHDO $40K- C L $20K- Neigh$80K Grant- Debt Forgiveness - St.Lukes 11,879 10,000 9,000 8,000

Total grants / contracts 285,566 200,000 169,000 148,000OTHER SOURCES OF REVENUES Special Events 43,975 45,000 55,000 55,000 Golf Event Community Activities - Partic'pnt Fees 11,766 8,000 10,500 11,000 Interest - investment income 62,120 42,000 40,000 155,000 Add'l. - Equity fund 120,000 Investment income - (loss) (162) 200 4,400 9,400 Miscellaneous (444) 350 100 100 Total other revenues 117,255 95,550 110,000 230,500

TOTAL REVENUES 4,355,031 3,734,550 4,890,000 3,866,300

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Statement of Revenues and ExpensesACTUALS BUDGET PROJECTED PROPOSED01/01/11 To Calandar 01/01/12 To BUDGET12/31/11 Year 2012 12/31/12 Year 2013

E X P E N S E SSALARIES / BENEFITSSalaries Wages 1,673,485 2,192,150 1,959,380 2,380,040 Proj'cted 3% increase, 3 new positions, 2 part-time + internsEmployee Discret. Benefits Compens. 55,302 52,750 47,740 42,730 5 staff - Old system, 10% of salaryPayroll Taxes FICA & SUTA 133,842 178,800 166,161 205,180 Formula based on cost of CompensationEmployee Pension Benefits 403B 43,217 48,000 49,756 54,000 Per person calculatedEmployee Health Insurance 116,051 210,000 177,093 272,000 Present monthly cost Annualized + 15% increase + new staffEmployee Benefits- Life, LTD, STD 25,260 37,400 23,940 25,600 Modest increase assumedWorker's Compensation 9,646 9,300 8,970 9,700 Modest increase assumed Total wages / benefits 2,056,803 2,728,400 2,433,040 2,989,250

COMMUN. LIFE COSTSContract Employees Wages 70,593 93,000 80,800 84,100 Payroll taxes - FICA & SUTA 7,589 8,400 7,960 8,300Transportation 10,284 11,800 13,688 14,300Food 15,803 19,000 17,356 18,100Supplies 20,965 20,500 20,120 21,000Books 215 1,000 290 300Temporary help 35,517 39,000 23,685 24,700CL Miscellaneous Events 8,622 12,000 11,401 11,900 Total C L expenses 169,588 204,700 175,300 182,700 Small increase projected for expansion

PROGRAM COSTSLegal Fees 2,297 4,000 6,820 7,000Professional Consulting Fees 71,757 75,000 83,250 85,500 H R consultant $75K + several one-time Fees Edinburgh Loan Costs 35,000 17,500 MHP obligated coverage of EDH,LP debtTemporary Services 18,060 10,500 700 9,020 Includes $8,300 moving costsAdvertising - Employment 7,067 3,000 22,300 5,800 2012 included $20K Placement feeConference and Training 43,191 30,000 36,650 41,000 Increases each year for add'l. trainingsMeeting Expense 7,357 8,300 6,200 6,500Parking and Mileage 8,635 9,200 9,850 10,060Dues and Subscriptions 20,219 19,800 18,330 18,700Fundraising Exp 25,976 18,000 29,800 33,000 Golf Event + Breakfast meetingsOther Contract/Grant Costs 23,294 25,000 6,540 6,720 IDA Savings Match 3,960Messenger Delivery 2,647 2,000 1,700 1,800 Total program expenses 234,460 204,800 257,140 242,600

OVERHEAD EXPENSESAccounting/Audit Fees 112,407 125,000 139,300 142,000 Includes In-Kind ($34K in 2013)Insurance 6,620 7,300 6,800 8,000 15% increase expectedDuplicating, copying, printing 1,582 7,500 8,260 9,400 New copier installedPostage 3,997 4,800 5,090 5,250Supplies 17,341 16,500 19,560 19,950Rent 143,929 137,400 163,000 177,000 New lease + $20K old lse buy-out, Less Def'rd RentRepairs and Maintenance 26,236 34,000 34,550 35,241 Predominately I.T. maint.contractTelephone, Fax and Cell Phone 26,935 24,000 12,910 13,168Bank Charges / Payroll services 8,170 8,200 8,780 8,966Page 16

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Statement of Revenues and ExpensesACTUALS BUDGET PROJECTED PROPOSED01/01/11 To Calandar 01/01/12 To BUDGET12/31/11 Year 2012 12/31/12 Year 2013

Marketing & Outreach expenses 27,165 13,000 11,400 11,720Depreciation Expense 8,952 7,000 7,940 14,099 Add'l. for New Telph.Syst. & I.T. system.Amortization Expense 5,407 2,000 3,300 1,366Miscellaneous & Employee Goodwill 7,840 7,000 6,010 6,130 Total overhead expenses 396,581 393,700 426,900 452,290

OTHER EXPENSESInterest Expense 17,828 33,200 28,550 152,000 Add'l. - Equity fund 120,000Rental Subsidies 8,202 0 3,710 0 Loss on the Sale of Twinbook / Halpine 155,100 0 15,240 0Loan Origin Fee Incurred for Edinburgh LP 44,699 0 0 Total other 225,829 33,200 47,500 152,000

TOTAL EXPENSES 3,083,261 3,564,800 3,339,880 4,018,840

Net of Revenues to Expenses ( ACCRUAL) 1,271,770 169,750 1,550,120 (152,540)Net Revenue - Restrictiction Released 3,960

Increase (Decrease) in Net Assets ACCRUAL BASIS1,275,730 169,750 1,550,120 (152,540)

CASH AFFECTS:Dev.Fees Rec'vd, But Unearned 114,793 (34,793) (80,000)Payments of Prior Deferred Fees 74,500 62,000 63,262 100,000Dev. Fee at Year End, BUT Deferred (460,390) (349,000)Dev.Fee at Year End, BUT Accts.Rec (640,500) 640,500 (467,000) 407,500 Deprec/Amort. Expense - No cash 14,359 13,920 11,240 15,465 Capital Acquisitions (2,400) (32,000) (2,000) County St. Luke Loan Draws recpts 11,802 12,000 11,000 - Forgivness of debt - St.Lukes Fund (11,879) (9,600) (9,000) (8,000) Rent Adjusted to Payments 34,000 IDA Match - Restrict'n Fullfilled (3,960)

Net Revenues to Expenses adjusted 374,455 886,170 743,829 314,425

Development Fees Cash Adjustments:Cash Rec'vd, BUT Unearned Revenue EDH LP 49,653 (49,653) Halpine 65,140 (65,140) Parkvw Twrs 80,000 (80,000)Payments of Deferred Dev.Fees Flwr Maple 74,500 12,000 11,978 40,000 T P P 50,000 51,284 60,000Revenue Recognized, BUT Deferred Mple Twrs (460,390) Halpine (349,000)Year End Revenue, but A/R Mple Twrs (640,500) 640,500 640,500 Halpine (610,000) 610,000 Edinburgh (497,500) 497,500 Parkvw Twrs (700,000)

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2013 Budget of Revenues and Expenses 2013

BY PROGRAM BUDGET Asset MngtReal Est.Develpmt

Real EstateNeighbhd

Comm.Life Fundrais. Admin.

