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Official Board Packet

October Board Meeting To be held at the offices of

Texas State Affordable Housing Corporation 2200 East Martin Luther King Jr. Blvd.

Austin, TX 78702

Thursday, October 21, 2010

10:00 a.m.

BOARD MEETING TEXAS STATE AFFORDABLE HOUSING CORPORATION

To be held at the offices of Texas State Affordable Housing Corporation

2200 East Martin Luther King Jr. Blvd Austin, Texas 78702

October 21, 2010 at 10:00 am CALL TO ORDER, ROLL CALL Bob Jones CERTIFICATION OF QUORUM Chair The Board of Directors of Texas State Affordable Housing Corporation will meet to consider and possibly act on the following: PUBLIC COMMENT AUDIT COMMITTEE REPORT Jo Van Hovel PRESIDENT’S REPORT David Long

Tab A: Single Family Lending Reports Tab B: Development Finance Report Tab C: Quarterly Compliance and Resident Services Reports Tab D: Marketing and Development Report Tab E: Monthly Budget and Investment Reports Tab F: Texas Foreclosure Prevention Task Force Update Tab G: Texas Community Capital Update Tab H: Construction Update

ACTION ITEMS IN OPEN MEETING: Tab 1 Presentation, Discussion and Possible Approval of Minutes of the Board Meeting held on July 8, 2010. Tab 2 Presentation, Discussion and Possible Approval of Minutes of the Board Meeting held on August 12, 2010. Tab 3 Presentation, Discussion and Possible Approval of the Fiscal Year 2011 Operating Budget. Tab 4 Presentation, Discussion, and Possible Approval to Engage Mikeska, Monahan & Peckham, PC for the Fiscal Year

Ending August 31, 2010 Annual Independent Financial Audit. Tab 5 Presentation, Discussion and Possible Approval of Miscellaneous Provisions Relating to the Corporation's New Issue

Bond Program (NIBP) and the related Single Family Mortgage Revenue Bonds, Series 2009. Tab 6 Presentation, Discussion and Possible Approval of a Resolution Regarding the Conversion of Reservation for

Allocation of Private Activity Bonds to Mortgage Credit Certificates and resolving other matters incident and related thereto.

Tab 7 Presentation and Discussion of Housing and Health Services Coordination Council 2010-2011 Biennial Plan. Tab 8 Presentation, Discussion and Possible Approval of the Publication for Public Comment Guidelines, Scoring Criteria

and Targeted Housing Needs for the Allocation of Qualified Residential Rental Project Bond Funds under the Multifamily Housing Private Activity Bond Program Request for Proposals and the 501(c)(3) Bond Program Policies for Calendar Year 2011.

CLOSED MEETING Consultation with legal counsel on legal matters – Texas Government Code § 551.071 Deliberation regarding purchase, exchange, lease, or value of real property – Texas Government Code § 551.072 Deliberation regarding prospective gift or donation to the state or Texas State Affordable Housing Corporation – Texas Government Code § 551.073 Personnel Matters – Texas Government Code § 551.074 Implementation of security personnel or devices – Texas Government Code § 551.076 Other matters authorized under the Texas Government Code OPEN MEETING Action in Open Meeting on Items Discussed in Closed Meeting ADJOURN Individuals who require auxiliary aids or services for this meeting should contact Laura Ross, ADA Responsible Employee, at 512-477-3560 or Relay Texas at 1-800-735-2989 at least two days before the meeting so that the appropriate arrangements can be made.

Texas State Affordable Housing Corporation reserves the right to recess this meeting (without adjourning) and convene at a later stated time, if and to the extent allowed by law. If Texas State Affordable Housing Corporation adjourns this meeting and reconvenes at a later time, the later meeting will be held in the same location as this meeting. Texas State Affordable Housing Corporation also reserves the right to proceed into a closed meeting during the meeting in accordance with the Open Meetings Act, Chapter 551 of the Texas Government Code. If permitted by the Open Meetings Act, Chapter 551 of the Texas Government Code, any item on this Agenda to be discussed in open meeting may also be discussed by the Board (and any other authorized persons) in closed meeting.

PRESIDENT’S REPORT

Home Loan ProgramsAs of March 1, 2007 through October 6, 2010

Month# of

Loans

% ofTotalLoans

TotalOriginated At a Glance

Mar-07 15 1% $1,780,211 Total Amount Originated $218,305,261Apr-07 40 2% $4,645,397 Average Annual Income $48,286May-07 65 3% $7,412,045 Average Purchase Price $119,800Jun-07 82 4% $10,149,303 Average Loan Amount $117,179Jul-07 106 6% $12,339,852 Average Interest Rate 5.89%

Aug-07 177 10% $20,480,280 Average Household Size 2Sep-07 103 6% $12,295,744 New/ExistingOct-07 124 7% $14,518,436 New 37%Nov-07 133 7% $14,881,290 Existing 63%Dec-07 134 7% $14,381,943 Professional BreakdownJan-08 59 3% $5,554,124 Professional Educator 56%Feb-08 67 4% $6,595,288 Texas Hero 15%Mar-08 46 2% $5,022,550 80% AMFI or below 29%Apr-08 42 2% $4,791,598 Type of LoanMay-08 19 1% $2,031,239 Conventional 30%Jun-08 17 1% $1,781,207 FHA 68%Jul-08 7 0% $755,228 VA 2%

Aug-08 3 0% $329,700 USDA-RD 0%Sep-08 7 0% $695,066 EthnicityJan-10 5 0% $717,391 American Indian/Alaskan Native 0.16%Feb-10 27 1% $3,654,483 Asian or Pacific Islander 1.34%Mar-10 107 6% $13,622,184 Black 14.70%Apr-10 114 6% $14,396,703 Hispanic 13.90%May-10 110 6% $13,981,641 White 48.73%Jun-10 83 4% $10,067,168 Other 21.09%Jul-10 62 3% $7,590,442 Not Defined 0.08%

Aug-10 39 2% $4,992,023 Top Originating Counties # of LoansSep-10 53 3% $6,492,501 Harris 420Oct-10 17 1% $2,350,224 El Paso 191

Totals 1863 100% $218,305,261 Bexar 190Dallas 148

Lender Originated # of Loans Total % Tarrant 138Bank of America (Retail) $35,190,539 317 17% Travis 100

Cornerstone Mortgage Company $22,847,805 176 9% Montgomery 62WR Starkey Mortgage $19,745,014 178 10% Fort Bend 55

Rocky Mountain Mortgage Co. $16,750,610 147 8% Hidalgo 47DHI Mortgage Company, Ltd. $12,998,525 99 5% Collin 43

Universal American Mortgage Co $10,645,219 81 4% Brazoria 40Wells Fargo Bank, NA $10,316,389 88 5% Galveston 36

K. Hovnanian American Mtg. LLC $6,777,973 53 3% Williamson 35Service First Mortgage $5,848,514 60 3% Denton 28

CTX Mortgage Company, LLC $5,499,698 43 2% Taylor 21First Continental Mortgage Ltd $5,431,731 42 2% Bell 20Market Street Mortgage Corp. $4,133,445 33 2% Guadalupe 17

Wachovia Mortgage, FSB $3,936,812 35 2% Hays 17Hammersmith Financial, L.P. $3,702,850 28 2% Kaufman 14

Texas State Bank $3,586,463 39 2% Ellis 12Hometrust Mortgage Company $3,484,141 35 2% Jefferson 12

AmericaHomeKey, Inc. $3,413,018 26 1% McLennan 12Affiliated Bank $3,108,354 26 1% Nueces 12

Bank of America (Wholesale) $3,020,960 26 1% Cameron 11Chase Home Finance, LLC $2,814,217 25 1% Potter 11

NTFN, Inc. $2,766,532 22 1% Lubbock 9Ameripro Funding Inc. $2,511,656 20 1% Randall 8

PrimeLending, A PlainsCptl Co. $2,434,652 21 1% Comal 7SWBC Mortgage Corporation $2,034,895 20 1% Hunt 7Primary Residential Mtg, Inc. $2,025,467 17 1% Wichita 7

Imortgage.com $1,997,176 15 1% Chambers 6R. H. Lending, Inc $1,840,704 15 1% Coryell 6

First National Bank Texas $1,734,751 19 1% Hale 6Colonial Savings, FA $1,562,511 14 1% Brazos 5

Houstonian Mortgage Group Inc. $1,454,928 14 1% San Patricio 5Home Loan Corporation $1,393,056 12 1% Bastrop 4

GMAC Mortgage, LLC $1,176,737 10 1% Medina 4Castle & Cooke Mortgage, LLC $1,130,226 8 0% Parker 4Maverick Residential Mortgage $795,557 12 1% Polk 4

Willow Bend Mortgage $776,551 6 0% Wise 4American Bank, N.A $761,041 8 0% Grayson 3

Ryland Mortgage Company $757,094 4 0% Johnson 3Prado Mortgage $707,800 6 0% Lamar 3

National City Mortgage $627,456 6 0% Moore 3Standard Pacific Mortgage, Inc $598,691 4 0% Orange 3

Home Loan ProgramsAs of March 1, 2007 through October 6, 2010

City Bank $556,303 4 0% Rockwall 3Coastal Bend Mortgage, Inc. $515,198 5 0% Tom Green 3Prime West Mortgage Corp. $486,650 5 0% Waller 3

Community Financial Services $472,218 4 0% Caldwell 2Capstar Lending, LLC $412,621 3 0% Callahan 2

Weststar Mortgage Corp. Inc. $387,556 3 0% Carson 2Happy State Bank $359,193 4 0% Gregg 2

New South Federal Savings Bank $359,016 3 0% Hardin 2First United Bank & Trust Co. $356,200 3 0% Harrison 2

First Tennessee Bank, N.A $314,785 3 0% Hood 2Bankers Financial Group - TX $242,297 2 0% Jasper 2

Draper and Kramer $240,528 2 0% Kendall 2American State Bank - Lubbock $222,419 3 0% Midland 2Republic Mortgage Home Loans $215,245 2 0% San Jacinto 2

Security National Mortgage $142,086 1 0% Smith 2Iberiabank Mortgage Company $136,422 1 0% Walker 2

Everett Financial, Inc $135,672 1 0% Webb 2BSM Financial, LP $131,249 1 0% Willacy 2

NFM, Inc. $127,645 1 0% Anderson 1Capital One, NA $89,000 1 0% Angelina 1

Patriot Bank Mortgage, Inc. $63,200 1 0% Atascosa 1Total Committed $218,305,261 1863 100% Bee 1

Bowie 1Total Allocation $263,140,501 Burnet 1

Remaining to Commit $44,835,240 Cherokee 1Collingsworth 1

Ector 1Erath 1

Haskell 1Henderson 1

Hopkins 1Hutchinson 1

Jackson 1Jim Wells 1

Lee 1Liberty 1

Live Oak 1Madison 1Maverick 1Mitchell 1Navarro 1Runnels 1

Somervell 1Starr 1

Stephens 1Titus 1

Trinity 1Van Zandt 1Wharton 1

Mortgage Credit Certificate ProgramAs of November 28, 2008 through October 6, 2010

Month# of

Loans

% ofTotalLoans

TotalOriginated At a Glance

Dec-08 5 1% $586,153 Total Amount Originated $118,620,978Jan-09 6 1% $610,912 Average Annual Income $37,268Feb-09 6 1% $577,822 Average Purchase Price $126,339Mar-09 5 1% $599,525 Average Loan Amount $120,960Apr-09 13 1% $1,404,371 Average Interest Rate 5.14%May-09 23 2% $2,868,026 Average Household Size 2Jun-09 31 3% $3,696,377 New/ExistingJul-09 22 2% $2,401,327 New 55%

Aug-09 26 3% $2,900,848 Existing 45%Sep-09 58 6% $7,162,433 Professional BreakdownOct-09 66 7% $8,140,580 Professional Educator 13%Nov-09 84 9% $9,610,247 Texas Hero 4%Dec-09 60 6% $7,258,517 80% AMFI or below 83%Jan-10 43 4% $5,420,381 Type of LoanFeb-10 43 4% $5,257,366 Conventional 3%Mar-10 93 9% $12,213,989 FHA 79%Apr-10 96 10% $11,677,540 VA 3%May-10 69 7% $7,985,029 USDA-RD 15%Jun-10 71 7% $8,747,746 EthnicityJul-10 45 5% $5,213,457 American Indian/Alaskan Native 0%

Aug-10 49 5% $6,311,917 Asian or Pacific Islander 2%Sep-10 54 6% $6,460,456 Black 11%Oct-10 13 1% $1,515,959 Hispanic 22%

Totals 981 100% $118,620,978 White 17%Other 0%

Lender Originated # of Loans Total % Not Defined 48%Cornerstone Mortgage $17,016,748 148 15% Top Originating Counties # of Loans

TXL Mortgage Corporation $15,047,695 117 12% Harris 458PrimeLending $14,140,729 118 12% Travis 161

NTFN, Inc dba Premier Nationwide Lending $8,230,634 70 7% Dallas 90DHI Mortgage $8,081,091 57 6% Bexar 55

Universal American Mortgage Corporation $5,876,803 43 4% Williamson 41America Home Key, Inc. $5,530,726 45 5% Brazoria 24

Bank of America $4,567,592 38 4% Collin 22MSH Mort., sub. of Imortgage.com $3,110,154 23 2% Hays 20

Network Funding $2,936,748 25 3% Galveston 16KB Home Mortgage $2,198,998 18 2% Guadalupe 9

Service First Mortgage $2,105,145 20 2% Tarrant 9Ameripro Funding $1,921,758 17 2% Austin 6

Patriot Bank Mortgage $1,891,468 18 2% Caldwell 5Imortgage.com $1,848,699 15 2% Hill 5

WR Starkey Mortgage $1,695,586 15 2% El Paso 4First Continental Mortgage $1,680,101 11 1% Mclennan 4

KBA Mortgage $1,397,004 12 1% Bastrop 3Interlinc Mortgage $1,353,154 12 1% Bell 3

NCMC $1,344,996 13 1% Denton 3IHS Mortgage $1,326,304 12 1% Fort Bend 3

Shelter Mortgage Company $1,218,809 12 1% Hockley 3Allied Home Mortgage $1,083,777 11 1% Comal 2

I H S Mortgage $927,020 8 1% Grayson 2National City Mortgage $881,682 8 1% Johnson 2

Primary Residential Mortgage $858,016 7 1% Liberty 2I Mortgage $806,464 6 1% Montgomery 2

Town Square Financial $679,286 6 1% Bee 1Fairway Independent Mortgage $576,439 6 1% Bosque 1

Wells Fargo $557,166 6 1% Brazos 1Colonial Savings $521,214 5 1% Brown 1

CMC Home Lending $496,902 3 0% Cameron 1SWBC $489,198 4 0% Ellis 1

PNC Mortgage $477,928 4 0% Fannin 1Liberty Residential Mortgage $437,003 4 0% Fayette 1

Taylor Morrison Home Funding $430,741 3 0% Gillespie 1Brazos National Bank $387,170 4 0% Hidalgo 1

Advisa Mortgage Service / FCMC $373,279 2 0% Hood 1Colonial National Mortgage $357,669 2 0% Houston 1

Envoy Mortgage $353,022 3 0% Kendall 1First Choice Lending $352,358 3 0% Kingwood 1

MS Mortgage $272,378 2 0% Kleberg 1MetLife $230,737 2 0% Lampasas 1

HomeTrust Mortgage Company $230,631 2 0% Lavaca 1Ryland Mortgage $211,749 1 0% Lubbock 1FC Lending LTD $190,492 1 0% Nueces 1

K. Hovnanian American Mortgage $190,068 2 0% Parker 1Stanford Lending $158,564 1 0% Potter 1

Palm Lending, LLC $155,677 1 0% Rockwall 1Mission Mortgage of TX. $152,193 1 0% Smith 1

CTX Mortgage $142,760 1 0% Titus 1Amarillo National Bank $127,644 2 0% Webb 1

RPM Mortgage $127,500 1 0% Wood 1Global Mortgage $125,643 2 0%

Directors Mortgage 115862 1 0%Moncor, Inc. $108,538 1 0%

Texas Mortgage Professionals $108,436 1 0%1st Advantage Mortgage $103,632 1 0%

Silver Oak Mortgage $91,836 1 0%Houstonian Mortgage $77,077 1 0%

Texas Choice Finance $75,864 1 0%Affiliated Bank $56,421 1 0%

Total Committed $118,620,978 981 100%

Total Allocation $152,142,856Remaining to Commit $33,521,878

Development Finance Programs Report October 21, 2010

Summary of Activities

Affordable Communities of Texas Program The Affordable Communities of Texas (“ACT”) program continues to be the primary focus for the development finance program staff. As of September 1, 2010 the Corporation has fully committed its $6.2 million in Neighborhood Stabilization Program funds from the State. Despite having executed on our commitment to find properties for the NSP Land Bank, we continue to face persistent delays getting environmental reviews and funds for acquisitions from the State. Despite these delays our local partners and sellers have been very accommodating. The Corporation has completed acquisitions on 68 properties out of 329 under contract. We are hopeful that all 329 properties will be purchased before the end of the year.

Lending Programs The Corporation’s loan programs continue to be active with preparation for the closing of the Rita Blanca Apartments, and two additional projects through the Interim Construction and Land Acquisition Loan program. Our loan committee approved a $250,000 loan to Frameworks CDC to finance the rehabilitation of homes purchased through our NSP Land Bank in Del Valle, Texas and another $450,000 application is pending loan committee review.

Bond Programs Staff has also been working with the American Opportunity Foundation’s portfolio bond transaction. We have been working with bond counsel and developer to finalize our reservation submission package. The developer has also updated us on a regular basis on their progress towards putting new property tax PILOT agreements in place. Staff anticipates that public hearings for the transaction will occur in mid-November and the final bond documents will be ready for the Boards December meeting.

Attachments o Update to NSP Land Bank Map

Local Partner Counties and Properties Under Contract

Total = 329 as of Sept 1, 2010

Affordable Communities of TexasNSP Local Partner Communities and Production

35

2

78

9

28

119

5

6

9

3

35

Local Partner Counties ACT Program Units FundingAccessible Housing Austin Travis Texas NSP 3 $ 506,581Affordable Homes of South Texas Hidalgo Texas NSP 119 $ 1,489,914Brazos Valley Affordable Housing Brazos Texas NSP 35 $ 491,277Builders of Hope CDC Dallas Texas NSP 35 $ 630,000

CDC of Brownsville Cameron Texas NSP 78 $ 1,159,200DM Ministries Angelina, Nacogdoches Texas NSP 11 $ 65,412Frameworks DC Travis Texas NSP 6 $ 573,350Hestia Affordable Housing Bastrop Texas NSP 28 $ 223,950

METHidalgo, Cameron, Maver

ick Texas NSP 3 $ 142,080NHS of Waco McLennan Texas NSP 2 $ 173,192United Riverside Rebuilding Corp. Tarrant Texas NSP 9 $ 112,304

Totals 329 $ 5,567,261.22

American Housing FoundationAston Brook (Houston) Cimarron Park (Conroe) Fountaingate (Wichita Falls) Northwoods (Houston)

LI Occupancy 28% 46% 57% 24%VLI Occupancy 56% 30% 24% 56%Total(75% Required) 85% 76% 81% 80%

One Willow Chase (Houston) One Willow Park (Houston) Pine Creek (Conroe) Settler's Cove (Beaumont)LI Occupancy 36% 37% 44% 46%VLI Occupancy 47% 42% 38% 30%Total(75% Required) 83% 78% 82% 76%

Shadoridge Village (Dallas) Stone Creek (Conroe) Woodedge (Houston)LI Occupancy 35% 46% 33%VLI Occupancy 52% 32% 46%Total(75% Required) 35% 46% 33%

American Opportunity for HousingLI Occupancy Briarcrest (Spring) Clover Hill (Arlington) Hillcrest (Grand Prarie)VLI Occupancy 38% 27% 40%Total(75% Required) 51% 54% 46%

89% 81% 86%

LI Occupancy Mill Creek (Spring) One Westfield Lake (Spring)VLI Occupancy 32% 33%Total(75% Required) 52% 51%

83% 84%

South Texas Affordable Properties CorporationRemington (San Antonio) Summer Oaks (San Antonio)* The Charleston (Houston)

LI Occupancy 41% 50% 36%VLI Occupancy 36% 24% 42%Total(75% Required) 77% 74% 78%

Quarterly Compliance Status for TSAHCAs of the Third Quarter Ending September 31, 2010.

The Rafters (Corpus Christi) The Wharf (Corpus Christi)* Willowick (Corpus Christi)LI Occupancy 44% 42% 35%VLI Occupancy 31% 28% 43%Total(75% Required) 75% 70% 78%

Commonwealth San Antonio Low Income Housing, LLCWhite Rock (San Antonio)* Aguila Oaks (San Antonio)

LI Occupancy 50% 57%VLI Occupancy 21% 21%Total(75% Required) 71% 78%

Odyssey PropertiesMarshall Meadows (San Antonio)

LI Occupancy 53%Total (40% Required) 53%

RainbowChaparral Village (Odessa) Cove Village (Copperas Cove) El Nido (El Paso) Garden Apartments (Lubbock)

LI Occupancy 100% 100% 99% 100%Total (60% Required) 100% 100% 99% 100%

High Plains (Lubbock) Jose Antonio Escajeda (El Paso) Los Ebanos (Brownsville) Peppertree (Fort Worth)LI Occupancy 100% 100% 100% 100%Total (60% Required) 100% 100% 100% 100%

River Park (Lampasas Salem Village (Victoria) Sierra Vista (El Paso) Spring Terrace (Amarillo)LI Occupancy 100% 100% 100% 100%Total (60% Required) 100% 100% 100% 100%

Win-Lin Village (Amarillo)LI Occupancy 100%Total (60% Required) 100%

*South Texas and Commonwealth reflect the above percentages for the September Monthly Reporting. Appropriate action has been taken.

Activity Sponsor AttendanceAmerican Housing FoundationAston Brook (Houston) Water Conservation Reports City of Houston/Aston Brook 129

Crime Watch Harris County/Aston Brook 9Hurricane Preparedness Information Aston Brook 129Cancer Awareness Booklets M.D. Anderson/Aston Brook 129Computer Facilities Aston Brook 2Fax Usage Aston Brook 23Phone Usage Aston Brook 15Copier Usage Aston Brook 25Educational Resources Metro Ride Information for Citizens 42

Cimarron Park (Conroe) Vitamin Program Cimarron Park 4Reading Program Cimarron Park 5Bible Study Kristopher Ramsey #501 3Senior Meals Cimarron Park 3Computer Facilities Cimarron Park 2Business Center, Fax, and Phone Cimarron Park 7Emergency Services Cimarron Park 1

Fountaingate (Wichita Falls) Kids Club Dottie&Keith Yarbrough 11Teen Time Dottie&Keith Yarbrough 5Basketball Practice Dottie&Keith Yarbrough 10Fax Machine Fountaingate 10Computer Fountaingate 2Phone Fountaingate 12Vitamins American Housing Foundation 10Community Gardens Dottie&Keith Yarbrough 2Bus Passes American Housing Foundation 2

Northwoods (Houston) Crime Watch Walden Affordable Group/Houston Sheriff Dept. 11Fire & Life Safety Walden Affordable Group/American Housing Foundation 7Computer Facilities Walden Affordable Group/American Housing Foundation 30Fax and Phone Walden Affordable Group/American Housing Foundation 30

One Willow Chase (Houston) Color Contest One Willow Chase 6Crime Watch One Willow Chase/HPD 5Rent Assistance One Willow Chase/Gulf Coast 2

July Resident Services

Page 1 of 8

CHIP Applications One Willow Chase/TDHHS 1

One Willow Park (Houston) Color Contest One Willow Park 10Crime Watch One Willow Park/HPD 7Rent Assistance One Willow Park/Gulf Coast 3Notary Service One Willow Park 1Phone, Fax, and Copier One Willow Park 4CHIP Applications One Willow Park/TDHHS 1

Pine Creek (Conroe) Children's Library Pine Creek 3Crime Watch Pine Creek and Officer 3Fire Safety Magnets Pine Creek 4Notary Services Pine Creek 4Rental Assistance-List of Agencies Pine Creek 3Phone, Fax, Copier Pine Creek 4Ice Cream Day Pine Creek 12

Settler's Cove (Beaumont) Crime Watch Sheriff Blankenship 0Fitness Center Settler's Cove 9Children's Multi Vitamins Vitamin Relief 1Fax and Copier Settler's Cove 2Bus Tickets American Housing Foundation 1

Shadowridge (Dallas) Computer Facilities Walden Affordable Group/American Housing Foundation 10

Stony Creek (Conroe) Children's Library Stone Creek 7Crime Watch Stone Creek and Officer 4Fire Safety Magnets Stone Creek 6Notary Services Stone Creek 2Rental Assistance-List of Agencies Stone Creek 5Phone, Fax, Copier Stone Creek 10Ice Cream Day Stone Creek 10

Woodedge (Houston) After School Walden Affordable Group 15Fax, Copier, and Internet Walden Affordable Group 7Breast Cancer Presentation Walden Affordable Group 10

American Opportunity for HousingBriarcrest (Spring) Summer Fun Program American Opportunity for Housing 13

Free Summer Lunch Houston Food Bank 13Crime Watch-No Residents Attended Briarcrest 1

Page 2 of 8

Community Gardens American Opportunity for Housing 13Walking Dogs, Assisting with Trash American Opportunity for Housing 2Visiting Sick in Hospital American Opportunity for Housing 1

Clover Hill (Arlington) Summer Fun Program American Opportunity for Housing 8Free Summer Lunch Central Dallas Ministries 8Teen Night American Opportunity for Housing 4Crime Watch Police Officer 4Personal Protection State Farm Representative 4Bible Study and Snacks Mission Arlington 12Community Breakfast American Opportunity for Housing 10High Point Outreach Carnival Event High Point Outreach Group 53

Hillcrest (Grand Prairie) Rainbow Express Mission Arlington 8Swim Time American Opportunity for Housing 2Crime Watch American Opportunity for Housing 4Ice Cream Social (2 Events) American Opportunity for Housing 9

Mill Creek (Spring) Summer Fun Program American Opportunity for Housing 16Free Summer Lunch Houston Food Bank 165 Day Club Northwest Bible Church 8Crime Watch American Opportunity for Housing 2

One Westfield Lake (Spring) Job Search American Opportunity for Housing 0Summer Fun Program American Opportunity for Housing 11Free Summer Lunch Houston Food Bank 18Library Trip American Opportunity for Housing 2Weight Reduction Club American Opportunity for Housing 2Senior Social American Opportunity for Housing 0

South Texas Affordable PropertiesRemington (San Antonio) Money Matters 365 Learn TV 70

Green Living 365 Learn TV 73Educational Programs 365 Learn TV 78Kids Zone 365 Learn TV 74Water Safety Awareness Remington Management 158Health & Nutritional Courses 365 Learn TV 78Health & Fitness 365 Learn TV 75Travel & Events 365 Learn TV 74Technology 365 Learn TV 77General How To Tips 365 Learn TV 86

Page 3 of 8

Community Newsletter 365 Learn TV 25Family & Parenting Services 365 Learn TV 77Resident BC Internet 365 Learn TV 17Resident Portal Education 365 Learn TV 42

Summer Oaks (San Antonio) Budgeting 365 Learn TV 44Parenting 365 Learn TV 59How To 365 Learn TV 52Technology 365 Learn TV 49Educational/Scholastic Tutoring 365 Learn TV 48Kid Zone 365 Learn TV 46Meet Your Neighbor-Outdoor Grilling Summer Oaks 8Home Delivery Summer Oaks 5Copy, Fax Summer Oaks 7Cooking, Food 365 Learn TV 49Health/ Fitness 365 Learn TV 55Green Living 365 Learn TV 47Business Center Summer Oaks 41

