Working Together to Build Strong Communities€¦ · 12200 Tech Road, Suite 250, Silver Spring, MD...

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

BOARD MEETING NOTICE Date: Tuesday, July 24, 2012

Time: 6:00 p.m. Board Dinner 6:30 p.m. Board Meeting

Place: Pembridge Community Center ** 2315 Blueridge Avenue Wheaton, MD

RSVP: Please call Leonor Rivera at 301-622-2400, ext. 10

FINAL AGENDA 6:00 BOARD MEMBER DINNER 6:30 I. NEIGHBORHOODS REPORTS II. INFORMATION EXCHANGE

A. President’s Report B. Chair’s Report C. Report from Committees

III. CONSENT ITEMS A. Approval of Minutes of June 26, 2012

7:00 IV. DISCUSSION AND ACTION ITEMS

A. Presentation of Audit and Management Letter – Reznick Group B. Resolution 12-25 - By-Laws Revision for Additional Executive Committee Members C. Resolution 12-27 - 2530’s for Parkview Towers D. Resolution 12-14 – Silver Spring Library JV Agreement E. Resolution 12-24 - Silver Spring Library DHCA Grant Acceptance F. MHP Office Space G. Resolution 12-28 – Community Investment Tax Credits Application

V. REPORT FROM SUBSIDIARIES A. MHP Scattered Site, Inc. – Cash Surplus Payments (Resolution to be sent later) VI. INFORMATION ITEMS

A. Financial Report B. Fundraising Report C. Building Dreams Tour Dates D. Board List

8:30 VII. ADJOURNMENT

** Directions: Take Georgia Avenue north from the Capital Beltway. Turn right on University Boulevard, then left on Amherst Avenue. Turn left on Elkin Street and then immediately left again into the Amherst Square Apartments parking lot. The Pembridge Square Community Center is at the far end of the parking lot.

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MEMORANDUM

TO: MHP’s Board FROM: MHP’s Neighborhoods Development Division DATE: July 2012 RE: Neighborhoods Division Highlights & Updates Germantown HOA Neighborhoods • Throughout late spring and early summer of 2012, MHP conducted outreach to over

700 households in 5 different HOAs to share information regarding a home rehab loan that DHCA offers.

Glenmont Neighborhood • MHP is managing a neighborhood gateway signage project for DHCA that will result

in the installation of 5 highway signs in the medians of Georgia Ave, Layhill Rd. and Randolph Rd. around the Glenmont community. The signs have received State permits and MHP successfully received a variance approval from the Montgomery County Sign Review Board in May. Final County permits should be issued this month, at which point a small unveiling ceremony is planned with the community and elected officials.

• MHP collaborated with M-NCPPC to acquire a $30,000 grant from the Metropolitan Council of Governments to hire design professionals to assist with an update to the County’s 1997 Glenmont Transit Impact Area & Vicinity Sector Plan. There have been three public input workshops and the plan is expected to be finalized this year.

Long Branch Community • Throughout the fall of last year and spring of this year, MHP has coordinated with M-

NCPPC regarding their on-going Sector Plan creation process, including setting strategies for affordable housing; a draft sector plan was released in late June.

• 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 the profile of the local businesses.

• In early spring, MHP completed the first of what will now be an annual survey to gauge the health and progress of the small business community in Long Branch.

• In April, MHP partnered with DHCA and the Anacostia Watershed Society to sponsor an Earth Day clean-up of the Long Branch streambed and surrounds. The event attracted over 60 area volunteers and resulted in more than 3 tons of trash and recyclables being removed.

• On July 26, MHP is sponsoring a technical assistance workshop for the Long Branch Business League. SBDC, SCORE, DED, LEDC and other partners will contribute.

• This month, MHP found out it received a $75,000 grant from United Way to preserve affordable housing along the Purple Line.

Glenville Rd. Neighborhood • In June, MHP sponsored a NeighborWorks Week clean up event in resulting in

removal of several pounds of trash from the community, landscaping of a derelict/foreclosed property, and the planting of two new trees.

• MHP created ESOL classes that graduated 6 students in the winter of 2011, four of which had final exam scores higher than 90%, and many of which are contributing neighborhood leaders.

• This spring, MHP connected 3 of its Glenville Rd. neighborhood leaders to Councilwoman Nancy Navarro’s new Latino Leadership Conference and subsequent Montgomery County Latino Civic Association (newly formed by her office to address Latino issues in the County).

• In the spring, MHP hired an instructor and started a youth based Green Club that has 18 students presently as part of a pilot phase/project. The youth are exposed to learning about not littering, recycling, planting trees and community gardening.

• With the help of the Long Branch Recreational Center and BB&T Bank, MHP created 4 garden plots and built a gardening tool shed for the Glenville Rd. Green Club.

• In June MHP finalized its fourth annual survey of Glenville Rd. households- while challenges persist, the results show positive outcomes.

• MHP has had preliminary discussions with M-NCPPC to explore building community gardens for adult use on athletic/ball field space in the nearby Long Branch recreational facility.

Connecticut Avenue Estates Neighborhood • On July 20, there will be a ribbon-cutting for the State’s new signalized intersection

at Claridge and Veirs Mill Rd. This light/intersection is something the neighborhood fought hard for many years, partly with MHP’s assistance in lobbying SHA and elected officials.

Miscellaneous • MHP was competitively awarded a VISTA (intern) for the Neighborhoods Division

for a fourth year in a row. The finalist selected, Jeff Gipson, will attend national training and begin his year long service with MHP in August.

• This spring, The MidCounty Citizen’s Advisory Board awarded MHP its annual Civic Association of the Year award for its Neighborhood Division and Community Life Department work within the Wheaton & Glenmont communities.

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PRESIDENT'S REPORT

1. Bowie Mill (114 units) – MHP and Elm Street (our JV partner) are currently finalizing builder agreements

with Crestar Homes, Beazer Homes and Richmond America. Our team has also decided to move forward with a construction loan with Wells Fargo. We anticipate taking down the land and beginning site work in September.

2. Edinburgh House Refinance/Rehab Work (45 units) – The contractor, RKR Construction, will

complete the renovation work in late July 2012. We are on schedule and within budget. 3. Halpine Hamlet (67 units) – The contractor has renovated 39 of the units. The project is on schedule to be

completed by January 2013. 4. Parkview Towers (125 units) – MHP is moving forward to refinance this property with tax exempt bonds

and 4% low income housing tax credits by the end of the year, and then begin a moderate rehab of the property. The architect is currently working on the construction documents and we plan to submit a part 2 (viability) financing package to the state in August.

5. Beall’s Grant – MHP closed on the $1.5 million construction loan with the County last month. Construction

will begin this month and be completed by January 2013. 6. Silver Spring Library Residential Project (up to 140 units) – Staff is currently moving forward with a

combined family/seniors project of up to 140 units and will submit a 9% tax credit application to the State of Maryland in September.

7. 610-614 Silver Spring Avenue (15 units) – The architect is completing the construction documents.

Construction is expected to start this fall. 8. Neighborhoods – Glenville Road’s Student Green Club (for environmental literacy training and gardening) is

going strong. The garden plots are starting to produce their first “crops” in earnest- kale, broccoli, tomatoes, etc. Kids have begun taking them home to their families. MHP was awarded a $75,000 United Way grant for the Purple Line/Long Branch Affordable Housing Rights Collaborative whereby MHP and its partners would conduct grassroots organizing, tenant education, leadership development and campaign management around preserving affordable housing in anticipation of the future Purple Line.

9. IDA Program/MPDU Refinancing – MHP is starting a new class of financial literacy training and expects up

to 50 of it residents to participate. Through this program we also plan to enroll at least 10 new members in the (Individual Development Account) IDA program; MHP will match 3 to 1 up to $3,960 for each dollar a member saves for down payment assistance to acquire a home. Also, to take advantage of the current low interest rate environment, in June MHP refinanced seven rental MPDU loans with United Bank.

10. Fundraising – Enterprise approved the $15,500 grant to help with the renovation of our 610-614 Silver Spring Avenue properties. The Phillip A. Graham Fund has tentatively scheduled a site visit in conjunction with our pending application for a $52,000 grant to upgrade our server and computers. A $200,000 two year request has been submitted to the Bank of America Foundation to help fund NRS work in Long Branch. Building Dreams tours have been scheduled through December, 2012, with tours upcoming on July 25th and August 16th at 8:30 AM at Pembridge Square in Wheaton.

11. Community Life – To date, 95% of the programs are fully enrolled with the exception of the Teen Program at

Pembridge Square. All Play and Learn and SEP had to delay opening until July 5 due to the storm. The camps are open Monday to Friday from 9 till 5 pm. We have two schedules, one in the morning from 9 till 12 and the other one in the afternoon from 1 till 5. The Teen Program at Pembridge Square started Monday, June 25th. This program is sponsored by Excel Beyond the Bell. Our partners are the same as last year: Class Act, Gandhi Brigade, and Passion 4 Learning. Lastly, AmeriGroup and the University of Maryland will be doing several workshops for our campers on health, nutrition, pedestrian awareness, and summer safety.