Combined 10 35 31 50 90 80

R E V E N U E SDEVELOPMENT FEES Development fees - N.Fed.Ave 50,000 50,000 Development fees - Silv.Spr.Ave 37,500 37,500 Development fees - Quebec Ter. 75,000 75,000 Development fees - Parkview Towers 750,000 750,000 Development fees - -Misc. 113,500 113,500 MPDU Fees - Sales/Acquis. 32,000 32,000

Total development fees 1,058,000 1,058,000CONTRIBUTIONS / DONATIONS Contributions - Individuals 62,000 5,000 57,000 Contributions - Workplace giving 3,200 3,200 Contributions - Corporate 86,000 28,000 58,000 Contributions - Organization 11,000 11,000 Contributions - Foundations / Grants 435,000 30,000 185,000 120,000 100,000 In Kind Donations 34,000 500 2,000 31,500

Total contributions/donations 631,200 0 30,500 220,000 280,700 100,000PROPERTY FEES Asset Management fees 399,650 399,650 Monthly pymts

Incentive Management fees 1,122,700 1,042,700 80,000 Community Activity Fees- Properties 276,250 276,250 Monthly pymts

Total property fees 1,798,600 1,442,350 356,250 0GRANTS - CONTRACTUAL SERVICES Government Contract Income 140,000 80,000 20,000 40,000 Grant- Debt Forgiveness - Comm.Life & St.Luke 8,000 8,000 0

Total grants / contracts 148,000 8,000 80,000 20,000 40,000OTHER SOURCES OF REVENUES Special Events 55,000 55,000 Community Activities - Partic'pnt Fees 11,000 11,000 Interest - investment/loan income 155,000 155,000 Investment income - Franklin Assoc 9,400 9,400 Miscellaneous 100 100

Total other revenues 230,500 155,000 66,000 9,500

TOTAL REVENUES 3,866,300 1,450,350 1,213,000 110,500 662,250 280,700 149,500

E X P E N S E SSALARIES / BENEFITSSalaries Wages 2,296,600 395,283 702,289 144,577 405,579 197,821 451,051Employee Discret. Benefits Compens. 42,730 5,791 17,635 7,432 8,011 0 3,860 Bonus (Annual) 83,440 9,280 22,918 5,391 17,169 6,296 22,386Payroll Taxes FICA & SUTA 8.5% 205,180 34,797 62,935 13,331 36,460 17,292 40,365Employee Benefits 403B - Match 54,000 9,294 16,513 3,399 9,536 4,651 10,607Employee Benefits- Hlth 272,000 18,469 49,450 11,451 43,817 0 148,813Employee Benefits- Life, LTD, STD 25,600 2,847 7,031 1,654 5,268 1,932 6,868Worker's Compensation 0.4% 9,700 1,645 2,975 630 1,724 817 1,909 Total wages / benefits 2,989,250 477,406 881,746 187,865 527,564 228,809 685,859

COMMUN. LIFE COSTSContract Employees Wages 84,100 84,100 Payroll taxes - FICA & SUTA 8,300 8,300Transportation 14,300 14,300Food 18,100 18,100Supplies 21,000 21,000Books 300 300Temporary help 24,700 24,700CL Miscellaneous Events 11,900 11,900 Total C L expenses 182,700 182,700

PROGRAM COSTS

Montgomery Housing Partnership, Inc.

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2013 Budget of Revenues and Expenses 2013

BY PROGRAM BUDGET Asset MngtReal Est.Develpmt

Real EstateNeighbhd

Comm.Life Fundrais. Admin.

Combined 10 35 31 50 90 80Legal Fees 7,000 1,000 6,000Professional Consulting Fees 85,500 5,000 80,500 Edinburgh Loan costs 17,500 17,500Temporary Services / Stipends 9,020 400 200 8,420Advertising - Employment 5,800 1,000 1,000 3,800Conference and Training 41,000 800 500 500 4,500 1,000 33,700Meeting Expense 6,500 800 800 1,000 3,900Parking and Mileage 10,060 280 6,000 150 200 700 2,730Dues and Subscriptions 18,700 2,500 950 15,250Fundraising Exp 33,000 18,000 15,000Other Contract/Grant Costs 6,720 6,720Messenger + Delivery 1,800 1,000 800 Total program expenses 242,600 1,880 35,700 7,370 25,850 16,700 155,100

OVERHEAD EXPENSESAccounting/Audit Fees 142,000 19,019 33,790 6,956 19,514 41,018 21,702Insurance 8,000 1,377 2,446 504 1,413 689 1,571Duplicating, copying, printing 9,400 1,618 2,874 592 1,660 810 1,847Postage 5,250 904 1,605 331 927 452 1,030Supplies 19,950 3,434 6,101 1,256 3,523 1,718 3,918Rent 177,000 30,465 54,126 11,143 31,258 15,246 34,763Repairs and Maintenance 35,241 6,066 10,777 2,219 6,224 3,036 6,921Telephone, Fax and Cell Phone 13,168 2,266 4,027 829 2,325 1,134 2,586Bank Charges / Payroll services 8,966 1,543 2,742 564 1,583 772 1,762Marketing & Outreach expenses 11,720 2,500 950 8,270Depreciation Expense 14,099 2,427 4,311 888 2,490 1,214 2,769Amortization Expense 1,366 235 418 86 241 118 267Miscellaneous & Employee Goodwill 6,130 1,055 1,875 386 1,083 528 1,204 Total overhead expenses 452,290 70,409 127,592 25,754 73,191 66,735 88,610OTHER EXPENSESInterest Expense 152,000 152,000Rental Subsidies 0IDA Sav. Match - Total other 152,000 0 152,000 0 0 0 0

TOTAL EXPENSES 4,018,840 549,695 1,197,038 220,989 809,305 312,244 929,569

Operations - Net of Revenues to Expenses ( ACCRUAL) (152,540) 900,655 15,962 (110,489) (147,055) (31,544) (780,069)

INCREASE IN NET ASSETS: (Accrual) (152,540) 900,655 15,962 (110,489) (147,055) (31,544) (780,069)

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Montgomery Housing Partnership, Inc.2 0 1 3 M O N T H L Y A S S I G N M E N T O F B U D G E T

F Y E 12 / 31 / 13 Calendar Year

BUDGET Jan.'13 Feb.'13 March'13 Apr May June July Aug Sept Oct Nov Dec R E V E N U E S

DEVELPOMENT FEES Development fees - Twn Cntr $25,000 25,000 Development fees - Quebec 75,000 75,000 Development fees - N.Fred.Ave 50,000 50,000 Development fees - Parkview Towers 750,000 750,000 Development fees - Misc 126,000 37,500 18,500 20,000 50,000 MPDU Fees - Sales/Acquis. 32,000 4,000 4,000 8,000 4,000 6,000 6,000