The Charleston (Houston) Budgeting-Money Matters 365 Learn TV 31Parenting 365 Learn TV 31Voters Registration 365 Learn TV 31Summer Camp Texas Counsel of Alcohol and Drugs 14Kids Zone 365 Learn TV 25Crime Watch The Charleston 1Renters Insurance 365 Learn TV 32Alarm Activation The Charleston 3Home Delivery The Charleston 9Rent Concession for Pool Monitor The Charleston 1Rent Concession for Book/Video Library Monitor The Charleston 1Health & Fitness 365 Learn TV 24Educational Development 365 Learn TV 29Houston Chronicle Newspaper The Charleston 0Rent Paid for Senior Citizen Neighborhood Development Collaborative 1Transport Resident to Doctor The Charleston 1Business Center for Residents The Charleston 72

The Rafters (Corpus Christi) Budgeting 365 Learn TV 83Green Living 365 Learn TV 74Continuing Education 365 Learn TV 69Technology 365 Learn TV 81

Page 4 of 8

Kids Club ABC Resource Center 25Kids Zone 365 Learn TV 76Local Awareness 365 Learn TV 44Home Delivery The Rafters 2Utilities Assistance Rafters Staff Assisted Residents with Utilities 4Landscape & Facility Monitor's Rent Discount The Rafters 4Food Pantry ABC Resource Center 8Clothes Closet ABC Resource Center 2Health & Nutritional Courses 365 Learn TV 74Healthy Cooking 365 Learn TV 72Weight Management Club ABC Resource Center 8How To Videos 365 Learn TV 102Travel Videos 365 Learn TV 83Medical Services 365 Learn TV 8Be Social 365 Learn TV 4Errands for Residents The Rafters 1Family and Parenting Services 365 Learn TV 77Business Center The Rafters 20

The Wharf (Corpus Christi) Finances/Budget 365 Learn TV 70Kids Club Baptist Church Kids Club 29Kids Zone 365 Learn TV 78Rent Concession for Porter The Wharf 1Rent Concession for Pool Monitor The Wharf 1Health & Fitness 365 Learn TV 64Parenting Basics 365 Learn TV 76Living Green 365 Learn TV 69Annual Pool Party The Wharf 38Business Center The Wharf 11

Willowick (Corpus Christi) Save or Spend? 365 Learn TV 69Who Needs Good Manners 365 Learn TV 80Rent Concession for Porter Willowick 1Rent Concession for Pool Monitor Willowick 1Burst Training 365 Learn TV 74How To Have A Fun Summer 365 Learn TV 774-Green Beauty Tips 365 Learn TV 67Autism 365 Learn TV 66Donuts at the Gate Willowick 72Business Center Willowick 45

Page 5 of 8

Common WealthWhite Rock (San Antonio) Budgeting 365 Learn TV 56

Public Service 365 Learn TV 2Environmental Education 365 Learn TV 48Educational/Scholastic Tutoring 365 Learn TV 50Kids Zone 365 Learn TV 63Health & Nutritional Courses 365 Learn TV 6024 Hour Fitness White Rock 92Technology 365 Learn TV 56Travel Video 365 Learn TV 47DVD Library White Rock 19Coffee Club White Rock 4Resident in #313-transporation to store White Rock 1Family & Parenting Services 365 Learn TV 51Business Center White Rock 26

Marshall MeadowsMarshall Meadows (San Antonio) Summer Fun Program American Opportunity for Housing 8

Free Summer Lunch SA Food Bank 17Toddler Time American Opportunity for Housing 1Crime Watch American Opportunity for Housing 13Fitness Center American Opportunity for Housing 9Computer Facilities American Opportunity for Housing 0Adult Crafts American Opportunity for Housing 10Adult Bingo American Opportunity for Housing 7Community Rummage Sale American Opportunity for Housing 26

SOAAguila Oaks (San Antonio) Computer Literacy Classes Americorps 18

Youth Programs Americorps 26Summer Enrichment Americorps 35Resident Police Meetings Aguila Oaks 9Summer Lunch Program Americorps 38Community Gardens Americorps 10Computer Facilities Americorps 18Summer Family Events Americorps 35

RainbowChaparral Village (Odessa) Backpack Collection Rainbow Housing 0

Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0

Page 6 of 8

Case Management Rainbow Housing 0

Cove Village (Copperas Cove) Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Food Pantry Holy Family Catholic Church 1Care & Training of Disabled Texas Home Health 2

El Nido (El Paso) Child Care Corner Daycare 1Backpack Collection Rainbow Housing 0Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Health & Nutritional Courses SNAP Program 10Home Care In Home Healthcare 2Adult Daycare Services La Victoria Adult Daycare Center 1

Garden Apartments (Lubbock) Fireworks Safety TNT Fireworks 0Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

High Plains (Lubbock) Fireworks Safety TNT Fireworks 0Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

Jose Antonio Escajeda (El Paso) Backpack Collection Rainbow Housing 0Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Health & Nutritional Courses SNAP Program 12Home Care In Home Healthcare 2

Los Ebanos (Brownsville) Crime Watch Los Ebanos Resident Volunteers 65Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Health &Nutritional Courses WIC Program 50Home Care Carino/Sunset/Happy Faces 7Medical Services Texas Visiting Nurses/Ideal Care/Sun Glo Care 6

Page 7 of 8

Peppertree Acres (Fort Worth) Child Care Headstart 5Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Tarrant Co. Visiting Nurses 2Senior Meals Tarrant Co. Meals on Wheels 2Special Transit Services Tarrant Co. Wheels Program 2

River Park Village (Lampasas) Utilities Assistance United Way/Rainbow Housing 1Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Care & Training of Disabled Texas Home Health 2Medical Delivery Sergeant & Hodges 2Counseling Services Lampasas MHMR Services 1

Salem Village (Victoria) GED Classes Victoria College 1Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Crossroads, Texas Home Healthcare, Girling Health 10Senior Meals Meals on Wheels, Community Agency for Aging/Disabled 4Adult Daycare Amour Day Care, Affectionate Arms 5Special Transit Victoria Transit 0Adult Daycare Transport Amour Day Care, Affectionate Arms 0

Sierra Vista (El Paso) Backpack Collection Rainbow Housing 0Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

Spring Terrace (Amarillo) School Supplies Outreach Multi Housing Outreach/Rainbow Housing 15Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management United Way/Rainbow Housing 0

Win Lin Village (Amarillo) School Supplies Outreach Multi Housing Outreach/Rainbow Housing 15Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Senior Meals Meals on Wheels 1

Page 8 of 8

Activity Sponsor AttendanceAmerican Housing FoundationAston Brook (Houston) School Supplies Aston Brook 15

Utilities Assistance (Information and Sources) Aston Brook 4Health & Nutritional Courses MD Anderson/Aston Brook 32Computer Facilities Aston Brook 3Fax Usage Aston Brook 27Copier Services Aston Brook 35Phone Usage Aston Brook 21

Cimarron Park (Conroe) Vitamin Program Cimarron Park 4Reading Program Cimarron Park 6Play Books YMCA 162Bible Study Kristopher Ramsey #501 4Senior Meals Cimarron Park 3Computer Facilities Cimarron Park 2Business Center, Fax, & Phone Cimarron Park 8

Fountaingate (Wichita Falls) Kids Club Dottie & Keith Yarbrough 10Teen Time Dottie & Keith Yarbrough 6Home Delivery Darlene McCullough 2Fax Machine Fountaingate 5Phone Fountaingate 10Computer Fountaingate 2Transportation to Dr. Appointment Deneice Keck 1

Northwoods (Houston) Educational/Scholastic Tutoring (Back to School Party) Northwoods 110Crime Watch Walden Affordable Group/Houston Sheriff Department 24Lifting Safety: Tips to Help Prevent Back Injury Walden Affordable Group/American Housing Foundation 8School Supplies (Back Backs with Supplies Give Away) Northwoods 50Computer Facilities Walden Affordable Group/American Housing Foundation 30Fax, Phone Walden Affordable Group/American Housing Foundation 30

One Willow Chase (Houston) Crime Watch One Willow Chase/HPD 3Rent Assistance One Willow Chase/Prince of Peace 3Clothing Drive One Willow Chase 6CHIP Application One Willow Chase/TDHHS 1

August Resident Services

Page 1 of 9

One Willow Park (Houston) Crime Watch One Willow Park/HPD 3Rent Assistance One Willow Park/Prince of Peace 2Clothing Drive One Willow Park 3CHIP Application One Willow Park/TDHHS 2

Pine Creek (Conroe) Children's Library Pine Creek 6Crime Watch Pine Creek 0Fire Safety Magnets HAA and Pine Creek 7Rental Assistance (List of Agencies) Pine Creek 6Phone, Fax, Copier Pine Creek 7Notary Service Pine Creek 2Ice Cream Day Pine Creek 15

Settler's Cove (Beaumont) Crime Watch Sherriff Blankenship 0Fitness Center Settler's Cove 5Children's Multi-Vitamins Vitamin Relief 2Fax and Copier Settler's Cove 0Bus Tickets American Housing Foundation 2

Shadowridge (Dallas) Computer Facilities Walden Affordable Group/American Housing Foundation 8

Stony Creek (Conroe) Children's Library Stone Creek 4Crime Watch Stone Creek 2Fire Safety Magnets HAA/Stone Creek 6Rental Assistance (List of Agencies) Stone Creek 4Phone, Fax, Copier Stone Creek 5Notary Service Stone Creek 2Ice Cream Day 9

Woodedge (Houston) Back To School Party Walden Affordable Group 40Phone, Fax, Internet Walden Affordable Group 5Food Drive Walden Affordable Group 3

American Opportunity for HousingBriarcrest (Spring) After School American Opportunity for Housing 12

Educational/Scholastic Tutoring American Opportunity for Housing 12Summer Lunch Houston Food Bank 12Crime Watch American Opportunity for Housing 3

Clover Hill (Arlington) After School American Opportunity for Housing 6

Page 2 of 9

Educational/Scholastic Tutoring American Opportunity for Housing 0Youth Group High Pointe 10Crime Watch American Opportunity for Housing 18Resident Meeting with Pizza American Opportunity for Housing 12School Supplies American Opportunity for Housing 17Food Delivery Mission Arlington 13Spiritual Enrichment Mission Arlington 7

Hillcrest (Grand Prairie) After School American Opportunity for Housing 2Crime Watch American Opportunity for Housing 2School Supplies American Opportunity for Housing 13Ice Cream Social American Opportunity for Housing 4

Mill Creek (Spring) After School American Opportunity for Housing 8Educational/Scholastic Tutoring American Opportunity for Housing 8Summer Lunch Houston Food Bank 12Back to School Party American Opportunity for Housing 18Crime Watch American Opportunity for Housing 12

One Westfield Lake (Spring) After School American Opportunity for Housing 14Educational/Scholastic Tutoring American Opportunity for Housing 14Summer Lunch Houston Food Bank 16Summer Program American Opportunity for Housing 15Teen Troopers American Opportunity for Housing 0Crime Watch American Opportunity for Housing 1Weight Reduction Club American Opportunity for Housing 0Senior Social American Opportunity for Housing 0Pancake Breakfast American Opportunity for Housing 10


Green Living 365 Learn TV 57Educational Programs 365 Learn TV 62Kids Zone 365 Learn TV 71Safety at Home Flyer Remington Management 158Health & Nutritional Courses 365 Learn TV 73Health & Fitness 365 Learn TV 57Travel & Events 365 Learn TV 52Technology 365 Learn TV 45General How To Tips 365 Learn TV 64Community Newsletter 365 Learn TV 31

Page 3 of 9

Labor Day Muffins and Juice Remington Management 6Family & Parenting Services 365 Learn TV 63Resident BC Internet Remington Management 18Resident Portal Education 365 Learn TV 64

Summer Oaks (San Antonio) Budgeting 365 Learn TV 23Money Matters 365 Learn TV 20Living Green 365 Learn TV 39Educational/Scholastic Tutoring 365 Learn TV 24Kid Zone 365 Learn TV 25Home Depot Summer Oaks 3Fax, Copies Summer Oaks 6Newsletters Summer Oaks 256Breakfast at the Gate Summer Oaks 100Health & Nutritional Courses 365 Learn TV 26Health & Fitness 365 Learn TV 25How To Tips 365 Learn TV 42Cooking & Food 365 Learn TV 59Family & Parenting 365 Learn TV 41Educational Resources 365 Learn TV 8Business Center Summer Oaks 26

The Charleston (Houston) Budgeting-Money Matters 365 Learn TV 35Parenting 365 Learn TV 35Voters Registration 365 Learn TV 37Tips for Living on a Fixed Income 365 Learn TV 24School Supplies Giveaway The Charleston Staff 24Kids Zone 365 Learn TV 31Crime Watch The Charleston Staff 2Renters Insurance 365 Learn TV 41Alarm Activation The Charleston Staff 6Back To School Safety Flyer/Houston Police Department The Charleston Staff 197Home Delivery The Charleston Staff 14Rent Concession for Pool Monitor The Charleston 1Rent Concession for Book/Video Library Monitor The Charleston 1Health & Fitness 365 Learn TV 32Educational Development 365 Learn TV 30Houston Chronicle Newspaper The Charleston 31Transport Resident to Doctor The Charleston 1Charleston Resident Portal, Health, Education, Etc. 365 Learn TV 1165Business Center for Residents The Charleston 64

Page 4 of 9

The Rafters (Corpus Christi) Budgeting 365 Learn TV 57Green Living 365 Learn TV 79Continuing Education 365 Learn TV 70Technology 365 Learn TV 64Kids Zone 365 Learn TV 58Local Awareness 365 Learn TV 59Home Delivery Rafter's Staff 1School Supplies Rafters 37Clothes Closet ABC Resource 0Landscape & Facility Monitor's Rent Discount Rafters 3Food Pantry ABC Resource 10Health & Nutritional Courses 365 Learn TV 73Healthy Cooking 365 Learn TV 80Weight Management Club ABC Resource 8How To Videos 365 Learn TV 72Travel Videos 365 Learn TV 93Medical Services 365 Learn TV 1Be Social 365 Learn TV 1Errands for Residents Rafters Staff 1Family and Parenting Services 365 Learn TV 62Business Center Rafters 10

The Wharf (Corpus Christi) Money Matters 365 Learn TV 53After School-Fruity Friday 365 Learn TV 73Kids Club Baptist Church 14Kids Zone 365 Learn TV 52Rent Concession for Porter The Wharf 1Rent Concession for Pool Monitor The Wharf 1Health & Fitness 365 Learn TV 59Parenting Basics 365 Learn TV 67Technology 365 Learn TV 69Be Social 365 Learn TV 1Business Center The Wharf 9

Willowick (Corpus Christi) How To Memorize Facts and Figures 365 Learn TV 57Kids Zone 365 Learn TV 68Rent Concession for Courtesy Officer Willowick 1Rent Concession for Porter Willowick 1Rent Concession for Pool Monitor Willowick 1How To Curb Your Appetite Naturally 365 Learn TV 56

Page 5 of 9

Meet & Greet- Handed Out Bottled-How To Stay Hydrated Willowick Staff 23Protect Your Savings From Inflation 365 Learn TV 51Fight Heart Disease With Chocolate and Wine 365 Learn TV 43Business Center Willowick 34


Public Service 365 Learn TV 3Environmental Education 365 Learn TV 48Educational/Scholastic Tutoring 365 Learn TV 70Kid's Zone 365 Learn TV 70Kid's Crafts White Rock Staff 9Personal Protection (Seatbelt Safety) White Rock Staff 38Kid's Safety Online Handout/Back to School Pizza White Rock Staff 72Health & Nutritional Courses 365 Learn TV 10524 Hour Fitness White Rock 87Technology 365 Learn TV 74Travel Video 365 Learn TV 54DVD Library White Rock DVD Library 14Coffee Club White Rock Staff 7Resident in #313-transporation to store White Rock 3Family and Parenting 365 Learn TV 74Business Center White Rock Business Center 28

Marshall MeadowsMarshall Meadows (San Antonio) After School American Opportunity for Housing 11

Educational/Scholastic Tutoring American Opportunity for Housing 11Toddler Time American Opportunity for Housing 2Back to School Bash Local Merchants/AOH 90Summer Lunch and Snack San Antonio Food Bank 13Crime Watch American Opportunity for Housing 6Spiritual Enrichment Local Church 6Computer Facilities American Opportunity for Housing 3Adult Bingo American Opportunity for Housing 6


Youth Programs Americorps/VISTA 30Summer Program Americorps/VISTA 24Family Fun Event Americorps/VISTA 22Crime Watch NFWSC 18

Page 6 of 9

Summer Lunch Program Americorps/VISTA 50Community Gardens Americorps 5Computer Facilities Americorps 10

RainbowChaparral Village (Odessa) School Supplies Rainbow Housing 84

Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Senior Meals Meals On Wheels 2

Cove Village (Copperas Cove) School Supplies Rainbow Housing 63Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Care & Training of Disabled Texas Home Health 1Family Craft Night Cove Village 19

El Nido (El Paso) GED Classes Texas Workforce 3Child Care Corner Daycare 1School Supplies Rainbow Housing 67Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Health & Nutritional Courses SNAP Program 10Home Care In Home Healthcare 2Adult Daycare La Victoria Adult Services 1

Garden Apartments (Lubbock) School Supplies Rainbow Housing 46Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

High Plains (Lubbock) School Supplies Rainbow Housing 41Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

Jose Antonio Escajeda (El Paso) School Supplies Jose Antonio Escajeda Apartments 85

Page 7 of 9

Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Health & Nutritional Courses SNAP/WIC Programs 12Home Care In Home Healthcare 2

Los Ebanos (Brownsville) Child Care Headstart/Little Folks/WIN Program 3At Risk Teen Program Premier High School 5Boy Scouts St. Mary's Catholic Church 6Backpack Distribution Los Ebanos 45Crime Watch Los Ebanos Resident Watch 65School Supplies Rainbow Housing 45Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Carino/Sunset/Happy Faces 5Senior Meals Texas Visiting Nurses, Ideal Care, Sun Glo Care 5Back to School Rally Los Ebanos 45

Peppertree Acres (Fort Worth) Child Care Headstart 5School Supplies Rainbow Housing 262Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Tarrant Co. Visiting Nurses 2Senior Meals Tarrant Co. Meals on Wheels 2Special Transit Services Tarrant Co. Wheels Program 2Utilities Assistance Green Mountain 0

River Park Village (Lampasas) Youth Programs Grace Fellowship 17Backpack Distribution Methodist Church/Lampasas Mission 54School Supplies Rainbow Housing 54Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Food Pantry Lampasas Mission 0Medical Delivery MPS Medical Delivery 2

Salem Village (Victoria) GED Classes Victoria College 1Backpack Distribution Salem Village 50

Page 8 of 9

School Supplies Rainbow Housing 50Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Crossroads, Texas Home Healthcare, Girling Health 10Senior Meals Meals on Wheels, Community Agency for Aging/Disabled 4Adult Daycare Amour Day Care, Affectionate Arms 5Back To School Hotdog Party Salem Village 30Special Transit Victoria Transit 2Adult Daycare Transport Amour Day Care, Affectionate Arms 5

Sierra Vista (El Paso) School Supplies Rainbow Housing 120Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

Spring Terrace (Amarillo) Backpack Distribution Multihousing Outreach 19School Shoe Outreach Multihousing Outreach 8School Supplies Rainbow Housing 50Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

Win Lin Village (Amarillo) Backpack Distribution Multihousing Outreach 0School Shoe Outreach Multihousing Outreach 0School Supplies Rainbow Housing 60Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0

Page 9 of 9

Activity Sponsor AttendanceAmerican Housing FoundationAston Brook (Houston) After School Kids Klub/Aston Brook 13

Child Care Resident Services/Aston Brook 3Utilities Assistance Nam/Aston Brook 4Assistance with Medicaid Application Harris County Hospital/Aston Brook 12Computer Facilities Aston Brook 3Fax Usage Aston Brook 18Phone Usage Aston Brook 10Copier Usage Aston Brook 30

Cimarron Park (Conroe) Reading Program Cimarron Park 5Bible Study Kristopher Ramsey #501 5Senior Meals Cimarron Park 3Computer Facilities Cimarron Park 2Community Fair Conroe Church of Christ 41Business Center, Fax, & Phone Cimarron Park 5

Fountaingate (Wichita Falls) Fax Fountaingate 4Phone Fountaingate 6Computer Fountaingate 1Bus Passes American Housing Foundation 2

Northwoods (Houston) Kinz Kidz Dance Walden Affordable Group/KKDJ 40Crime Watch Walden Affordable Group/Houston Sheriff Department 31Preventing Slips, Trips, and Falls Walden Affordable Group/American Housing Foundation 8Computer Facilities Walden Affordable Group/American Housing Foundation 30Fax/Phone Walden Affordable Group/American Housing Foundation 30Transportation Service Walden Affordable Group/American Housing Foundation 5

One Willow Chase (Houston) Notary Service One Willow Chase 2Rental Assistance One Willow Chase/Houston Northwest 3Fund Raiser One Willow Chase 32CHIP Application One Willow Chase/TDHHS 3

One Willow Park (Houston) Notary Service One Willow Park 4Rental Assistance One Willow Park/Houston Northwest 2Fund Raiser One Willow Park 25

September Resident Services

Page 1 of 8

CHIP Application One Willow Park/TDHHS 1

Pine Creek (Conroe) Children's Library Pine Creek 3Crime Watch Pine Creek 4Fire Safety Magnets Pine Creek/HAA 2Rental Assistance-List of Agencies Pine Creek 6Phone/Fax/Copier Pine Creek 4Notary Service Pine Creek 2Ice Cream Day Pine Creek 4

Settler's Cove (Beaumont) Crime Watch Sherriff Blankenship 0Fitness Center Settler's Cove 7Fax and Copier Settler's Cove 2Bus Tickets American Housing Foundation 1

Shadowridge (Dallas) After School Walden Affordable Group/American Housing Foundation 5Crime Watch Walden Affordable Group/American Housing Foundation 10Computer Facilities Walden Affordable Group/American Housing Foundation 8

Stony Creek (Conroe) Children's Library Stone Creek 4Crime Watch Stone Creek 3Fire Safety Magnets Stone Creek/HAA 3Rental Assistance-List of Agencies Stone Creek 6Phone/Fax/Copier Stone Creek 7Notary Service Stone Creek 2Ice Cream Day Stone Creek 3

Woodedge (Houston) Arts and Crafts Walden Affordable Group 8Copier/Fax/Internet Walden Affordable Group 4Mas Club Walden Affordable Group 8

American Opportunity for HousingBriarcrest (Spring) After School American Opportunity for Housing 9

Educational/Scholastic Tutoring American Opportunity for Housing 9Crime Watch American Opportunity for Housing 0Community Gardens American Opportunity for Housing 9

Clover Hill (Arlington) After School American Opportunity for Housing 9Educational/Scholastic Tutoring American Opportunity for Housing 9Crime Watch American Opportunity for Housing 0Spiritual Enrichment High Pointe 9

Page 2 of 8

Computer Facilities American Opportunity for Housing 1

Hillcrest (Grand Prairie) After School American Opportunity for Housing 2Educational/Scholastic Tutoring American Opportunity for Housing 2Crime Watch American Opportunity for Housing 4

Mill Creek (Spring) After School American Opportunity for Housing 13Educational/Scholastic Tutoring American Opportunity for Housing 13Crime Watch American Opportunity for Housing 10

One Westfield Lake (Spring) Job Search American Opportunity for Housing 0After School American Opportunity for Housing 19Educational/Scholastic Tutoring American Opportunity for Housing 19Wii Game Night American Opportunity for Housing 11Teen Troopers American Opportunity for Housing 3Crime Watch American Opportunity for Housing 7Weight Reduction Club American Opportunity for Housing 0Adult Game Night American Opportunity for Housing 0


Green Living 365 Learn TV 35Educational Programs 365 Learn TV 42Oral Health Education Remington Management 10Kids Zone 365 Learn TV 24Crime Prevention Flyer Remington Management 158Health & Nutritional Courses 365 Learn TV 44Health & Fitness 365 Learn TV 58Travel & Events 365 Learn TV 37Technology 365 Learn TV 31General How To Tips 365 Learn TV 43Estate & Financial Planning Remington Management 6Newsletter 365 Learn TV 37Family & Parenting Services 365 Learn TV 38Resident BC Internet Remington Management 4Resident Portal Education 365 Learn TV 29

Summer Oaks (San Antonio) Budgeting 365 Learn TV 12Financial Planning Courses 365 Learn TV 3Changes Coming to Credit Card Fees 365 Learn TV 4Money & New Marriage 365 Learn TV 7

Page 3 of 8

Building the Perfect Credit History 365 Learn TV 3After School-School House Rock Summer Oaks 3Educational/Scholastic Tutoring Aminamiacs Lesson on Geography 6Our World-Honeybees 365 Learn TV 4Home Delivery Summer Oaks 5Fax/Copies Summer Oaks 2Health & Nutritional Courses 365 Learn TV 4Jump Start Cardio Workout 365 Learn TV 4Little Known Waist Shrinking Exercise 365 Learn TV 6Counseling Services-Cyber Bullying 365 Learn TV 8Credit Counseling 365 Learn TV 10Save or Spend 365 Learn TV 3Entertainment 365 Learn TV 3Family & Parenting Services 365 Learn TV 20Business Center Summer Oaks 0

The Charleston (Houston) Money Matters-Budgeting 365 Learn TV 39Parenting 365 Learn TV 33Voters Registration 365 Learn TV 33Financial Planning The Charleston/Ronald McNiel 7Kids Zone 365 Learn TV 38Crime Watch The Charleston 5Renters Insurance 365 Learn TV 32Alarm Activation The Charleston 3Home Delivery The Charleston 7Rent Concession for Pool Monitor The Charleston 1Rent Concession for Book/Video Library Monitor The Charleston 1Health & Fitness 365 Learn TV 53Educational Development 365 Learn TV 41Houston Chronicle Newspaper The Charleston 18Transport Resident to Doctor The Charleston 1Charleston Resident Portal, Health, Education, Etc. 365 Learn TV 860Business Center for Residents The Charleston 81

The Rafters (Corpus Christi) Budgeting 365 Learn TV 26Green Living 365 Learn TV 51Community Garden 365 Learn TV 50Technology 365 Learn TV 27Kids Zone 365 Learn TV 27Local Awareness 365 Learn TV 36Home Delivery The Rafters 5

Page 4 of 8

Clothes Closet ABC Resource 2Landscape & Facility Monitor's Rent Discount The Rafters 2Food Pantry ABC Resource 8Health & Nutritional Courses 365 Learn TV 43Healthy Cooking 365 Learn TV 33Weight Management Class ABC Resource 8How To Videos 365 Learn TV 39Travel Videos 365 Learn TV 66Be Social 365 Learn TV 0Errands for Residents The Rafters 2Family & Parenting Services 365 Learn TV 31Business Center The Rafters 15

The Wharf (Corpus Christi) Money Matters-Money and Marriage 365 Learn TV 42Money Matters-Save or Spend 365 Learn TV 42After School-Fruity Friday The Wharf 68Kids Club Baptist Church 21School House Rock 365 Learn TV 38Rent Concession for Porter The Wharf 1Rent Concession for Pool Monitor The Wharf 1Basic First Aid & CPR City of Corpus Christi, The Wharf 2Health & Fitness-Waist Shrinking 365 Learn TV 50Health & Fitness-10 Minute Cardio 365 Learn TV 50How To Tips-Window Measurements 365 Learn TV 63Parenting-Pool Safety 365 Learn TV 39Business Center The Wharf 6

Willowick (Corpus Christi) Money Matters 365 Learn TV 22Kids Club Willowick 47Friday Snack Shack Willowick 36Rent Concession for Courtesy Officer Willowick 1Rent Concession for Porter Willowick 1Rent Concession for Pool Monitor Willowick 1Health & Fitness-How to Decode a Restaurant Menu 365 Learn TV 32Meet & Greet Continental Breakfast Willowick 18Parenting-How to Make Study Time Fun for Kids 365 Learn TV 30Education-Water Fountain Germs 365 Learn TV 31Business Center Willowick 8


Page 5 of 8

Public Service 365 Learn TV 11Environmental Education 365 Learn TV 45Educational/Scholastic Tutoring 365 Learn TV 50Kid's Zone 365 Learn TV 44Kid's Crafts White Rock Staff 9Crime Prevention Handout White Rock Staff 336Health & Nutritional Courses 365 Learn TV 5424 Hour Fitness White Rock 89Technology 365 Learn TV 33Travel Video 365 Learn TV 42DVD Library White Rock DVD Library 19Coffee Club White Rock Staff 6Resident in #313-transporation to store White Rock 4Family and Parenting 365 Learn TV 47Business Center White Rock Business Center 27

Marshall MeadowsMarshall Meadows (San Antonio) After School AOH 11

Crime Watch AOH 9Fitness Center AOH 3Spiritual Enrichment Sister Merta 7Computer Facilities AOH 1Arts/Crafts AOH 3Game Days AOH 6


After School Americorps 28Youth Programs Americorps 28Crime Watch NFWSC 10English as a Second Language NFWSC 12Computer Facilities Americorps 10

RainbowChaparral Village (Odessa) Youth Ministry Odessa Christian Family Center-Street Ministry 12

Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Senior Meals Meals on Wheels 2

Cove Village (Copperas Cove) Utilities Assistance United Way/Rainbow Housing 0

Page 6 of 8

Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Food Pantry Holy Family Catholic Church 1Care & Training of Disabled Texas Home Health 3

El Nido (El Paso) Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Health & Nutritional Courses SNAP/WIC Programs 12Home Care In Home Health Care 2

Garden Apartments (Lubbock) Fire Safety Presentation Lubbock Fire Department 10Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Resident Community Meeting Garden Apartments 39

High Plains (Lubbock) Fire Safety Presentation Lubbock Fire Department 0Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Resident Community Meeting Garden Apartments 18

Jose Antonio Escajeda (El Paso) Computer Literacy Classes El Paso Library 1Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0English as a Second Language Project Bravo 2

Los Ebanos (Brownsville) Child Care Headstart/Little Folks/WIN Program 9At Risk Teen Program Premier High School 5Crime Watch Los Ebanos Resident Volunteers 65Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Carino/Sunset/Happy Faces 5Medical Services Texas Visiting Nurses/Ideal Care/Sun Glo Care 5

Peppertree Acres (Fort Worth) Child Care Headstart 5Utilities Assistance United Way/Rainbow Housing 0

Page 7 of 8

Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Tarrant Co. Visiting Nurses 2Senior Meals Tarrant Co. Meals on Wheels 2Special Transit Services Tarrant Co. Wheels Program 2Utilities Assistance Green Mountain 0

River Park Village (Lampasas) Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Food Pantry Lampasas Mission 2Care & Training of Disabled Texas Home Health 1

Salem Village (Victoria) GED Classes Victoria College 1After School Mid Coast Family Services/Kidz Connections 15Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Home Care Crossroads, Texas Home Healthcare, Girling Health 10Senior Meals Meals on Wheels, Community Agency for Aging/Disabled 4Adult Daycare Amour Day Care, Affectionate Arms 5Special Transit Victoria Transit 3Adult Daycare Transport Amour Day Care, Affectionate Arms 5

Sierra Vista (El Paso) Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Job Search Assistance Rainbow Housing 2Health & Screening Services San Vincente Clinic 1

Spring Terrace (Amarillo) GED Classes Amarillo College 2Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Resume Assistance Rainbow Housing 1

Win Lin Village (Amarillo) Utilities Assistance United Way/Rainbow Housing 0Rent Assistance United Way/Rainbow Housing 0Case Management Rainbow Housing 0Job Search Assistance Rainbow Housing 2

Page 8 of 8

Texas State Affordable Housing Corporation

Marketing/Development Activity Quarterly Report October 13, 2010

Date Category Activity Summary

August Marketing Staff attended Loan Scam Alert Community Summit in Dallas.