12200 Tech Road, Suite 250, Silver Spring, MD 20904 Phone: 301-622-2400 Fax: 301-622-2800 MHP Board Meeting June 26, 2012 Called to order at 6:35 p.m.

I. Information Exchange a. Presentation of plaques to Chip Bay, Juan Holcomb and Rhonda

Cunningham Holmes and recognition of Gail Scott-Parizer, Ali Solis and Rob Fossi for years of service to the MHP Board of Directors

b. Chair’s Report – Rhonda Cunningham Holmes reported on Building Dreams Tours; Board is at almost 100% participation towards challenge goal; two more tours this summer; going to be asking some major contributors for $50,000 matching grants; as of the end of May, over 150 people have attended tours; great attendance at golf outing despite two cancellations (only two foursomes didn’t show)

c. President’s Report – Robert Goldman reported that we raised $51,000 from golf tournament; corporate sponsorships up by about $15,000; won two awards for 7610 Maple – one from HAND and one from Edson tax credit; received $15,500 from Enterprise; $10,000 from Wells Fargo; successful pre-school graduations; summer camps are now beginning; volunteer day with NW at GHH; asked to appear on a cable program that Rob sent link to; hired Naomi Eisen as Grant Writer.

d. Report from Committees – incorporated into discussion below

II. Consent Items a. Minutes of April 24, 2012 were unanimously approved b. Resolution 12-09 and 12-10 were unanimously approved c. Resolution 12-08 – needs to be approved by Executive Committee, but

received unanimous consent by Board i. Will be followed by two resolutions in July to revise by-laws and

appoint three additional members to the Executive Committee

III. Discussion and Action Items a. Resolution 12-11 – Deann Collins’ Nomination – unanimously approved b. Resolution 12-12 – Alisa Smedley’s Nomination – unanimously approved c. Resolution 12-13 – Jorgen Punda’s Nomination – unanimously approved d. Resolution 12-15 – Formation of LP for SSLR & Resolution 12-16 –

Predevelopment Contribution for SSLR – Finance Committee has met to discuss the project – Donohoe and MHP are working together on the

project; County has asked us to consider this for senior housing, but are going to try to do mixed with multi-family as it will score better with the State; County is giving pre-development loan, but require us to contribute 15%; MHP needs to accept the loan from the County; need permission for up to $750,000 to get through tax credit application and entitlement process; have to be done by December 2015 so need to start entitlement process concurrent with application – both unanimously approved

e. Resolution 12-17 – Predevelopment Loan to Parkview Towers LLC and 12-18 – Parkview Towers LLC Acceptance of Predevelopment Loan (wrong resolution was put in packet and will have to be voted on by Executive Committee with consent from Board) – current loans on Parkview Towers come due in December; have applied for tax-exempt bonds with the State and have applied for gap funds through new program with the State; seeking permission for pre-development loan to Parkview Towers and acceptance of loan on behalf of Parkview Towers LLC as sole member – 12-17 was unanimously approved

f. Resolution 12-20, 21 and 22 – Audit Committee is recommending approval of audits for Parkview Towers, MHP Parent and MHP Consolidated (Committee would like to discuss Management Letter at July meeting) – unanimously approved

g. Resolution 12-07 – Predevelopment Loan for Olney Springs – have approval for 114 homes (single family and townhomes, almost all for-sale); developing the lots with Elm Street Development and put out the lots to homebuilders; infrastructure work needs to be done; need $300,000 max as predevelopment funds; included in the resolution is the fact that the Board already approved $200,000 that has been spent – unanimously approved

h. Office Space – Rob gave a little history on current space and need for a new office and results of search; Gene Sachs described search criteria and the proposals currently on the table, waiting to hear on build-out costs to determine budget; will bring recommendation to July board meeting

IV. Report from Subsidiaries

a. Election of Officers - the subsidiary corporations will meet to vote on the resolutions

b. FY2011 Audits – MHP Scattered Site, Inc. and MHP Maple Towers, Inc. will meet to vote on the resolution

c. Signing Authority – MHP Scattered Site, Inc. will meet to vote on the resolution

d. United Bank Loan – MHP Scattered Site, Inc. will meet to vote on the resolution

e. Cash Surplus Contributions – MHP Greenwood Terrace Apts., Inc. and MHP Pembridge, Inc. will meet to vote on the resolution

V. Information Items a. Financial Report b. Fundraising Report c. Board Calendar- Building Dreams Tours on July 11 and 25 at 8 am; trying

to set date on Olney Springs groundbreaking; board meeting with dinner at 6 on July 24; no board meeting in August

d. Year-end Asset Management Report e. Benevon Stats

VI. Board Meeting adjourned at 8 pm

Board Members Present: Rhonda Cunningham Holmes, Chip Bay, Bob Mitchell, Christopher King, Faten Alajmi, Linda Kelly, Gene Sachs, Vicki Davis, Cindy Bar, Vicky Carrasco, Gina Williams, Juan Holcomb Board Members Absent: Tebabu Assefa, Rob Fossi, Gail Scott-Parizer, Ali Solis, Richard Smith, Steve Holmquist Staff Present: Robert Goldman, Jill Goodrich

MANAGEMENT LETTER

MONTGOMERY HOUSING PARTNERSHIP, INC.

AND ITS SUBSIDIARIES AND AFFILIATES

DECEMBER 31, 2011

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To the President and

Board of Directors of Montgomery

Housing Partnership, Inc.

and its Subsidiaries and Affiliates

In planning and performing the single audit report of the consolidated financial

statements of Montgomery Housing Partnership, Inc. (MHP) and its Subsidiaries and Affiliates,

as of and for the year ended December 31, 2011, we considered its internal control over financial

reporting (internal control) as a basis for designing our auditing procedures for the purpose of

expressing our opinion on the financial statements, but not for the purpose of providing

assurance on the effectiveness of its internal control. Accordingly, we do not express an opinion

on the effectiveness of MHP’s internal control.

However, during our audit we became aware of several matters that are opportunities for

strengthening internal control and operating efficiency. The items below summarize our

comments and recommendations regarding those matters. This letter does not affect our report

dated June 29, 2012 in the Single Audit Report on the consolidated financial statements of

Montgomery Housing Partnership, Inc. and its Subsidiaries and Affiliates.

We will review the status of these comments during our next audit engagement. We have

already discussed certain of these comments and recommendations with various company

personnel, and will be pleased to discuss them in further detail at your convenience, to assist you

with the implementation of our recommendations, and/or to discuss alternatives to our

recommendations.

Bethesda, Maryland

June 29, 2012

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1. Observation: Related Party Transactions

Montgomery Housing Partnership, Inc (MHP) and the management companies of its

Subsidiaries and Affiliates, Charles Tini & Associates, LLC (CT) and Equity

Management II, LLC (Equity), collectively referred to as the “Management Companies”

reconcile intercompany accounts between the related entities annually.

We noted that MHP paid for expenditures on behalf of MHP Town Centre, Inc., an

affiliate, in the amount of $31,068 during 2011. These advances were recorded to the

general ledger for MHP as an intercompany receivable but were not recorded to the

ledger of MHP Town Centre, Inc. as construction in progress and intercompany payable.

Recommendation

All intercompany accounts should be reconciled monthly and annually. The

annual reconciliation should be performed in connection with approving the

audits of the Subsidiaries and Affiliates. These accounts include the accounting

records maintained by the Management Companies and the accounting records

maintained by MHP. A reconciliation for all related party transactions including

income, expenses, payables, receivables and intercompany transfers is necessary

to determine that all related party transactions are properly recorded and to

identify all discrepancies in the accounting records within a reasonable time

period. In order to achieve this efficiently, we suggest establishing new accounts

that identify each related entity to be used for recording these types of

transactions in MHP’s and the Management Companies’ accounting records.

Alternatively, MHP could hire a third party to perform the monthly related party

reconciliations.

2. Observation: Accounting Records

MHP did not record the final construction draw which included costs incurred during

2011 to the development general ledger for MHP Maple Towers, LLC, a subsidiary. As

part of the reconciliation of the cost certification, an audit adjustment was proposed to

record the final draw costs incurred in 2011 on the books of the subsidiary.

During 2011, an advance made in the prior year by MHP to MHP Maple Towers, LLC

and recorded as a loan payable on the ledger of MHP Maple Towers, LLC and a loan

receivable on the ledger of MHP was converted to a capital contribution. However,

adjustments were not recorded to the general ledgers of MHP and MHP Maple Towers,

LLC to reflect the change.

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Recommendation

MHP should review the ledgers of its affiliates and subsidiaries periodically and

at year end and record any necessary audit journal entries for all of its Affiliates

and Subsidiaries. In order to ensure that the accounting records are accurate, the

annual audit journal entries must be posted within the accounting records

maintained by MHP. When activity for the subsidiaries and affiliates initially

recorded to a MHP ledger is provided to the management companies, MHP

should review the management company records to ensure that the activity is

recorded correctly.