Total development fees 1,058,000 800,000 25,000 0 4,000 41,500 8,000 4,000 24,500 20,000 6,000 75,000 50,000CONTRIBUTIONS / DONATIONS Contributions - Individuals 62,000 1,000 2,000 4,000 5,000 4,000 5,000 7,000 4,000 3,000 6,000 7,000 14,000 Contributions - Workplace giving 3,200 400 400 300 200 200 300 200 200 300 200 300 200 Contributions - Corporate 86,000 2,000 1,000 20,000 15,000 10,000 14,000 7,000 4,000 2,000 3,000 8,000 Contributions - Organization 11,000 200 800 1,000 1,200 1,000 1,000 800 1,000 1,000 1,000 1,000 1,000 Contributions - Foundations / Grants 435,000 4,000 45,000 62,000 98,000 42,000 20,000 38,000 20,000 18,500 21,000 42,000 24,500 Contributions - Inkind 34,000 600 32,000 600 800

Total contributions/donations 631,200 5,600 50,200 68,300 124,400 62,800 36,300 60,000 64,200 26,800 30,800 53,300 48,500PROPERTY FEES Asset Management fees 399,650 33,000 33,000 33,000 33,000 33,000 33,000 33,600 33,600 33,600 33,600 33,600 33,650 Incentive Management fees 1,122,700 150,000 350,000 280,000 60,000 200,000 52,000 30,700 Com. Activity Fees- Properties 276,250 22,500 22,500 22,500 22,700 23,100 23,100 23,300 23,300 23,300 23,300 23,300 23,350

Total property fees 1,798,600 55,500 55,500 55,500 205,700 406,100 336,100 116,900 256,900 108,900 87,600 56,900 57,000GRANTS - CONTRACTUAL SERVICES Government Contract Income 140,000 35,000 30,000 40,000 35,000 Grant- Debt Forgiveness - St.Luke 8,000 700 700 700 700 700 700 700 700 700 700 700 300

Total grants / contracts 148,000 700 700 35,700 700 700 30,700 700 700 40,700 700 700 35,300OTHER SOURCES OF REVENUES Special Events 55,000 7,000 20,000 25,000 3,000 Community Activities - Partic'pnt Fees 11,000 400 200 1,000 1,500 1,800 2,000 2,800 700 600 Interest - investment income 155,000 7,000 7,000 7,000 8,000 8,000 13,000 13,000 18,000 18,000 18,000 19,000 19,000 Investment income - Franklin Assoc 9,400 780 780 780 780 780 780 780 780 790 790 790 790 Miscellaneous 100 50 50 0

Total other revenues 230,500 8,180 7,780 14,780 28,980 34,780 15,330 15,580 20,830 24,590 19,490 19,790 20,390

TOTAL REVENUES 3,866,300 869,980 139,180 174,280 363,780 545,880 426,430 197,180 367,130 220,990 144,590 205,690 211,190

E X P E N S E SSALARIES / BENEFITSSalaries Wages 1,312,600 2,296,600 164,000 164,000 164,000 164,000 164,000 164,000 218,767 218,767 218,767 218,767 218,767 218,767Employee Discret. Benefits Compens. 42,730 3,560 3,560 3,560 3,560 3,560 3,560 3,560 3,560 3,560 3,560 3,560 3,570 Bonus 83,440 13,000 70,440Payroll Taxes FICA & SUTA 8.8% 205,180 14,812 14,812 14,812 14,812 14,812 14,812 19,383 19,383 19,383 19,383 19,385 19,391Employer Pension Contrib. 403B 54,000 22,000 32,000Employee Benefits- Health Ins. 272,000 18,500 18,500 18,500 18,500 18,500 18,500 26,833 26,833 26,833 26,833 26,833 26,835Employee Ins. Benefits- Life, LTD, STD 25,600 2,050 2,050 2,050 2,050 2,050 2,050 2,217 2,217 2,217 2,217 2,217 2,215Worker's Compensation 9,700 808 808 808 808 808 808 808 808 808 808 808 812 Total wages / benefits 2,989,250 225,730 203,730 203,730 203,730 203,730 203,730 303,568 284,568 271,568 271,568 271,570 342,030

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F Y E 12 / 31 / 13 Calendar Year

BUDGET Jan.'13 Feb.'13 March'13 Apr May June July Aug Sept Oct Nov DecCOMMUN. LIFE COSTSContract Employees Wages 84,100 7,291 7,291 7,291 7,291 7,291 7,291 7,291 3,900 7,291 7,291 7,291 7,291 Payroll taxes - FICA & SUTA 8,300 730 730 730 730 730 730 730 270 730 730 730 730Transportation 14,300 200 400 400 1,000 2,000 800 5,000 1,000 2,000 500 500 500Food 18370 18,100 1,588 1,588 1,588 1,588 1,588 1,588 1,588 630 1,588 1,588 1,588 1,588Supplies 21,000 1,600 1,600 1,600 1,600 1,800 2,000 2,500 1,600 1,600 1,700 1,600 1,800Books 300 50 50 50 150Temporary help + Intern stipends 24,700 2,100 2,100 2,100 2,100 2,100 2,100 2,000 2,000 2,000 2,000 2,000 2,100CL Miscellaneous & Events 11,900 200 200 500 800 1,500 2,000 3,900 800 500 500 500 500 Total C L expenses 182,700 13,709 13,909 14,259 15,109 17,009 16,509 23,059 10,200 15,759 14,309 14,209 14,659

PROGRAM COSTSLegal Fees 7,000 500 500 500 2,500 500 500 500 100 200 500 200 500Professional Consulting Fees 85,500 7,200 7,200 7,200 7,200 7,200 7,200 7,100 7,000 7,200 7,000 7,000 7,000 Edinburgh Loan Costs 17,500 7,000 8,000 2,500Temporary Services / Stipends 9,020 3,000 3,000 400 400 400 780 200 440 400Advertising - Employment 5,800 600 350 450 400 600 400 400 600 500 500 500 500Conference and Training 41,000 3,417 3,417 3,417 3,417 3,417 3,417 3,417 3,417 3,417 3,417 3,417 3,417Meeting Expense 6,500 500 500 500 600 500 500 500 700 500 600 500 600Parking and Mileage 10,060 850 850 850 850 850 850 850 800 850 850 810 800Dues and Subscriptions 18,700 1,800 900 1,800 1,400 1,400 1,500 1,500 1,700 1,700 1,700 1,700 1,600Fundraising Exp 33,000 3,200 12,800 3,200 5,000 1,400 1,000 2,000 3,000 1,200 200Messenger Delivery 1,800 170 70 170 70 170 170 170 170 170 170 170 130Other Contract/Grant Direct Costs 6,720 580 580 580 580 580 540 540 540 540 540 560 560 Total program expenses 242,600 18,617 24,367 19,067 38,217 20,917 20,477 16,377 16,807 17,277 18,717 16,057 15,707