August Development Received $60,000 in grant funding from NeighborWorks to support loan scam mitigation activities.

August Marketing Staff attended and spoke at the National Housing Conference Workforce Forum in Austin.

August Marketing Sponsored the Affordable Homes of South Texas Home Buyer’s Fair in Weslaco.

September Marketing/Development Staff attended Greenlights for Nonprofit Success Conference.

September Marketing Staff exhibited at the Texas Association of Realtors’ Conference.

September

Marketing/Development Issued press release on a $30,000 grant received from Citi Foundation in support of loan scam mitigation initiatives.

September

Marketing Promoted lower interest rate for First time Homebuyer Programs through email and social marketing venues.

September Development Applied for a $2,000 grant for development consulting services from Greenlights.

October Development Received $25,000 in funding from Fannie Mae to support Texas Foreclosure Prevention Task Force activities.

October Development Received invitation to apply for $5,000 in grant funding from Capital One to support foreclosure prevention counseling sessions.

October Marketing Staff exhibited at the Combined Law Enforcement of Texas Conference.

October Marketing Staff attended and spoke at Texas Homeless Network Conference.

October Development Staff attended the Texas Association of Community Development Corporations Summit and met with TSAHC funders.

October Development Received $15,000 in grant funding from Wells Fargo for Texas Foreclosure Prevention Task Force activities.

October Government Relations Staff attended the Legislative Communication Conference. August - October

Marketing Participating in Accessibility Internet Rally competition to make TSAHC’s website accessible to people with disabilities.

Ongoing Government Relations Continuing to meet with legislators and staff as requested. Ongoing Development Developing the CDFI certification application for TCC.

Texas State Affordable Housing CorporationFundraising Report 2002 - 2010

October 2010

Funder Award TypeDate

SubmittedAmount Program/Activity

Freddie Mac/Countrywide Grant 05/2007 $ 5,000 Single Family MarketingFreddie Mac Grant 05/2007 $ 10,000 Single Family MarketingF.B. Heron Foundation Grant 07/2007 $ 50,000 Single Family/HomeWorks/Texas Foundations FundNeighborWorks America Grant 03/2008 $ 105,000 Texas Foreclosure Prevention Task Force (TFPTF)Countrywide Grant 03/2008 $ 30,000 TFPTFWashington Mutual Grant 03/2008 $ 30,000 TFPTFBank of America Grant 05/2008 $ 50,000 TFPTFWells Fargo Grant 07/2008 $ 10,000 TFPTFJefferson Bank Grant 08/2008 $ 250 TFPTFWachovia Grant 08/2008 $ 30,000 TFPTFNeighborWorks America Grant 10/2008 $ 10,000 TFPTFNeighborWorks America Grant 12/2008 $ 10,000 TFPTFComerica Bank Grant 10/2008 $ 5,000 TFPTFFreddie Mac Grant 01/2009 $ 5,000 Single Family MarketingThe Meadows Foundation Grant 02/2009 $ 250,000 TFPTFF.B. Heron Foundation Grant 12/2008 $ 100,000 Texas Foundations Fund/HomeWorksCapital One Grant 03/2009 $ 25,000 TFPTF/TSHEPWells Fargo Housing Foundation Grant 04/2009 $ 5,000 Texas Foundations FundCiti Foundation Grant 07/2009 $ 40,000 TFPTFFannie Mae Grant 07/2009 $ 25,000 TFPTFF.B. Heron Foundation Grant 11/2009 $ 50,000 ACT /(CDFI) TCC ActivitiesTexas Mortgage Bankers Association 5K Run Income 12/2009 $ 3,020.85 TFPTFNeighborWorks America Grant 02/2010 $ 10,000 TFPTF/TSHEPWells Fargo Housing Foundation Grant 01/2010 $ 5,000 Texas Mortgage CalculatorCiti Foundation Grant 02/2010 $ 30,000 TFPTFNeighborWorks America Grant 05/2010 $ 60,000 TFPTFFannie Mae Grant 09/2010 $ 25,000 TFPTFWells Fargo Grant 09/2010 $ 25,000 TFPTF

1,003,270.85$ Total Grant Funding Approved

GRANTS


October 2010



Individual DonorsIndividual Donations

06/2009 6,630$ Texas Foundations Fund

6,630$



Wells Fargo PRI 04/2005 $ 1,050,000.00 Multifamily Direct Lending ProgramThe Meadows Foundation PRI 10/2009 $ 500,000.00 ACT Program

1,550,000.00$



Federal Home Loan Bank (FHLB)Leveraged Private

Financing2002 $ 1,243,750 Multifamily Direct Lending Program

Community Development TrustLeveraged Private

Financing2002/2003 $ 4,163,000 Multifamily Direct Lending Program

FHLBLeveraged Private

Financing2008 250,000$ Multifamily Direct Lending Program

5,656,750$



Texas Department of Housing and Community Affairs (TDHCA)

Grant 05/2008 $ 130,000 TFPTF

National Foreclosure Mitigation Counseling (NFMC) Round 2 Program Award (NeighborWorks)

Grant 10/2008 $ 491,490 Grant Award received by TDHCA in support of TFPTF

Total Individual Donations

INDIVIDUAL DONATIONS

PROGRAM RELATED INVESTMENTS (PRIs)

LEVERAGED PRIVATE FINANCING

PUBLIC GRANTS

Total PRI Funding

Total Private Financing


October 2010

TDHCA (match funding for NFMC award) Grant 01/2009 $ 98,298 TFPTF

Neighborhood Stabilization Program Round 1 (HUD)

Grant 03/2009 $ 6,274,100 Affordable Communities of Texas (ACT) Program

NFMC Round 3 Program award (NeighborWorks)

Grant 08/2009 $ 449,960 Grant Award received by TDHCA in support of TFPTF

TDHCA (1/2 of match funding for NFMC Round 3 award)

Grant 08/2009 $ 44,996 TFPTF

NFMC Round 4 Program Award (NeighborWorks)

Grant 02/2010 $ 58,293 Grant Award applied for by TDHCA in support of TFPTF

TDHCA (1/2 of match funding for NFMC Round 4 award)

Grant 02/2010 $ 5,829.30 TFPTF

7,552,966$

15,769,617.15$

Total Public Grants

TOTAL FUNDING APPROVED

TEXAS STATE AFFORDABLE HOUSING CORPORATIONUNAUDITED STATEMENT OF NET ASSETSAs of August 31, 2010

ASSETSCurrent Assets

Cash and Cash Equivalents $ 1,201,432 Building Maintenance Reserve 28,959 Computer Equipment and Furniture Reserve 1,323 Foundations Fund 250,000 Custodial Cash and Cash Equivalents, Current 123,557

Restricted Assets Held by Bond Trustee:Cash and Cash Equivalents 76,642,156 Short-term Investments, at Fair Market Value 2,469,828 Accrued Interest 591,041

Investments, at Fair Market Value 3,494,055 Accounts Receivable & Accrued Revenue, Net of uncollectible amts. of $1,049,171 731,342 Accrued Interest Receivable 116,941 Loans Receivable, Current Portion 95,000 Notes Receivable, Current Portion 560,020 Downpayment Assistance, Current Portion 1,535,653 Prepaid Expenses 23,666

Total Current Assets: $ 87,864,973 Noncurrent Assets

Loans Receivable, Net of uncollectible amounts of $91,726 1,071,282 Notes Receivable 2,190,561 Mortgage Servicing Rights, Net of Accumulated Amortization of $1,976,340 744,581 Fixed Assets, Net of Accumulated Depreciation of $294,574 1,471,497 Custodial Cash and Cash Equivalents 210,152 Bond Issuance Costs, Net of Amortization of $1,751,312 4,006,085 Downpayment Assistance 7,741,845 Restricted Investments Held by Bond Trustee, at Fair Market Value 268,953,804

Total Noncurrent Assets: 286,389,807 TOTAL ASSETS: $ 374,254,780

LIABILITIES & NET ASSETSCurrent Liabilities

Accounts Payable and Accrued Expenses $ 176,701 Notes Payable, Current Portion 101,000 Other Current Liabilities 53,785 Payable from Restricted Assets Held by Bond Trustee:

Bonds Payable, Current Portion 84,952,980 Warehousing Funds 37,838,185 Accrued Interest on Bonds 1,923,279 Total Current Liabilities: 125,045,930

Noncurrent LiabilitiesMultifamily Custodial and Reserve Funds 210,242 Notes Payable 3,268,160 Revenue Bonds Payable 216,862,397 Deferred Revenue 388,371

Total Noncurrent Liabilities: 220,729,170 Total Liabilities: 345,775,100

Net AssetsInvested in Capital Assets 681,978 Restricted Assets 11,700,064 Unrestricted Net Assets 16,097,638

Total Net Assets: 28,479,680 TOTAL LIABILITIES & NET ASSETS $ 374,254,780

TEXAS STATE AFFORDABLE HOUSING CORPORATIONUNAUDITED STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET ASSETSfor the year ending August 31, 2010

Operating Revenues Interest and Investment Income $ 12,273,992 Net Increase in Fair Value of Investments 4,653,221 Single Family Program Issuer and Servicing Fees 167,458 Asset Oversight and Compliance Fees 570,026 Loan Servicing Fees, Net of subservicer fees of $108,657 255,137 Multifamily Bond Fees 76,112 Grant Income 793,424 Other Operating Revenue 105,578 Total Operating Revenues $ 18,894,948

Operating Expenses Interest Expense on Bonds and Notes Payable 12,142,717 Down Payment Assistance Program 377,394 Salaries, Wages and Payroll Related Costs 1,332,121 Professional Fees and Services 200,399 Amortization 751,806 Office and Equipment Rental and Maintenance 41,616 Travel and Meals 41,795 Depreciation 48,038 Program and Loan Administration 357,374 Foundation Fund Grants 200,000 Grant Administration 761,168 Other Operating Expenses 146,470 Total Operating Expenses 16,400,898

Net Income 2,494,050

Total Net Assets, Beginning 25,985,630

Total Net Assets, Ending $ 28,479,680

Texas Foreclosure Prevention Task Force Description of Activities Activity Description

Training § Coordinate efforts and raise funds to bring trainings to Texas to increase the capacity of local foreclosure intervention counseling agencies.

§ Trainings include NeighborWorks HO345, March 2008 (Houston), NeighborWorks HO345, October 2008 (San Antonio), NeighborWorks HO 307/HO 320, July 2009 (Houston), and NeighborWorks HO 211/HO 321, May 2010 (San Antonio)

Coordination/ Administration

§ Coordinate and engage with local task forces/coalitions throughout Texas to support and build local foreclosure prevention and intervention capacity

§ Plan and coordinate a statewide fundraising campaign to support the Texas Foreclosure Prevention Task Force § Engage in efforts to increase the number of Task Force partner counseling agencies to expand the reach of the Texas Foreclosure Prevention

Task Force and increase the number of struggling homeowners served § Conduct technical assistance visits with Task Force partner counseling agencies to ensure compliance funding and reporting requirements § Maintain and update the Texas Foreclosure Prevention Task Force website to improve communication and efficiency

Counseling § TSAHC coordinates with TDHCA to administer the National Foreclosure Mitigation Counseling (NFMC) Program in Texas § Utilizing the model adopted by the NFMC Program, the Task Force provides funding to 17 HUD approved partner counseling agencies to

expand their capacity and increase the number of borrowers they are able to serve § Counseling agencies include: Frameworks Community Development Corporation (Austin), North Texas Housing Coalition (Dallas) NID-HCA

Ephram Neal (Fort Worth), City of Fort Worth Housing Department (Fort Worth), Jordan Community Development Corporation (Dallas), Credit Coalition (Houston), Fifth Ward Community Redevelopment Corporation (Houston), Gulf Coast Community Services Association (Houston), Project Bravo (El Paso), North and East Lubbock Community Development Corporation (Lubbock), Consumer Credit Counseling Service of South Texas (Rio Grande Valley), and the Deep East Texas Council of Governments (Jasper), the City of San Antonio Dept. of Community Initiatives (San Antonio), Our Casas Resident Council, Inc. (San Antonio), New Vision Housing Alliance (Houston), Affordable Homes of South Texas, Inc. (McAllen), and CCCS of Greater San Antonio.

Outreach/Events § The Task Force has established an application process to provide funding for local foreclosure outreach events. § In September 2009, the Task Force also partnered with FDIC, Fannie Mae, and the Federal Reserve Bank to sponsor a Cinemedia campaign

that placed foreclosure prevention public service announcements in local movie theatres in six communities (Killeen, Corpus Christi, McAllen, Brownsville, Laredo, and Beaumont) with high rates of foreclosure.

§ Events funded to date include two Don’t Borrow Trouble Outreach Events (El Paso), Houston Foreclosure Prevention Task Force Outreach Event (Houston), DFW HOPE Partnership Outreach Event (Dallas), the San Antonio Foreclosure Prevention Outreach event (San Antonio), and the McAllen Foreclosure Outreach Event (McAllen).

§ The Task Force also created a Foreclosure Intervention Resource Guide to assist borrowers facing foreclosure. § Coordinating a Loan Modification Scam Alert campaign with the Task Force, FDIC, the Federal Reserve Bank of Dallas, the Citi Foundation,

NeighborWorks America, and Texas PBS.

Texas Foreclosure Prevention Task Force NFMC and Non-NFMC Counseling Sessions Funded

October 12, 2010

Counseling Sessions Level One ($150)

Level Two ($300)

Level Three ($450)

Total Sessions Funded

Total Funding Amount

Counseling Sessions Funded through NFMC Funding

1,717 984 383 3,084 $725,100

Counseling Sessions Funded through TDHCA NFMC Match Funding

152 59 86 297 $78,856

Counseling Sessions Funded through TFPTF Funding

525 177 147 849 $198,336

TOTAL 2,394 1,220 616 4,230 $1,002,292

Description of Counseling Levels: Level One counseling involves developing a budget and action plan for a client seeking assistance in preventing foreclosure. Level Two counseling entails verifying the client’s budget, creating an action plan with steps to address their foreclosure issues, and assisting the client in meeting the goals of his or her action plan. Level Three counseling entails meeting the requirements for both Levels One and Two within the same reporting period.

Client Outcome Percentages for NFMC/TFPTF Counseling Sessions As of October 12, 2010

Client Outcome Percentage of Borrowers

Initiated Forbearance Agreement/Repayment Plan 14%

Mortgage Modified 12%

Homeowner(s) sold property (not short sale) 1%

Pre-foreclosure sale/short sale 1%

Brought mortgage current with rescue funds 6%

Brought mortgage current (without rescue funds) 3%

Mortgage refinanced 1%

Mortgage Foreclosed 2%

Bankruptcy 4%

Counseled and referred to for legal assistance or to another social services agency 2%

Withdrew from counseling 4%

Still in negotiation with servicer/ Referred to servicer with action plan; final outcome unknown 48%

Other 2%

TOTAL 100%

Discussion


Held at the offices of Texas State Affordable Housing Corporation

2200 E. Martin Luther King Jr. Blvd. Austin, TX 78702

July 8, 2010 at 10:00 am

Summary of Minutes Call to Order, Roll Call Certification of Quorum The Board Meeting of the Texas State Affordable Housing Corporation (the “Corporation”) was called to order by Bob Jones, Chair, at 10:15 am, on July 8, 2010 at the offices of Texas State Affordable Housing Corporation, 2200 E. Martin Luther King Jr. Blvd, Austin, TX 78702. Roll Call certified that a quorum was present. Members Present Bob Jones, Chair Jeran Akers, Member William H. Dietz, Jr., Member Cynthia Leon, Member Members Absent Jo Van Hovel, Vice Chair Staff Present David Long, President Melinda Smith, Chief Financial Officer Nick Lawrence, Controller Betsy Lau, Accountant Paige McGilloway, Single Family Programs Manager David Danenfelzer, Development Finance Programs Manager Benjamin Crawford, ACT Program Coordinator Joshua Schirr, Asset Oversight and Compliance Manager Mindy Green, Asset Oversight and Compliance Specialist Sarah Schildmier-Bloom, Asset Oversight and Compliance Specialist Janie Taylor, Manager of Marketing and Development Katie Howard, Development Coordinator Cynthia Gonzales, Office Manager and Assistant Corporate Secretary Laura Ross, Corporate Secretary Special Guests Gary Machak, Raymond James Robin Miller, First Southwest Company Mark Nerio, Citi Foundation Elena Peinado, Texas Department of Housing and Community Affairs (TDHCA)

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Chip Rainey, Greenberg Traurig Jerry Romero, Wells Fargo Marshall Whitfield, Jamail Smith Barton Withrow, Raymond James Tab 2 Presentation by Citi Foundation of a Grant Award to the Corporation in the

amount of $30,000 in support of the Texas Foreclosure Prevention Task Force.

Mr. Long introduced Mr. Nerio with Citi Foundation. He spoke to Citi’s past support of the Corporation’s foreclosure prevention activities and noted that the Corporation had received word of a new award from the Citi Foundation that would support activities regarding loan scam mitigation. Mr. Long thanked Ms. Howard for her hard work on the application for this award, and noted how well the application had been received. Mr. Long also thanked Ms. Taylor for her contribution to the process. Mr. Nerio began by stating that one of the major priority areas for Citi Foundation was neighborhood revitalization, and under that affordable housing had always been a main priority. Mr. Nerio stated that foreclosure mitigation also fit very strongly into the neighborhood revitalization component. Mr. Nerio recalled Citi Foundation’s support of the program last year and its ongoing relationship with the Corporation. He stated that Citi Foundation understood the next dimension of foreclosure mitigation was preventing scams, a mission which resonated with Citi Foundation. Mr. Nerio spoke to the grant application review process and noted that while normally there was feedback on all of the applications they received, the application from the Corporation was fully complete and ready to go after the initial review. He thanked Ms. Howard for her great work on it. Mr. Nerio stated that he was at the board meeting today to present the board with a grant in the amount of $30,000 to go in support of loan scam mitigation. A check presentation followed. Mr. Jones thanked Mr. Nerio for the award. President’s Report The first item that was discussed was the summer dress code. Mr. Jones declared that all future summer meetings would be business casual. Mr. Long began his report by introducing the guests in the audience: Mr. Miller, the Corporation’s financial advisor; Mr. Whitfield with Jamail Smith, the contractor for Phase 2 of the construction on our office building; Mr. Machak and Mr. Withrow with Raymond James; Mr. Romero with Wells Fargo and the Foundations Fund; Mr. Rainey, the Corporation’s general counsel; and Ms. Peinado with the Texas Department of Housing and Community Affairs (TDHCA). Mr. Long refreshed the board’s memory that at the request of the Governor he served as the state liaison to the US Interagency Council on Homelessness. He noted that Ms. Green was assisting him in this venture. Mr. Long reported that he and Ms. Green had recently attended a meeting of the Texas Interagency Council on Homelessness, administrated by TDHCA. Ms. Leon inquired what the Council was working on at this time and Mr. Long reported that recently the federal government had come out with their annual action plan for how to mitigate and end homelessness in the nation. On a state level, Texas was making a huge effort to collect all the

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resources available and find the best way to allocate those resources in addition to coming up with a statewide plan. Mr. Long then reported that he and Ms. Howard had attended a leadership meeting of the Texas Foreclosure Prevention Task Force that took place in San Antonio. Mr. Long noted that representatives from both the Attorney General’s Office and the Federal Trade Commission (FTC) had attended the meeting and made presentations. Mr. Long added that Ms. Howard continued to apply for grants and had received word that morning of an award from NeighborWorks in the amount of $60,000 to be put towards loan scam mitigation. Mr. Long explained that we were able to attain that funding due to our ability to leverage the award from Citi Foundation. Mr. Long spoke further about loan scams, explaining that they were very prevalent across the country and during the presentation by the person from the FTC, she said without giving too much information, that they were prosecuting firms and individuals who were creating those scams. On a state level, the Attorney General’s office was very involved in stopping scams. Mr. Long also spoke to the marketing and informational materials that were being produced by groups like NeighborWorks to combat these scams and make people aware of their existence. Mr. Long stressed the move by the Task Force and other groups to raise awareness that this was going on and funding being raised would go towards this end. Mr. Long added that the information on loan scam mitigation was being provided in both English and Spanish. Mr. Long then turned to the construction and noted that the contract with Jamail Smith was for 90 days so the construction was set to be completed in September. Mr. Long referred to Texas Community Capital (TCC) and the minutes that were handed out from the previous meeting. Mr. Long noted that the board of TCC, of which Ms. Leon and Mr. Romero were members, met the same day as the Corporation’s board only in the afternoon. Mr. Long spoke about the 502 program, noting that a contract reviewer had been hired to help process the loans and transfer them to USDA. Mr. Long reported that Ms. Howard and Ms. Taylor were working on the CDFI application for TCC and had met with staff from TACDC earlier in the week to discuss the application. Mr. Long also informed the board that both Ms. Ross and Ms. Mazurenko with TACDC were working to get the website up and running. Mr. Long noted that the web designer who created our website would be creating the TCC website. Mr. Long turned to the Neighborhood Stabilization Program (NSP) update in the board packet, and noted that we had completed the first formal closing on two properties, Falls Creek and Lexington, the previous week. Mr. Long also referred to Tab 6 which requested an amendment to our contract with TDHCA. Mr. Long explained that TDHCA was offering us additional funding due in part to the good job we were doing in getting the money out. He deferred further discussion on this item to Tab 6. Referring back to the closings, Mr. Long noted that it was a hurdle that would allow us to move forward, and while there were still a few kinks in the NSP process Mr. Danenfelzer and Mr. Crawford were doing a great job and working with TDHCA to get those things worked out. Mr. Long then turned to the meetings being held with legislators. He thanked Mr. Akers for attending a meeting in Dallas the previous week. He spoke to the importance of staff holding those meetings and informed the board members that they would be asked to participate in the meetings that were held in their area.

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Mr. Long informed the board that he had given testimony at the Senate Trade and Relations Committee hearing the previous week with regard to the rural survey the Corporation had conducted in partnership with Rural Communities of Texas and at the request of Ms. Chatham, their Executive Director. Mr. Long spoke to the huge need for affordable housing in rural areas. Speaking to the committee hearing, Mr. Long reported that he participated on a panel with Ms. Chatham and a judge from a rural community. Mr. Long turned the Board’s attention to the 2009 Annual Report that was provided as a handout to the members. He complemented staff on the great job they did putting it together. Ms. Taylor noted that Ms. Ross had done the graphic design work for the project. Ms. Taylor noted that both she and Ms. Ross worked with staff to collect the information for the Report. She pointed out that the report was in a new format this year that concentrated more on statistics then text. Ms. Taylor spoke to how this would be more useful. Ms. Taylor noted that the Report would also be made available on our website. Mr. Long made reference to the topic of Tab 7, the draft strategic plan, and referred the Board to the handouts provided. He thanked staff and board for their participation in formulating the plan. He also thanked Ms. McGilloway, who took the lead on putting the plan together in its final format. He noted that the handouts the board had received were in draft form and it was staff’s hope to provide a final copy to the board at the next meeting. Mr. Jones briefly referred to the map included with the Development Finance report. It was noted that there was a typo – the circle indicated for Brazos County should have said 34 instead of 37. Discussion followed. Tab 1 Presentation, Discussion and Possible Approval of Minutes of the Board

Meeting held on May 13, 2010. Mr. Akers made a motion to approve the minutes of the board meeting held on May 13, 2010. Mr. Jones seconded the motion. Motion passed unanimously. Tab 3 Presentation, Discussion and Possible Approval of a Resolution or

Resolutions authorizing one or more applications to the Texas Bond Review Board for reservation of single family private activity bond authority in an amount not to exceed $125,000,000.

Ms. McGilloway refreshed the board’s memory that in November they had approved a $125 million bond transaction. Ms. McGilloway noted that the program had been released in late December and was doing really well. Ms. McGilloway recalled that the way the funding for our programs worked was that we received an annual allocation that had to be taken down by a certain date. If the money wasn’t taken down by that time, it went back into a pot that other issuers could then apply for. The deadline to apply for annual allocations was August 7th, and given that the date was fast approaching, staff wanted to make sure we took down the funding available to us before the collapse. Ms. McGilloway turned to the first resolution which authorized staff to take down the reservation of the Housing and Economic Recovery Act (HERA) cap that we received from the City of Dallas. It amounted to $75 million. Ms. McGilloway then explained that the second resolution allowed staff to go to the Bond Review Board (BRB) and ask for the remaining dollars of our annual allocations for the Heroes and Professional Educators programs. The total for that

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was approximately $50 million. Ms. McGilloway explained that if we closed by the end of the year on the $125 million transaction, we would need to utilize those funds to secure it. Ms. McGilloway referred the board to the reports included under Tab A of the board packet, noting that if originations continued at the rate they were occurring at now, then we would have the ability to fully utilize the $125 million by the end of the year. Ms. McGilloway spoke to the impact the Homebuyer Tax Credit had had on the housing market and how it had slowed down since the tax credit had gone away. Ms. McGilloway spoke briefly to the reason for the two separate resolutions (it would allow flexibility with how the funds could be used). She gave the example that if the closing wasn’t done, the HERA money could be used for another purpose, like doing another mortgage credit certificate (MCC) program. Mr. Akers made a motion to approve a resolution authorizing an application to the Texas Bond Review Board for reservation of single family private activity bond authority in an amount not to exceed $75,000,000. Mr. Dietz seconded the motion. Motion passed unanimously. Mr. Akers made a motion to approve a resolution authorizing an application to the Texas Bond Review Board for reservation of single family private activity bond authority in an amount not to exceed $50,000,000. Mr. Dietz seconded the motion. Motion passed unanimously. Tab 4 Presentation, Discussion and Possible Approval of a Resolution authorizing

one or more applications to the Texas Bond Review Board for reservation of single family private activity bond authority in an amount not to exceed $150,000,000.