3. Observation: Audit Adjustments

We noted that the Management Companies improperly recorded or did not record all of

the December 31, 2010 audit adjustments for MHP Scattered Site, Inc., an affiliate, as of

the date 2011 audit fieldwork commenced. As a result, audit adjustments were necessary

to be proposed by the auditor and recorded in order for the accounting records to be

complete and accurate for Scattered Sites.

Recommendation

The Management Companies should implement procedures to ensure that audit

entries are recorded to the appropriate accounts. These procedures should include

review and approval of audit entries prior to posting. If there are any questions

regarding audit adjustments, they should be identified and discussed prior to

approval of the draft financial statements.

We are also available to answer any subsequent questions regarding audit

adjustments and to assist in properly recording audit adjustments, if necessary.

4. Observation: Capitalization and Depreciation

The Management Companies do not consistently record the estimated depreciation and/or

amortization expense for the Subsidiaries and Affiliates. As a result, audit adjustments

were proposed to record or adjust the estimated depreciation and/or amortization expense

for eleven entities.

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Recommendation

The Management Companies should implement procedures to record depreciation

and amortization based on the depreciation and amortization schedules. The

Management Companies are responsible for maintaining complete and accurate

accounting records for the Subsidiaries and Affiliates. These procedures should

be performed at least annually in preparation for the annual audits.

5. Observation: Bank Reconciliations

MHP and the Management Company for MHP Scattered Site, Inc., an affiliate, did not

properly reconcile the mortgage escrow cash account as of December 31, 2011 from the

bank reconciliation to the general ledger balance. As a result of inquiries made by the

auditor, the MHP and the management company proposed adjustments to the accounting

records to properly record the cash balance at December 31, 2011 for the mortgage

escrow accounts.

Recommendation

The Management Companies should implement procedures to record all

reconciling items identified when preparing the bank reconciliations to the

accounting records. We believe that this is an important procedure to ensure that

the cash balances are properly and accurately recorded in the accounting records.

6. Observation: Tenant Security Deposits

We noted that MHP Parkview Towers, LLC, an affiliate, did not have sufficient cash in

the tenants’ security deposit account as of December 31, 2011 to equal or exceed the

tenant security deposit liability as required in the regulatory agreement with the

Department of Housing and Community Development. As a result, finding was reported

in the 2011 audited financial statements.

Recommendation

MHP and the Management Companies should implement procedures to ensure

that a sufficient amount of cash, at least equal to the liability, is segregated and

deposited in the company’s security deposit cash account in order to comply with

the requirements noted in the regulatory agreement.

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7. Observation: Federal Awards

We noted that on December 29, 2011, MHP transferred Community Development Block

Grant (CDBG) funds, received from a federal source in the amount of $39,481, to MHP

Twinbrook, LLC, an affiliate, in error, which were specified in the agreement for use at

MHP TPP, LLC, a subsidiary, to make weatherization and energy efficiency

improvements at Crossroad at Flower and Merrimac Gardens. As a result, a significant

deficiency in internal controls over financial reporting and on compliance over major

federal awards was reported in the 2011 audited consolidated financial statements.

Recommendation

MHP and Management Companies should follow their internal control procedures

regarding cash deposits to ensure that federal funds are deposited into the correct

property’s cash account.

June 30, 2012 TO: MHP Board of Directors FROM: Mark Meier Chief Financial Officer RE: Responses to Management Letter Comments In accordance with the performing of the audit of the financial statements of Montgomery Housing Partnership, Inc. et al (MHP), Reznick Group prepares a Management Letter summarizing their comments and recommendations regarding opportunities for strengthening internal controls and operating efficiencies. This memo serves to address what MHP is doing about the recommendations of Reznick Group. The review and implementation of these items will strengthen the controls of MHP. Below are the Recommendations and MHP’s response. Recommendation Number 1: All intercompany accounts should be reconciled monthly and annually. The annual reconciliation should be performed in connection with approving the audits of the Subsidiaries and Affiliates. These accounts include the accounting records maintained by the Management Companies and the accounting records maintained by MHP. A reconciliation of all related party transactions including income, expenses, payables, receivables and intercompany transfers is necessary to determine that all related party transactions are properly recorded and to identify all discrepancies in the accounting records within a reasonable time period. In order to achieve this efficiently, we suggest establishing new accounts that identify each related entity to be used for recording these types of transactions in MHP’s and the Management Companies’ accounting records. Management Response Number 1: Management will implement reconciliation procedures to be performed at least quarterly comparing intercompany activity, ascertaining that all entities’ intercompany accounts are in agreement.

Recommendation Number 2: MHP should review the ledgers of its affiliates and subsidiaries periodically and at year end and record any necessary audit journal entries for all of its Affiliates and Subsidiaries. In order to ensure that the accounting records are accurate, the annual audit journal entries must be posted within the accounting records maintained by MHP. When activity for the subsidiaries and affiliates initially recorded to a MHP ledger is provided to the management companies, MHP should review the management company records to ensure that the activity is recorded correctly. Management Response Number 2: As there was no separate audit for MHP Maple Towers, LLC in 2010, the reconciliation process of agreeing intercompany payables and receivables was not performed for this entity. Procedures will be put in place to have the Real Estate Development Group at MHP provide supporting documentation regarding the sources of funds as the $100,000 capital contribution from the general partner to MHP Maple Towers, LLC was not indicated as such on the draw schedules, but instead was reflected as a loan from MHP. As such, MHP reflected the books as a loan receivable and not an investment in subsidiary. MHP will coordinate between departments better to ascertain that accounting is aware of the capital structure and debt structure of the projects. Recommendation Number 3: The Management Companies should implement procedures to ensure that audit entries are recorded to the appropriate accounts. These procedures should include review and approval of audit entries prior to posting. If there are any questions regarding audit adjustment, they should be identified and discussed prior to approval of the draft financial statements. Management Response Number 3: Management and management company will reconcile equity/net assets upon audit completion to ascertain that proper adjustments have been made to agree the books and records to audit results. MHP will be certain to review the property records more frequently to be assured that the books and records reflect the operations of the property accurately.

Recommendation Number 4: The Management Companies should implement procedures to record depreciation and amortization based on the depreciation and amortization schedules. The Management Companies are responsible for maintaining complete and accurate accounting records for the Subsidiaries and Affiliates. These procedures should be performed at least annually in preparation for the annual audits. Management Response Number 4: In booking the depreciation expense for the year, the property manager is estimating current year depreciation based upon prior year’s depreciation expense which does not necessarily reflect the depreciation expense accurately. Management will work with the property manager to ensure that the depreciation and amortization are reflected accurately on the internal financial statements. Recommendation Number 5: The Management Companies should implement procedures to record all reconciling items identified when preparing the bank reconciliations to the accounting records. We believe that this is an important procedure to ensure that the cash balances are properly and accurately recorded in the accounting records. Management Response Number 5: MHP will monitor monthly account reconciliations performed by the management company to ensure that the reconciliations are performed in a timely manner and accurately reflect the operations. Recommendation Number 6: MHP and the Management Companies should implement procedures to ensure that a sufficient amount of cash, at least equal to the liability, is segregated and deposited in the company’s security deposit cash account in order to comply with the requirements noted in the regulatory agreement. Management Response Number 6: Upon acquisition of a property, tenant security deposits payable did not include accrued interest in the amounts due to tenants. Management computed interest at the statutory rate and accrued the interest payable accordingly. This finding was based upon an acquisition and was corrected accordingly during operations of the property. This is not an ongoing issue to be concerned with as management monitors the security deposit positions regularly for our operating properties. The money was transferred from operations to the tenant security deposit account immediately upon recognition.

Recommendation Number 7: MHP and Management Companies should follow their internal control procedures regarding cash deposits to ensure that federal funds are deposited into the correct property’s cash account. Management Response Number 7: MHP has policies in place to avoid deposits into the incorrect accounts. However, this event occurred while normal personnel were on vacation and occurred in the last week of December. Upon performing monthly bank reconciliations, this was discovered and corrected. MHP will implement a more thorough process of approval prior to deposits being made into the bank.

July 24, 2012 Memo to MHP Board of Directors Re: Resolution 12-25 The current MHP By-Laws state that the Executive Committee shall include the: (1) Chairman, (2) Vice Chairman, (3) Treasurer, and (4) Secretary of the Board, and (5) two other Directors as chosen by the Chairman of the Board. The current Executive Committee would like to include an additional Director so the By-Laws need to be amended allowing up to three other Directors to be appointed by the Chair of the Board.