OVERHEAD EXPENSESAccounting/Audit Fees Includes InKind 142,000 11,830 11,830 11,830 11,830 11,830 11,830 11,830 11,830 11,830 11,830 11,830 11,870Insurance 8,000 667 667 667 667 667 667 667 667 667 667 667 671Duplicating, copying, printing 9,400 783 783 783 783 783 783 783 783 783 783 783 787Postage 5,250 438 438 438 438 438 438 438 438 438 438 438 432Supplies 19,950 1,663 1,663 1,663 1,663 1,663 1,663 1,663 1,663 1,663 1,663 1,663 1,657Rent 177,000 14,750 14,750 14,750 14,750 14,750 14,750 14,750 14,750 14,750 14,750 14,750 14,750Repairs and Maintenance 35,241 2,900 2,900 2,900 3,400 3,400 3,100 2,900 2,900 2,900 2,900 2,500 2,541Telephone, Fax and Cell Phone 13,168 1,097 1,097 1,097 1,097 1,097 1,097 1,097 1,097 1,097 1,097 1,097 1,101Bank Charges / Payroll services 8,966 747 747 767 767 747 747 747 747 747 725 725 753Marketing & Outreach expenses 11,720 800 1,000 920 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000Depreciation Expense 14,099 1,175 1,175 1,175 1,175 1,175 1,175 1,175 1,165 1,165 1,165 1,165 1,214Amortization Expense 1,366 114 114 114 114 114 114 114 114 114 114 114 112Miscellaneous + Employee goodwill 6,130 200 200 200 100 200 200 1,730 100 100 0 300 2,800 Total overhead expenses 452,290 37,164 37,364 37,304 37,784 37,864 37,564 38,894 37,254 37,254 37,132 37,032 39,688

OTHER EXPENSESInterest Expense 152,000 100 100 1,500 4,300 6,000 8,000 12,000 16,000 20,000 24,000 28,000 32,000IDA Sav. Match 0 0 0 0 0 0 0 0 0 Total other 152,000 100 100 1,500 4,300 6,000 8,000 12,000 16,000 20,000 24,000 28,000 32,000

TOTAL EXPENSES 4,018,840 295,320 279,470 275,860 299,140 285,520 286,280 393,897 364,828 361,857 365,725 366,867 444,083

Net of Revenues to Expenses (152,540) 574,660 (140,290) (101,580) 64,640 260,360 140,150 (196,717) 2,302 (140,867) (221,135) (161,177) (232,893)

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F Y E 12 / 31 / 13 Calendar Year

BUDGET Jan.'13 Feb.'13 March'13 Apr May June July Aug Sept Oct Nov Dec

Net of Revenues to ExpensesAccrual Basis (152,540) 574,660 (140,290) (101,580) 64,640 260,360 140,150 (196,717) 2,302 (140,867) (221,135) (161,177) (232,893)

Non-Cash Adjustments: CASH AFFECTS:

Prior Yr.Dev.Fees Rec'vd, But Unearned (80,000) (80,000)

Payments of Prior Deferred Fees 100,000 40,000 60,000

Dev. Fee at Year End, BUT DeferredCollect'n of Prior Yr's Earned Fee 497,500 397,500 100,000

Collect'n of Prior Yr's Earned Fee 610,000 142,000 468,000

Deferred fee recognz'd as Revenue (700,000) (700,000)

Deprec/Amort. Expense - No cash 15,465 800 800 800 800 1,530 1,530 1,530 1,530 1,530 1,530 1,530 1,555

Capital Acquisitions (2,000) (1,000) (1,000)

County St. Luke Loan Draws recpts - Forgivness of debt - St.Lukes Fund (8,000) (1,000) (1,000) (1,000) (1,000) (1,000) (1,000) (1,000) (1,000)

Rent Adjusted to Payments 34,000 1,000 1,000 1,000 (20,000) 8,850 8,850 8,850 8,850 3,900 3,900 3,900 3,900

IDA Match - Restrict'n FullfilledNet Revenues to Expenses adjusted 314,425 (124,540) 178,010 (101,780) 84,440 470,740 617,530 (87,337) 11,682 (135,437) (215,705) (155,747) (227,438)

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

TO: MHP Board MembersFROM: MHP Real Estate Development DepartmentDATE: November 2012RE: 439 North Frederick Resolutions

MHP North Frederick Avenue, LLC is purchasing a 32-unit at 439 North Frederick Avenue,Gaithersburg, MD. MHP is the sole member of this LLC. The building will be purchased with firstdebt from PNC Bank, subordinate debt from the City of Gaithersburg and Montgomery County andequity from MHP. The City and County will also provide property tax pilots.

MHP Resolution 12-40 -- Authorizes MHP to 1) assign the purchase contract from MHP to the LLC,2) enter into the operating agreement for the LLC thereby allowing MHP to sign all documentsincluding loan documents on behalf of the LLC, 3) execute any required guarantee agreements, 4)accept confession of judgment provisions in PNC’s documents and 5) enter into development servicesand asset management agreements with the LLC.

MHP Resolution 12-41 -- Authorizes MHP to enter into a guarantee agreement with PNC Bank (inPNC’s format).

MHP Resolution 12-44 -- Authorizes MHP as the sole member of the LLC to enter into the loans,PILOT and MHP equity contribution agreements on behalf of the LLC.

MHP Resolution 12-45 -- Authorizes MHP as the sole member of the LLC to enter into PNC’s loanagreement (in PNC’s format) on behalf of the LLC.

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

RESOLUTION No. 12-40

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 the Corporation on the ______ day of November 2012, the following resolutions: WHEREAS, MHP was organized for the purpose, among others, of developing and operating low income housing; WHEREAS, MHP North Frederick Avenue, LLC (the "Company”), whose sole member is MHP was organized to own, renovate. operate, manage and lease a rental apartment facility located in Gaithersburg, Maryland known as 439 North Frederick Avenue (the "Property")and WHEREAS, MHP has entered into a Contract of Sale (the “Contract”) to purchase the Property and proposes to assign it rights under the Contract to the Company; and WHEREAS, the Company has requested that MHP provide certain social services, development services, and management services for the Property, which services are consistent with MHP’S charitable purposes; and WHEREAS, the Company desires to renovate the Property and, in order to do so, has sought financing from PNC Bank and Montgomery County and the City of Gaithersburg; and

WHEREAS, the Company has applied for a loan from PNC Bank (the “PNC Loan”); and

WHEREAS, PNC Bank requires a guarantee of the PNC Loan to the Company from MHP and MHP has agreed to guarantee the loan and to comply with other terms and conditions of the documents evidencing and securing the Loan; and

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WHEREAS, the Company has obtained a commitment for the PNC Loan to provide the primary financing for the purchase of the Property from PNC Bank which requires a guarantee from MHP; and WHEREAS, other sources of financing for the purchase will be provided by Montgomery County and the City of Gaithersburg as well as an investment from MHP in the form of an equity investment or loan; and WHEREAS. the Board of Directors of MHP deems it to be in the best interests of MHP to take all actions to facilitate the assignment of the Contract to the Company, the financing to be provided to the Company and the development and operation of the Property; and