Ms. McGilloway began by stating that given how successful the current program had been, staff felt that we could utilize additional bonding authority. Ms. McGilloway refreshed the Board’s memory about the collapse that occurred if all or part of the annual allocations weren’t used. She stated that after a certain date, all bond issuers could apply for that funding. She noted that the resolution before the board asked for their approval to go to the Bond Review Board and apply for $150 million in collapsed bonding authority. Mr. Long stated that in the past the Corporation had applied for funding in this manner, and every time we had gotten some or all of what was requested. Mr. Long added that the BRB had informed staff that they expected over $1 billion would be available in cap after the collapse. It was explained that this funding had a deadline for use, but Ms. McGilloway stated that if the authority was not utilized, then the entity had the ability to carry it forward through a formal process with the IRS. The carry forward process could extend your ability to utilize the authority for 3 years. Ms. Leon asked how long it typically took to use the authority we gained through this process and Ms. McGilloway noted that it would be used fairly quickly. Mr. Dietz inquired about the amount that was being asked for and Ms. McGilloway noted that the BRB wanted to see that you could actually use all the funding they awarded you, so the amount being proposed by staff was an amount we felt could be fully utilized. Discussion followed regarding how the bonding authority was allocated to the state by the federal government, and how it therefore was not an obligation of the State of Texas. Turning back to the amount being proposed, Mr. Miller also added that should the staff feel they could utilize more, there would be another collapse at the end of the year and we could apply for more funding then. Discussion followed regarding the times when bond issuers could go to the BRB for collapsed funding. Ms. McGilloway noted that the first collapse would occur on August 7th and the first opportunity to apply for those funds

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would be August 15th. Discussion returned to the amount of cap given to Texas and it was noted that the amount was based on population and was divided into areas, such as housing, by the Legislature through statute. It was also noted that the bonds issued for our programs were mortgage revenue bonds. Mr. Long stated that Mr. Dransfield with Fulbright & Jaworski was our bond counsel and he along with Ms. Hackler, his paralegal, worked with staff to ensure the right processes and protocol were followed. Mr. Jones inquired if TDHCA had a similar ability to apply for these funds and Mr. Long explained that they did, as did the local housing finance agencies (HFAs). He noted that per statute, the total housing cap was broken up between TDHCA, TSAHC and the local HFAs. It was pointed out though that the 3 groups had different audiences and programs, so we weren’t necessarily in competition. Mr. Dietz inquired about how the bonds were rated and Mr. Miller explained that they were rated based on the collateral for the bonds, which in this case were the Ginnie Mae government backed mortgages. This usually led to a triple A rating. It was noted that the bonds weren’t sold competitively, and instead were almost always negotiated. Mr. Dietz made a motion to approve a resolution authorizing one or more applications to the Texas Bond Review Board for reservation of single family private activity bond authority in an amount not to exceed $150,000,000. Mr. Akers seconded the motion. Motion passed unanimously. Tab 5 Presentation, Discussion and Possible Approval of a Loan in the Amount of

$356,125 for the Rita Blanca Apartments Project in Dalhart, Texas under the Corporation's Multifamily Direct Lending Program

Mr. Danenfelzer explained that the Guadalupe Economic Services Corporation served 30 different counties in the Panhandle Plains area. He noted that they were formally established in the 1970s and received their 501(c)(3) status in 1987. Mr. Danenfelzer stated that they provided supportive and management services to the communities in the area as well as homebuyer education and down payment assistance. Mr. Danenfelzer explained that the organization was now looking to be more directly involved in affordable housing, and was proposing the Rita Blanca apartments. Mr. Danenfelzer explained that they had already received a funding commitment from the USDA’s Rural Housing Service under their 514-516 Program, which specifically targeted farm and agricultural workers. Mr. Danenfelzer explained that in Dalhart, there was large scale farming and ranching, and recently there had been enormous growth in the dairy industry. Because of this, the area had seen an enormous amount of growth in the last five years, and as a result there had been a number of attempts to put affordable housing in the area. Mr. Danenfelzer explained that the application before the board would likely be the first project that had the potential for approval and moving forward. Referring to the materials provided in the board packet, Mr. Jones inquired why a formal market analysis had not been done. Mr. Danenfelzer explained that they were usually done on the larger bond transactions, and USDA had not required the formal market analysis for their funding. Mr. Danenfelzer also spoke about the regional reports that were available through the USDA that were used as the basis for the original underwriting of the $2.6 million in USDA funding for the property. He explained that it would be difficult to request further analysis and do rural rental property analysis because so few rural rental properties existed around the state. Mr. Danenfelzer elaborated further. Mr. Danenfelzer then spoke to the funding from USDA which except for

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$100,000, was entirely grant funding. Mr. Danenfelzer briefly explained how USDA underwrote their grants and loans under the 514-516 Program. Mr. Danenfelzer informed the Board that the property was costing more then USDA was willing to pay, which was why there was a need for gap financing which the loan from TSAHC would provide. Mr. Danenfelzer explained that the reason for this was because of their plan to make the units slightly larger then what was required by USDA. Mr. Jones inquired about how USDA determined what size grant to give, and Mr. Danenfelzer explained that they looked at the capacity for the property to repay. Given the local rents and the collection and operating costs, they determine a split between loan and grant. In this case, Dalhart was a small community in a very rural area that would not see a great deal of cash flow from rents to be able to cover an enormous amount of operating support. That was why in the end, it balanced out to a $100,000 loan and the rest in grant funding. Mr. Danenfelzer explained that pending approval by our board, the loan/grant from USDA would move forward. Mr. Danenfelzer turned back to the proposed loan with TSAHC, in the amount of $356,125 and discussed the term of the note. He pointed out that there was a typo in the write-up. He explained that under the recommendations section, it should read 5.5% for a 15 year term amortized over 20 years. Mr. Danenfelzer explained that the land for the project was already under contract, and pending approval of our loan, USDA would give them the go ahead to purchase the land. He noted that the contract was in place until November and the price for the land had been set. Mr. Danenfelzer also noted that the closing fees were not included in the loan amount. Mr. Dietz inquired if we would be conducting asset oversight and compliance reviews on the property and Mr. Danenfelzer stated that we would not be doing compliance, but would be doing an annual asset oversight review. He also noted that this would be a non-recourse loan because of the grant funding they had attained. He explained that only in situations where we would have significant issues of risk about the borrower and property itself would we consider a recourse loan. Mr. Jones inquired about our track record on non-recourse loans and Mr. Danenfelzer explained that we had had no foreclosures occur on non-recourse loans and added that there had been no foreclosures on any loans under the multifamily direct lending program. Mr. Akers inquired as to how this loan had come about and Mr. Danenfelzer recalled that Corporation staff had participated in several meetings about farm worker housing over the last two years. He spoke about knowing the consultant on the transaction for many years, and last fall they had discussed the property at the Farm Worker Labor Summit. It was at that time that we were approached about the project. Ms. Leon made a motion to approve a loan in the amount of $356,125 for the Rita Blanca Apartments Project in Dalhart, Texas under the Corporation's Multifamily Direct Lending Program. Mr. Dietz seconded the motion. Motion passed unanimously. Tab 6 Presentation, Discussion and Possible Approval of a Resolution Granting

Authority to the President of the Corporation to Accept an Amendment or New Contract for Additional Funding From the Texas Department of Housing and Community Affairs Through the Texas NSP Program for the Affordable Communities of Texas Program

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Mr. Danenfelzer refreshed the board’s memory that Texas had received a total of $101 million in Neighborhood Stabilization Program (NSP) funding and of that the Corporation had been allocated $5 million. Because the Corporation was successful in committing this funding, TDHCA had asked us to consider applying for more funding that was now available via de-obligated funds. Staff had discussed this proposal and had also explored the idea of doing an amendment to the existing contract between TSAHC and TDHCA. Mr. Danenfelzer explained that the Executive Director of TDHCA had the authority to award a 25% increase. In the end, staff had opted to ask for and accept an increase to our current allocation instead of applying for more funding. Mr. Danenfelzer explained staff’s reasoning that an allocation greater then $1.25 million (the 25% increase) would be more difficult to commit, and staff felt that because of the timeline it might be overreaching to ask for more (funds needed to be committed by September 1). Mr. Danenfelzer stated that, in a letter to Mr. Gerber, Executive Director of TDHCA, the Corporation had asked that an amendment be made to the existing contract and that it be in place by the end of the week. This would afford staff the ability to be thorough in their due diligence review of each contract. Discussion occurred as to all the steps that would need to take place before contracts could be filed in the contract system. Mr. Jones asked about TDHCA’s feelings regarding the amendment. It was noted that the option to increase the contract by 25% increase had been offered to us by Mr. Gerber along with the option of applying for more funding. Mr. Long spoke further to discussions that took place among staff and Mr. Gerber and Mr. Gouris, Deputy Executive Director at TDHCA, regarding the deal. Discussion followed. Mr. Long explained that staff had decided to bring this to the Board’s attention because it was for such a large amount of money. While it was just an amendment to a contract, staff had wanted the board’s blessing on the transaction. Ms. Leon made a motion to approve the resolution granting authority to the President of the Corporation to accept an amendment or new contract for additional funding from the Texas Department of Housing and Community Affairs through the Texas NSP Program for the Affordable Communities of Texas Program. Mr. Akers seconded the motion. Motion passed unanimously. Tab 7 Presentation and Discussion of the Corporation’s Draft 2010-2013 Strategic

Plan. Mr. Long noted that he had already spoken about the draft Strategic Plan during his President’s report. Mr. Long noted that the final Strategic Plan would be provided to the members at the next meeting. Closed Meeting Mr. Jones called for a brief recess so that the board members could go into closed meeting, as allowed under Texas Government Code § 551.074, personnel matters. The time was 11:37am. The board came out of closed meeting and resumed the open meeting at 11:54am. Open Meeting

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After discussion, it was determined that the next board meeting would be held on Thursday, August 12, 2010 at 10am. The board briefly discussed the 2009 Annual Report. Adjournment Mr. Jones declared the meeting adjourned at 11:55 am. Respectfully submitted by________________________________________________ Laura Ross, Corporate Secretary


Held at the offices of Texas State Affordable Housing Corporation

2200 E. Martin Luther King Jr. Blvd. Austin, TX 78702

August 12, 2010 at 10:00 am

Summary of Minutes Call to Order, Roll Call Certification of Quorum The Board Meeting of the Texas State Affordable Housing Corporation (the “Corporation”) was called to order by Jo Van Hovel, Vice Chair, at 10:00 am, on August 12, 2010 at the offices of Texas State Affordable Housing Corporation, 2200 E. Martin Luther King Jr. Blvd, Austin, TX 78702. Roll Call certified that a quorum was present. Members Present Jo Van Hovel, Vice Chair William H. Dietz, Jr., Member Cynthia Leon, Member Members Absent Bob Jones, Chair Jeran Akers, Member Staff Present David Long, President Liz Bayless, Executive Vice President Melinda Smith, Chief Financial Officer Nick Lawrence, Controller Betsy Lau, Accountant David Danenfelzer, Development Finance Programs Manager Benjamin Crawford, ACT Program Coordinator Joshua Schirr, Asset Oversight and Compliance Manager Sarah Schildmier-Bloom, Asset Oversight and Compliance Specialist Cynthia Gonzales, Office Manager and Assistant Corporate Secretary Laura Ross, Corporate Secretary Special Guests Dan Dill, American Opportunity Foundation Philip Kennedy, American Opportunity Foundation Don Mikeska, Mikeska, Monohan & Peckham Robin Miller, First Southwest Company Brian Owens, Office of the Governor Chip Rainey, Greenberg Traurig Neal Rackleff, Locke Liddell

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Chris Spelbring, Morgan Keegan President’s Report Mr. Long began by introducing Ms. Bayless, the Corporation’s new Executive Vice President. He noted that she would be joining TSAHC in September. Mr. Long also introduced the guests in the audience: Mr. Rainey with Greenberg Traurig (general counsel), Mr. Spelbring with Morgan Keegan (underwriter), Mr. Miller with First Southwest Company (financial advisor), and three guests here to discuss Tab 2. Mr. Long deferred those introductions until the tab item. Mr. Long then proceeded to go through the program area reports. He spoke about the Mortgage Credit Certificate (MCC) Program, noting that $20 million had already been originated in the existing program leaving about $43 million left in available funds. Ms. Leon inquired if there had been a slow-down in the programs as a result of the federal tax credit going away. Mr. Long noted that because rates were so low right now, he felt the MCC program would continue to do well, and would not be in competition with the home loan programs which offered a higher interest rate because of the down payment assistance that came with them. Mr. Long continued to talk about the market and how the programs would hopefully fair. He then briefly summarized the single family reports included in the board packets. Mr. Long turned to the Development Finance report and recalled that the Corporation had agreed to an additional $1.25 million from the Department of Housing and Community Affairs (TDHCA) in Neighborhood Stabilization Program (NSP) funding. Mr. Long reported that a contract was currently being considered that would utilize most of those additional funds. Mr. Long noted that the deadline for getting funds under contract was September 3rd. Mr. Danenfelzer gave a brief update on the program. He noted that at the time the report was generated there was approximately $700,000 available to commit, however since then additional contracts had been received. Taking those into consideration, he estimated that there was $200,000 still eligible for commitment. Mr. Danenfelzer noted staff’s internal deadline of August 15th for having all contracts in place so staff would have time to complete their due diligence and get the contracts entered into the system with TDHCA by September 1st. Mr. Long stated how pleased he was with how the program was going. Mr. Long addressed Tab C, the quarterly compliance report. Ms. Leon asked about the requirements for low and very low income residents at each of the properties. Mr. Schirr noted that 20 percent of the units needed to be at 50% and below the area median income (AMI) and 75 percent of the units needed to be at 80% and below the AMI. Mr. Schirr also addressed the highlighted properties on the report that were currently out of compliance with these requirements. He noted that since the report was generated, Settlers Cover and The Remington had been brought back into compliance. The Wharf and White Rock still remained out of compliance. Mr. Schirr briefly spoke to what was done when properties were out of compliance, including sending corrective letters and notifying the owners. Ms. Leon also inquired about the resident services report and what was required of the properties. Mr. Schirr noted that the properties needed to provide at least 5 services per quarter and staff provided each property with a list of eligible services. He also noted that this requirement was found in the bond documents. Discussion followed regarding the resident services being provided and ways they could be provided at little or no cost to the property. Mr. Long turned to Tab D, and updated the board on the change of trustee for American Housing Foundation, one of the portfolios under the 501(c)(3) bond program. Mr. Long briefly recalled

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for the Board that AHF was in default and going thru bankruptcy. Mr. Long explained that Wells Fargo, the trustee on the portfolio, had requested that we allow them to resign that position due to a claim against the bankruptcy which caused a conflict of interest. Mr. Long noted that MBIA Insurance Corporation was the bond insurer and had the right to designate the successor trustee paying agent. He noted that Wells Fargo would be replaced with US Bank. Mr. Long then addressed Tab E, the monthly budget and investment reports. He noted that we were right on track with what had been projected, and added that there would be discussion under Tab 3 regarding the budget for FY2011. Discussion briefly followed. Mr. Long turned to Tab F which consisted of the minutes from the Texas Community Capital Board Meeting. Mr. Long recalled that TSAHC partnered with TACDC over TCC, which was a 501(c)(3) non-profit. Mr. Long noted that TCC’s board structure consisted of 2 TSAHC board-elected members, 2 TACDC board-elected members, and then 1 member elected by the other board members. Mr. Long noted that the minutes for the July meeting had been provided to the members and that a meeting would not be held in August. He also noted that TCC’s website was now up and operational (www.tccapital.org). Mr. Long reported that Ms. Howard and TSAHC staff were working with TACDC staff to complete the CDFI application. Mr. Long then thanked Mr. Jones for attending a legislative meeting in Houston with Ms. Taylor. Mr. Long also noted that Ms. Howard was currently representing TSAHC at the National Housing Conference. Turning to the Texas Foreclosure Prevention Task Force, Mr. Long noted that the Task Force was asked by NeighborWorks to help put on an event in Austin (one of 10 nationally) that would highlight the fact they have served over 1 million borrowers by providing foreclosure prevention counseling. Mr. Long recalled that TSAHC administered the NFMC program on behalf of TDHCA. He noted how pleased he was to work with them, as well as Neighborworks. Mr. Long informed the Board that NeighborWorks had recently given the Corporation a $60,000 grant to help with the NFMC funding and materials for the event previously discussed, as well as for loan scam mitigation awareness. Mr. Long turned the Board’s attention to the construction, noting that it was a little over two thirds of the way completed. Discussion turned back to TCC and Mr. Long spoke to its origins and the reasons for TSAHC’s involvement. Tab 1 Presentation, Discussion and Possible Approval of Minutes of the Board

Meeting held on July 8, 2010. This tab item was tabled until the following meeting, so that more people who were present for the meeting in question could vote. Tab 2 Presentation, Discussion and Possible Approval of a Resolution Regarding

the Submission of a calendar year 2010 Application for Allocation of Private Activity Bonds, Notice of Intention to Issue Bonds and State Bond Application to the Texas Bond Review Board and Declaration of Expectation to Reimburse Expenditures with Proceeds of Future Debt for the AOF – Texas Affordable Housing Pool Project.

http://www.tccapital.org)

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Mr. Danenfelzer began by introducing the guests in attendance to discuss the tab item: Mr. Kennedy with American Opportunity Foundation (AOF), Mr. Dill with George K. Baum, and Mr. Rackleff with Locke Liddell. Mr. Danenfelzer explained that staff had received an application from AOF that proposed to purchase seven properties in foreclosure that were currently affordable housing developments. Mr. Danenfelzer noted that five of the properties were currently a part of the American Opportunity for Housing (AOH) portfolio. They were Briarcrest, Clover Hill, Hillcrest, Mill Creek and One Westfield Lake. He noted that the other two properties, while outside of the portfolio with TSAHC, were also owned by AOH. Mr. Danenfelzer explained that the properties were being foreclosed on by the bondholders and that AOF hoped to preserve the affordability of the properties and restructure the debt on the properties so that it was a more reasonable amount. Mr. Danenfelzer briefly explained the process for approving a deal under the Private Activity Bond (PAB) program. He explained that first an inducement resolution would need to be passed by the board. Once passed, staff would have the ability to submit an application to the Board Review Board (BRB) to reserve the bonds. After this, public hearings would be held in each of the communities where the properties were located. Then, staff would work out deal points including structuring the bonds. Once all of this was done, the staff would bring the transaction back to the board with a resolution asking for the board’s final approval to issue the bonds. At that meeting, Mr. Danenfelzer explained that the board would be given a full presentation of the underwriting and public hearing feedback. If the board decided to pass the resolution, staff would then go back to the BRB and request that the bonds be issued. At that time, they could either waive our application for final approval without a review, or we would have a review before the BRB regarding the deal. Mr. Danenfelzer noted that this would likely be the case because very few of these types of transactions had taken place in recent years. Mr. Danenfelzer noted that the five properties within the AOH portfolio had payment in lieu of taxes (PILOT) agreements in place. Mr. Danenfelzer recalled that these were only paid if cash flow was available. Mr. Danenfelzer referred to Mr. Rackleff, noting that he had been retained to help structure the PILOT agreements, work out issues with the local taxing entities, and look at future PILOT agreements for the properties so that the local taxing entities could recapture some benefit on these properties which would still maintain a tax exemption. It was confirmed that these properties would continue to serve low income and very low income individuals. Mr. Kennedy introduced himself to the board. He gave a brief history of AOF and noted that he had been President of the organization since 1995. He stated that AOF was involved in 50 partnerships with over 5000 affordable units. He added that they were currently working to do their due diligence on the proposed transaction, including inspections and appraisals. Mr. Dill then spoke to the structure for the financing and discussed all the third party reports that had been ordered. He noted that the plan was to do a rated senior subordinate bond issue with S&P as the rating agency. There would be several series of bonds, with the rated portion making up 90 percent of the overall financing. Mr. Dill stated that the bonds would be bought at a discount and $4.75 - $5 million in rehab would be done on each of the properties. No tenant displacement was anticipated. Mr. Kennedy made a special note that his organization was not the same as AOH, and they were in no way affiliated with them.

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Mr. Rackleff spoke briefly to how the PILOT payments would be handled once AOF took over the properties. Mr. Rackleff pointed out the unusual nature of the existing agreements, in that they were made between the property owner and TSAHC, as opposed to between the property owner and the taxing jurisdiction. It was thought that they were done this way to expedite the process so the owner would not have to negotiate with multiple taxing entities. Mr. Rackleff explained that under AOF, the agreements would be changed so that they would now be between the property owner and the taxing entities. Mr. Rackleff added that he would be working on the new agreements and also negotiating with the taxing entities about the past taxes that were due. Mr. Dietz asked for clarification from a bond perspective, and Mr. Danenfelzer explained that AOF was asking to be issued private activity bonds that would replace the existing bonds that were now in foreclosure. He also noted that the properties would be purchased at a considerable discount; that while there was currently $62 million in debt for the five properties in the AOH portfolio, only $52 million in bonds would be issued for all seven properties. It was also clarified that, as a conduit issuer, TSAHC would not carry any liability with the bondholders. Discussion followed briefly about market conditions, and how they had changed considerably since the bonds were originally issued. It was noted that this was the reason that many of the properties were facing foreclosure. Mr. Dietz commented that the proposed deal would be a way to mitigate the bad situation these properties were in. Mr. Danenfelzer briefly spoke about the properties themselves – how many units they had and where they were located. Mr. Miller, financial advisor for the Corporation, stepped in and offered his opinion on the deal. Mr. Miller noted that the financing that was being replaced was at 100%. This meant the owner didn’t have any equity in the deal so when problems came up, they didn’t have any funds to draw on. He inquired as to how much equity the new developer planned to put into the deal and how they were going to avoid running into problems in case the market went south. Also, Mr. Miller posed the question of how the owner would improve occupancy and what kind of rehab did they plan to perform. In addition, Mr. Miller inquired why they had come to TSAHC instead of TDHCA for this financing. Mr. Kennedy and Mr. Dill explained that AOF would be putting $1.5 million cash into the deal, and the existing bond holder would be leaving $6.2 million in the deal as a seller note. Mr. Kennedy addressed the lower occupancy, stating that they would take a very conservative underwriting stance, so that the financing structure in place wasn’t stressed at 75% occupancy. With rehab, good ownership and the replacement of the current management team, the changes seen would be significant. It was noted that the current owner, AOH, would have no involvement in the changes that were made. It was also noted that the new management company would be in place within a week. It was clarified that the financing being sought today was private activity bonds without tax credits. Mr. Dill acknowledged that there was a rehab requirement and noted that 15% rehab would be done on each property, or between $4.75 and $5 million at each property. He noted that at some of the properties very little would need to be done, however at others it was likely that more than 15% would need to be done. It was concluded that after the final engineering studies came back, the 15% minimum might be raised. It was the hope that after the repairs that were made, the occupancy on the properties would improve. Mr. Miller inquired as to why they would not be seeking tax credits. Mr. Danenfelzer explained that since the properties were originally financed by us in 2002 and rehab had been done at that time, they were not eligible by IRS standards for tax credits until 2012. He also noted that

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because they would be going the private activity bond route, they would have the opportunity for tax credit equity under the 4 percent program in 2012. It would be a unique situation to apply for credits after the fact, but it was still a possibility. It was noted again that there would be $1.5 million in cash equity put into the deal, along with $6.5 million left as a seller’s note by the existing bondholders. Discussion followed regarding the equity and rehab. Mr. Long briefly went over the purpose of staff presenting this to the board today, which was to garner their approval of an inducement resolution that would allow staff to continue due diligence work on the deal as well as submit an application to the BRB for the bonds. He briefly summarized the proposed project. Mr. Long noted that the staff’s recommendation was to proceed. Mr. Dietz noted that it would be very positive if we were able to do something about this problem as long as we didn’t go down the same road as we did in 2002. He added that because of the different financial structure, it looked like that could be avoided. Mr. Long stated that this would potentially bring political feedback because it was involving the 501(c)(3) deals, however with this transaction we would be remedying the situation and preserving affordable housing. Mr. Long also noted that the PILOT payment process was very important to the Corporation, so the fact that AOF planned to go in and negotiate with the taxing entities was a very positive step. Discussion followed on the importance of maintaining the affordability. Mr. Danenfelzer briefly discussed the timeframe going forward. If approved today, staff would move forward with applying for the reservation from the BRB, and they would hold the TEFRA public hearing. He hoped the TEFRA process along with the PILOT payment negotiations would be complete by the end of October and then hopefully staff would bring the deal back before the board for final approval in November. He explained that once the reservation was made with the BRB, we would have 150 days to bring it back to the BRB for final approval. Ms. Leon made a motion to approve the resolution regarding the submission of a calendar year 2010 application for allocation of Private Activity Bonds, Notice of Intention to Issue Bonds and State Bond Application to the Texas Bond Review Board and declaration of expectation to reimburse expenditures with proceeds of future debt for the AOF – Texas Affordable Housing Pool Project. Mr. Dietz seconded the motion. Motion passed unanimously. Tab 3 Presentation and Discussion of the Fiscal Year 2011 Draft Operating Budget. Ms. Smith explained that staff was currently working on the FY2011 Operating Budget. She stated that the budget was based on a number of factors and projections, and the accounting staff would be meeting with the program areas to determine what was needed for their areas. The accounting staff would also look at historical revenues and expenditures to formulate the budget. Ms. Smith stated that after this was done the budget would be presented to both the Audit Committee and full board. Mr. Long noted that the budget information would be sent to the Board members in advance of the meeting so they had plenty of time to review it. Mr. Long added that staff was not seeking an approval with this tab item, they only wished to inform the board of the process they would be undertaking to compile the final budget. Tab 4 Presentation, Discussion and Possible Approval of a Resolution to Restate,

Ratify, and Affirm the Officers of the Corporation, Including Ratification of Hiring to Fill Vacant Position of Executive Vice President, and to Designate

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and Restate the Signature and Approval Authority of Officers and Certain Staff for the Corporation.