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RESOLUTION 12-25

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 over two thirds (2/3) vote of the Board of Directors of said Corporation on July 24, 2012, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Bylaws state that the Executive Committee shall include the: (1) Chairman, (2) Vice Chairman, (3) Treasurer, and (4) Secretary of the Board, and (5) two other Directors as chosen by the Chairman of the Board; WHEREAS, the Board of Directors of the Corporation wish to amend the Bylaws in order to increase the number of additional directors as chosen by the Chairman of the Board to up to three; WHEREAS, the By-Laws may be amended, from time to time, by the affirmative vote of two-thirds (2/3) of the entire Board of Directors at any regular or special meeting of the Board of Directors at which a quorum is present.

WHEREAS, the Bylaws call for the Chair, Vice Chair, Treasurer and Secretary of the Board to serve as the Executive Committee of the Board. The Chair of the Board is also required to appoint two additional persons to the Executive Committee of the Board. NOW THEREFORE, BE IT RESOLVED, that the Bylaws will be amended to state that the Executive Committee shall include (1) Chairman, (2) Vice Chairman, (3) Treasurer, and (4) Secretary of the Board, and (5) up to three other Directors as chosen by the Chairman of the Board; IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of July 2012. _________________________________ 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 To: Board of Directors of Montgomery Housing Partnership, Inc. From: Vicki Davis, Chair Section 5.2 of the Bylaws of the Corporation state that there shall be an Executive Committee of the Board authorized to exercise the authority of the Board of Directors on any actions required between meetings of the Board, provided however that such actions shall be reported at the next meeting of the Board. The Executive Committee shall include the: (1) Chairman, (2) Vice Chairman, (3) Treasurer, and (4) Secretary of the Board, and (5) up to three other Directors as chosen by the Chairman of the Board which Director's term on the Executive Committee shall be co- terminus with the term in office of the Chairman of the Board. Accordingly, I am appointing Stephen Holcomb, Christopher King, and Gene Sachs as Directors, as of July 24, 2012. ______________________ Vicki Davis Chair

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: July 2012 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 December 13, 2012. The full write-up was included in the June 2012 board packet. The financing package includes funds from the Risk-Share bond program from Maryland’s Community Development Administration (CDA). CDA issues the bonds but they are partly insured by HUD. It is through the “2530” clearance process that HUD asks developers, owners, managers, general contractors, and investors (including their board members) to disclose any history of involvement with HUD loans. HUD and CDA condition processing and closing the loans on the timely completion of the 2530 process. We will send by email the forms for each board member to complete. The resolution, MHP 12-27, authorizes the President, Assistant Secretary and Vice President of Real Estate to execute Previous Participation Participations (“HUD Form 2530”) where board members have had no relevant previous HUD participation.

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RESOLUTION 12-27

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 corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on July 24, 2012, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and

WHEREAS, the Corporation, is the managing member of MHP Parkview Towers, LLC, owner of a multi family apartment facility located at 7667 Maple Avenue, Takoma Park, MD (the “Project”); and WHEREAS, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to have the President, Assistant Secretary of the Corporation, or Vice President of Real Estate execute one or more Previous Participation Certifications ("HUD Form 2530") on behalf of the Corporation and all of the principals of the Corporation; and certify that the President, Assistant Secretary of the Corporation, or Vice President of Real Estate’s signature on such HUD Form 2530 attests to the Corporation and all principals of the Corporation having the same previous participation experience, except as may be otherwise indicated by the President, Assistant Secretary of the Corporation, or Vice President of Real Estate on the HUD Form 2530; NOW, THEREFORE, BE IT RESOLVED, that the Corporation shall have the President, Assistant Secretary of the Corporation, or Vice President of Real Estate execute one or more HUD Form 2530s on behalf of all of the principals of the Corporation and that the Board hereby certifies that the President, Assistant Secretary of the Corporation, or Vice President of Real Estate’s signature on such HUD Form 2530 attests to all principals of the Corporation having the same previous participation experience, except as may be otherwise indicated by the President, Assistant Secretary of the Corporation, or Vice President of Real Estate on the HUD Form 2530; IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this 24th day of July, 2012. _________________________________ Jill Goodrich, Assistant Secretary

Page 19

MEMORANDUM

TO: MHP’s Finance Committee and Board FROM: MHP’s Real Estate Department DATE: July 2012 RE: Silver Spring Library Residential Project Name/Location: Silver Spring Library Residential Project

Northwest Corner, Bonifant and Fenton Streets Silver Spring, MD

Project Description: Up to 140-unit, Mixed-Income Senior & Family Rental Community—New Construction. MHP’s Joint Venture Partner is The Donohoe Companies

Strategic Importance: Provides Needed Senior and Family Housing in Downtown Silver

Spring Area in a Public-Private Partnership Total Development Costs: Approximately $44 million ($314,000 per unit) Staff Request: This memo seeks the Board’s approval to 1) enter into a

Memorandum of Understanding with our joint venture partner, The Donohoe Companies, regarding roles and responsibilities for the project, 2) enter into an Option Contract with Montgomery County to ground lease the land and 3) allow the general partner entity that MHP formed for this project (Silver Spring Library Residences GP, LLC) to execute project-related documents, including the right to spend County loan funds for predevelopment expenses.

Project Overview/Status: In June 2010 the team of MHP, Inc. and The Donohoe Companies won the right to develop a mixed-use, mixed-income development in downtown Silver Spring on County-owned property at the northwest corner of Bonifant and Fenton Streets. The site is located adjacent to the proposed Silver Spring Library (up to 90,000 sf). The library’s utility infrastructure work is currently in progress; library construction will begin in late 2012 and is expected to open in 2014. A future Purple Line stop is adjacent to the library and the proposed residential development. We estimate that construction on the residential project will start by early 2014 and be completed in 18 to 24 months. See attached location map. Since June 2010, the MHP/Donohoe team has been working with the County’s Department of Housing and Community Affairs (DHCA) Department to develop a preliminary schematic plan that maximizes the density on the site, creates a significant amount of affordable housing, provides a realistic unit mix and minimizes the need for County subsidy. In May 2011, our Team and DHCA agreed in principle on a plan to move forward with. The plan included an 11-story high-rise building for families with about 130 affordable units and ground-level retail of up to 10,000 sf. The total development cost would be approximately $44 million or about $314,000 per unit. In April of this year, the County requested that we change the focus to a mixed-income seniors development (restricted to individuals 62 years of age and older) as part of the County Executive’s new initiative to provide more senior housing for county residents. However, a 100% senior’s project will likely not score high enough to earn 9% low income housing tax credits so we are exploring an alternative with the County and the State for a project that is part elderly families (at least one member of the family must be 62 years of age or older) and part families. The elderly units and the family units would be on separate floors of the building. The project would likely be mixed-income with some market rate tenants as well. A part family/part senior project (say 50%/50% mix) would be more competitive in the tax credit round and would help mitigate the risks of having one large senior project. Our goal is to submit a tax credit application to the State in the September 11th round. A preliminary mix is attached. However, in the upcoming programming and schematic design phase, we will determine if the unit count and mix are achievable. The site is properly zoned, so rezoning is not necessary. Our team is currently working with Park and Planning and the Department of Permitting Services to finalize the entitlement process. We currently anticipate that a project plan, preliminary plan and site plan are required, but a subdivision is likely not required. We believe we can obtain these approvals within about one year.

Predevelopment Funds/ Previous Board Approval: At the June 2012 Board Meeting the Board approved the formation of the owner and the general partner, the advance of $105,000 from MHP and Donohoe for the project, and the authority to spend up to $700,000 on predevelopment expenses that would be used to prepare the tax credit application and complete the land use entitlement process.

USES Total Costs through

land use process

1. Architect and Engineering $855,000 $300,000 2. Civil Engineering $175,000 $100,000 3. Planning (Project, Site, Preliminary etc.)