WHEREAS, this Resolution was adopted at a meeting of the Board of Directors, of MHP pursuant to, and in compliance with, its organizational documents and applicable law, which adoption occurred on a date which is on or before the date of this certificate. NOW, THEREFORE, BE IT RESOLVED, that MHP is hereby authorized to enter into, execute and deliver an assignment of the Contract to the Company for the purchase of the Property; and BE IT FURTHER RESOLVED that MHP, as sole member of the Company enter into an operating agreement for the Company that provides MHP, through its President, Vice President-Real Estate or Assistant Secretary to execute all documents and take all actions necessary to carry out the activities of the Company, including execution of the documents evidencing and securing the PNC Loan; and BE IT FURTHER RESOLVED, that MHP is hereby authorized to enter into, execute and deliver all guarantees in connection with the PNC Loan or other loans, if required; and BE IT FURTHER RESOLVED, that MHP acknowledges and authorizes the inclusion of a confession of judgment provision in the PNC Loan documents, including any guarantee agreements including (without limitation) the documents executed by and on behalf of MHP and by and on behalf of the Company. BE IT FURTHER RESOLVED, that the President, Vice President-Real Estate and Assistant Secretary of MHP be and are hereby 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

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connection the matters authorized in the foregoing resolutions, and the signature of such Vice President-Real Estate or Assistant Secretary on any documents or instruments or the performance of any such actions shall be conclusive evidence of such Vice President-Real Estate and Assistant Secretary’s authority to take such actions or execute such documents or instruments on behalf of MHP. BE IT FURTHER RESOLVED, that the President, Vice President-Real Estate or Assistant Secretary is authorized to enter into a Development Services Agreement or other contracts with the Company to provide development services in return for these development services for a development fee in the approximate amount of $50,000. BE IT FURTHER RESOLVED, that the President, Vice President-Real Estate or Assistant Secretary is authorized to enter into an Asset Management Agreement with the Company with final terms to be determined and approved by the President or Vice President-Real Estate on behalf of MHP and in the capacity of asset manager enter into other contracts with third party providers for the benefit of the Property. I HERREBY CERTIFY that the foregoing Resolution was duly adopted by the Board of Directors of the Corporation and that I am Jill Goodrich, Assistant Secretary of the Corporation. By: _____________________ Assistant Secretary

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

RESOLUTION 12-41

RESOLUTION OF THE BOARD OF DIRECTORS OF

MONTGOMERY HOUSING PARTNERSHIP, INC. MONTGOMERY HOUSING PARTNERSHIP, INC. (“MHP") hereby adopts on _____ November 2012, the following resolutions: WHEREAS, MHP was organized for the purpose, among others, of developing and operating low income housing;

WHEREAS, MHP North Frederick Avenue, LLC (the "Company”) organized under the laws of the State of Maryland, whose sole member is MHP was organized to own, renovate. operate, manage and lease a rental apartment facility located in Gaithersburg, Maryland known as 439 North Frederick Avenue (the "Property")and

WHEREAS, the Property is currently subject to a Contract of Sale (the “Contract”) with Montgomery Housing Partnership, Inc.(“MHP”) as buyer whose rights and interests will be assigned to the Company; and

WHEREAS, the Company desires to renovate the Property and, in order to do so, has sought financing from PNC Bank and Montgomery County and the City of Gaithersburg; and

WHEREAS, the Company has applied for a loan from PNC Bank (the “Loan”); and WHEREAS, PNC Bank requires a guarantee of the Loan to the Company from MHP and MHP

has agreed to guarantee the loan and to comply with other terms and conditions of the documents evidencing and securing the Loan; and

WHEREAS, this Resolution was adopted at a meeting of theBoard of Directors, of MHP

pursuant to, and in compliance with, its organizational documents and applicable law, which adoption occurred on a date which is on or before the date of this certificate

NOW, THEREFORE, BE IT RESOLVED by Montgomery Housing Partnership, Inc. that 1. Guarantee of Loans and Extensions of Credit. Resolved that any one (1) of the following, officers of MHP, holding the titles set forth below, as verified by an incumbency certificate executed by the Assistant Secretary of the Corporation: NAME TITLE ACTUAL SIGNATURE Robert Goldman President x_________________________________

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Artie Harris Vice President of Real Estate x_________________________________ Jill Goodrich Assistant Secretary x_________________________________ are hereby authorized, at any time and from time to time to execute guaranty agreements for the benefit of the Company in connection with (A) pledges, assignments, transfers, mortgages, grants of security interests in or lien on any real or personal property (tangible or intangible) of the Company to or in favor of PNC Financial Services Group, Inc. or any of its direct or indirect subsidiaries (collectively, “PNC”) as collateral security for the payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties of the Company or of any other persons or entities to PNC (whether or not in connection with a guaranty of such other person’s or entity’s obligations to PNC); (B) to execute, accept, authorize agreement to and/or deliver to or in favor of PNC such agreements, documents and instruments, required or requested by PNC in connection with any of the foregoing products, services or actions, including but not limited to guarantee agreements, and any supporting documents required by the terms of any of the foregoing agreements, documents or instruments; all in such form as may be requested by PNC and any of which may contain a warrant of attorney authorizing PNC to confess judgment against the Company for all sums due or to become due by the Company to PNC and/or a provision waiving the right to trial by jury; (C) to execute and deliver to or in favor of PNC any amendments, modifications, renewals or supplements of or to any of the foregoing agreements, documents or instruments; and (D) to take any other action requested, required or deemed advisable by PNC in order to effectuate the foregoing resolution, all such other actions being hereby approved, ratified and confirmed. Furthermore, MHP adopts this Resolution for the purpose of authorizing the persons named above to take the actions described in any authorizing resolutions executed and delivered on behalf of the Company in its capacity as a member of the Company. Furthermore, PNC is authorized to take any action authorized hereunder based upon: (i) the telephonic or electronic request (including e-mail request) of any person purporting to be a person authorized to act hereunder, (ii) the signature of any person authorized to act hereunder that is delivered to PNC personally or by facsimile transmission, or (iii) the telex originated by any of such persons, tested in accordance with such testing procedures as may be established between MHP and PNC from time to time. Also, all past acts of persons acting on behalf of the Company in obtaining credit from PNC and in executing documents or otherwise entering into agreements on behalf of the Company are hereby ratified and confirmed.

2. General. Resolved, that a certified copy of these Resolutions be delivered to PNC and that they and the authority vested in the persons specified herein will remain in full force and effect until a certified copy of a resolution of the Company revoking or modifying these resolutions and such authority has been delivered to PNC.

3. Incumbency: Each of the above-named persons holds the office, title or status with MHP specified in Section 1 above and that following each person’s name, his or her actual signature appears.