Mr. Long recalled that when Ms. Closmann resigned in May, a resolution was approved by the board that gave Mr. Danenfelzer and Ms. McGilloway signature authority regarding their programs. This was done so that in his or Ms. Smith’s absence there would be someone else available who had signature authority. Mr. Long turned to the resolution before the board today, and explained that it confirmed Ms. Bayless as Executive Vice President, and confirmed her signature authority for the Corporation in the same capacity held by Ms. Closmann. Mr. Long noted that this signature authority would take effect the date she started at the Corporation which would be at the beginning of September. Mr. Long noted that Ms. McGilloway and Mr. Danenfelzer would maintain their signature authority until Ms. Bayless came on board. Mr. Rainey quickly noted that the resolution also restated and ratified all the officers of the Corporation including Ms. Bayless, because it was the Board’s authority to appoint the officers of the Corporation. He also noted that Ms. McGilloway and Mr. Danenfelzer would continue to have signature authority until Ms. Bayless came on board, at which time their authority would go away. Discussion briefly followed regarding the officers of the Corporation. Mr. Dietz made a motion to approve the resolution to restate, ratify, and affirm the Officers of the Corporation, including ratification of hiring to fill vacant position of Executive Vice President, and to designate and restate the signature and approval authority of Officers and certain staff for the Corporation. Ms. Leon seconded the motion. Motion passed unanimously. Tab 5 Presentation, Discussion and Possible Approval of the Corporation’s 2010-

2013 Strategic Plan. Mr. Long first thanked Mr. Owens with the Governor’s office for attending the meeting. He then turned to the Corporation’s Strategic Plan and recalled that staff and board had begun to formulate the Plan at the Board Planning Session in January. Staff had continued to work on it afterwards with continued guidance from Greenlights. Before the board today was the final product. Mr. Long thanked staff and board for their work and input on the project. He then proceeded to go through the Plan for the board’s benefit. He noted that the beginning outlined our mission, vision and core focus statement which was “We leverage innovative partnerships and financial resources to improve housing resources for under-served families and communities.” Mr. Long spoke to how this statement could serve as a filter for projects and opportunities in the future. He pointed out that the next section gave a brief summary of the organizational background of the Corporation and also spoke to the programs the Corporation would be offering in the next few years. The next portion of the Plan outlined the four goals of the Corporation. They were: 1) To improve housing opportunities for families and communities with limited housing choices, 2) To better align Board, staff and technological resources to more efficiently achieve key program goals, 3) To ensure that the Corporation’s sustainability through increasing program and contributed revenue, and 4) To raise awareness of the housing opportunities made possible by the Corporation. He briefly elaborated on each goal and referred the board to the information included in the board packet that was more detailed.

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Mr. Long noted that the final section contained a staff and Board listing, as well as an organizational chart for the Corporation. He thanked the Board and staff again for their work and participation in the process. Ms. Leon made a motion to approve the Corporation’s 2010-2013 Strategic Plan. Mr. Dietz seconded the motion. Motion passed unanimously. Mr. Dietz thanked staff for including the Board in the process and congratulated them on formulating the Plan. Open Meeting After discussion, it was determined that Ms. Ross would check with each of the Board members regarding the September and October board meetings. After dates for each were determined, she would email the members and staff to let them know. Closed Meeting Ms. Van Hovel called for a brief recess so that the board members could go into closed meeting, as allowed under Texas Government Code § 551.071, consultation with legal counsel on legal matters. The time was 11:55 am. The board came out of closed meeting and resumed the open meeting at 12:25pm. Adjournment Ms. Leon made a motion to adjourn the meeting. Mr. Dietz seconded the motion. The motion passed unanimously and the meeting was adjourned at 12:25 pm. Respectfully submitted by________________________________________________ Laura Ross, Corporate Secretary

Texas State Affordable Housing CorporationProposed Operating Budget

Fiscal Year 2011

2010 2011Actual Budget

RevenuesServicing Revenue, Net of Subservicer Fees 282,456 187,300 Single Family 1,093,161 1,427,000 Asset Oversight, Compliance & Issuer Fees 831,113 277,100 Principal & Interest from Multifamily Loan Programs 166,161 166,000 Principal & Interest from Single Family Loan Programs 9,825 546,461 Grants & Donations 85,129 165,000 Investment Revenue 50,678 50,000 MLK Building Tenant Income 11,896 30,000

2,530,419 2,848,861

ExpendituresSalaries & Payroll Related Expenditures 1,319,000 1,475,000 Professional Services - Legal, Audit & IT 224,813 250,000 Foundation Fund Grants 200,000 250,000 MLK Building Purchase & Renovation 146,136 64,000 MLK Building Mortgage 70,834 71,000 MLK Building Maintenance 20,252 23,400 Multifamily Direct Lending Program 101,000 101,000 Travel & Meals 41,795 44,700 Furniture, Equipment, & Software 33,000 42,460 Marketing 19,812 23,650 Insurance 26,216 30,000 Professional Dues & Training 17,234 20,000 Sponsorships 12,020 10,000 Communication 12,365 12,800 Freight, Delivery, Postage & Storage 8,827 9,000 Printing & Office Supplies 7,540 8,000 Bank Fees & Charges 7,571 7,900 Publications, Subscriptions & Other Office Expenditures 6,650 6,700

2,275,065 2,449,610

255,354 399,251

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Tab 4

Presentation, Discussion, and Possible Approval to Engage Mikeska, Monahan & Peckham, PC for the Fiscal Year Ending August 31, 2010 Annual Independent Financial

Audit.

Discussion

RESOLUTION NO. 10-____

TEXAS STATE AFFORDABLE HOUSING CORPORATION

RESOLUTION TO APPROVE MODIFICATIONS TO THE CORPORATION’S PROGRAM RELATING TO THE NEW ISSUE BOND PROGRAM OF THE UNITED STATES TREASURY DEPARTMENT AND RELATED MATTERS

WHEREAS, the Board of Directors (the “Board”) of the Texas State Affordable Housing Corporation (the “Corporation”) previously approved the Corporation’s participation in the New Issue Bond Program sponsored by the United States Treasury Department (the “NIBP”) in connection with bonds issued by the Corporation relating to its single family mortgage revenue bond home loan programs (collectively, the “Program”), and issuance of Program Bonds and Market Bonds under such; and

WHEREAS, the Corporation issued its Single Family Mortgage Revenue Bonds, Series 2009, on December 23, 2010, in the principal amount of $73,640,000, in accordance with the terms of a Trust Indenture dated as of December 1, 2009, between the Corporation and the Wells Fargo Bank, National Association, as trustee (the “Indenture”); and

WHEREAS, the Board, now wishes to approve certain actions and amendments relating to the Program.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Texas State Affordable Housing Corporation:

1. That the Chairman, the Vice-Chairman, the President or Executive Vice President is hereby authorized and directed to enter into (a) modifications of the Indenture, and particularly Appendix A of the Indenture, as required by the United States Treasury Department in connection with the extension of the NIBP from December 31, 2010 to December 31, 2011, or as otherwise deemed necessary or desirable by the Chairman, the Vice-Chairman, the President or Executive Vice President in order to accomplish the purposes of the Program, (b) extensions and modifications of the existing warehousing and revenue sharing agreements with First Southwest Company, and any other applicable parties, in connection with the extension of such agreements through the end of calendar year 2011 and related matters, and the execution and delivery of related documents, certificates and other items.

2. That the President or Executive Vice President is hereby authorized to undertake market sales from time to time of mortgage-backed securities relating to the Program (which are warehoused or otherwise have not been delivered to the Trustee in connection with a “Release Date” under the Indenture, if such sale is deemed beneficial to the Program and/or the Corporation by the President or Executive Vice President.

3. That the Board reaffirms the use of a maximum amount of $1,200,000 of its unrestricted general funds for Program purposes, and authorizes, in addition to such maximum amount, the use of any net profits derived from the sale of such mortgage-backed certificates as described in Section 2 above for such purposes. Such amounts shall be applied for Program

purposes as determined in the discretion of the President, including but not limited to, down payment assistance, loan closing costs, Program-related transaction costs and reserve and capitalized interest amounts required by the rating agency.

4. That all prior actions taken by or on behalf of the Issuer in connection with the Program, the NIBP, the Indenture and the Bonds are hereby authorized, ratified, confirmed and approved.

PASSED, APPROVED AND EFFECTIVE this 21st day of October, 2010.


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70878787.2/10714695

RESOLUTION NO. 10-_____


Resolution Regarding the Conversion of Reservation for Allocation of Private Activity Bonds to Mortgage Credit Certificates and Containing Other Matters Incident and Related Thereto

WHEREAS, the Texas State Affordable Housing Corporation (the “Issuer”) has been duly created and organized pursuant to and in accordance with the provisions of the Texas Non-Profit Corporation Act, Article 1396-1.01 et seq. Vernon’s Annotated Texas Civil Statutes, as amended and under the authority of Subchapter Y of Chapter 2306, Texas Government Code, as amended (the “Act”), and the Issuer is authorized to establish a program to provide eligible mortgagors with low-interest home mortgage loans;

WHEREAS, the Housing Assistance Tax Act of 2008 (the “2008 Housing Act”) provides for a temporary issuance in the annual private activity bond volume cap under section 146 of the Internal Revenue Code of 1986, as amended, for qualifying housing issues;

WHEREAS, in IRS Notice 2008-79 the Internal Revenue Service provided guidance regarding certain provisions of the 2008 Housing Act, including a provision relating to the ability of an issuer of qualified mortgage bonds which had filed a proper carryforward election for volume allocation awarded under the 2008 Housing Act ( “2008 Housing Act Volume Cap”) to assign any portion of that 2008 Housing Act Volume Cap to another eligible issuer in the State;

WHEREAS, TSAHC, as an eligible issuer in the State, received 2008 Housing Act Volume Cap in the amount of $75,000,000 from the City of Dallas Housing Finance Corporation (the “Transferred HERA Cap”);

WHEREAS, the Transferred HERA Cap may be used in connection with any of the qualified mortgage bond or mortgage credit certificate programs the Corporation is authorized to provide;

WHEREAS, the Board of Directors of the Issuer will apply to the Texas Bond Review Board for a reservation of the Transferred HERA Cap for qualified mortgage revenue bonds to be converted to mortgage credit certificates for a 2011A Mortgage Credit Certificate (MCC) Program;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STATE AFFORDABLE HOUSING CORPORATION:

Section 1. That the Corporation hereby elects to convert all of the $75,000,000 of Transferred HERA Cap for qualified mortgage bonds to allocation for mortgage credit certificates.

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Section 2. That any officer of the Corporation is authorized and directed to execute and deliver any certificates and documents relating to the mortgage credit certificates and to take other actions deemed necessary or appropriate to implement a mortgage credit certificate program, including, but not limited to, the publication of any notices required in connection therewith.

Section 3. That all orders, resolutions, or any actions or parts thereof of the Board of Directors of the Issuer in conflict herewith are hereby expressly repealed to the extent of any such conflict.

Section 4. That this Resolution shall be in full force and effect from and upon its adoption.

[Remainder of page intentionally left blank]

70878787.2/10714695 S-1

PASSED, APPROVED AND EFFECTIVE this October 21, 2010.


Chairperson ATTEST:

______________________________Secretary

Housing and Health Services Coordination Council2010-2011 Biennial Plan

The Housing and Health Services Coordination Council (HHSCC) was created by Senate Bill 1878 during the 81st Texas Legislative Session. The purpose of this Council, as written in statute, is to increase state efforts to offer service-enriched housing through increased coordination of housing and health services. The HHSC Council seeks to improve interagency understanding of housing and services and increase the number of staff in state housing and state health services agencies that are conversant in both housing and health care policies. The creation of this Council was recommended to the 81st Texas Legislature by the Legislative Budget Board’s Effectiveness and Efficiency Report.

The HHSCC is composed of 16 members: eight members appointed by the Governor, and seven state agency representative members. Mr. Michael Gerber, Executive Director of the Texas Department of Housing and Community Affairs (TDHCA), serves as the Council Chair. TDHCA has staff dedicated to the coordination and management of the HHSC Council and its assigned duties. Ms. Paige McGilloway serves as the representative member of the Texas State Affordable Housing Corporation on this Council. Each member sits on one of two committees; either the Policy and Barriers Committee or Cross-Agency Education & Training Committee. Ms. McGilloway participates in the Policy and Barriers Committee.

The HHSC Council duties include: Develop and implement policies to coordinate and increase state efforts to offer

service-enriched housing, Identify barriers preventing or slowing service enriched housing efforts, Develop systems to cross-educate housing and health services agency staff, Identify opportunities for state housing and health service agencies to provide

technical assistance and training to local housing and health services entities, Develop performance measures to track progress, Develop a biennial plan to implement goals, and Deliver a report of findings and recommendations to the Governor by August 1st

of each even year.

The HHSC Council has been extremely active since the passing of this legislation and creation of the Council. The bulk of the HHSC Council’s work has been focused on defining service-enriched housing and receiving public input into the creation of the 2010-2011 Biennial Plan. As stated above and pursuant to Texas Government Code, §2306.1096-98, the HHSC Council was required to submit the 2010-2011 Biennial Plan to the Governor and Legislative Budget Board. The HHSC Council was successful in delivering the plan. The biennial plan provided to the Governor reports on the HHSC Council’s findings and recommendations.

Attached for greater review is the Board Action Request presented to the Texas Department of Housing and Community Affairs’ Board. It is a thorough summary of the HHSC Council’s accomplishments, the contents of the Biennial Plan, recommendations of the HHSC Council, and next steps of the HHSC Council.

As the HHSC Council moves forward, the Corporation will make every effort to implement those recommendations applicable to the Corporation’s programs and services.

HOUSING RESOURCE CENTER BOARD ACTION REQUEST

September 9, 2010

Report Item

Housing & Health Services Coordination Council 2010-2011 Biennial Plan

Background

COUNCIL ACCOMPLISHMENTS

The Housing and Health Services Coordination Council has been very active throughout this first year since inception. The first step undertaken by the Council was to engage in a public outreach process, inviting stakeholders from across the state to attend a series of public forums to provide feedback on the concept of service-enriched housing and the possible future directions of the Council.

Using this feedback, along with research on best practices from other states, the Council developed a definition of service-enriched housing that was adopted as a rule by the TDHCA Governing Board at its March 2nd, 2010 meeting. This definition helped to frame future actions of the Council, particularly the creation of its first Biennial Plan as required by statute.

Upon adoption of the rule, the Council next chose to embark on a series of Committee work sessions. The Council’s two committees, the Policy & Barriers Committee and the Cross-Agency Education & Training Committee, each attended biweekly conference calls to discuss and develop concepts and recommendations for meeting statutory directives and increase service-enriched housing. These work sessions resulted in the creation of the Council’s first Plan. The Plan has been approved by the Council and submitted to the Governor and Legislative Budget Board on September 1, 2010. A summary of the plan is noted below and the full content of the Plan can be found at http://www.tdhca.state.tx.us/hhscc/index.htm.

CONTENTS OF BIENNIAL PLAN

The Biennial Plan is organized into four distinct sections. Additionally, within each chapter of the Plan, the Council sought to address a different statutory directive.

Section One addresses the need to contextualize the issue of service-enriched housing by assessing the current need for such housing models amongst persons with disabilities and persons who are elderly and identifying the barriers that prevent them from obtaining it. These barriers include those attributable to regulatory requirements, administrative limitations, funding constraints, and ineffective coordination. The public forum series played a critical role in informing the Council on the issues of existing need and barrier identification and also provided invaluable input as the

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http://www.tdhca.state.tx.us/hhscc/index.htm

Council crafted a comprehensive definition of service-enriched housing and other relevant terminology.

Section Two of the Plan focuses on the research and information gathering efforts undertaken by Council staff to help inform the Council of methods for the implementation of service-enriched housing. Staff identified existing funding resources that could potentially be utilized for service-enriched housing. Additionally, staff presented the Council with an overview of efforts implemented in other states to increase service-enriched housing, a set of best practices which the Council evaluated for possible use in Texas.

Section Three of the Plan proposes recommendations to overcome the barriers identified in Section One and to achieve the overarching goal of increasing state efforts to offer service-enriched housing. Recommendations relating to the cross-education of state housing and health service agency staff were formulated and opportunities were identified for providing training and technical assistance to local provider organizations. Finally, policy recommendations for furthering state service-enriched housing efforts were developed.

Section Four of the Plan looks ahead to the possible implementation of Council recommendations, as well as the future direction of Council actions.

RECOMMENDATIONS OF THE COUNCIL

The Council created several broad recommendation categories for developing a system to cross-educate selected staff in state housing and health services agencies. First, the Council sought to address the need for standardized educational training opportunities and resource materials through the creation of a simple, user-friendly reference guide and accompanying series of training modules. Second, the Council recommended a greater utilization of information technology to facilitate communication between State agency staff through partnership with the Texas Information and Referral Network, the creation of a “Quick Facts” webpage within each State agency’s website, and creation of a monthly interagency listserv email announcement system. Third, the Council sought to improve intra-agency communication through an increased utilization of each agency’s intranet as a tool for information dissemination as well as through the creation of a periodic agency newsletter. Finally, the Council emphasized ways of incorporating information sharing and training into current staff activities and encouraged each agency’s executive leadership to promote cross-agency training and communication with their staff.

In establishing recommendations for assisting and training local entities, the Council again offered the use of a reference guide and training module, but this time geared toward community service providers. Additionally, the Council recommended a Service Enriched Housing Specialist training and certification be established. The Council next addressed the need for increased communication and collaboration between local organizations by encouraging the state’s Aging and Disability Resource Centers to establish relationships with local housing providers and by increasing rural capacity through annual community roundtables. Finally, the Council sought to meet the need for increased outreach and education for consumers through various recommendations, including: modification of the Your Texas Benefits website to become an information clearinghouse for housing and health services, creation of a cross-agency informational brochure for consumers,

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utilization of the Council’s website as a resource for outreach materials, and the creation of an educational presentation for property managers and owners.

Finally, the Council offered eleven housing policy and eleven service policy recommendations for increasing and promoting production of service-enriched housing. On the housing side, the Council first sought to promote the use of multifamily rental housing funding sources for the set-aside of housing units for very low income persons with disabilities and persons who are elderly and establishing a targeting plan for connecting these individuals with off-site services and supports. Second, the Council recommends incentivizing partnerships between housing providers and local service entities and establishing criteria for measuring the strength of these connections. A third Council recommendation is to pursue collaborations with community development finance institutions and private foundations whose mission is to assist persons with disabilities and persons who are elderly. Finally, the Council seeks to address the need for greater outreach efforts, including outreach to private sector housing developers to promote service-enriched housing models, as well outreach and assistance to consumers at risk of institutionalization.

In regards to health and human services policy recommendations, the Council sought to support the expansion and increased funding of those programs and services that have proven successful at assisting persons with disabilities and persons who are elderly to remain living independently in community based settings. These include Medicaid 1915(c) waiver programs, nursing facility diversion programs, Aging and Disability Resource Centers, and nursing home relocation activities. The Council additionally sought to increase supports for persons with mental illness or substance abuse disorders by recommending the inclusion of behavioral health services within all Medicaid 1915(c) waiver programs, increasing funding to the Assertive Community Treatment service packages of the Resiliency and Disease Management Program, expanding the Peer Specialist Program to Local Mental Health Authorities statewide, and allocating additional funding towards community based services and supports for individuals leaving the state mental health system.

NEXT STEPS OF THE COUNCIL

Given the statutory directives which guide the activities of the Council, the following outstanding tasks will direct the future actions of the Council moving forward:

Funding Requirements. In this first Biennial Plan, the Council was able to identify sources of state and federal funding that may be used to provide integrated housing and health services. Future plans will further this work by determining the requirements and application guidelines to obtain those funds.

Training Materials. In this first Biennial Plan, the Council made recommendations pertaining to the type and content of training modules for state agency staff as well as local provider organizations. Upcoming tasks for Council staff involve using Council recommendations to create such training materials and disseminate them, so to assist in the future development and financing of service-enriched housing.

Financial Feasibility Model. Another upcoming task for the Council and Council staff is to create a financial feasibility model that assists in making a preliminary determination of the financial viability

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of proposed service-enriched housing projects. Further communication and coordination with identified best practice organizations will aid in the completion of this task.

Tracking Database. In this first Biennial Plan, the Council identified a number of current service-enriched housing projects underway in Texas, as well as in other states. A future task for the Council and Council staff will be to develop a database that identifies, describes, monitors and tracks the progress of service-enriched housing projects developed in Texas.

Capacity Evaluation. A barrier to service-enriched housing mentioned during the public forum series dealt with the lack of capacity by local provider organizations. In order to delve further into this issue, Council staff will conduct an evaluation regarding capacity of statewide long-term care providers and interest by housing developers in investing in service-enriched housing.

Information Clearinghouse. In this first Biennial Plan, the Council made recommendations pertaining to the creation of central online resource for information regarding service-enriched housing. Council staff will build upon these recommendations to craft and maintain a clearinghouse of information that contains tools and resources for entities seeking to create or finance service-enriched housing projects.

Development Finance Programs Report

October 9, 2009

Agenda Item: Presentation, Discussion and Possible Approval of the Publication for Public Comment Guidelines, Scoring Criteria and Targeted Housing Needs for the Allocation of Qualified Residential Rental Project Bond Funds under the Multifamily Housing Private Activity Bond Program Request for Proposals and the 501(c)(3) Bond Program Policies for Calendar Year 2011. Background: Pursuant to §2306.565 of the Texas Government Code, the Corporation directs the Texas Bond Review Board on the issuance of the portion of the residential rental project bond funds set aside for the Corporation under §1372.0231(a) of the Texas Government Code. In accordance with the Corporation’s governing statute, we are required to release annually a Request for Proposals (the “RFP”) and updated 501(c)(3) bond policies that comply with both state and federal requirements. The Corporation’s Board of Directors, pursuant to §2306.565(b-e) of the Texas Government Code, is also required to adopt targeted housing needs for the allocation of bonds, review relevant needs assessment information, adopt criteria regarding the solicitation of proposals, and set criteria for scoring and ranking of applications. The attached RFP and 501(c)(3) policies fulfill these statutory requirements. Staff has conducted a review of several needs assessment sources, including the State Low-Income Housing Plan, market research published by the Real Estate Center at Texas A&M University, and other similar resources. Given the information in these reports, staff is recommending changes to both bond programs. The changes being proposed will increase scoring for key housing targets, adjust our asset oversight and compliance fee schedule, and make minor adjustments to our primary targeted housing needs categories. The Corporation’s bond counsel and financial advisor are reviewing the proposed policies and will provide regulatory updates, as needed. Staff Recommendation:

Staff recommends that the Board approve the attached black lined draft RFP and policy for publication to collect public comment.

Texas State Affordable Housing Corporation 2010 2011 Private Activity Bond Program

Request for Proposals

Texas State Affordable Housing Corporation P.O. Box 12637, Austin, Texas 78711

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The Texas State Affordable Housing Corporation is requesting proposals from qualified developers for the creation or preservation of multifamily residential rental projects. The Corporation is releasing this Request for Proposals to inform the public of the process and guidelines to be used in selecting qualified projects for financing with residential rental bond funds. Applications to be considered for an Inducement Resolution at the Corporation’s January 2010 Board meeting must be submitted by 5:00 pm on December 11, 2009The Corporation will begin accepting applications for inducement on January 3rd, 2011. All submissions thereafter must be submitted received at least 21 28 days prior to the Corporation’s Board meeting at which it the application will be considered for an Inducement Resolution. 1. Introduction.

a. The Texas State Affordable Housing Corporation (the “Corporation”) is a state sponsored nonprofit corporation that serves the housing needs of low, very low and extremely low-income Texans and other underserved populations who do not have comparable housing options through conventional financial channels. The Corporation will accept applications from residential rental developers (“Developers”) to acquire and rehabilitate, or construct new affordable multifamily rental developments (“Developments”). Pursuant to §2306.565 of the Texas Government Code, the Corporation shall direct the Texas Bond Review Board on the issuance of the portion of state ceiling set aside for the Corporation under §1372.0231(a) of the Texas Government Code. The Corporation’s available volume cap will be 10% of the State’s available volume cap for residential rental private activity bonds. For 20102011 the amount is estimated to be approximately $48 million.

b. This Request for Proposals (the “RFP”) has been adopted by the Corporation’s Board of Directors based on a review of the state’s strategic housing needs, the demonstration of local community support, and solicitation from local and regional housing organizations, pursuant to §2306.565 of the Texas Government Code. This RFP defines the methodology that staff shall use to review applications and creates the criteria for scoring and ranking applications.

c. This RFP shall be extended month-to-month until such time as the Corporation chooses to close the RFP to further submissions, based on the amount of funds awarded or induced by the Corporation’s Board. A notice that the RFP has closed will be posted to the Corporation’s website, and written notice will be provided to any Developer who submits an application prior to the release of the closing notice. The Corporation reserves the right to re-open the RFP in the event that additional volume cap becomes available or otherwise.

d. Contact Information. All questions about the RFP and Application Process can be directed in writing to:

Manager of Development Finance Texas State Affordable Housing Corporation

2200 E. Martin Luther King Jr. Blvd. Austin, Texas 78702 Tel. 512-477-3555 Fax 512-477-3557

Email: [email protected]

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2. Targeted Housing Needs. Pursuant to §2306.565(b) of the Texas Government Code, the Corporation’s Board has identified target areas of housing need within the State of Texas (“Targeted Housing Needs”) for the allocation of qualified residential rental project bond funds. The Targeted Housing Needs are based on research conducted by the Corporation, including a review of the State’s strategic housing needs, relevant housing needs assessments and information from local and regional stakeholders. To this end, the Corporation’s Board has adopted four Targeted Housing Needs. The Corporation shall only accept applications in response to this RFP that fulfill at least one of the following Targeted Housing Needs.

a. At-Risk Preservation and Rehabilitation. The preservation and rehabilitation of existing affordable rental housing developments shall be defined as existing affordable housing in need of significant structural repairs and mechanical systems updates. The housing must currently have a Regulatory Agreement or Land Use Restriction Agreement (the “LURA”) placed on it by a public body and recorded along with the deed of trust. The rehabilitation of housing units must involve at least $15,000 per unit of rehab, but not more than $5,000 per unit in site work costs may be included in the calculation. Developments shall include temporary tenant relocation expenses, but may not cause the permanent relocation of existing low-income tenants;

b. Rural Housing. A rental housing development located within an area that is: (a) outside the boundaries of a primary metropolitan statistical area (PMSA) or metropolitan statistical area (MSA); or (b) within the boundaries of a PMSA or MSA, if the area has a population of 20,000 or less and does not share a boundary with an urban area;

c. Senior and Assisted Living Developments. Senior and Assisted Living Developments must meet at least one of the following definitions in order to qualify under this Targeted Housing Need category.

i. A proposed Development that meets the requirements of the federal Fair Housing Act and: a) is intended for, and solely occupied by, individuals 62 years of age or older; or b) is intended and operated for occupancy by at least one individual 55 years of age or older per unit, where at least 80% of the total housing units are occupied by at least one individual who is 55 years of age or older; and where the owner publishes and adheres to policies and procedures which demonstrate an intent by the owner and manager to provide housing for individuals 55 years of age or older. (See 42 U.S.C. Section 3607(b)); or

ii. Is a Development financed under the PAB program in accordance with limitations set by the Internal Revenue Service on Assisted Living Developments, and is a) affordable rental housing combined with minimal medical or supportive services; b) targeted to persons with disabilities, but with at least 60% of units open to any qualified renter; and c) at least 10% of the units are affordable to persons earning less than 30% of the area median income.

d. Disaster Relief Hurricane Ike Housing Relief. The Corporation shall consider any eligible multifamily residential rental housing Development, including rehabilitation and new construction, located in any one, or more Texas Counties affected by Hurricanes Ike and Dolly, as identified in a Federal Emergency Management Agencyies disaster declarations





FEMA – 1791 – DR, Texas and FEMA – 1780 – DR, Texas, to be eligible for financing under this RFP. The Corporation shall publish a list and map of the counties covered in the declarations on its website.

3. Housing Needs Set-Aside. To ensure that bond cap will be available for specific housing needs the Corporation has determined that until April 1, 2011, 20% of its annual available volume cap will be reserved for developments that:

a. Include at least 50% of housing units located in a qualified rural community, as defined by this policy; or

b. Include at least 20% of housing units built to be accessible for person with mobility impairments and special needs populations as defined by this policy.

3.4. Application Submission. The Corporation shall publish an application package to its website. Developers should download and complete the application pursuant to the guidelines for completion as included in the application instructions. The Corporation shall require an application submission fee of $1,500.

4.5. Application Review.

a. Applications to be considered for an Inducement Resolution at the Corporation’s January 2010 Board meeting must be submitted by 5:00 pm on December 11, 2009. All submissions application thereafter must be submitted at least 21 28 days prior to the Corporation’s Board meeting at which it will be considered for an Inducement Resolution. Applications must be received by 5pm, regardless of delivery method, on the date listed on the Corporation’s website as the 21 28 day deadline. The Corporation shall bring before the Board only those applications received in a timely manner that have completed the review process.

b. The Corporation may delay the presentation of an application to the Board if there are errors, omissions or insufficient documentation that the Corporation deems necessary to complete its review. If an application fails to fulfill the minimum threshold criteria for the private activity bond (“PAB”) program, the application will not be accepted by the Corporation for further review.

c. All applications that have completed the review process shall be presented and recommendations for awards will be determined based on final scores and availability of funds. If the Corporation utilizes all of its volume cap prior to approving an Application, the Application shall be held for a period of 120 days from its date of submission and may be considered for a future award, if volume cap becomes available.