$158,000 $90,000

4. Permits/Fees $304,000 5. Legal and Insurance $294,355 $100,000 6.Appraisal and Market Study $20,000 $20,000 7. Construction Management $22,500 8. Financing and Tax Credit Costs/Soft Cost and Overhead

$460,000 $90,000

TOTAL PREDEVELOPMENT COSTS

$2,288,855 $700,000

Memorandum of Understanding Between MHP and The Donohoe Companies MHP and Donohoe have negotiated and drafted a Memorandum of Understanding. Predevelopment expenses will be split equally by MHP and Donohoe if not from a forgivable loan source like the County. An MHP subsidiary will be the owner of the project once it is completed; Donohoe will not be part of the long term ownership structure. MHP and Donohoe will equally split the cash portion of the developer’s fee. Donohoe’s construction company will build the project. MHP will have primary responsibility for:

• Community relations • Obtaining debt and equity financing • Selecting a property manager and social service provider

Donohoe will have primary responsibility for: • Securing all of the entitlements • Building design and engineering • Construction oversight

Three main issues remain unaddressed in the Joint Venture Agreement: responsibility for the (i) repayment guarantee for the construction loan, (ii) lease-up guarantee, and (iii) upward and downward adjuster. Donohoe only wants to be responsible for these guarantees until substantial completion and MHP wants Donohoe to be responsible for each of these guarantees until the construction loan converts to a permanent loan—essentially after the property has been leased up (all tax credit units are delivered) . Donohoe is concerned that as the “deep pocket” in the deal, lenders will look to them for payment on any guarantees. Donohoe also believes that the risks associated with these three issues are not proportionate to the fee they will receive on this deal. Donohoe would like the project to use HUD financing which would remove the repayment guarantee and the lease-up risk. However, this may not be possible with HUD financing given the mixed senior/family nature of the project. Any conventional lender will require a recourse construction loan. We are currently exploring both options simultaneously. That being said, as mentioned above, if we use HUD financing, the guarantees (i) and (ii) above disappear. Based on discussions with Donohoe, they would most likely agree to place a portion of their fee in escrow for issue (iii). We would like to sign the Memorandum of Understanding now based on what we have agreed on as we are now spending money to move the project forward, and modify the agreement at a later date as we work out the remaining issues. Also, we need to sign an agreement now to show the County and the State that we have a formal partnership agreement in place. Risks Associated with Joint Venture Agreement While we would like to have the outstanding issues ironed out now, within about 30 to 60 days, we should know the most likely financing options, which will help drive resolution of the outstanding issues. The most important goal now is to complete the documents required for the tax credit application that is due in September. If HUD financing is not an option, we with the help of Donohoe will push the conventional lenders to limit as much of the guarantee language as possible. In the end, we may need to accept that be best we can get from Donohoe is for them to limit their guarantee exposure to their fee. If that is the case, we will put a prudent amount of contingency into the capital budget to cover any exposure to MHP. Option Contract for Ground Lease We are pursuing a ground lease rather than a fee simple purchase of the land because of the County’s request. The County believes that, given they currently own the land under the proposed library and residential sites in multiple parcels, it would be easier and faster to consolidate the parcels, then subdivide the library lot from the residential lot if they did a ground lease. We would sign an Option Contract that gives us the right to execute a ground lease in the future if we meet certain milestones—obtain financing commitments and entitlements (land use and building permits) for the project. During this option

period, approximately three years, we would also do all of our due-diligence studies. Having an executed Option Contract is also necessary to show site control for the tax credit application and the Section 8 Voucher application. A draft ground lease will be attached to the Option Contract. The draft ground lease currently states a 99-yr term at $1/yr—a very favorable price. The County recently used the same Option Contract (with attached draft ground lease) with Victory Housing for a new affordable senior’s project. Risks Associated with the Option Contract The final terms have not yet been determined, but the price and terms are favorable. Also, we will make sure the final draft ground lease that will be attached to the Option Contract is acceptable to the lenders. Board Request Montgomery Housing Partnership, Inc. Resolution 12-14 authorizes MHP to (i) execute the MOU and carry out the actions and responsibilities stated therein with the Donohoe Companies, Inc. to proceed with the Development, (ii) create the For Profit Member; and (iii) enter into all documents in connection with MHP’s loan (of County funds) to the JV partnership; and (iv) enter into the Option Contract and assign such contact to the Owner, if necessary; Montgomery Housing Partnership, Inc. Resolution 12-24 authorizes MHP in its capacity as member of the general partner (Silver Spring Library Residences GP, LLC) of the owner (Silver Spring Library LP), to execute and deliver on behalf of LP, the documents, certificates, statements and instruments necessary to (i) consummate the Owners’ Loan (ii) consummate the County’s predevelopment loan, (iii) spend such funds on predevelopment expenses; and (iv) execute the Option Contract for Ground Lease or accept an assignment of the Option Contract. Attachment

• Location Map


RESOLUTION 12-14 RESOLUTION OF THE BOARD OF DIRECTORS OF


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 ___________, 2012 the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and WHEREAS, the Corporation together with the Donohoe Companies, Inc submitted a Response (the “Response”) to a Request for Proposals from Montgomery County to develop multi-family housing in Silver Spring Maryland (the “Development”) adjacent to the planned location of the new library; and WHEREAS, the Response was accepted by Montgomery County and MHP and The Donohoe Companies were awarded the rights to develop, construct, operate and manage the Development; and WHEREAS, a Memorandum of Understanding (the “MOU”) outlining the terms of the joint venture relationship between the Corporation and the Donohoe Companies, Inc. has been presented which provides for the establishment of a limited partnership (the “Owner”) to own the Development with an affiliate of the Donohoe Companies, Inc. and an affiliate of the Corporation serving as equal limited partners and a newly established limited liability company owned equally by the Corporation and the Donohoe Companies, Inc. serving as the general partner (the “General Partner”); and WHEREAS, the Corporation intends to subsequently request low income housing tax credits pursuant to Section 42 of the Internal Revenue Code (“Tax Credits”) for the Development; and WHEREAS, after the Tax Credits are awarded, upon closing on the construction financing, the Corporation wishes to create and replace the Corporation as the member of the General Partner, with MHP Silver Spring, LLC, a MD for-profit corporation (the “For Profit Member”); and WHEREAS, the Corporation is receiving a $2,000,000 loan from Montgomery County’s Department of Housing and Community Affairs (the “County Funds”) to pay for predevelopment expenses and the Corporation intends to loan the County Funds to the limited partner owner of the Development to pay for predevelopment expenses (the “MHP-County Loan”); and

WHEREAS, the County desires the Corporation to execute an Option Contract (the “Option”) for the ground lease for the Development which grants the right to lease and subsequently purchase the Property from the County; and WHEREAS, such Option may be assigned by MHP to the Owner; and NOW THEREFORE, BE IT RESOLVED, that the Corporation through its President or its Assistant Secretary or its Vice President of Real Estate shall be and hereby is authorized to (i) execute the MOU and carry out the actions and responsibilities stated therein with the Donohoe Companies, Inc. to proceed with the Development, (ii) create the for profit member; and (iii) enter into all documents in connection with the MHP-County Loan; and (iv) enter into the Option Contract and assign the Option Contract to the Owner, if necessary; RESOLVED FURTHER, that any and all acts heretofore taken by the President or Assistant Secretary or Vice President of Real Estate 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. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this _____ day of _________, 2012 _________________________________ Jill Goodrich, Assistant Secretary


RESOLUTION 12-24

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

IN ITS CAPACITY AS MEMBER OF SILVER SPRING LIBRARY RESIDENCES GP LLC, GENERAL PARTNER

OF SILVER SPRING LIBRARY RESIDENCES, LP The Board of Directors of Montgomery Housing Partnership, Inc., a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on ___________, 2012 the following resolution in its capacity as member of Silver Spring Library Residences GP LLC, the general partner of Silver Spring Library Residences, LP (the "Owner"): WHEREAS, Montgomery Housing Partnership, Inc. (“MHP”) together with the Donohoe Companies, Inc (“Donohoe”) submitted a Response (the “Response”) to a Request for Proposals from Montgomery County to develop multi-family housing in Silver Spring Maryland (the “Development”) adjacent to the planned location of the new library (the “Property”); and

WHEREAS, the Response was accepted by Montgomery County and MHP and Donohoe were awarded the rights to develop, construct, operate and manage the Development; and

WHEREAS, pursuant to a Memorandum of Understanding between MHP and the

Donohoe Companies, Inc. (“Donohoe”) the owner of the ground lease of the Property, Silver Spring Library Residences LP (the “Owner”), will be established, whose limited partnership interests are owned by MHP and Donohoe and whose general partner, Silver Spring Residences Library GP, LLC is also owned equally by MHP and Donohoe; and

WHEREAS, the Owner was established exclusively for the purposes of serving as the developer of the Development in accordance with the Response and the requirements of Montgomery County, Maryland (the “County”); and WHEREAS, the Owner desires to execute a long term Ground Lease with the County for the Property (the “Ground Lease”) and MHP will execute an Option Contract that contains the Ground Lease as an attachment (the “Option”) which may be exercised to provide for the lease of the Property from the County; and WHEREAS, such Option may be assigned by MHP to the Owner; and

WHEREAS, the County has issued a commitment to MHP for a forgivable loan in the approximate amount of $2,000,000.00 (the “County Loan”) to pay for predevelopment expenses;

and WHEREAS, MHP desires to lend the proceeds of the County Loan to the Owner (the “MHP County Loan”) to pay for predevelopment expenses, and the Owner desires to accept such MHP County Loan to pay for predevelopment expenses; WHEREAS, the Owner also desires to accept $300,000 jointly from MHP and Donohoe (the “Owners’ Loan”) to pay for predevelopment expenses;

NOW, THEREFORE, BE IT RESOLVED that that the general partner of the Owner, Silver Spring Library Residences GP, LLC, acting through its managing member(s) be and hereby is authorized to execute and deliver on behalf of the Owner, the documents, certificates, statements and instruments necessary to (i) to accept an assignment of the Option from MHP, (ii) the MHP County Loan, (iii) consummate the Owners’ Loan and (iv) spend such funds on predevelopment expenses; and I hereby certify that the foregoing resolutions were approved at a duly conducted meeting of Silver Spring Library Residences, LP Montgomery Housing Partnership, Inc. By:____________________________________ Donohoe Silver Spring LLC By:______________________________________