[Signature Page Follows]

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has hereunto set her hand and seal this _______ day of _______________, 2012. MONTGOMERY HOUSING PARTNERSHIP, INC. By___________________________(SEAL) Print Name: Jill Goodrich Title: Assistant Secretary

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

RESOLUTION 12-44

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, acting as the sole member of MHP North Frederick, LLC hereby adopts by majority vote of the Board of Directors of the Corporation on the ______ day of November 2012, the following resolutions:

WHEREAS, MHP was organized for the purpose, among others, of developing and operating low income housing; WHEREAS, MHP North Frederick Avenue, LLC (the "Company"), whose sole member is MHP, was organized to own, renovate, operate, manage and lease a rental apartment facility located at 439 North Frederick Avenue, Gaithersburg, MD (the “Property”); and WHEREAS, the Property is currently subject to a Contract of Sale (the “Contract”) with MHP as buyer whose rights and interests will be assigned to the Company; and WHEREAS. MHP deems it to be in the best interests of the Company to take all actions to facilitate the assignment of the Contract to the Company, the financing to be provided to the Company and the development and operation of the Property; and

WHEREAS, the Company has obtained an initial term sheet from PNC Bank for a loan (the “PNC Loan”) in the approximate amount of Two Million and No/100 Dollars ($2,000,000.00) to provide permanent financing for the Property; and WHEREAS, the Company has also received letters of interest for loans from the City of Gaithersburg (the “City Loan”) and from Montgomery County (the “County Loan”) evidencing willingness to provide financing for the acquisition of the Property each in the approximate amount of $490,000; and

WHEREAS, MHP., the sole member of the Company is willing to provide further subordinate debt or an equity contribution in the amount of approximately $550,000 (the “MHP Contribution”);

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WHEREAS, the City of Gaithersburg and Montgomery County have each agreed to provide a payment in lieu of taxes agreement (the “PILOT Agreements”) to the Company in connection with the acquisition of the Property; and

WHEREAS, the PNC Loan, the City Loan and the County Loan are hereinafter referred to as the “Loans”; and

WHERAS, the Company acknowledges and authorizes a confession of judgment

provision in the documents evidencing and securing the Loans (or any of them); and

WHEREAS, the Company desires to accept the terms of the PNC Loan, the City Loan and the County Loan, authorize the execution of the necessary documents to accept an assignment of the Contract, consummate the transactions for purchase of the Property and the PNC Loan, the City Loan and the County Loan and enter into the PILOT Agreements; and

WHEREAS, this Resolution was adopted pursuant to, and in compliance with, the organizational documents of the Companyand applicable law, NOW, THEREFORE, BE IT RESOLVED by Montgomery Housing Partnership, Inc., as the sole member of MHP North Frederick Avenue, LLC that the Company accepts an assignment of the Contract from MHP and is authorized to consummate the transaction, the Loans including a confession of judgment provision in the documents evidencing and securing the some of or all of theLoans and the PILOT Agreement; BE IT FURTHER RESOLVED by Montgomery Housing Partnership, Inc., as the sole member of MHP North Frederick Avenue, LLC through the President, Vice President of Real Estate and/or the Assistant Secretary of MHP, are hereby authorized and directed to execute and deliver in the name and on behalf of the Company any and all documents, certificates, instruments, agreements and contracts, notes, deeds of trust, security agreements, settlement statements and loan agreements in connection with the acquisition of the Property, the Loans and the PILOT Agreements and the MHP Contribution. FURTHER RESOLVED that, on behalf of the Company, the President, Vice President of Real Estate and/or Assistant Secretary of MHP 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 acquisition of the Property, the Loans and the PILOT Agreements and the MHP Contribution. FURTHER RESOLVED that all previous actions taken or documents executed and delivered by the President, Vice President of Real Estate and/or Assistant Secretary of MHP in connection with authorizing or operating or pursuing the Loans by the Company in any capacity are hereby ratified and approved.

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I hereby certify that the foregoing resolution was approved at a duly conducted meeting of Montgomery Housing Partnership, Inc. as sole member of MHP North Frederick, LLC on the ___ day of November 2012 By:______________________________________ Jill Goodrich Assistant Secretary

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

RESOLUTION 12-45

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, , acting as the sole member of MHP North Frederick, LLC hereby adopts by majority vote of the Board of Directors of the Corporation on the ______ day of November 2012, the following resolutions:

WHEREAS, MHP was organized for the purpose, among others, of developing and operating low income housing; WHEREAS, MHP North Frederick Avenue, LLC (the "Company"), whose sole member is MHP, was organized to own, renovate, operate, manage and lease a rental apartment facility located at 439 North Frederick Avenue, Gaithersburg, MD (the “Property”); and WHEREAS, the Property is currently subject to a Contract of Sale (the “Contract”) with MHP as buyer whose rights and interests will be assigned to the Company; and

WHEREAS, the Company desires to renovate the Property and, in order to do so, has sought financing from PNC Bank, Montgomery County, the City of Gaithersburg and MHP; and

WHEREAS, the Company has applied for a loan from PNC Bank (the “Loan”); and WHEREAS, the Company has agreed to comply with the terms and conditions of the documents

evidencing and securing the Loan; and WHEREAS, this Resolution was adopted at a meeting of the members of the Company pursuant

to, and in compliance with, its organizational documents of the Company and applicable law,

NOW, THEREFORE, BE IT RESOLVED by Montgomery Housing Partnership, Inc. as the sole member of MHP North Frederick Avenue, LLC that 1. Loans and Extensions of Credit. Resolved that any one (1) of the following, officers of MHP, the sole member of the Company, holding the titles set forth below, as verified by an incumbency certificate executed by the Assistant Secretary of the Corporation: NAME TITLE ACTUAL SIGNATURE Robert Goldman President x_________________________________

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Artie Harris Vice President of Real Estate x_________________________________ Jill Goodrich Assistant Secretary x_________________________________ are hereby authorized, at any time and from time to time: (A) to pledge, assign, transfer, mortgage, grant a security interest in or lien on any real or personal property (tangible or intangible) of the Company to or in favor of PNC Financial Services Group, Inc. or any of its direct or indirect subsidiaries (collectively, “PNC”) as collateral security for the payment and performance of all loans, advances, debts, liabilities, obligations, covenants and duties of the Company or of any other persons or entities to PNC (whether or not in connection with a guaranty of such other person’s or entity’s obligations to PNC); (B) to execute, accept, authorize agreement to and/or deliver to or in favor of PNC such agreements, documents and instruments, required or requested by PNC in connection with any of the foregoing products, services or actions, including but not limited to loan agreements, promissory notes or other evidence of indebtedness, equipment leases, letter of credit reimbursement agreements, treasury management service agreements, collateral security documents (including but not limited to security agreements, financing statements, pledge agreements, assignments, mortgages or deeds of trust), and any supporting documents required by the terms of any of the foregoing agreements, documents or instruments; all in such form as may be requested by PNC and any of which may contain a warrant of attorney authorizing PNC to confess judgment against the Company for all sums due or to become due by the Company to PNC and/or a provision waiving the right to trial by jury; (C) to execute and deliver to or in favor of PNC any amendments, modifications, renewals or supplements of or to any of the foregoing agreements, documents or instruments; and (D) to take any other action requested, required or deemed advisable by PNC in order to effectuate the foregoing resolution, all such other actions being hereby approved, ratified and confirmed. 2. Advances; Draws. Resolved, that in connection with any extensions of credit obtained by any of the persons authorized in Section 1 above, that permit the Company to effect multiple advances or draws under such credit, any of the persons listed in Paragraph 1 (or any other person designated in writing by any of the persons listed in Paragraph 1) shall be authorized to request such advances or draws. 3. Ratification. Resolved, that all past acts of officers of the Company in borrowing or obtaining credit from PNC and in executing documents or otherwise entering into agreements and giving security on behalf of the Company are hereby ratified and confirmed. 4. Telephonic and Other Requests. Resolved, that PNC is authorized to take any action authorized hereunder based upon: (i) the telephonic or electronic request of any person purporting to be a person authorized to act hereunder, (ii) the signature of any person authorized to act hereunder that is delivered to PNC personally or by facsimile transmission, or (iii) the telex originated by any of such persons, tested in accordance with such testing procedures as may be established between the Company and the PNC from time to time. 5. General. Resolved, that a certified copy of these Resolutions be delivered to PNC and that they and the authority vested in the persons specified herein will remain in full force and effect until a certified copy of a resolution of the Company revoking or modifying these resolutions and such authority has been delivered to PNC.