5.6. Threshold Criteria. All applications submitted to the Corporation shall be required to meet the following minimum Threshold Criteria (“Threshold Criteria”) in order to be considered for an allocation of Bonds by the Corporation. Applications not meeting the criteria listed below shall be subject to termination by the Corporation.

a. Affordability Threshold.

i. The Corporation seeks to provide housing to a mix of eligible households, including low, very-low and extremely-low income persons. Developers who are successful at receiving an allocation of PABs shall agree to the following minimum terms and

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conditions through a Regulatory Agreement. At a minimum, all Developments will be required to meet the following income and rent restrictions:

A. A minimum of twenty percent (20%) of the units in a Qualified Residential Rental Development must have Gross Rents that are restricted to households with incomes no greater than fifty percent (50%) of the Area Median Income (“AMI”), adjusted for family size, or at least forty percent (40%) of the units in the Development must be affordable to persons and families with incomes at or below sixty percent (60%) of the AMI, adjusted for family size.

B. Rent Restrictions. Gross monthly rent charged on an income restricted unit will not exceed 30% of the applicable AMI.

ii. The length of Affordability Requirements shall be maintained for a period of at least 15 years, or as long as the bonds are outstanding.

b. Experience Threshold. All Developers must be able to demonstrate sufficient experience in the development, ownership and/or management of affordable housing developments in order to be considered for an allocation. Developers shall submit evidence that they have been involved in the development or ownership of the greater of 75 units or 50% of the total proposed Development units. The Corporation will only count projects that are determined to be successful examples of affordable housing development, which includes properties in continuing operation, historical and current compliance reporting, and any other factors that the Corporation determines to be relevant.

c. Construction Threshold. All Development must adhere to all construction, energy efficiency, accessibility and site development standards set by and approved under the 2010 2011 Housing Tax Credit Qualified Allocation Plan (“2010 2011 QAP”) as approved and signed by the Governor of Texas. The Corporation’s Board reserves the right to set standards more stringent than the 20102011 QAP, and Developers are encouraged to review both this RFP and the 20102011 QAP for any differences.

d. Compliance Threshold. All Developments must adhere to the Corporation’s Compliance Policies, which can be viewed on our website at: www.tsahc.org. Developers and their affiliates shall also be reviewed for compliance history with the Corporation’s and any other state or federal affordable housing program. The Corporation shall require the submission of compliance information and references in order to research a Developer’s compliance history.

e. Resident Services Threshold. The Corporation strives to maintain one of the nation’s best resident services programs in properties that are financed by the Corporation. To obtain this goal and better serve low income tenants, Developers shall be required to maintain a sustained resident services program that provides at least five (5)six (6) approved services to tenants on a quarterly basis. Developers must ensure a dedicated budget for services, free transportation to services if off-site, and preferably on-site staff to direct services. The five (5) six (6) services must be listed in the Corporation’s Resident Services Program Guidelines, as attached in Appendix A, or as approved by the Corporation.

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f. Energy Efficiency Threshold. All Developments must adhere to the standard statewide energy code adopted by the State Energy Conservation Office (“SECO”), unless otherwise exempted by approval of the Corporation’s Board and TDHCA. Developments including either new construction or rehabilitation shall meet these standards. Developers may obtain additional information regarding these standards directly from SECO’s website: http://www.seco.cpa.state.tx.us/. This threshold must be certified to by the Development architect, consulting engineer, or other third party energy efficiency consultant, prior to closing and based upon a review of the construction specifications or scope of work provided by the Development’s general contractor. Additional incentives for Green Building methods and energy efficiency are included as scoring items.

g. Environmental Review Threshold. Prior to the sale of the obligations, the Developer will be required to conduct a Phase I Environmental Site Assessment. At bond closing, the Developer will be required to provide an environmental indemnity in the form to be provided by Bond Counsel.

h. Relocation Threshold. All Developments involving the rehabilitation, reconstruction or demolition of existing housing must adhere to the relocation requirements of the 2010 QAP. Developers are encouraged to review these requirements, especially as they may relate to a change in use for commercial or agricultural properties.provide evidence that all tenants, lease holders, property owners and/or residents have been notified at least 30 days prior to the submission of the bond reservation application to the Texas Bond Review Board, that:

i. The Developer intends to rehabilitate, reconstruct or demolish existing housing units; and

ii. The Developer shall ensure that tenants’ rights under all federal, state and local housing laws are upheld, including by not limited to extended lease agreements, rental assistance, and relocation assistance.

h.i. Accessibility Threshold. All Developments shall be designed, built and rehabilitated in a manner that is consistent with the accessibility requirements of the 2010 QAP. This includes adherence to adhere with the Fair Housing Accessibility Standards, Section 504 Accessibility Standards, and §2306.514 of the Texas Government Code. Developers are encouraged to review these guidelines with their architect and/or construction team prior to application submission.

i.j. Unit Amenities Threshold. All housing Developments must adhere to the standard unit and Development amenity requirements of the 20102011 QAP.

j.k. Community Support Threshold. Developers are encouraged to collect community input on their Development proposals. Any letter of support or opposition shall be provided to the Corporation as they are received. Developers shall submit with their response to the RFP two (2) of the following documents in order to demonstrate community support for the proposed development:

i. A letter of Support from one or more of the following: Mayor; City Manager; City Administrator; School District Superintendent; or County Judge, from where the development is located;

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ii. A resolution of support from the City Council, Local School Board or County Commissioner’s Court;

iii. A letter of support from an affected neighborhood association;

iv. Evidence that a local government (city or county) entity is providing funding for the development; and/or

v. A letter of support from the State Representative or Senator representing the district in which the proposed development is located.

k.l. Underwriting Threshold. The Corporation generally applies the same underwriting standards as required by the Texas Department of Housing and Community Affairs (“TDHCA”), pursuant to §§1.31 to 1.37 of the Texas Administrative Code, to ensure consistency with the tax credit underwriting process. The Corporation shall receive all third party reports, including, but not limited to, Property Condition Assessments, Environmental Reports, Market Analysis and Appraisals, that are required to be submitted to TDHCA. The Corporation shall determine the financial feasibility of Developments using the standards set out in §1.32(d) of the Texas Administrative Code. These standards include the following minimum requirements:

i. All Developments must maintain a minimum Debt Coverage Ratio (“DCR”) that falls between a minimum of 1.15 to a maximum of 1.35.;

ii. The Corporation generally requires an amortization period of not more than 40 years. The Corporation may consider longer amortization schedules for Supportive Housing and extremely low-income housing developments;

iii. The Corporation shall include a reserve of replacement expense of not less than $300 per unit. The Corporation may require a higher reserve amount based on information provided in the Property Condition Assessment (the “PCA”);

iv. Compliance fees shall be included in the estimate of operating expenses and shall include, at a minimum, the Corporation’s Asset Oversight Agent Fee and Compliance Fee, as well as any fees required by TDHCA or other financial sources; and

v. The Corporation will include other reasonable and documented expenses, not including depreciation, interest expense, lender or syndicator’s asset management fees, or other ongoing partnership fees in its underwriting analysis. Lender or syndicator’s asset management fees or other ongoing partnership fees will not be considered in the calculation of debt coverage.

l.m. Property Tax Exemption. Developers shall certify that they will, or will not, apply for a property tax exemption or payment in lieu of taxes agreement (“PILOT”) to reduce the property taxes due to local taxing entities. If a Developer agrees not to apply for a tax exemption or PILOT agreement, the Corporation shall require a restriction be added to the bond documents that prohibits any future application for exemption. If a Developer states that they will or may apply for a tax exemption or PILOT agreement, the Corporation shall require a notification to the local tax appraisal district, school district superintendent and the





County Judge where the Development is located that such an exemption or agreement will be requested. Developers will also be required to submit confirmation of any exemptions or final agreements to the Corporation.

6.7. Scoring. Pursuant to §2306.565(e) of the Texas Government Code, the Corporation’s Board has adopted the following criteria to score and rank applications to the PAB program. The first three scoring criteria are required by state statute. The remaining criteria support the Corporation’s goals to target specific housing needs and underserved areas in the state. The maximum score is 110 points.

a. Cost Per Unit of Housing. Applications may receive up to 15 points for proposing housing developments with total residential costs within the following ranges:

i. 15 points for;

A. Acquisition & Rehabilitation equal to or less than $65,000 per unit

B. New Construction equal to or less than $85,000 per unit; or

ii. 8 points for;

A. Acquisition & Rehabilitation equal to or less than $75,000 per unit

B. New Construction equal to or less than $95,000 per unit.

b. Proposed Rents. Applications may receive up to 15 points for proposing Developments that ensure a percentage of rents are affordable to very-low and extremely low-income households. Developments supported by project based rental contracts may not include units supported by project based subsidies in the calculation of the following set-aside selections:

i. 15 points – at least 5% of units will be reserved for families who earn 30% or less than the area median income; or

ii. 15 10 points – at least 40% of units will be reserved for families who earn 50% or less than the area median income.

c. Income Range for Residents. The Corporation is interested in promoting mixed income housing as a means to improve the lives of residents and build stronger communities. Applications that propose to ensure the following mixed income guidelines shall receive 15 points:

i. Not more then 80% of the housing units will be reserved for persons earning 60% or less than the area median income; or

ii. At least 15% of the housing units will be reserved for persons earning more than 80% of the area median income.

d. Small and Mid-sized Cities. Applications shall receive 10 points for developments located in communities with populations less than 100,000, but not located adjacent to a PMSA or MSA with a total population of more than 500,000.

e. At-Risk Preservation. Applications shall receive 10 points for the acquisition and rehabilitation of developments at-risk of losing affordable housing rental contracts or land use restrictions.






Developments must demonstrate that the current land use restriction agreement (“LURA”) or Regulatory Agreement, if applicable, is within 3 years of expiration...

f. Green Building Features. Applications will receive 10 points for obtaining a certification from a qualified third party that the Development meets the minimum certification requirement of the U.S. Green Building Council’s LEED (“LEED”) program. Applications will receive an additional 5 points (maximum of 15 points for this criterion) for meeting the Gold or Platinum certification standards for the LEED program. Certification may be based on the proposed construction plans, and the Development shall obtain an official certification after completion of construction or rehabilitation.

g. Accessible Housing Features. Applications will receive 10 points for certifying that the Development will meet the following housing accessibility standards. Rehabilitation Developments are not exempt from meeting these requirements, if the scoring item is selected:

i. All housing units accessible through a ground floor entrance shall have at least one no-step entry with a 36” entrance door;

ii. All housing and community spaces will be accessible via pathways that meet ADA and Fair Housing accessibility standards;

iii. All door ways in ground floor units (including closets, bathrooms, storage areas, etc…) shall have doors with at least a 32 inch clear opening;

iv. All doors shall have lever handles and windows shall have accessible release and opening mechanisms;

v. All ground floor units shall have at least one ground floor bathroom with an accessible bath tub or roll in shower, and at least one ground floor bedroom;

vi. All electrical outlets, switches and control panels shall be no higher than 48 inches and no lower than 15 inches; and

vii. All ground floor units shall have kitchens that are accessible pursuant to the Fair Housing Accessibility Guidelines.

h. Local Public Funding. Applications shall receive 5 points for providing evidence that a commitment of financial support, equal to at least $100 per unit, has been committed by a unit of government to the proposed development. The only qualifying units of government shall be Counties, Cities, Municipal Utility Districts, and Councils of Government. The Corporation considers fee waivers, grants and loans as financial support.

i. Letters of Local Support. Applications shall receive 5 points for submitting at least four letters of support from any combination of the following persons: Mayor; City Manager; County Judge; School District Superintendant; State Representative; or State Senator, whose district includes the Development site.

j. Developer Experience. Applications shall receive 5 points for providing evidence that the Developer currently owns, and maintains in compliance, a number of multifamily housing units at least twice the amount proposed in the Application.





k. Resident Services. Applications shall receive 5 10 points for agreeing to provide at least five (5)four (4) approved services to tenants on a monthly basis. This scoring criterion is a higher standard than the Corporation’s threshold criteria for resident services.

l. Tie Breaker. The Corporation shall break all scoring ties by dividing the estimated per unit cost by the number of very-low and extremely-low income units. The application with the lowest ratio shall be determined the winner of the tie break.

7.8. Subsequent Filing Requirements. Prior to final approval of the Bonds by the Corporation’s Board or the Texas Bond Review Board, Developers may be required to file such additional documents or statements in support of their Development, as considered relevant and appropriate by the Corporation, which may include, but are not limited to;

a. Such additional information as requested by the Corporation’s Financial Advisor, Bond Counsel, or Issuer’s Counsel;

b. A draft of any official statement, prospectus, or other offering memoranda through the use of which the proposed obligations are to be offered, sold or placed with a lender, purchaser, or investor, which offering, sale or placement materials shall contain prominent disclosure substantially to the effect that;

i. Neither the Corporation nor the State has undertaken to review or has assumed any responsibility for the matters contained therein except solely as to matters relating to the Corporation and to a description of the obligations being offered thereby;

ii. All findings and determinations by the Corporation and the State, respectively, are and have been made by each for its own internal uses and purposes in performing its duties under the legislation enabling the Corporation and this RFP;

iii. Notwithstanding its approval of the obligations and the Development, neither the State, nor the Corporation endorses or in any manner, directly or indirectly, guarantees or promises to pay such obligations from any source of funds of either or guarantees, warrants, or endorses the creditworthiness or credit standing of the Developer or of any Guarantor of such obligations, or in any manner guarantees, warrants, or endorses the investment quality or value of such obligations; and

iv. Such obligations are payable solely from funds and secured solely by property furnished and to be furnished and provided by the Developer and any Guarantor and are not in any manner payable wholly or partially from any funds or properties otherwise belonging to the Corporation or the State.

8.9. Public Hearings and Meetings.

a. The Corporation’s Board, at its own discretion, may call any Developer to a scheduled meeting to review the Developer’s experience, qualifications, and/or the characteristics of a Development.

b. The Corporation requires Developers to attend a public hearing in each of the communities where a Development is proposed. If the Development includes multiple sites in several cities, the Corporation may require an additional hearing to be conducted at a central







location to all development sites. All public hearings shall be held prior to the final approval of the Bond Resolution by the Corporation’s Board.

c. With respect to public hearings required by the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”), the Corporation shall plan and publish notice, at the expense of the Developer, of the hearing in the Texas Register and the local newspapers of general circulation in the participating jurisdictions at least fifteen (15) days prior to the planned TEFRA hearing. The Texas Register is published only on Fridays and such notice must be provided in advance pursuant to the requirements of the Texas Register guidelines. The Corporation will schedule an appropriate date, time and location for TEFRA hearings based on the schedule of publication.

d. The TEFRA Hearing may not be held (and notice of such Hearing may not be published) prior to the date the Corporation approves the Inducement Resolution; provided, however, that such hearings may be scheduled and publication of the hearing notice may be prepared prior to selection as long as (a) the Corporation’s staff determines that such action is appropriate, (b) the hearing and publication of notice do not actually occur until after selection by the Corporation and (c) the Borrower provides the deposit to the Corporation set forth herein.

e. The Corporation also provides notice of TEFRA hearing(s) to certain members of the Texas Legislature, local public libraries, homeowners’ associations or other recognized neighborhood organizations or groups, and other interested parties designated by the Corporation. The Corporation will not publish notice of a public hearing until it has received from the Developer:

i. The names and addresses of any affected homeowners’ associations; and

ii. The names of the state legislators, city council members, Mayor, County commissioners, County Judge, School District Superintendent and School Board President, in whose district or precinct (as applicable) the Development(s) are located the information required by the Corporation to give notice of the TEFRA hearing is available from the Corporation. A hearing information form must be returned to the Corporation at least 7 days prior to the date notice must be provided to the Texas Register. Failure to timely provide this information to the Corporation may result in a delay in public notice and accordingly, a delay in the closing of the Development.

9.10. Awards.

a. The Corporation’s Board may select Developers and alternate Developers for an inducement of volume cap based on the results of threshold and scoring criteria review from a response to the RFP and oral presentations. The Corporation reserves the right not to approve any inducement of volume cap to any Developer(s), even one that is awarded the most points during the scoring review.

b. The Corporation reserves the right to retract an award if a Developer is unable to receive a reservation of private activity bond cap prior to June, 1 2009July 1, 2011. The Corporation reserves this right in order to allow alternate Developers, or other applications to proceed






with an inducement and reservation, and to ensure the maximum utilization of the Corporation’s volume cap.

c. The Corporation reserves the right in its sole discretion to modify, suspend or amend this program at any time, with or without further notice to any interested party. All costs incurred in the response or application process are the sole responsibility of the Developer. All decisions of the Corporation are subject to such additional conditions, restrictions and requirements as determined by the Corporation in its sole discretion. In addition, the Corporation’s selection of proposed Developments for possible allocation of private activity bond cap is subject to final allocation approval by the Texas Bond Review Board.

10.11. Bond Review Board Approval.

a. Obligations issued by the Corporation are subject to approval by the Texas Bond Review Board (the “TBRB”). TBRB rules provide an optional exemption from the formal approval process for Texas State Affordable Housing Corporation multifamily conduit transactions unless such transactions involve an ad valorem tax reduction or exemption. If no ad valorem tax exemption or reduction is requested with respect to the Development, the formal TBRB approval process may not be required. However, if one or more TBRB members request it, the formal TBRB approval process must be followed. If so, representatives of the Developer are expected to attend the TBRB planning session and the TBRB meeting at which the Development will be considered for approval. Additional information may be requested by TBRB members and the Developer’s cooperation in providing this information is required.

b. If the formal TBRB approval process is required, the Corporation, with the assistance of its Bond Counsel, will prepare and file the notice of intent and the TBRB Application for the Development. The Corporation will file the notice of intent and the TBRB Application with the TBRB only if it has timely received all required information and documentation for the completion of the TBRB Application from the Developer and/or its consultants.

11.12. Fees. Developers shall be responsible for fees and expenses incurred as a result of bonds issued on their behalf (the “Cost of Issuance”). Up to two percent (2%) of the Cost of Issuance may be financed through bond proceeds and will be considered part of the obligations authorized for issuance by the Corporation, where eligible under the Code. Developers shall commit to pay from other sources any Costs of Issuance not payable from tax-exempt bond proceeds. The following fees are payable at the times and in the amounts as described below. ALL FEES ARE NONREFUNDABLE, EXCEPT AS OTHERWISE PROVIDED HEREIN.

a. Application Fee. Developers shall submit a nonrefundable fee of $1,500, made payable to the Corporation, upon submission of the Application.

b. Inducement Fee. Developers shall pay a deposit of $7,500, and an additional $1,000 for each property for Developments involving more than one (1) site, to cover expenses related to public hearings and the application for PAB allocation to the Texas Bond Review Board, within five (5) business days of the date the Inducement Resolution is approved by the Corporation’s Board. Additional reimbursements for expenses related to public hearings and application for private activity bond allocation may be requested by the Corporation.


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c. Professional Fee Deposit. Following the issuance of a reservation for volume cap from the Bond Review Board, Developers shall make a deposit with the Corporation which shall be credited against fees and expenses incurred by Bond Counsel, the Financial Advisor and Issuer’s Counsel in connection with the proposed financing. Such deposit shall be $30,000, which represents a $15,000 deposit for Bond Counsel fees, a $7,500 deposit for Financial Advisor’s fees, and a $7,500 deposit for Issuer’s Counsel fees. All fees and expenses incurred by Bond Counsel, the Financial Advisor and Issuer’s Counsel in connection with the Developer’s transaction shall be deducted from such deposit whether or not the obligations are issued. If the accrued fees and expenses of Bond Counsel, the Financial Advisor and/or Issuer's Counsel exceed the amount of such initial deposit, the Corporation may require the Developer to submit an additional deposit payment.

d. Corporation Expenses. Developers shall reimburse the Corporation for all costs and expenditures incurred by the Corporation, prior to and after the selection of the Development by the Board, to analyze the appropriateness and willingness of the Corporation to provide bond financing for the Developer’s transaction, including, but not limited to, the reimbursement of costs and expenditures for (i) on-site visitation of multifamily residential developments to be financed (or the site[s] therefore), (ii) any reports deemed necessary or appropriate by the Corporation and not otherwise provided by the Developer, (iii) all costs and expenses (including travel and related expenses) of conducting public hearings and related meetings [described herein] and (iv) such other activities, inspections and investigations as are deemed necessary or appropriate by the Corporation in connection with its determination of the suitability of the Proposed Development for financing assistance to be offered by the Corporation. The Corporation will invoice the Developer for such costs and expenditures, and the Developer shall pay such invoices within ten (10) days of receipt. Failure to make prompt payment of such invoices may result in a termination of the participation of the Corporation and its consultants in the financing.

e. Financial Advisor Fees. The fee to be paid to the Corporation’s Financial Advisor, acting in a standard Financial Advisor role, shall be 1) for the first $15,000,000 of bond principal, the fee shall be $10,000 plus $2.00/$1,000 of the principal amount of debt issued with a minimum fee of $20,000 (unless otherwise agreed to by the Corporation’s Financial Advisor) and 2) for amounts above $15,000,000 the fee shall be reduced to $1.00/1000 for that amount over $15,000,000. In addition, the Corporation’s Financial Adviser shall also serve as the bidding agent for an additional fee with respect to all investment contracts to be entered into in connection with the investment of bond proceeds and revenues of the Developments. If the financing structure proposed by the Developer requires non-standard services to be performed by Financial Advisor or involves unique financing features including, but not limited to, multiple sites or complexes in a project, extreme credit quality concerns, hedge agreements, swap agreements, or trust structures the fees to be charged by the Financial Advisor shall be subject to adjustment. Any such adjustment must be agreed to in writing by the Developer before the submission of the Reservation Application to the Bond Review Board.

f. Bond Counsel Fees. The fee to be paid to Bond Counsel, acting in a standard Bond Counsel role, shall be $4/$1,000 of the principal amount of debt issued for the first $20,000,000 of the principal amount of debt issued, $3/$1,000 of the principal amount of debt issued for





the next $20,000,000 of the principal amount of debt issued, and $2/$1,000 of the principal amount of debt issued thereafter, with a minimum fee of $25,000 (unless otherwise agreed to by Bond Counsel). If the financing structure proposed by the Developer requires non-standard services to be performed by Bond Counsel or involves unique financing features including, but not limited to, multiple sites or complexes in a project, extreme credit quality concerns, hedge agreements, swap agreements, or trust structures the fees to be charged by Bond Counsel shall be subject to adjustment. Any such adjustment must be agreed to in writing by the Developer before the submission of the Reservation Application to the Bond Review Board. In addition to the fees paid to Bond Counsel, the Developer will reimburse Bond Counsel for all out-of-pocket expenses incurred by Bond Counsel in connection with the Development. Such expenses include TEFRA notice publication, public hearing notices, Attorney General filing fees, and the preparation and filing of the TBRB Applications and supplements thereto.

g. Issuer’s Counsel Fees. The fee to be paid to Issuer’s Counsel, acting in a standard Issuer’s Counsel role, shall be $1.00/$1,000 of the principal amount of debt issued for the first $10,000,000, $0.80/$1,000 of the principal amount of debt issued for the next $10,000,000, and $0.70/$1,000 of the principal amount of debt issued thereafter, with a minimum fee of $7,500 (unless otherwise agreed to by Issuer’s Counsel.) In addition to the fees paid to Issuer’s Counsel, the Developer will reimburse Issuer’s Counsel for all out-of-pocket expenses incurred by Issuer’s Counsel in connection with the Development. If the financing structure proposed by the Developer requires non-standard services to be performed by Issuer’s Counsel or involves unique financing features including, but not limited to, multiple sites or complexes in a project, extreme credit quality concerns, hedge agreements, swap agreements, or trust structures the fees to be charged by Issuer’s Counsel shall be subject to adjustment. Any such adjustment must be agreed to in writing by the Developer before the submission of the Reservation Application to the Bond Review Board.

h. Closing Fees. Concurrently with the closing of the financing, the Developer shall pay or cause to be paid all fees and expenses in connection with the issuance of the obligations including, Bond Counsel Fees, Financial Advisor Fees, Issuer’s Counsel Fees, and the actual amount of any closing or acceptance fees of any trustee for the obligations, any fees and premiums for casualty and title insurance, any security filing costs, any fees for placing the obligations, any fees and expenses of any compliance agent appointed in connection with the review of any property, any out-of-pocket expenses incurred by professionals acting on behalf of the Corporation, and any other costs and expenses, including issuance expenses, relating to the obligations, their security, and the Development. Developers shall pay or cause to be paid a closing fee to the Texas Bond Review Board the greater of $1,000 or 0.025% of the principal amount of the bonds certified as provided by §1372.039(a)(1), Government Code. Additionally, the Corporation shall receive a Closing Fee of $0.50 per $1,000 principal amount of obligations issued, with a minimum closing fee of $5,000.

i. Administrative Fee. Until the final maturity of the obligations, the Developer will pay an Administrative Fee, remitted through the respective bond trustee to the Corporation on such basis as designated by the Corporation, in an amount equal to ten (10) basis points annually of the aggregate principal amount of the obligations outstanding, with a minimum annual fee of $5,000. The first annual payment of the Administrative Fee shall be paid at closing. The





Administrative Fee is exclusive of the trustee’s fee, compliance agent fee, rebate analysts’ fee, asset-oversight management fee (if required), audit fee, independent analyst fee, and any other costs or extraordinary costs as permitted under the respective bond documents. Payment of the Administrative Fee is to be covered by the bond credit enhancement and/or secured under the first mortgage on the property assigned to the bond trustee. The Corporation may require the payment of the Administrative Fee to be guaranteed by the Development owner and/or general partner(s).

j. Trustee’s Fees. The Developer shall select a bond trustee from a list of bond trustees approved by the Corporation to administer the funds and accounts pursuant to the trust indenture between the Corporation and the trustee bank. All trustee fees and expenses, including fees of trustee’s counsel, shall be approved by the Corporation, and will be paid by the Developer.

k. Auditor’s Fees. The Corporation may at any time over the life of the Development appoint an auditor to review the financial transactions under the bond documents, the compliance agent, and a rebate analyst to perform an analysis of rebate requirements with respect to the issue. Such fees and costs shall be paid by the Developer.

l. Continuing Costs. Developers shall pay to the Corporation, in the manner described in the Development documents, the following amounts:

i. An annual asset oversight and compliance fee the greater of $45 per unit or $2,500 for each property included in the Development, plus $750 for each property with less than 100 units in a pooled transaction (as such fee may be adjusted in accordance with the Asset Oversight and Compliance Agreement). The Corporation may require the owner of the Development and/or related entities or person to guaranty the payment of these fees;

ii. Any amounts payable pursuant to any indemnity contract or agreement executed in connection with any financing by the Corporation completed as herein contemplated, and

iii. The amount allocable to each Developer (whose financing has been completed) of costs and expenses incurred by the Corporation in the administration of the indemnity contract or agreement, any program established in connection with the financing of a Development, and any obligations of the Corporation, including an annual accounting and/or audit of the financial records and affairs of the Corporation. The amount of costs or expenses paid or incurred by the Corporation under this clause shall be divided and allocated equally among all Developers whose financings have been completed.

m. Changes in Fees. The Corporation reserves the right at any time to change, increase or reduce the fees payable under this RFP. All fees imposed subsequent to closing by the Corporation under this RFP will be imposed in such amounts as will provide funds, as nearly as may be practical, equal to that amount necessary to pay the administrative costs of conducting the business and affairs of the Corporation, plus reasonable reserves therefore.





n. Failure to Timely Pay Fees and Costs. The Corporation will not consider submissions for future transactions proposed by Developers who are delinquent in the payment of any fees described herein.