Summary of Proposals

Prepared for Montgomery Housing Partnership

Prepared by

Gene S. Sachs, Managing Principal Deniz T. Yener, Senior Advisor

Revised: June 14, 2012


**Initial Offer **Cresa Counter **LL Response

Building Name: Address:

Tech Center 29 12200 Tech Road Silver Spring, MD

1300 Spring Street Silver Spring, MD

Building Ownership:

Spectrum Partners LLC The Bernstein Companies

Building Size: 55,422 RSF

3 Floors 101,687 RSF

5 Floors

Building Hours:

• M-F: 7:00 am-6:00 pm • Sat: 9:00 am-1:00 pm • Afterhours HVAC available at Landlord’s cost

• M-F: 8:00 am-6:00 pm • Sat: 9:00 am-1:00 pm • Afterhours HVAC available at Landlord’s cost

Size:

• 9,207 RSF on the 2nd Floor • Method of Measurement not specified • Please define Method of Measurement • BOMA 1996 Standard of Measurement

• 9,073 RSF on the 2nd Floor • Method of Measurement not specified • Please define Method of Measurement • BOMA 1996 Standard of Measurement




Lease Commencement:

• April 1, 2013 • Lease commences upon the later of Substantial Completion of

Premises or April 1, 2013 • Lease commences upon the later of Substantial Completion of

Premises or April 1, 2013

• April 1, 2013 • Lease commences upon the later of Substantial Completion

of Premises or April 1, 2013 • March 1, 2013

Rent Commencement:

• Option A: 3 months after Lease Commencement • Option B: First 3 months after Lease Commencement, as well

as, months 61, 62 & 63 • Option A: 4 months after Lease Commencement • Option B: 8 months after Lease Commencement • Option A: 3 months after Lease Commencement • Option B: 6 months after Lease Commencement

• Option A: 2 months after Lease Commencement • Option B: 4 months after Lease Commencement • Option A: 4 months after Lease Commencement • Option B: 8 months after Lease Commencement • 6 months after Lease Commencement

Early Access:

• Early possession granted but to be defined in Lease document • Tenant shall have the right to begin relocation into Premises 2

weeks prior to Lease Commencement • Tenant shall have the right to begin relocation into Premises 2

weeks prior to Lease Commencement

• Tenant shall have the right to begin relocation into Premises 2 weeks prior to Lease Commencement

• Tenant shall have the right to begin relocation into Premises 2 weeks prior to Lease Commencement




Base Rent and Escalation:

Same for both option A & B: • $24.75/RSF, Full Service • 3% Escalator

• Option A: $23.00/RSF, Full Service • Option B: $21.00/RSF, Full Service • 2.5% Escalator • Option A: $23.50/RSF • Option B: $22.50/RSF • 3% Escalator

Option A: • $27.95/RSF, Full Service • 3% Escalator

Option B: • $26.50/RSF, Full Service • 2.5% Escalator

• Option A: $26.00/RSF, Full Service • Option B: $25.00/RSF, Full Service • 2.5% Escalator • $26.00/RSF, Full Service • 3% Escalator

Operating Expenses and Real Estate Taxes:

• Tenant responsible for proportionate share of expenses (not defined)

• Base Year 2013 • Calculations adjusted to reflect a 95% occupied building • Calculations adjusted to reflect a 100% occupied building • Controllable Expense Cap at 6% • Calculations adjusted to reflect a 100% occupied building

• Tenant responsible for proportionate share of expenses (not defined)

• Base Year 2013 • Gross-up calculations not specified • Calculations adjusted to reflect a 100% occupied building • Controllable Expense Cap at 6% • Increases in Controllable Expenses capped at 6% annually

Signage:

• Landlord shall provide a suitable number of listings and a building standard suite sign

• Tenant shall have a Monument Sign at a mutually acceptable location on the building’s exterior premises

• Tenant shall have a reasonable number of listings and a building standard suite sign

• Monument signage “to be determined”

At Landlord’s expense, Landlord shall provide Building Standard Suite signage and directory listings




Parking:

• 3/1,000 RSF • Parking is free and unreserved • Tenant has the right to 4 reserved parking spaces • Landlord omitted reserved parking space language

• 2/1,000 RSF • Parking rates not defined • Tenant has the right to 4 reserved parking spaces • Landlord shall abate 50% of Tenant’s parking costs for the

entire Lease term • Parking rates equal to market rates – currently

$100/space/month • 50% rate abatement on 10 spaces for the entire Lease Term

– 4 of which may be reserved

Remaining Lease Liability:

• Landlord shall assume Tenant’s termination penalty, estimated to be $17,651.60

• Should Tenant agree to a 10-year term, Landlord agrees to assume Termination Penalty Cost

• Landlord shall assume Tenant’s termination penalty, estimated to be $17,651.60

• Landlord will assume Tenant’s termination costs

Furniture:

• Landlord to provide an inventory of available furniture for Tenant’s use at no cost to Tenant

• Landlord to provide an available inventory of furniture for Tenant’s use at no cost to Tenant

Not Applicable




Expansion Option:

• [Right of First Offer] - Tenant has continuing right to lease any additional contiguous space which becomes available for lease on the 2nd floor

• [Right to Lease Additional Space] – Tenant may lease any additional available space at the same terms and conditions, within first 12 months of Lease

• [Right of First Offer] - Tenant has continuing right (subject to A&T Systems) to lease any additional contiguous space which becomes available for lease on the 2nd floor

• [Right to Lease Additional Space] – Tenant may lease any additional available space at the same terms and conditions, on 2nd or 3rd floors within first 24 months of Lease

• [Right of First Offer] - Tenant has continuing right to lease any additional contiguous space which becomes available for lease on the 2nd floor

• [Right of Refusal] – Tenant has first right of refusal on any adjacent space

Renewal Option:

• Right to extend for 1 additional 5 year term with 9 months written notice




Tenant Improvement Allowance (TIA)/ Landlord’s Work:

• Option A: $10.00/RSF • Option B: $20.00/RSF • TIA applicable to “hard costs” only • Option A: $30.00/RSF • Option B: $40.00/RSF • Option A: $20.00/RSF • Option B: $23.00/RSF • An additional $10.00/RSF available, amortized at a 7% interest

rate over the term of the lease

• Landlord Turn-key • Option A: $30.00/RSF • Option B: $40.00/RSF • Tenant Allowance of $35.00/RSF




Sublease/ Assignment:

• Tenant has the right to freely sublease or assign the Premises, subject to reasonable Landlord approval

• Landlord and Tenant shall split profits 50%-50% • Tenant has the right to freely sublease or assign the Premises,

subject to reasonable Landlord approval. • Landlord and Tenant shall split profits 50%-50%

• Provided tenant is not in default and occupies 100% of Premises; Tenant may request the right to sublease space

• Landlord has recapture rights • Tenant has the right to freely sublease or assign the

Premises, subject to reasonable Landlord approval. • Landlord and Tenant shall split profits 50%-50% • Tenant has the right to freely sublease or assign the

Premises, subject to reasonable Landlord approval • Landlord and Tenant shall split profits 50%-50%

Security Deposit:

• Subject to review of Tenant’s financials • In no event shall security Deposit be less than one month’s

rent • Upon Lease execution, Tenant shall provide First Month’s rent,

and a Security Deposit equal to 1 months rent • Security Deposit shall be in Cash and subject to review of

Tenant’s financials

• Subject to review of Tenant’s financials • Upon Lease execution, Tenant shall provide First Month’s

rent, and a Security Deposit equal to 1 months rent • Upon Lease execution, Tenant shall provide First Month’s

rent, and a Security Deposit equal to 1 months rent




FINANCIAL ANALYSIS

Total Rent:

5 Years: $1,252,694 10 Years: $2,804,001 5 Years: $1,153,847 10 Years: $2,352,168 5 Years: $1,187,646 10 Years: $2,555,218

5 Years: $1,588,042 10 Years: $3,311,135 5 Years: $1,388,069 10 Years: $2,975,570 5 Years*: $1,465,244 10 Years*: $3,229,732

Average Cost per Year:

5 Years: $238,609 10 Years: $267,048 5 Years: $216,346 10 Years: $220,516 5 Years: $226,218 10 Years: $243,354

5 Years: $307,363 10 Years: $320,432 5 Years: $360,263 10 Years: $278,960 5 Years*: $266,408 10 Years*: $307,594

Average Cost per SF:

5 Years: $25.92 10 Years: $29.00 5 Years: $23.50 10 Years: $23.95 5 Years: $24.57 10 Years: $26.43

5 Years: $33.88 10 Years: $35.32 5 Years: $28.69 10 Years: $30.75 5 Years*: $29.36 10 Years*: $33.90

* - Spring Street’s last offer was for a seven (7) year term

Pros- 12200 Tech Road Cons- 12200 Tech Road Pros -1300 Spring Street Cons -1300 Spring Street