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6. Construction of Project. Resolved that the Company has approved the renovation of the apartment community located at 439 North Frederick Avenue, Gaithersburg, Maryland, which renovations will be funded, in part, by the proceeds of a construction loan from PNC to the Company in the principal amount of $2,000,000.00.

7. Incumbency: Each of the above-named persons holds the office, title or status with MHP specified in Section 1 above and that following each person’s name, his or her actual signature appears.

[Signature Page Follows]

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I hereby certify that the foregoing resolution was approved at a duly conducted meeting of Montgomery Housing Partnership, Inc. as sole member of MHP North Frederick, LLC on the ___ day of November 2012 By___________________________(SEAL) Print Name: Jill Goodrich Title: Assistant Secretary

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UNAUDITED UNAUDITEDINTERNAL

U S E

ASSETS:Cash and cash equivalents (see attached detail) 8,864,369$Accounts receivable 779,440Prepaid expenses and deposits 14,372Furniture, equipment, improvements 119,230 Less: Accumulated depreciation 111,788 Net fixed assets 7,442Loans to affiliates - NW revolving funds 367,651Notes receivable - Affiliates NW funds - Restricted 2,938,694Deferred Development fees receivable 995,348Notes receivable and subsidiary advances 1,982,292

TOTAL ASSETS 15,949,608$

LIABILITIES and NET ASSETSAccounts payable 27,928Accrued payroll and payroll costs / benefits 78,635Deferral of rent payable 40,358Notes payable (includes $2.1 million Edinburgh Letter of Credit) 2,626,719Edinburgh fees received in advance0 118,489Notes payable - Forgivable 196,845 Total liabilities 3,088,974

Unrestricted Net assets 9,275,722MHP Restricted Net assets 50,000NeighborWorks Unrestricted Net Assets 1,723,668NeighborWorks Permanent Restricted Net Assets 1,731,936Temporary Restricted Net Assets 79,308 Total net assets 12,860,634

TOTAL LIABILITIES and NET ASSETS 15,949,608$

Montgomery Housing Partnership, Inc.Summary Balance Sheet

October 31, 2012

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UNAUDITEDINTERNAL USE ONLY

Prior Year2011 Total 2012 2012 Budget 2012

ACTUALS BUDGET VARIANCE ACTUALS BUDGETProjected w/

Actuals NOTES REVENUES (Unrestricted)

Development fees 829,599 965,000 (135,401) 1,333,305$ 1,043,000$ 2,127,000$ Halpine will close early- $349K deferred

Government Contract Income 153,566 140,000 13,566 224,778 190,000 160,000 Decrease in CHDO & Neighbrhds

Donations and Grants 569,373 446,500 122,873 490,072 519,000 623,000 Increase in Foundation Grants

Fees from Affiliated Entities 1,748,320 1,762,800 (14,480) 1,517,254 1,877,000 1,861,000Special events 72,446 45,000 27,446 43,975 45,000 55,000Gain from debt forgiveness 5,160 8,300 (3,140) 10,231 10,000 9,000Interest and investment income 41,197 35,180 6,017 35,680 42,200 44,400Other income 12,581 7,650 4,931 11,737 8,350 10,600 TOTAL REVENUES 3,432,242 3,410,430 21,812 3,667,032 3,734,550 4,890,000

EXPENSESSalaries and Benefits 1,949,251 2,191,657 242,406 1,680,349 2,728,400 2,433,040Community Life Prog. 153,071 172,650 19,579 149,459 204,700 175,300Program services 266,573 169,200 (97,373) 240,104 199,800 231,050 $35K Edinburgh cost Not in Budget

Fundraising 32,251 17,600 (14,651) 12,397 18,000 29,800 Add'l Benovon Costs

Overhead / Facility costs 361,078 348,150 (12,928) 311,079 413,900 470,690 Add'l. rent - 3rd Floor

TOTAL EXPENSES 2,762,224 2,899,257 137,033 2,393,388 3,564,800 3,339,880

Net Revenue - Restriction Released 3,960

Increase in Net Assets Accrual Basis 670,018$ 511,173$ 158,845$ 1,277,604 169,750$ 1,550,120$

Receipt of 2011 Fee Devel.Receivable 192,000$N. W. Perm. Capital Funding 337,500$

Year 2012 To Date

Montgomery Housing Partnership, Inc.Statement of Revenues and Expenses

For the 10 Months Ending October 31, 2012

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

(Decrease)UNRESTRICTED CASH

Wachovia Operating & Sweep Insvtmt Acct. 2,162,301$ 2,421,548$M & T (temp. depository) 132,324 143,796Bank of America checking acct. 440,700 897,950 Less NW Restricted Portion (203,750) (541,250)Bank of Amer. Money Market 97,328 97,362Capital One Money Market 239,770 882,000Capital One CDARS Account (less than 90 days) 882,000 240,564Cash Held 400 79.00Petty cash Accounts ( 2 ) 250 266 Total Unrestricted Operating Cash 3,751,323 4,142,315 390,992

CASH INVESTED IN TIME DEPOSITS (Over 90 days maturity)

Wachovia Securities ( CDs) 1,508,946 1,516,992P N C (Certificate) 102,987 102,989United Bank ( Certificates ) 115,257 115,545Sandy Spring ( Certificate 110,525 110,627

1,837,715 1,846,153 8,438LETTER of CREDIT BANK ACCTS. - OFFSET BY LOANS* Bank of Amer. - Deposit Acct 2,152,588 2,156,184 0

Bank of Amer. - Halpine 101,737 101,864 Total Collateralized Letter of Credit accounts 2,254,325 2,258,048 3,723

PERMANENTLY RESTRICTED CASHBank of America checking acct. N W 2011 Receipt 203,750 541,250 337,500

TEMPORARY RESTRICTED CASHWachovia IDA Checking 41,200 62,343Citibank IDA Master Acct 18,220 14,260 Total Temp. Restricted Cash 59,420 76,603 17,183

8,106,533$ -$ 8,864,369$Dec. 31, 2011 Total 8,106,533$

Increase (Decrease) in Cash Balances 757,836$ $757,836NOTE:* Bank Account to Collateralize the Letter of Credit for Edinburgh, L P 2,156,184

* Bank Account to Collateralize the Letter of Credit for Halpine, L P 101,864

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10/31/12UNRESTRICTED CASH - Checking, savings 4,142,315UNRESTRICTED CASH INVESTED IN TIME DEPOSITS 1,846,153LETTER of CREDIT BANK ACCTS. - OFFSET BY LOANS 2,258,048RESTRICTED CASH 541,250RESTRICTED CASH (IDA program) 76,603