12.13. Document Preparation. Bond Counsel shall have the primary responsibility for the preparation of the legal instruments and documents to be utilized in connection with the financing of the Development by the Corporation. No bonds or other obligations will be sold or delivered unless the legality and validity thereof have been approved by Bond Counsel. The Developer and its legal counsel shall cooperate fully with Bond Counsel, the Financial Advisor, the Issuer’s Counsel and the Corporation’s agents in the preparation of such materials.

13.14. Material Changes to Financing Structure. Any and all material proposed changes to the financing structure, ownership of the Development, or scope or materials of or for the Proposed Development, from that set forth in the application must be disclosed to the Corporation immediately in writing and approved by the Corporation.

14.15. Time Limits. In the event that the Development does not close within the time frame established by the Corporation, the Corporation reserves the right to terminate its participation in the financing.

15.16. Final Approval by the Corporation. The Corporation’s Board shall consider final action on the Bonds after the completion of the public hearings and upon recommendation by the Corporation’s staff. If approved, the Board shall adopt a resolution, in such form as is recommended by Bond Counsel, authorizing the issuance of obligations to provide financing for the Development. Final approval will be granted only upon:

a. Receipt by the Board of evidence satisfactory to it that the Developer has complied in all material respects with this RFP not otherwise waived by the Board; and

b. An affirmative determination of the Board that:

i. All requirements for and prerequisites to final approval under this RFP have either been satisfied or waived and are in form and substance satisfactory to the Board; and

ii. The operation of the Development(s) will constitute a lawful activity, is qualified for approval by the State, complies with and promotes the purposes of the Corporation and satisfies the requirements of the Corporation.

16.17. Closing of the Development. Following the public hearing(s) and final approval by the Corporation and the TBRB, if necessary, the Corporation will proceed to close the financing in accordance with the documents approved by the Corporation and when finally approved by the Texas Attorney General and Bond Counsel in accordance with the terms of the sale or placement.

a. Structure of Bond Sale. Developers shall be responsible for determining the structures of the sale of bonds, but are encouraged to contact the Corporation’s Financial Advisor for information regarding Bond transactions in Texas. Developers are required to execute an agreement in connection with awarding the sale of the Corporation’s obligations to an underwriter or to an institutional purchaser through a private placement that obligates the







Developer to the payment of the costs of issuing such obligations as more fully described herein.

b. Public Sale Requirements. Bonds to be sold publicly, whether by competitive bid or negotiated sale, shall have and be required to maintain a debt rating the equivalent of at least an "A" rating assigned to long-term obligations by a nationally recognized rating agency acceptable to the Corporation. If the Bond Rating is based upon a credit enhancement agreement provided by an institution other than the Developer or Development Owner, the form and substance of the credit enhancement must be approved by the Corporation and its Financial Advisor, and through the Bond Resolution, approved by the Corporation’s Board. Remedies relating to failure to maintain appropriate credit ratings shall be provided in the financing documents relating to the Development.

c. Obligations with an investment grade rating of “A” or higher may be in minimum denominations of $5,000, if any. For the Corporation to approve transactions that are rated “A-” (or its equivalent) or higher but less than “A,” the obligations must be sold in minimum initial denominations of $100,000 and in integrated multiples of any amount for amounts in excess of $100,000.

d. Limited Offering Requirements. If the obligations do not have an investment grade rating of “A-“ (or its equivalent) or higher, the Corporation will consider such obligations to be non-rated for purposes of this subsection The Corporation may require that the obligations be rated or permit, at its sole discretion, the issuance of the obligations without a rating. The Corporation requires that non-rated obligations be privately placed or offered on a limited basis with transfer and other restrictions. In order for a non-rated transaction to be considered by the Corporation, the placement must comply with the following minimum requirements: (i) the sale must be made to a “qualified institutional buyer” as defined in Rule 144A of the Securities Act of 1933 (a “QIB”) or an “institutional accredited investor” as defined in Rule 501(a)(1), (2), or (3) of Regulation D under such act (an “Institutional Accredited Investor”) and cannot be an underwriting or purchase with an intent to resell any portion of the obligations, (ii) if they are sold to QIBs or Institutional Accredited Investors, the obligations must be issued in minimum denominations of not less than $250,000 and integral multiples of any amount in excess thereof, (iii) at such time as the bond financing is presented to the Corporation for final approval, the Developer (or placement agent, if applicable) must (a) identify the Purchaser of the obligations and (b) provide a written commitment from the Purchaser in form and content customarily used by real estate lending institutions outlining the terms and conditions of such commitment to purchase the obligations, (c) the Purchaser must represent that it is in the business of originating or acquiring and owning for its account, tax-exempt bonds or mortgage loans on multifamily rental housing properties, (d) there shall be no offering statement of the Corporation, or when a placement agent is involved in the sale of the obligations, there may be a placement memorandum prepared by the agent for the Purchaser, and (e) the Corporation may require that one physical obligation be issued with a legend stating that the initial and any subsequent purchaser(s) of such bond shall be a QIB or an Institutional Accredited Investor, as applicable. In the case of a private placement transaction, the Developer or placement agent, upon delivery of the obligations, shall provide the Corporation with an executed investment letter from the investor purchasing the obligations substantially to the effect that:





(1) it is engaged in the business, among others, of investing in tax-exempt securities and is a QIB or an Institutional Accredited Investor, as applicable; (2) it has made an independent investigation into the financial position and business condition of the Developer and therefore waives any right to receive such information; (3) it has received copies of the financing documents pursuant to which such obligations are issued, and (4) that it has purchased for it own account and not with the intent to sell them. A complete form of such investment letter will be provided by the Corporation.

e. Any variation to the requirements set forth above must be requested in writing by the Developer and must be approved by the Corporation, and be acceptable to the Bond Counsel, Financial Advisor, and Issuer’s Counsel.

f. Required Approvals. No Developer, or any representative of any Developer or the Corporation, shall represent, directly or indirectly, to any lender (interim or otherwise) supplier, contractor, or other person, firm, or entity that the Corporation has agreed or is firmly committed to issue any obligations in relation to any Development or Response, or Reservation Detail until the Board has given final approvals for the issuance thereof under this RFP, and then subject to the governmental approvals required by this RFP and the approval of the Attorney General of the State of Texas, the approval of Bond Counsel and subject to any requirements imposed by the Corporation’s Articles of Incorporation.

g. Offering Statement. No Developer, or any representative of the Developer or the Corporation, shall ever make any representation, directly or indirectly, express or implied, of any fact contrary to the disclosures required to be made by this RFP.

h. Registration. Neither the Developer nor any securities firm, underwriter, broker, dealer, salesman, or other person, firm, or entity shall offer, sell, distribute, or place any obligations authorized by the Corporation by any process, method, or technique or in any manner, transaction, or circumstances or to any person or persons, the effect of which would be to require such obligations to be registered or would require filings to be made with regard thereto under the laws of the state or jurisdiction where such offer, sale, distribution, or placement is made without first registering the same or making the filings regarding the same required by such laws.

17.18. Failure to Comply with this RFP. The Corporation will not consider submissions from Developers for a potential Development if the Developer is a borrower (or a related party thereto) in connection with obligations previously issued by the Corporation and such borrower (or related party) is not in compliance with the requirements set forth in this RFP or is delinquent in the payment of any fees or costs set forth in this RFP with respect to such prior issued obligations of the Corporation.

18.19. OTHER REQUIREMENTS. THE CORPORATION MAY IMPOSE ADDITIONAL OR DIFFERENT REQUIREMENTS ON A DEVELOPER THAN THOSE PROVIDED IN THIS RFP IN THE EVENT THAT THESE ADDITIONAL OR DIFFERENT REQUIREMENTS BECOME NECESSARY TO PROVIDE THE BEST OPPORTUNITY FOR APPROVAL BY THE CORPORATION’S BOARD OF DIRECTORS AND/OR THE TEXAS BOND REVIEW BOARD.






APPENDIX A

TSAHC Resident Services Program Guidelines It is the Texas State Affordable Housing Corporation’s goal to support developers in the creation of high quality Resident Service Programs. To reach this goal, and better serve your residents, we need your help on site. TSAHC has created basic guidelines and reporting system to help with this process. The following is a list of activities/courses that can be implemented. In order to fulfill the Resident Service requirement, six resident service activities per quarter at a minimum must be provided from the following list, If the applicant received additional points under the Resident Service scoring criteria, an average of four resident service activities per month at a minimum must be provided from the following list. If you are interested in starting an activity or course that is not on the list, please propose the new activity to the Manager of Asset Oversight and Compliance, or his/her designee for approval. Activities that are provided daily such as after school programs and educational/scholastic tutoring can be counted as two services for the quarter. Please make sure that it will encourage economic self sufficiency and/or promote homeownership opportunities.

• Career Services 1. Computer Literacy Class 2. GED Classes 3. Job Skills/Training 4. Resume/ Job Search Workshop 5. Job Fair 6. College Preparation Class 7. Military Recruiting

• Children’s Services 1. After School Care (2 Services When Provided Daily) 2. Swimming Lessons 3. Free On-site Daycare (2 Services When Provided Daily) 4. Free On-site Tutoring Sessions (2 Services When Provided Daily) 5. Performing Arts Classes 6. Holiday Safety Classes 7. On-Site library 8. Free Lunch Program (2 Services When Provided Daily)

• Community Awareness 1. Crime Watch Meeting 2. Self Defense Course 3. Child Id/Fingerprinting Program

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4. Fire Safety Class 5. Hurricane Safety Class 6. Domestic Violence Awareness Workshop 7. Drug Awareness Workshop 8. Host Support Groups Such as AA, Anger Management, etc. 9. Community Gardens 10. Community Service Activities (i.e. Habitat for Humanity) 11. Green Living/Environmental Workshop

• Financial Skills

1. Household Budgeting Workshop 2. Financial Planning/Credit Counseling Workshop 3. Asset Building Workshop 4. Tax Preparation Courses 5. Student Financial Aid Workshop 6. Personal Insurance Workshop (Medical, Renters, Life, Disability, Car)

• Medical and Health Services 1. Basic First Aid and CPR Class 2. Caring for the Disabled Class 3. Health and Screening Services 4. HIV/AIDS Classes 5. Vaccinations/ Flu Shots Services 6. Weight Loss Club (Fitness and Exercise Classes) 7. Diabetes/ Heart Disease Courses 8. Babysitting Safety Courses 9. Health and Nutritional Courses 10. Low Cost Healthy Cooking Courses 11. Cancer Awareness Workshop/Cancer Screening Services 12. Free Dental Services

• Personal Development 1. Counseling Services 2. English as a Second Language Courses 3. Home Ownership Counseling 4. Home Ownership/Apartment Maintenance Courses 5. Parenting Classes 6. Anger Management Courses 7. Family Counseling 8. Cleaning Supply Safety Class 9. Book Club

• Free Transportation Services

1. Grocery Store 2. Library









3. Medical Visits 4. Cultural Community Events 5. Free/Discounted Public Transportation Tickets

Activities that will not be included towards the six resident service requirement include children’s movie time, patio decorating contests, gambling trips, resident parties, Easter Egg Hunts or other activities along these lines. Properties are welcome to offer these activities, but they will not count towards fulfilling the Resident Services obligation. It is the Texas State Affordable Housing Corporation’s goal to have the nation’s leading Resident Services Program. To reach this goal, and better serve your residents, we need your help on site. TSAHC has created basic guidelines and report systems to help with this process. The following is a list of activities/courses that can be implemented. If you are interested in starting an activity or course that is not on the list, please propose the new activity to the Manager of Asset Oversight and Compliance for approval. Please make sure that it will encourage economic self sufficiency and/or promote homeownership opportunities. Career Services 1.Computer Literacy 2.GED Classes 3.Job Skills/Training 4.Resume/ Job Search Workshop 5.Job Fair Children’s Services 1.After School Care 2.Swimming Lessons 3.On-site Daycare 4.On-site Tutoring Sessions 5.Performing Arts 6.Halloween Safety 7.Site library Community Awareness 1.Crime Watch 2.Self Defense Course 3.Child Id/Fingerprinting Program 4.Fire Safety 5.Domestic Violence Shelter/ Programs 6.Host Support Groups Such as AA, Anger Management, etc. 7.Community Gardens 8.Community Service Activities (i.e. Habitat for Humanity) Domestic Skills 1.Budgeting









2.Tax Prep. Courses 3.Low Cost Healthy Cooking 4.Organization Classes 5.Cleaning Supply Safety Medical and Health Services 1.Basic First Aid and CPR 2.Caring for the Disabled 3.Health and Screening Services 4.HIV/AIDS Classes 5.Vaccinations/ Flu Shots 6.Weight Loss Club 7.Diabetes/ Heart Disease Courses 8.Babysitting Safety Courses Personal Development 1.Counseling Services 2.Credit Counseling 3.English as a Second Language Courses 4.Home Ownership Counseling 5.Parenting Classes 6.Anger Management Courses 7.Family Counseling Transportation Services 1.Grocery Store 2.Library 3.Medical Visits 4.Cultural Events Inappropriate activities include children’s movie time, patio decorating contests, gambling trips, resident parties, Easter Egg Hunts or other activities along these lines. Properties are welcome to offer these activities, but they will not count towards fulfilling the Resident Services obligation.




Texas State Affordable Housing Corporation 20112010 Multifamily 501(c)(3) Bond Policies

Texas State Affordable Housing Corporation PO Box 12637, Austin, Texas 78711

1 of 18 Approved 11.13.09Draft

1. Introduction.

a. The Texas State Affordable Housing Corporation (the “Corporation”) is a state sponsored nonprofit corporation that serves the housing needs of low, very low and extremely low-income Texans and other underserved populations who do not have comparable housing options through conventional financial channels. The Corporation has produced these policies in order to codify its administration of the Multifamily 501(c)(3) Bond Program, pursuant to §§2306.554 and 2306.564 of the Texas Government Code.

b. The Corporation shall accept applications from qualified nonprofit 501(c)(3) organizations (the “Developer”) to acquire and rehabilitate, or construct a new affordable multifamily rental development (“Development”). Properties currently owned by a Developer may apply to utilize 501(c)(3) bonds for the purpose of refinancing existing debt for affordable housing units already covered by a land use restriction agreement (a “LURA”), or a Regulatory Agreement, as applicable, if, in the sole determination of the Corporation, the proposed refinancing will either (1) significantly extend the affordability of a Development, or (2) will assist in preserving the affordability of a Development that may be infeasible as currently financed.

c. This Policy has been adopted by the Corporation’s Board of Directors based on a review of the State’s housing needs and shall be reviewed annually pursuant to §2306.564 of the Texas Government Code. This Policy defines the methodology that staff shall use to review applications and creates the criteria for scoring and ranking applications, if applicable.

d. Contact Information. All questions about the Policy and Application Process can be directed in writing to:

Manager of Development Finance Texas State Affordable Housing Corporation

2200 E. Martin Luther King Jr. Blvd. Austin, Texas 78702 Tel. 512-477-3555 Fax 512-477-3557

Email: [email protected]

2. Targeted Housing Needs. The Corporation may consider any eligible Development for funding under the 501(c)(3) bond program, however the Corporation targets the use of this financing to the following specific types of Development (“Targeted Housing Needs”) within the State of Texas.

a. Preservation and Rehabilitation of Affordable Housing. The preservation and rehabilitation of existing affordable rental housing developments shall be defined as existing affordable housing in need of significant structural repairs and mechanical systems updates. The housing must currently have a LURA, or Regulatory Agreement placed on it by a public body and recorded in the appropriate real estate records along with the deed of trust. The rehabilitation of housing units must involve at least $15,000 per unit of rehabilitation, but not more than $5,000 per unit in site work costs may be included in the calculation. Developments shall include temporary tenant relocation expenses, but may not cause the permanent relocation of existing low-income tenants.

mailto:[email protected]




b. Rural Housing. A rental housing development located within an area that is: (a) outside the boundaries of a primary metropolitan statistical area (PMSA) or metropolitan statistical area (MSA); or (b) within the boundaries of a PMSA or MSA, if the area has a population of 20,000 or less and does not share a boundary with an urban area.

c. Senior and Assisted Living Developments. Senior and Assisted Living Developments must meet at least one of the following definitions in order to qualify under this Targeted Housing Need category.

i. A proposed Development that meets the requirements of the federal Fair Housing Act and: a) is intended for, and solely occupied by, individuals 62 years of age or older; or b) is intended and operated for occupancy by at least one individual 55 years of age or older per unit, where at least 80% of the total housing units are occupied by at least one individual who is 55 years of age or older; and where the owner publishes and adheres to policies and procedures which demonstrate an intent by the owner and manager to provide housing for individuals 55 years of age or older. (See 42 U.S.C. Section 3607(b)); or

ii. Is a Development financed under the PAB program in accordance with limitations set by the Internal Revenue Service on Assisted Living Developments, and is a) affordable rental housing combined with minimal medical or supportive services; b) targeted to persons with disabilities, but with at least 60% of units open to any qualified renter; and c) at least 10% of the units are affordable to persons earning less than 30% of the area median income.

c.Supportive Housing Development. Supportive housing is a combination of affordable housing with services that help people live more stable, productive lives. Supportive housing should be designed for people who face serious challenges, such as homelessness, very low incomes, and serious persistent issues that may include substance abuse, mental illness, and HIV/AIDS. The Corporation requires at least 10 percent of the Development’s total units are set aside for supportive housing tenants, and those tenants receive intensive supportive housing services. Supportive housing units must come online immediately and be reserved during the entire affordability period.

d.Assisted Living. Assisted Living facilities may be financed under the 501(c)(3) bond program in accordance with limitations set by the Internal Revenue Service on such developments. The Corporation defines Assisted Living as:

i.Affordable rental housing combined with minimal medical or supportive services;

ii.Housing targeted to persons with disabilities, but with at least 60% of units open to any qualified renter; and

iii.With at least 10% of the units affordable to persons earning less than 30% of the area median income.

3. Application Submission. The Corporation shall publish an application package to its website. Developers should download and complete the application pursuant to the guidelines for completion as included in the application instructions. The Corporation requires an application submission fee of $2,500.





4. Application Review.

a. The Corporation shall accept applications on an ongoing basis. Applications must be submitted at least 35 days prior to the Corporation’s Board meeting at which it may be considered for an Inducement Resolution. The Corporation shall bring before the Board only those applications received in a timely manner that have completed the review process.

b. The Corporation may delay the presentation of an application to the Board if there are errors, omissions or insufficient documentation that the Corporation deems necessary to complete its review. If an application fails to fulfill the minimum threshold criteria for the 501(c)(3) Bond Program the application may be terminated by the Corporation.

5. Threshold Criteria. All applications submitted to the Corporation shall be required to meet the following minimum Threshold Criteria (“Threshold Criteria”) in order to be considered for an allocation of bonds by the Corporation. Applications not meeting the criteria listed below shall be subject to termination by the Corporation.

a. Affordability Threshold.

i. The Corporation seeks to provide housing to a mix of eligible households, including low, very-low and extremely-low income persons. Developers who are successful at receiving an allocation of 501(c)3 bonds shall agree to the following minimum terms and conditions through a Regulatory Agreement. At a minimum, all Developments will be required to meet the following income and rent restrictions:

A. A minimum of twenty percent (20%) of the units must have gross rents that are restricted to households with incomes no greater than fifty percent (50%) of the Area Median Income (“AMI”), adjusted for family size, or at least forty percent (40%) of the units must be affordable to households with incomes at or below sixty percent (60%) of the AMI, adjusted for family size; and

B. At least seventy-five (75%) of the units must be rented to households earning 80% or below the AMI, adjusted for family size, and in accordance with Section 145 of the Internal Revenue Service Code.

C. Rent Restrictions. Gross monthly rent charged on an income restricted unit will not exceed 30% of the applicable AMI.

ii. The length of Affordability Requirements shall be maintained for a period of at least 15 years, or for the term of the bonds, which ever is longer.

b. Experience Threshold. All Developers must be able to demonstrate sufficient experience in the development, ownership and/or management of affordable housing developments in order to be considered for an allocation. Developers shall submit evidence that they have been involved in the development or ownership of the greater of 75 units or 50% of the total proposed Development units. The Corporation will only count projects that are determined to be successful examples of affordable housing development, which includes properties in continuing operation, historical and current compliance reporting, and any other factors that the Corporation determines to be relevant.

b.


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b.c. Construction Threshold. Developments must adhere to all construction, energy efficiency, accessibility and site development standards set by and approved under the most current Housing Tax Credit Qualified Allocation Plan (“QAP”) as approved and signed by the Governor of Texas. The Corporation’s Board reserves the right to set standards more stringent than the QAP, and Developers are encouraged to review both this Policy and the QAP for any differences.

c.d. Compliance Threshold. All Developments must adhere to the Corporation’s Compliance Policies, which can be viewed on our website at: www.tsahc.org. Developers and their affiliates shall also be reviewed for compliance history with the Corporation’s and any other state or federal affordable housing programs. The Corporation shall require the submission of compliance information and references in order to research a Developer’s compliance history. Developers may be disqualified if there is any evidence of continuing noncompliance at the Developer’s other Developments.

d.e. Public Benefit Threshold. Pursuant to §2306.563 of the Texas Government Code and this Policy, the Corporation requires that all nonprofit organizations that receive an issuance of qualified 501(c)(3) bonds must invest at least one dollar in projects and services that benefit income-eligible persons for each dollar of property taxes that is not imposed on the Development as a result of a property tax exemption received under §§11.182 and 11.1825, of the Texas Tax Code. Projects and services must benefit income-eligible persons in the county in which the Development supported with the tax exemption is located and must consist of: (1) rent reduction; (2) capital improvement projects; or (3) social, educational, or economic development services, referred to hereafter as qualified public benefits (“QPB”). The Corporation has determined that the following guidelines are reasonable for the calculation and accounting of QPB:

i. The Corporation shall require that the value of any property tax exemption be included in the operating budget of the Development and escrowed with the Trustee in an account (the “QPB Account”) prior to the repayment of any debt, management fees, performance fee, or any other fees that the Corporation determines relevant. The QPB account may be funded in advance with funds withdrawn for repayment of QPB, or may be included on the operating ledger as an account payable with QPB expenditures credited against the balance. On or before January 1st of each calendar year starting after the closing of the bonds, the Developer shall provide to the Corporation an estimate of the value of property tax exemption for that calendar year based on the appraised value provided to the Development by the county tax appraiser where the Development is located. The balance of funds to be escrowed, or credited in the QPB Account may be reduced each month in an amount equal to the value of QPB expended by the Development each month. In the event that QPB Account has a balance of funds existing, or owed as an account payable, if applicable, at the end of the calendar year the Developer or its guarantors shall advance the balance to the appropriate taxing entities on a pro rata basis. The QPB Account imposed by this section shall be reduced by an amount equal to each dollar that, in lieu of taxes, a Developer pays to a taxing unit for which the Development receives an exemption prior to the end of the calendar year.

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ii. The Corporation has determined that the value of QPBs shall be calculated in the following manner:

A. The value of rent reductions shall be calculated using the difference between the most recent fair market rent (the “FMR”) published by the U.S. Department of Housing and Urban Development, (the “HUD”) and the actual rent collected in each lease agreement. Rent reductions must be accounted for on a monthly basis, documented in each individual lease agreement that receives the benefit, and a notice given to each resident of the annual value of their rent reduction. Units that receive rental assistance payments of any kind are excluded from rent reduction calculations.

B. The value of capital improvements shall be determined on a case-by-case basis for each Development and be specific to each Development or property within a pooled transaction. Capital improvement costs shall not include regular maintenance, general repairs, or make ready costs associated with the daily operations of the Development, or any rehabilitation completed by the Developer with the use of bond proceeds, deferred developer fees, grants, or other “equity-type” sources provided to the Development. The Development may include the cost of approved capital improvements paid for with proceeds from taxable debt, and may amortize the cost of those capital improvements over a five (5) year period. The repayment of taxable debt for capital improvements pursuant to this section B that actually reduces the equivalent amount of such taxable debt payable shall be paid out of escrowed funds or credited against the QPB Account. Capital improvements may not account for more than 75% of the total annual QPB requirement.

C. The value of social, educational, or economic development services shall be determined based on the actual dollar amount expended by the Development towards such services at the time such services are provided to residents. The Development may only include the cost of services approved by the Corporation and shall not include the value or cost of services provided to residents free of cost by third party entities.

iii. The Corporation shall require each Developer to certify that the Public Benefit Threshold has been met in accordance with this policy, and any future revisions of this policy, in their annual audit, to be filed with the Corporation within 120 days of the beginning of each fiscal year of the Development.

e.f. Resident Services Threshold. The Corporation strives to maintain one of the nation’s best resident services programs in properties that are financed by the Corporation. To obtain this goal and better serve low-income tenants, Developers shall be required to maintain a sustained resident services program that provides at least five (5)six (6) approved services to tenants on a quarterly basis. Developers must ensure a dedicated budget for services, free transportation to services if off-site, and preferably on-site staff to direct services. The five (5) six (6) services must be listed in the Corporation’s Resident Services Program Guidelines, as approved by the Corporation.




f.g. Energy Efficiency Threshold. All Developments must adhere to the standard statewide energy code adopted by the State Energy Conservation Office (“SECO”), unless otherwise exempted by approval of the Corporation’s Board. Developments including either new construction or rehabilitation shall meet these standards. Developers may obtain additional information regarding these standards directly from SECO’s website: http://www.seco.cpa.state.tx.us/. This threshold must be certified to by the Development architect, consulting engineer, or other third party energy efficiency consultant, prior to closing and based upon a review of the construction specifications or scope of work provided by the Development’s general contractor. Additional incentives for Green Building methods and energy efficiency are included as scoring items.

g.h. Environmental Review Threshold. Prior to the sale of the obligations, the Developer will be required to conduct a Phase I Environmental Site Assessment. At bond closing, the Developer will be required to provide an environmental indemnity in the form to be provided by counsel to the Corporation.

i. Relocation Threshold. All Developments involving the rehabilitation, reconstruction or demolition of existing housing must adhere to the relocation requirements of the 2010 QAP. Developers are encouraged to review these requirements, especially as they may relate to a change in use for commercial or agricultural propertiesprovide evidence that all tenants, lease holders, property owners and/or residents have been notified at least 30 days prior to the submission of the bond reservation application to the Texas Bond Review Board, that:

i. The Developer intends to rehabilitate, reconstruct or demolish existing housing units; and

i.ii. The Developer shall ensure that tenants’ rights under all federal, state and local housing laws are upheld, including by not limited to extended lease agreements, rental assistance, and relocation assistance.

h.j. Accessibility Threshold. All Developments shall be designed, built and rehabilitated in a manner that is consistent with the accessibility requirements of the to adhere with the Federal Fair Housing Accessibility Standards, and §2306.514 of the Texas Government Code. Developers are encouraged to review these guidelines with their architect and/or construction team prior to application submission. Developments involving rehabilitation or reconstruction must include the specifications and cost of updating accessibility features in their development cost summary.

i.k. Unit Amenities Threshold. All housing Developments must adhere to the standard unit and Development amenity requirements of the 2010 2011 QAP.

j.l. Community Support Threshold. Developers are encouraged to collect community input on their Development proposals. Any letter of support or opposition shall be provided to the Corporation as they are received. Developers shall submit with their application two (2) of the following documents in order to demonstrate community support for each proposed Development:

i. A letter of Support from one or more of the following: Mayor; City Manager; City Administrator; School District Superintendent ; or County Judge, from where the development is located;



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ii. A resolution of support from the City Council, Local School Board or County Commissioner’s Court;

iii. A letter of support from an affected neighborhood association;

iv. Evidence that a local government (city or county) entity is providing funding for the development; and/or

v. A letter of support from the State Representative or Senator representing the district in which the proposed Development is located.

k.m. Underwriting Threshold. The Corporation shall require third party reports, including, but not limited to, Property Condition Assessments, Environmental Reports, Market Analysis and Appraisals, as necessary to complete its underwriting review. The Corporation shall determine the financial feasibility of Developments using financial ratios and analysis techniques acceptable to the Corporation including the following minimum requirements:

i. All Developments must maintain a minimum Debt Coverage Ratio (“DCR”) of 1.20. HOPE VI and USDA Rural Development transactions may underwrite to a DCR less than 1.15 based upon documentation provided by HUD or USDA;

ii. The Corporation generally requires an amortization period of not more than 40 years. The Corporation may consider longer amortization schedules for Supportive Housing and extremely low-income housing Developments;

iii. The Corporation shall include a reserve of replacement expense of not less than $300 per unit. The Corporation may require a higher reserve amount based on information provided in the Property Condition Assessment (the “PCA”);

iv. Compliance fees shall be included in the estimate of operating expenses and shall include, at a minimum, the Corporation’s Asset Oversight Agent Fee and Compliance Fee, as well as any fees required by other financial sources; and

v. The Development’s financial structure must include equity investments, grants, or other forms of financial equity that are equivalent to at least 15% of the total Development costs or value, as calculated by the Corporation.

l.n. Property Tax Exemption. Developers shall certify that they will, or will not, apply for a property tax exemption or payment in lieu of taxes agreement (“PILOT”) to reduce the property taxes due to local taxing entities. If a Developer agrees not to apply for a tax exemption or PILOT agreement, the Corporation shall require a restriction be added to the bond documents that prohibits any future application for exemption. If a Developer states that they will or may apply for a tax exemption or PILOT agreement, the Corporation shall require a notification to the local tax appraisal district, school district superintendent and the County Judge where the Development is located that such an exemption or agreement will be requested. Developers will also be required to submit confirmation of any exemptions or final agreements to the Corporation. In addition, all of the QPB requirements must be met.