Renovation Estimate

Tech Road $269,017

Spring Street $325,374

1. Space - Class B - Size = 9,207 SF2. Price per SF -$23.50 for 5 year3. Utlities included with Rent

1. Limited Handicap access2. No Metro Transportation, but there is bus service

1. Space -Class A =Size 9,073 SF2. Price per SF -$26.00 for 5 year3. Utlities included with Rent

4. Deli -in Building5. Public Transportation -Excellent

6. Walkable Food -Unlimited7. Closer to most CL Programs & County Bldgs.8. Handicap Accessibility

9. Good Security System10. Large Conference & Kitchen

3. Walkable Food Options - Limited4. Same AC System

4. Parking included with Rent5. Possibility of free furniture6. Possibility to have exterior MHP Sign

7. Low cost in moving expenses and ease of moving8. Retain the suite #9. Fair Traffic

10. Relatively close to CL Programs and County Building11. Good Security System12. Large Conference & Kitchen

1. Parking not included in rent, and may or may not be paid by MHP2. Not all parking will be on-site

3. Downtown Silver Spring's Traffic

13. More space for individual offices and more window offices14. More storage space 15. Requires less build-out

Needs / Wants / Wishes

Must Have… Would Like… * Space must be at least 7,500 Square Feet * Utilities included in rent * Close to public transportation (Bus or Metro) * Ability to condition space on weekends * Enough parking spaces on site (30 parking spots / included in rent)

* Handicap Accessibility

* Walkable food options from site * Large kitchen area * Accessibility to properties with Community Life programs (**addresses listed at the bottom)

* Whole floor or entire side of floor to ourself

* Accessibility to County Building * Ability to sublease * Class A or B building * Showers in building * Conference room should fit 40 people * Traffic * Security

MEMORANDUM

To: MHP Board From: Fundraising Department Date: July 24, 2012 Board Meeting RE: MHP Inc. Resolution authorizing an application to DHCD for Community Investment Tax Credits (CITC) MHP, Inc. Resolution 12-28 is required by the State of Maryland as a part of the MHP application for participation in the state’s 2013 Community Investment Tax Credit (CITC) Program. MHP received a CITC award of $10,000 in 2006, followed by additional allotments of $10,000 in 2007 and 2008. In the 2010 – 2012 round, we received $50,000. These funds are designated in support of MHP’s Community Life programs, which serve target populations in designated priority funding areas.


RESOLUTION 12-28

RESOLUTION OF THE BOARD OF DIRECTORS OF


The Board of Directors of Montgomery Housing Partnership, Inc. (The “Corporation”), a Maryland non-profit organization, hereby adopts by a majority vote of the Board of Directors of said Corporation on July 24, 2012, the following resolution:

RESOLVED: That the Corporation is authorized by this Resolution to apply to the Department of Housing and Community Development of Maryland (“DHCD”) for and accept project approval and an allocation of tax credits under the Department’s Community Investment Tax Credit Program, in connection with a project to provide activities that foster growth in education, self-sufficiency, health, and home ownership for low- and moderate-income families in seven affordable housing complexes in Wheaton, Silver Spring, Takoma Park and Long Branch neighborhoods which will benefit priority funding areas located in Wheaton, Silver Spring, and Takoma Park communities, Maryland, upon those terms and conditions as the President and Vice President of Operations, authorized to do so by action of this Corporation’s Board of Directors, shall deem appropriate; and it is

FURTHER RESOLVED: That the approval of the Corporation’s Board of Directors is

deemed conclusively evidenced by the execution of any and all documents required in connection with the project and an allocation of tax credits, by the President and Vice President of Operations authorized to do so by action of this Corporation’s Board of Directors and the Secretary or Assistant Secretary of the Corporation is authorized to certify these resolutions to DHCD; and it is

FURTHER RESOLVED: That if there shall be any conflict between the language of the tax

credits agreement or these resolutions and the By-Laws and Articles of Incorporation of the Corporation, the language of the tax credit agreement or these resolutions, as they may be, shall control.

* * * * * * * * * * *

WITNESS my signature and the seal of the Corporation this ___ day of ________, 20__. _________________________________ (SEAL) Assistant Secretary of the Corporation * * * * * * * * * *

BOARD MEETING NOTICE

MHP SCATTERED SITE, INC.

Date: Tuesday, July 24, 2012 Time: 8:00 p.m. Board Meeting Place: Pembridge Square Community Center 2315 Blueridge Avenue Wheaton, MD 20902 RSVP: Please call Leonor Rivera at 301-622-2400, extension 10 AGENDA

1. Resolution 12-05 – Cash Surplus Payments

UNAUDITED UNAUDITEDINTERNAL

U S E

ASSETS:Cash and cash equivalents (see attached detail) 8,625,567$ Accounts receivable 549,763Prepaid expenses and deposits 30,704Furniture, equipment, improvements 119,230 Less: Accumulated depreciation 109,000 Net fixed assets 0 10,230Loans to affiliates - NW revolving funds 262,622Notes receivable - Affiliates NW funds - Restricted 2,736,807Deferred Development fees receivable 995,348Notes receivable and subsidiary advances 1,979,479 TOTAL ASSETS 15,190,520$

LIABILITIES and NET ASSETSAccounts payable 49,478Accrued payroll and payroll costs / benefits 41,048Deferral of rent payable 40,358Notes payable (includes $2.1 million Edinburgh Letter o 2,633,815Edinburgh fees received in advance0 0 114,793Notes payable - Forgivable 198,483 Total liabilities 3,077,975

Unrestricted Net assets $7,807,733NeighborWorks Unrestricted Net Assets 1,290,684NeighborWorks Permanent Restricted Net Assets 2,934,820Temporary Restricted Net Assets 79,308 Total net assets 12,112,545

TOTAL LIABILITIES and NET ASSETS 15,190,520$

Montgomery Housing Partnership, Inc.Summary Balance Sheet

June 30, 2012

UNAUDITEDINTERNAL USE ONLY

Prior Year 2011 Total 2012

ACTUALS BUDGET VARIANCE ACTUALS BUDGET REVENUES (Unrestricted)

Development fees 12,000 104,000 (92,000) 210,822$ 1,043,000$ Government Contract Income 87,620 85,000 2,620 165,666 190,000 Donations and Grants 235,128 266,500 (31,372) 262,826 519,000 Fees from Affiliated Entities 1,067,254 1,184,600 (117,346) 963,892 1,885,000 Budgeted cash surplus distrib.earlier

Special events 44,356 45,000 (644) 41,475 45,000 Gain from debt forgiveness 1,854 4,900 (3,046) 6,239 10,000 Interest and investment income 25,625 21,120 4,505 18,853 42,200 Other income 4,601 2,750 1,851 4,662 350 TOTAL REVENUES 1,478,438 1,713,870 (235,432) 1,674,435 3,734,550

EXPENSESSalaries and Benefits 1,111,316 1,244,470 133,154 1,010,449 2,728,400 Community Life Prog. 67,450 101,150 33,700 68,675 204,700 Program services 132,258 105,820 (26,438) 142,345 199,800 Fundraising 15,240 17,200 1,960 11,026 18,000 Overhead / Facility costs 180,229 189,900 9,671 169,983 413,900 TOTAL EXPENSES 1,506,493 1,658,540 152,047 1,402,478 3,564,800

Net Revenue - Restriction Released 3,960

Increase in Net Assets Accrual Basis (28,055)$ 55,330$ (83,385)$ 275,917 169,750$

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

Statement of Revenues and ExpensesFor the 6 Months Ending June 30, 2012

Year 2012 To Date

Montgomery Housing Partnership, Inc.