Total Cash of MHP 8,864,369LESS: Cash with restricted access: Letter of Credit bank accts. 2,258,048

Restricted Cash - N W & IDA 617,853 (2,875,901)Unrestricted Cash Balances 5,988,468

Included in Unrestricted Cash balances:N W Revolving Loan Fund undistributed cash 533,382Note Payable - MAHT Grant - Bealls 50,000Rita Morgan Trust - Note Payable 25,000Note Payable -Calvert Fund $500,000, undistributed portion 340,000 Cash included in Bank accounts with obligations / indebtedness (948,382)

MHP Cash without Indebtedness/restriction/obligation 5,040,086

MHP Notes Payable, Funds Loaned to Affiliates

Note Payable -Calvert Fund $500,000, distributed to Bowie Mil 160,000Note Payable -Capital One, distributed to Parkview Towers 200,000 Indebtedness of MHP, passed through to affiliates 360,000

M H P Loan GuaranteesPermanent Loan Guaranty - Quebec Terr. - Sandy Spr.Bank 367,000

S S I -BB&T MPDUs 350,000Construction Loan Guaranty - Maple Towers 5,250,000

Edinburgh 2,149,059Halpine Hamlet 101,724

Aquistion Debt Guaranty - Parkview Towers 3,169,000MPDU Rental, Inc. Guaranty 250,000Operating Deficit Guaranty T P P 54,000

Gilbert Highlands 381,000Maple Towers 220,000Edinburgh Hse. 250,000Halpine Hamlet 357,000

Total MHP Guarantees & Repayable Loans 13,258,783

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Fundraising Goals & Achievements 2012 For month ending October 31, 2012

2010 Goal 2010 Actual 2011 Goal 2011 Actual 2012 Goal 2012 ActualIndividual Giving Major Gifts ($1,000+) 30,000 35,700 60,000 53,627.00 50,000 9,000 Individual Gifts (< $1,000) 20,000 13,151 24,500 11,740.00 20,000 4,872 Workplace Giving 7,000 3,551 3,500 3,493.00 3,500 2,135Subtotal $57,000 $52,402 $88,000 $68,860.00 $73,500 $16,007

Corporate Giving Corporate Sponsor 35,000 66,500 20,000.00 50,000 45,000 Corporate gifts – non-sponsor 5,000 26,500 500 62,813.00 10,000 57,751 Corporate gifts – tax credits 11,000 6,000 3,000 6,000.00 13,000 10,000 In Kind Gifts 34,262 30,643.00 32,139Subtotal $51,000 $66,762 $70,000 $119,456.00 $73,000 $144,890

Organizations Faith-based Organizations 5,000 5,560 6,500 2,000.00 6,500 2,500 Civic Organizations 500 1,191 1,000 23,447.00 1,000 2,271Subtotal $5,500 $6,751 $7,500 $25,447.00 $7,500 $4,771

Foundations Fannie Mae 35,000 39,431 5,000 33,514.04 34,000 34,205 Foundation grants-programs 250,000 339,600 520,000 337,700.00 325,000 369,500Subtotal $285,000 $379,031 $525,000 $371,214.04 $359,000 $403,705

Government Government contracts 250,000 154,997 220,000 224,779.35 220,000 153,566 Government grants - Debt Draw 180,000 195,585 160,000 11,802.00 100,000 3,336Subtotal $430,000 $350,582 $380,000 $236,581.35 $320,000 $156,902

Events Community Life 1,635 2,000 500 2,000 Golf Tournament 15,000 26,720 40,000 43,475 45,000 52,606Benefit 123,175 152,655 19,840Subtotal $138,175 $181,010 $42,000 $43,975.00 $47,000 $72,446

TOTAL $966,675 $1,036,538 $1,112,500 $865,533.39 $880,000 $798,721

NW Capital Funding 2010 Goal 2010 Actual 2011 Actual 2012 Actual$300,000 $639,500 $730,000 $337,500

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BOARD CALENDARDecember 2012

November 27 MHP Board Meeting (Committee Night) - Meeting at6:30 pm. Greenwood Terrace Community Center, 8502Greenwood Avenue, Silver Spring 20912. RSVP to Le-onor at (301) 622-2400 x10, [email protected]

December No Board Meeting

December 3 “Discover Long Branch!” Event—6:00-9:00 pm at ElGolfo Restaurant. MHP and the Long Branch BusinessLeague will cohost a series of outreach events with mer-chants to introduce customers to the neighborhood. Con-tact Paul Grenier (301) 622-2400 x41

December 5 TENTATIVE. Building Dreams Tour—1:00 pm at Pem-bridge Square Community Center, 2315 Blueridge Ave-nue, Wheaton. RSVP to Ilana Branda (301) 622-2400x39

December 5 Holiday Mixer, Wheaton & Kensington Chamber ofCommerce—5:30-7:00 pm at the Limerick Pub inWheaton. This reception serves as the kick-off event forthe Angel’s for Children Toy Drive.

December Angels for Children Toy Drive—The Wheaton & Ken-sington Chamber of Commerce and Wheaton VolunteerRescue Squad will collect, wrap and deliver toys to the300+ children, ages infant-18 who live at PembridgeSquare, Amherst Square, and Amherst Gardens. ContactLesia Bullock at [email protected]

SuperWrap Days—Pembridge Square Community Cen-ter, 2315 Blueridge Avenue, Wheaton. VOLUNTEERSNEEDED.

Saturdays, Dec 15/22—10:00—12:00 and 12:00—2:00Sundays, Dec 16/23—10:00—12:00 and 12:00—2:00

Delivery on Monday, Dec 24—6:00—9:30pm MeetSanta and Mrs. Claus at the Wheaton Volunteer RescueSquad. VOLUNTEERS NEEDED.

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BOARD CALENDARDecember 2012

December MHP Toy Drive Collection—The Community Life Pro-grams are recruiting organizations and companies thatcan sponsor a building or a classroom of students. Wewill provide the names and ages of the children. Gifts willbe distributed at the Holiday Parties for each CommunityCenter.

DONORS and VOLUNTEERS NEEDED. Contact Lesia Bull-ock (301) 622-2400 x38.

HOLIDAY PARTIES

Dec 10, TBD Halpine HamletDec 12, 11:00 am—12:00 pm at Great Hope HomesDec 12, 4:00 pm—5:00 pm at Great Hope Homes

Dec 12, 5:30 pm—7:00 pm at TBDfor students at Gilbert Highlands, Greenwood Terrace7610 Maple, and Glenville Road programs

Dec 13, 1:30 pm—3:00 pm at Amherst SquareDec 13, 3:30 pm—5:45 pm at Pembridge Square

December 20 TENTATIVE. Building Dreams Tour—8:30 am at 7610Maple Community Center. 7610 Maple Avenue, TakomaPark. RSVP to Ilana Branda (301) 622-2400 x39

January 22 MHP Board Meeting - Meet at 6:30 pm. 7610 MapleCommunity Center, 7610 Maple Avenue, Takoma Park20912. RSVP to Leonor at (301) 622-2400 x10, [email protected]

February No Board Meeting.

February 26 Executive Committee Meeting—6:30 pm at TBD

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