6. Scoring. The Corporation’s Board has adopted the following criteria to score applications to the 501(c)(3) bond program. The Corporation’s scoring system is not intended to rank applicants for competitive purposes, rather it is intended to advance certain Development standards and policy initiatives. Developers may choose any combination of scoring items in order to achieve a score




of at least 45 points. Forty-Five (45) points is the minimum score required in order to be considered for an inducement.

a. Proposed Rents. Applications may receive up to 15 points for proposing Developments that ensure a percentage of rents are affordable to very-low and extremely low-income households. Developments will be required to reserve units for the selected income groups regardless of the availability of rental assistance.

i. 15 points – at least 10% of units will be reserved for families who earn 30% or less than the area median income; or

ii. 10 points – at least 40% of units will be reserved for families who earn 50% or less than the area median income.

b. Income Range for Residents. The Corporation is interested in promoting mixed income housing as a means to improve the lives of residents and build stronger communities. Applications that propose to ensure the following mixed income guidelines shall receive 15 points:

i. Not more then 80% of the housing units will be reserved for persons earning 60% or less than the area median income; and

ii. At least 15% of the housing units will be reserved for persons earning more than 80% of the area median income.

c. High Income Areas. Applications shall receive 10 points for proposing Developments located in a census tract that has a median income at least 110% of the County’s median income.

d. Small and Mid-sized Cities. Applications shall receive 10 points for developments located in communities with populations less than 100,000, but not located adjacent to a PMSA or MSA with a total population of more than 500,000.

e. At-Risk Preservation. Applications shall receive 10 points for the acquisition and rehabilitation of Developments at-risk of losing affordable housing rental contracts or land use restrictions. Developments must demonstrate that the current LURA or Regulatory Agreement is within 3 years of expiration.

f. Supportive Housing. Applications shall receive 10 points for reserving at least 15% of their units for Supportive Housing, as defined by this Policy.

g. Green Building Features. Applications will receive 10 points for obtaining a certification from a qualified third party that the Development meets the minimum certification requirement of the U.S. Green Building Council’s LEED (“LEED”) program. Applications will receive an additional 5 points (maximum of 15 points for this criterion) for meeting the Gold or Platinum certification standards for the LEED program. Certification may be based on the proposed construction plans, and the Development shall obtain an official certification after completion of construction or rehabilitation.

h. Accessible Housing Features. Applications will receive 10 points for certifying that the Development will meet the following housing accessibility standards. Rehabilitation Developments are not exempt from meeting these requirements, if the scoring item is selected:




i. All housing units accessible through a ground floor entrance shall have at least one no-step entry with a 36” entrance door;

ii. All housing and community spaces will be accessible via pathways (sidewalks, ramps, etc…) that meet ADA and Fair Housing accessibility standards;

iii. All door ways in ground floor units (including closets, bathrooms, storage areas, etc…) shall have doors with at least a 32 inch clear opening;

iv. All doors shall have lever handles, and windows shall have accessible release and opening mechanisms;

v. All ground floor units shall have at least one ground floor bathroom with an accessible bath tub or roll in shower, and at least one ground floor bedroom;

vi. All electrical outlets, switches and control panels shall be no higher than 48 inches and no lower than 15 inches; and

vii. All ground floor units shall have kitchens that are accessible pursuant to the Fair Housing Accessibility Guidelines.

i. Local Public Funding. Applications shall receive 10 points for providing evidence that a commitment of financial support, equal to at least $100 per unit, has been committed by a unit of government to the proposed Development. The only qualifying units of government shall be counties, cities, municipal utility districts, and councils of government. The Corporation considers fee waivers, grants and loans as financial support.

j. Resident Services. Applications shall receive 10 points for agreeing to provide at least five (5) four (4) approved resident services to tenants on a monthly basis. This scoring criterion is a higher standard than the Corporation’s threshold criteria for resident services.

k. Developer Experience. Applications shall receive 5 points for providing evidence that the Developer currently owns, and maintains in compliance, a number of multifamily housing units at least twice the amount proposed in the Application.

7. Subsequent Filing Requirements. Prior to final approval of the Bonds by the Corporation’s Board or the Texas Bond Review Board, Developers may be required to file such additional documents or statements in support of their Development, as considered relevant and appropriate by the Corporation, which may include, but are not limited to;

a. Such additional information as requested by the Corporation’s Financial Advisor, Bond Counsel, or Issuer’s Counsel;

b. A draft of any official statement, prospectus, or other offering memoranda through the use of which the proposed obligations are to be offered, sold or placed with a lender, purchaser, or investor, which offering, sale or placement materials shall contain prominent disclosure substantially to the effect that;

i. Neither the Corporation nor the State has undertaken to review or has assumed any responsibility for the matters contained therein except solely as to matters relating to the Corporation and to a description of the obligations being offered thereby;




ii. All findings and determinations by the Corporation and the State, respectively, are and have been made by each for its own internal uses and purposes in performing its duties under the legislation enabling the Corporation and this Policy;

iii. Notwithstanding its approval of the obligations and the Development, neither the State, nor the Corporation endorses or in any manner, directly or indirectly, guarantees or promises to pay such obligations from any source of funds of either or guarantees, warrants, or endorses the creditworthiness or credit standing of the Developer or of any Guarantor of such obligations, or in any manner guarantees, warrants, or endorses the investment quality or value of such obligations; and

iv. Such obligations are payable solely from funds and secured solely by property furnished and to be furnished and provided by the Developer and any Guarantor and are not in any manner payable wholly or partially from any funds or properties otherwise belonging to the Corporation or the State.

8. Public Hearings and Meetings.

a. The Corporation’s Board, at its own discretion, may call any Developer to a scheduled meeting to review the Developer’s experience, qualifications, and/or the characteristics of a Development.

b. The Corporation requires Developers to attend a public hearing in each of the communities where a Development is proposed. If the Development includes multiple sites in several cities, the Corporation may require an additional hearing to be conducted at a central location to all development sites. All public hearings shall be held prior to the final approval of the Bond Resolution by the Corporation’s Board.

c. With respect to public hearings required by the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”), the Corporation shall plan and publish notice, at the expense of the Developer, of the hearing in the Texas Register and the local newspapers of general circulation in the participating jurisdictions at least fifteen (15) days prior to the planned TEFRA hearing. The Texas Register is published only on Fridays and such notice must be provided in advance pursuant to the requirements of the Texas Register guidelines. The Corporation will schedule an appropriate date, time and location for TEFRA hearings based on the schedule of publication.

d. The TEFRA Hearing may not be held (and notice of such Hearing may not be published) prior to the date the Corporation approves the Inducement Resolution; provided, however, that such hearings may be scheduled and publication of the hearing notice may be prepared prior to selection as long as (a) the Corporation’s staff determines that such action is appropriate, (b) the hearing and publication of notice do not actually occur until after selection by the Corporation and (c) the Borrower provides the deposit to the Corporation set forth herein.

e. The Corporation also provides notice of TEFRA hearing(s) to certain members of the Texas Legislature, local public libraries, homeowners’ associations or other recognized neighborhood organizations or groups, and other interested parties designated by the Corporation. The Corporation will publish on its website a hearing information form (the “Hearing Information Form”), which must be completed at least seven (7) days prior to the




date notice must be provided to the Texas Register. The Corporation will not publish notice of a public hearing until it has received the Hearing Information Form, which shall include the following information from the Developer:

i. The names and addresses of any affected homeowners’ associations; and

ii. The names of the state legislators, city council members, Mayor, County commissioners, County Judge, School District Superintendant and School Board President, in whose district or precinct (as applicable) the Development(s) are located. Failure to timely provide this information to the Corporation may result in a delay in public notice and accordingly, a delay in the closing of the financing for the Development.

9. Awards.

a. The Corporation’s Board may select Developers for an inducement of 501(c)(3) bonds based on the results of threshold and scoring criteria review from an application and oral presentations. The Corporation reserves the right not to approve any inducement of 501(c)(3) bonds to any Developer(s), even one that fulfills the Corporation’s threshold and scoring criteria.

b. The Corporation reserves the right in its sole discretion to modify, suspend or amend this program at any time, with or without further notice to any interested party. All costs incurred in the response or application process are the sole responsibility of the Developer. All decisions of the Corporation are subject to such additional conditions, restrictions and requirements as determined by the Corporation in its sole discretion. In addition, the Corporation’s selection of proposed Developments for possible allocation of 501(c)(3) bonds is subject to final allocation approval by the Texas Bond Review Board.

10. Bond Review Board Approval. a. Obligations issued by the Corporation are subject to approval by the Texas Bond Review

Board (the “TBRB”). TBRB rules provide an optional exemption from the formal approval process for Texas State Affordable Housing Corporation multifamily conduit transactions unless such transactions involve an ad valorem tax reduction or exemption. If no ad valorem tax exemption or reduction is requested with respect to the Development, the formal TBRB approval process may not be required. However, if one or more TBRB members request it, the formal TBRB approval process must be followed. If so, representatives of the Developer are expected to attend any TBRB planning session and any TBRB meeting at which the Development will be considered for approval. Additional information may be requested by TBRB members and the Developer’s cooperation in providing this information is required.

b. If the formal TBRB approval process is required, the Corporation, with the assistance of its Bond Counsel, will prepare and file the notice of intent and the TBRB Application for the Development. The Corporation will file the notice of intent and the TBRB Application with the TBRB only if it has timely received all required information and documentation for the completion of the TBRB Application from the Developer.

11. Fees. Developers shall be responsible for fees and expenses incurred as a result of bonds issued on their behalf (the “Cost of Issuance”). Up to two percent (2%) of the Cost of Issuance may




be financed through bond proceeds and will be considered part of the obligations authorized for issuance by the Corporation, where eligible under the Code. Developers shall commit to pay from other sources any Costs of Issuance not payable from tax-exempt bond proceeds. The following fees are payable at the times and in the amounts as described below. ALL FEES ARE NONREFUNDABLE, EXCEPT AS OTHERWISE PROVIDED HEREIN.

a. Application Fee. Developers shall submit a nonrefundable fee of $2,500, made payable to the Corporation, upon submission of the Application.

b. Inducement Fee. Developers shall pay a deposit of $7,500, and an additional $1,000 for each property for Developments involving more than one (1) site, to cover expenses related to public hearings and application to the Texas Bond Review Board, within ten (10) business days of the date the Inducement Resolution is approved by the Corporation’s Board. Additional reimbursements for expenses related to public hearings and application may be requested by the Corporation.

c. Professional Fee Deposit. After inducement and prior to the submission of the application for 501(c)(3) bonds to the Texas Bond Review Board, Developers shall make a deposit with the Corporation which shall be credited against fees and expenses incurred by Bond Counsel, the Financial Advisor and Issuer’s Counsel in connection with the proposed financing. Such deposit shall be $30,000, which represents a $15,000 deposit for Bond Counsel fees, a $7,500 deposit for Financial Advisor’s fees, and a $7,500 deposit for Issuer’s Counsel fees. All fees and expenses incurred by Bond Counsel, the Financial Advisor and Issuer’s Counsel in connection with the Developer’s transaction shall be deducted from such deposit whether or not the obligations are issued. If the accrued fees and expenses of Bond Counsel, the Financial Advisor and/or Issuer's Counsel exceed the amount of such initial deposit, the Corporation may require the Developer to submit an additional deposit payment.

d. Corporation Expenses. Developers shall reimburse the Corporation for all costs and expenditures incurred by the Corporation, prior to and after the selection of the Development by the Board, to analyze the appropriateness and willingness of the Corporation to provide bond financing for the Developer’s transaction, including, but not limited to, the reimbursement of costs and expenditures for (i) on-site visitation of multifamily residential developments to be financed (or the site[s] therefor), (ii) any reports deemed necessary or appropriate by the Corporation and not otherwise provided by the Developer, (iii) all costs and expenses (including travel and related expenses) of conducting public hearings and related meetings [described herein] and (iv) such other activities, inspections and investigations as are deemed necessary or appropriate by the Corporation in connection with its determination of the suitability of the Proposed Development for financing assistance to be offered by the Corporation. The Corporation will invoice the Developer for such costs and expenditures, and the Developer shall pay such invoices within ten (10) days of receipt. Failure to make prompt payment of such invoices may result in a termination of the participation of the Corporation and its consultants in the financing.

e. Financial Advisor Fees. The fee to be paid to the Corporation’s Financial Advisor, acting in a standard Financial Advisor role, shall be 1) for the first $15,000,000 of bond principal, the fee shall be $10,000 plus $2.00/$1,000 of the principal amount of debt issued with a minimum fee of $20,000 (unless otherwise agreed to by the Corporation’s Financial Advisor) and 2) for amounts above $15,000,000 the fee shall be reduced to $1.00/1000 for that




amount over $15,000,000. In addition, the Corporation’s Financial Adviser shall also serve as the bidding agent for an additional fee with respect to all investment contracts to be entered into in connection with the investment of bond proceeds and revenues of the Developments. If the financing structure proposed by the Developer requires non-standard services to be performed by Financial Advisor or involves unique financing features including, but not limited to, multiple sites or complexes in a project, extreme credit quality concerns, hedge agreements, swap agreements, or trust structures the fees to be charged by the Financial Advisor shall be subject to adjustment. Any such adjustment must be agreed to in writing by the Developer before the submission of the Bond Application to the Bond Review Board.

f. Bond Counsel Fees. The fee to be paid to Bond Counsel, acting in a standard Bond Counsel role, shall be $4/$1,000 of the principal amount of debt issued for the first $20,000,000 of the principal amount of debt issued, $3/$1,000 of the principal amount of debt issued for the next $20,000,000 of the principal amount of debt issued, and $2/$1,000 of the principal amount of debt issued thereafter, with a minimum fee of $30,000 (unless otherwise agreed to by Bond Counsel). If the financing structure proposed by the Developer requires non-standard services to be performed by Bond Counsel or involves unique financing features including, but not limited to, multiple sites or complexes in a project, extreme credit quality concerns, hedge agreements, swap agreements, or trust structures the fees to be charged by Bond Counsel shall be subject to adjustment. Any such adjustment must be agreed to in writing by the Developer before the submission of the Bond Application to the Bond Review Board. In addition to the fees paid to Bond Counsel, the Developer will reimburse Bond Counsel for all out-of-pocket expenses incurred by Bond Counsel in connection with the Development. Such expenses include TEFRA notice publication, public hearing notices, Attorney General filing fees, and the preparation and filing of the TBRB Applications and supplements thereto.

g. Issuer’s Counsel Fees. The fee to be paid to Issuer’s Counsel, acting in a standard Issuer’s Counsel role, shall be $1.00/$1,000 of the principal amount of debt issued for the first $10,000,000, $0.80/$1,000 of the principal amount of debt issued for the next $10,000,000, and $0.70/$1,000 of the principal amount of debt issued thereafter, with a minimum fee of $7,500 (unless otherwise agreed to by Issuer’s Counsel.) In addition to the fees paid to Issuer’s Counsel, the Developer will reimburse Issuer’s Counsel for all out-of-pocket expenses incurred by Issuer’s Counsel in connection with the Development. If the financing structure proposed by the Developer requires non-standard services to be performed by Issuer’s Counsel or involves unique financing features including, but not limited to, multiple sites or complexes in a project, extreme credit quality concerns, hedge agreements, swap agreements, or trust structures the fees to be charged by Issuer’s Counsel shall be subject to adjustment. Any such adjustment must be agreed to in writing by the Developer before the submission of the Bond Application to the Bond Review Board.

h. Closing Fees. Concurrently with the closing of the financing, the Developer shall pay or cause to be paid all fees and expenses in connection with the issuance of the obligations including, Bond Counsel Fees, Financial Advisor Fees, Issuer’s Counsel Fees, and the actual amount of any closing or acceptance fees of any trustee for the obligations, any fees and premiums for casualty and title insurance, any security filing costs, any fees for placing the obligations, any fees and expenses of any compliance agent appointed in connection with the review of any




property, any out-of-pocket expenses incurred by professionals acting on behalf of the Corporation, and any other costs and expenses, including issuance expenses, relating to the obligations, their security, and the Development. Developers shall pay or cause to be paid a closing fee to the Texas Bond Review Board the greater of $1,000 or 0.025% of the principal amount of the bonds certified as provided by §1372.039(a)(1), Government Code. Additionally, the Corporation shall receive a Closing Fee of $0.50 per $1,000 principal amount of obligations issued, with a minimum closing fee of $5,000.

i. Administrative Fee. Until the final maturity of the obligations, the Developer will pay an Administrative Fee, remitted through the respective bond trustee to the Corporation on such basis as designated by the Corporation, in an amount equal to ten (10) basis points annually of the aggregate principal amount of the obligations outstanding, with a minimum annual fee of $5,000. The first annual payment of the Administrative Fee shall be paid at closing. The Administrative Fee is exclusive of the trustee’s fee, compliance agent fee, rebate analysts’ fee, asset-oversight management fee, audit fee, independent analyst fee, and any other costs or extraordinary costs as permitted under the respective bond documents. Payment of the Administrative Fee is to be covered by the bond credit enhancement and/or secured under the first mortgage on the property assigned to the bond trustee. The Corporation may require the payment of the Administrative Fee to be guaranteed by the Development owner and/or general partner(s).

j. Trustee’s Fees. The Developer shall select a bond trustee from a list of bond trustees approved by the Corporation to administer the funds and accounts pursuant to the trust indenture between the Corporation and the trustee bank. All trustee fees and expenses, including fees of trustee’s counsel, shall be approved by the Corporation, and will be paid by the Developer.

k. Auditor’s Fees. The Corporation may at any time over the life of the Development appoint an auditor to review the financial transactions under the bond documents, the compliance agent, and a rebate analyst to perform an analysis of rebate requirements with respect to the issue. Such fees and costs shall be paid by the Developer.

l. Continuing Costs. Developers shall pay to the Corporation, in the manner described in the Development documents, the following amounts:

i. An annual asset oversight and compliance fee the greater of $45 per unit or $2,500 for each property included in the Development, plus $750 for each property with less than 100 units in a pooled transaction (as such fee may be adjusted in accordance with the Asset Oversight and Compliance Agreement). The Corporation may require the owner of the Development and/or related entities or person to guaranty the payment of these fees;

ii. Any amounts payable pursuant to any indemnity contract or agreement executed in connection with any financing by the Corporation completed as herein contemplated, and

iii. The amount allocable to each Developer (whose financing has been completed) of costs and expenses incurred by the Corporation in the administration of the indemnity contract or agreement, any program established in connection with the financing of a Development, and any obligations of the Corporation, including an




annual accounting and/or audit of the financial records and affairs of the Corporation. The amount of costs or expenses paid or incurred by the Corporation under this clause shall be divided and allocated equally among all Developers whose financings have been completed.

m. Changes in Fees. The Corporation reserves the right at any time to change, increase or reduce the fees payable under this Policy. All fees imposed subsequent to closing by the Corporation under this Policy will be imposed in such amounts as will provide funds, as nearly as may be practical, equal to that amount necessary to pay the administrative costs of conducting the business and affairs of the Corporation, plus reasonable reserves therefore.

n. Failure to Timely Pay Fees and Costs. The Corporation will not consider submissions for future transactions proposed by Developers who are delinquent in the payment of any fees described herein.

12. Document Preparation. Bond Counsel shall have the primary responsibility for the preparation of the legal instruments and documents to be utilized in connection with the financing of the Development by the Corporation. No bonds or other obligations will be sold or delivered unless the legality and validity thereof have been approved by Bond Counsel. The Developer, Bond Purchaser and their respective legal counsels shall cooperate fully with Bond Counsel, the Financial Advisor, the Issuer’s Counsel and the Corporation’s agents in the preparation of such materials.

13. Material Changes to Financing Structure. Any and all material proposed changes to the financing structure, ownership of the Development, or scope or materials of or for the proposed Development, from that set forth in the application must be disclosed to the Corporation immediately in writing and approved by the Corporation.

14. Time Limits. In the event that the Development does not close within the time frame established by the Corporation, the Corporation reserves the right to terminate its participation in the financing.

15. Final Approval by the Corporation. The Corporation’s Board shall consider final action on the Bonds after the completion of the public hearings and upon recommendation by the Corporation’s staff. If approved, the Board shall adopt a resolution, in such form as is recommended by Bond Counsel, authorizing the issuance of obligations to provide financing for the Development. Final approval will be granted only upon:

a. Receipt by the Board of evidence satisfactory to it that the Developer has complied in all material respects with this Policy not otherwise waived by the Board; and

b. An affirmative determination of the Board that:

i. All requirements for and prerequisites to final approval under this Policy have either been satisfied or waived and are in form and substance satisfactory to the Board; and

ii. The operation of the Development(s) will constitute a lawful activity, is qualified for approval by the State, complies with and promotes the purposes of the Corporation and satisfies the requirements of the Corporation.

16. Closing of the Transaction. Following the public hearing(s) and final approval by the Corporation and the TBRB, if necessary, the Corporation will proceed to close the financing in




accordance with the documents approved by the Corporation and when finally approved by the Texas Attorney General and Bond Counsel in accordance with the terms of the sale or placement.

a. Structure of Bond Sale. Developers shall be responsible for determining the structures of the sale of bonds, but are encouraged to contact the Corporation’s Financial Advisor for information regarding Bond transactions in Texas. Developers are required to execute an agreement in connection with awarding the sale of the Corporation’s obligations to an underwriter or to an institutional purchaser through a private placement that obligates the Developer to the payment of the costs of issuing such obligations as more fully described herein.

b. Public Sale Requirements. Bonds to be sold publicly, whether by competitive bid or negotiated sale, shall have and be required to maintain a debt rating the equivalent of at least an "AA" rating assigned to long-term obligations by a nationally recognized rating agency acceptable to the Corporation. If the Bond Rating is based upon a credit enhancement agreement provided by an institution other than the Developer or Development Owner, the form and substance of the credit enhancement must be approved by the Corporation and its Financial Advisor, and through the Bond Resolution, approved by the Corporation’s Board. Remedies relating to failure to maintain appropriate credit ratings shall be provided in the financing documents relating to the Development.

c. Obligations with an investment grade rating of “AA” or higher may be in minimum denominations of $5,000, if any. For the Corporation to approve transactions that are rated “A-” (or its equivalent) or higher but less than “AA,” the obligations must be sold in minimum initial denominations of $100,000 and in integrated multiples of any amount for amounts in excess of $100,000.

d. Limited Offering Requirements. If the obligations do not have an investment grade rating of “A-“ (or its equivalent) or higher, the Corporation will consider such obligations to be non-rated for purposes of this subsection. The Corporation may require that the obligations be rated or permit, at its sole discretion, the issuance of the obligations without a rating. The Corporation requires that non-rated obligations be privately placed or offered on a limited basis with transfer and other restrictions. In order for a non-rated transaction to be considered by the Corporation, the placement must comply with the following minimum requirements: (i) the sale must be made to a “qualified institutional buyer” as defined in Rule 144A of the Securities Act of 1933 (a “QIB”) or an Institutional Accredited Investor as defined in Rule 501(a)(1), (2), or (3) of Regulation D under such act (an “Institutional Accredited Investor”) and cannot be an underwriting or purchase with an intent to resell any portion of the obligations, (ii) if they are sold to QIBs or Institutional Accredited Investors, the obligations must be issued in minimum denominations of not less than $250,000 and integral multiples of any amount in excess thereof, (iii) at such time as the bond financing is presented to the Corporation for final approval, the Developer (or placement agent, if applicable) must (a) identify the Purchaser of the obligations and (b) provide a written commitment from the Purchaser in form and content customarily used by real estate lending institutions outlining the terms and conditions of such commitment to purchase the obligations, (c) the Purchaser must represent that it is in the business of originating or acquiring and owning for its account, tax-exempt bonds or mortgage loans on multifamily




rental housing properties, (d) there shall be no offering statement of the Corporation, or when a placement agent is involved in the sale of the obligations, there may be a placement memorandum prepared by the agent for the Purchaser, and (e) the Corporation may require that one physical obligation be issued with a legend stating that the initial and any subsequent purchaser(s) of such bond shall be a QIB or an Institutional Accredited Investor, as applicable. In the case of a private placement transaction, the Developer or placement agent, upon delivery of the obligations, shall provide the Corporation with an executed investment letter from the investor purchasing the obligations substantially to the effect that: (1) it is engaged in the business, among others, of investing in tax-exempt securities and is a QIB or an Institutional Accredited Investor, as applicable; (2) it has made an independent investigation into the financial position and business condition of the Developer and therefore waives any right to receive such information; (3) it has received copies of the financing documents pursuant to which such obligations are issued; and (4) that it has purchased for it own account and not with the intent to sell them. A complete form of such investment letter will be provided by the Corporation.

e. Any variation to the requirements set forth above must be requested in writing by the Developer and must be approved by the Corporation, and be acceptable to the Bond Counsel, Financial Advisor, and Issuer’s Counsel.

f. Required Approvals. No Developer, or any representative of any Developer or the Corporation, shall represent, directly or indirectly, to any lender (interim or otherwise) supplier, contractor, or other person, firm, or entity that the Corporation has agreed or is firmly committed to issue any obligations in relation to any Development detail until the Board has given final approvals for the issuance thereof under this Policy, and then subject to the governmental approvals required by this Policy and the approval of the Attorney General of the State of Texas, the approval of Bond Counsel and subject to any requirements imposed by the Corporation’s Articles of Incorporation.

g. Offering Statement. No Developer, or any representative of the Developer or the Corporation, shall ever make any representation, directly or indirectly, express or implied, of any fact contrary to the disclosures required to be made by this Policy.

h. Registration. Neither the Developer nor any securities firm, underwriter, broker, dealer, salesman, or other person, firm, or entity shall offer, sell, distribute, or place any obligations authorized by the Corporation by any process, method, or technique or in any manner, transaction, or circumstances or to any person or persons, the effect of which would be to require such obligations to be registered or would require filings to be made with regard thereto under the laws of the state or jurisdiction where such offer, sale, distribution, or placement is made without first registering the same or making the filings regarding the same required by such laws.

17. Failure to Comply with this Policy. The Corporation will not consider submissions from Developers for a potential Development if the Developer is a borrower (or a related party thereto) in connection with obligations previously issued by the Corporation and such borrower (or related party) is not in compliance with the Corporation’s requirements or is delinquent in the payment of any fees or costs with respect to such previously issued obligations of the Corporation.




18. OTHER REQUIREMENTS. THE CORPORATION MAY IMPOSE ADDITIONAL OR DIFFERENT REQUIREMENTS ON A DEVELOPER THAN THOSE PROVIDED IN THIS POLICY IN THE EVENT THAT THESE ADDITIONAL OR DIFFERENT REQUIREMENTS BECOME NECESSARY TO PROVIDE THE BEST OPPORTUNITY FOR APPROVAL BY THE CORPORATION’S BOARD OF DIRECTORS AND/OR THE TEXAS BOND REVIEW BOARD.

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