Montgomery Housing Partnership, Inc.Detail of Cash Balances 12/31/11 06/30/12 Net Change

Balance Balance Increase(Decrease)

UNRESTRICTED CASH Wachovia Operating & Sweep Insvtmt Acct. 2,162,301$ 1,887,372$ 0.00M & T (temp. depository) 132,324 154,605Bank of America checking acct. 440,700 887,950 Less NW Restricted Portion (203,750) (541,250)Bank of Amer. Money Market 97,328 97,352Capital One Money Market 0 239,770 882,000Capital One CDARS Account (less than 90 days) 882,000 240,332Cash Held 400 298,912Petty cash Accounts ( 2 ) 250 250 Total Unrestricted Operating Cash 3,751,323 3,907,523 156,200

CASH INVESTED IN TIME DEPOSITS (Over 90 days maturity)Wachovia Securities ( CDs) 1,508,946 1,514,417P N C (Certificate) 102,987 102,989United Bank ( Certificates ) 115,257 115,689Sandy Spring ( Certificate 110,525 110,599

1,837,715 1,843,694 5,979LETTER of CREDIT BANK ACCTS. - OFFSET BY LOANS

* Bank of Amer. - Deposit Acct 2,152,588 2,154,736 0Bank of Amer. - Halpine 101,737 101,812 Total Collateralized Letter of Credit accounts 2,254,325 2,256,548 2,223

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

TEMPORARY RESTRICTED CASHWachovia IDA Checking 41,200 62,292Citibank IDA Master Acct 18,220 14,260 Total Temp. Restricted Cash 59,420 76,552 17,132

8,106,533$ -$ 8,625,567$

Dec. 31, 2011 Total 8,106,533$ Increase (Decrease) in Cash Balances 519,034$ $519,034

NOT * Bank Account to Collateralize the Letter of Credit for Edinburgh, L P 2,154,736* Bank Account to Collateralize the Letter of Credit for Halpine, L P 101,812

Montgomery Housing Partnership, Inc.Summary of Cash Balances and Obligations

06/30/12UNRESTRICTED CASH - Checking, savings 3,907,523UNRESTRICTED CASH INVESTED IN TIME DEPOSITS 1,843,694LETTER of CREDIT BANK ACCTS. - OFFSET BY LOANS 2,256,548RESTRICTED CASH 541,250RESTRICTED CASH (IDA program) 76,552

Total Cash of MHP 8,625,567LESS: Cash with restricted access: Letter of Credit bank acct 2,256,548

Restricted Cash - N W & 617,802 (2,874,350)Unrestricted Cash Balances 5,751,217

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 4,802,835

MHP Notes Payable, Funds Loaned to AffiliatesNote 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 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

Fundraising Goals & Achievements 2011 For month ending June 30, 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 3,000 Individual Gifts (< $1,000) 20,000 13,151 24,500 11,740.00 20,000 2,812 Workplace Giving 7,000 3,551 3,500 3,493.00 3,500 2,053Subtotal $57,000 $52,402 $88,000 $68,860.00 $73,500 $7,865

Corporate Giving Corporate Sponsor 35,000 66,500 20,000.00 50,000 30,000 Corporate gifts – non-sponsor 5,000 26,500 500 62,813.00 10,000 7,501 Corporate gifts – tax credits 11,000 6,000 3,000 6,000.00 13,000 In Kind Gifts 34,262 30,643.00 1,380Subtotal $51,000 $66,762 $70,000 $119,456.00 $73,000 $38,881

Organizations Faith-based Organizations 5,000 5,560 6,500 2,000.00 6,500 2,000 Civic Organizations 500 1,191 1,000 23,447.00 1,000 1,271Subtotal $5,500 $6,751 $7,500 $25,447.00 $7,500 $3,271

Foundations Fannie Mae 35,000 39,431 5,000 33,514.04 34,000 34,205 Foundation grants-programs 250,000 339,600 520,000 337,700.00 325,000 150,906Subtotal $285,000 $379,031 $525,000 $371,214.04 $359,000 $185,111

Government Government contracts 250,000 154,997 220,000 224,779.35 220,000 87,620 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 $90,956

Events Community Life 1,635 2,000 500 2,000 Golf Tournament 15,000 26,720 40,000 43,475 45,000 44,356 Gala 123,175 152,655Subtotal $138,175 $181,010 $42,000 $43,975.00 $47,000 $44,356

TOTAL $966,675 $1,036,538 $1,112,500 $865,533.39 $880,000 $370,440

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

Foundation Proposal Tracking Sheet FY 2012

Foundation Name Ask Submitted Purpose Decision Award Received

ReceivedNeighborworks $300,000 10/21/2011 Org. Underwriting Rec'd $105,750 2/14/2012Neighborworks $1,000 10/21/2011 CB&O Peer Learning Rec'd $1,000 2/14/2012

Fannie Mae Help the Homeless Community Life Rec'd $34,205 3/6/2012

Meltzer Group $3,000 7/15/2011 Rec'd $1,000 3/20/2012Saint Mark Presbyterian $4,000 12/21/2011 CL Rec'd $2,000 4/10/2012CFMC - Sharing $5,000 8/3/2011 CL Rec'd $5,000 4/25/2012CFMC Excel by the Bell $25,000 2/15/2012 CL Teen summer camp Rec'd $25,000 5/11/2012Neighborworks $3,000 Work week Rec'd $3,000 5/31/2012Wells Fargo $15,000 5/10/2012 CL Rec'd $10,000 6/12/2012Enterprise $50,000 9/9/2011 RED Rec'd $32,000 7/10/2012

Approved:Enterprise $15,500 6/8/2012 RED approved $15,500Takoma Park CDBG $25,000 9/6/2011 CL approved $5,520

Fannie May, Help the Homeless 2/28/2012 CL approved

County Council Grant $50,000 1/27/2012 CL approved $25,000

United Way $75,000 5/21/2012 Neighborhoods approved $75,000

Pending:Bank of America Foundation $40,000 7/25/2011 CL pending

Bank of America Foundation $200,000 6/22/2012 Neighborhoods pending

Phillip L. Graham Fund $52,000 5/11/2012 Computer replacement pendingNeighborWorks $10,000 6/4/2012 Neighborhoods pending

Declined:Montgomery County CDBG $45,000 9/23/2011 CL declinedEnterprise $30,000 5/15/2012 Neighborhoods declinedTrawick $145,000 5/17/2012 CL declined

Building Dreams Tours, 2012

Wednesday, July 25 @ 8:30 AM; Pembridge Square, 2315 Blueridge, Wheaton Thursday, August 16 @ 8:30 AM; Pembridge Square, 2315 Blueridge, Wheaton Thursday, September 6 @ 8:30 AM; Pembridge Square, 2315 Blueridge, Wheaton Wednesday, September 19 @ 1 PM; 7610 Maple Avenue, Takoma Park Thursday, October 25 @ 8:30 AM; 7610 Maple Avenue, Takoma Park Thursday, November 8 @ 8:30 AM; 7610 Maple Avenue, Takoma Park Wednesday, November 14 @ 1 PM; Pembridge Square, 2315 Blueridge, Wheaton Wednesday, December 5 @ 1 PM; Pembridge Square, 22315 Blueridge, Wheaton Thursday, December 20 @ 8:30 AM; 7610 Maple Avenue, Takoma Park

MHP Board Members for 2012-2013Title Name Company / Work Address Phone E-mail

CHAIR Vicki Davis Urban Atlantic Work: 301-280-6638 [email protected][7/1/2010-6/30/2013] 7735 Old Georgetown Road, Suite 600 [email protected]

1st Term Bethesda, MD 20814VICE CHAIR Cynthia Bar Lerch, Early & Brewer, Chtd. [email protected]

[7/1/2011-6/30/2014] 3 Bethesda Metro Center, Suite 460 Work: 301-841-38271st Term Bethesda, MD 20814-6301

SECRETARY Vicky Carrasco University of Maryland Work: 301-405-5809 [email protected][9/23/2009-6/30/2015] 2200 Symons Hall

2nd Term College Park, MD 20742TREASURER Gina Williams, CPA Regina Solis Williams CPA, PC Cell: 301-928-5090 [email protected]

[6/26/2007-6/30/2013] 12839 Potomac Overlook Lane2nd Term Leesburg, VA 20176

Faten Alajmi Home: 301-384-2002 [email protected][6/26/2007-6/30/2013] Cell: 703-582-0458

2nd TermTebabu Assefa Cell: 301-802-2812 [email protected]

[7/1/2011-6/30/2014] 1st Term

Deann Michelle Collins Montgomery Knolls ES Home: 301-937-2222[7/1/2012-6/30/2015] Silver Spring, MD Work: 301-431-7667

1st TermStephen Holmquist Reno & Cavanaugh, PLLC Cell: 410-905-9018 [email protected][8/1/2010-6/30/2013] Work: 202-349-2462

1st TermLinda A. Kelly, CPA Home: 301-439-1780 [email protected][7/1/2010-6/30/2013]

1st TermChristopher King Realty Resolution Services Work: 202-709-9325 [email protected]

[7/1/2011-6/30/2014] 6411 Orchard Avenue, Suite 100 Cell: 301-586-27611st Term Takoma Park, MD 20912

Bob Mitchell Mitchell & Best Homebuilders Work: 301-762-9511 x210 [email protected][9/25/2007-6/30/2013] 1686 E. Gude Drive

2nd Term Rockville, MD 20850Jorgen Punda 8280 Greensboro Drive, Suite 605 Work: 703-918-2501 www.gables.com

[7/1/2012-6/30/2015] McLean, VA 221021st Term

Gene S. Sachs CresaPartners Work: 301-951-6500 [email protected][8/2/2011-6/30/2014] 2 Bethesda Metro Center, Suite 900

1st Term Bethesda, MD 20814Alisa Smedley Montgomery Works Home: 202-706-3968 [email protected]

[7/1/2012-6/30/2015] Wheaton, MD 209121st Term

Richard Smith Cell: 202-345-3459 [email protected][7/1/2011-6/30/2014] Home: 301-320-2835

1st Term

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