mhpartners · 12200 tech road, suite 250, silver spring, md 20904 phone: 301-622-2400 fax:...

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

BOARD MEETING NOTICE Date: Tuesday, December 3, 2013 Time: 6:30 p.m. Board Meeting Place: Pembridge Community Center **

2315 Blueridge Avenue Wheaton, MD

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

FINAL AGENDA

6:30 I. INFORMATION EXCHANGE A. President’s Report B. Chair’s Report C. Report from Committees D. Building Dreams Moment

IV. CONSENT ITEMSA. Approval of Minutes of October 29, 2013

V. DISCUSSION AND ACTION ITEMSA. Resolution 13-39 – Authority to Participate in FHLB ApplicationB. Resolution 13-40 – Creation of MHP SSLR, Inc.C. Resolution 13-41 – Establishment of MHP SSLR Board of DirectorsD. Resolution 13-42 – Spending Authority for SSLR Pre-developmentE. Resolution 13-43 – Equity Fund Loan from Housing Partnership FundF. Resolution 13-44 – FY14 Budget – 439 North FrederickG. Resolution 13-45 – FY14 MHP BudgetH. Resolution 13-46 – Loan from MHP to 610-614 SSA, LLCI. Resolution 13-47 – 610-614 SSA, LLC Acceptance of Loan

VI. REPORT FROM SUBSIDIARIESA. Property Refinancing Resolutions – MHP SSI (Glenville Road), MHP Pembridge, and

MHP Great Hope Homes B. Election of Officers – MHP SSLR, Inc.

VII. BOARD RETREAT FOLLOW-UP

VIII. INFORMATION ITEMSA. Financial ReportB. Fundraising ReportC. Board Calendar

8:30 IX. ADJOURNMENT

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

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PRESIDENT'S REPORT

1. Parkview Towers (125 units) – Hamel Builders (the contractor) is currently on schedule to

complete this tenant-in-place rehab by May 2014. Due to more work in residents’ units than expected, staff will need to temporarily relocate residents to vacant units and/or in hotels in order to minimize further disturbance to residents and to complete construction on time.

2. 439 N. Frederick (32 units) – The renovation work (approximately $680,000) began in late September and should be complete by the end of the year. The contractor is C. M. Parker.

3. Olney Springs (114 for-sale homes) – All major site work, including paving, was completed in mid-November. Sales are going well—13 of 46 market rate contracts, 31 of 34 workforce contracts (three have settled), and 34 of 34 MPDU contracts (10 have settled).

4. Silver Spring Library Residential Project (149-units; mixed family/seniors) – The final

piece of the financing for the project is now in place, as The State of Maryland recently awarded the project 4 percent tax credits and $4 million in Rental Housing Works funding. AGM Financial (our consultant) continues to process the HUD application for the permanent financing, and the County is processing our building permit application. We plan to close on financing and begin construction by June 2014.

5. Neighborhoods – Staff is analyzing the data collected from surveying 216 households in the

Long Branch area as part of NeighborWorks Community Impact Measurement Initiative. Staff also continues to work on organizing policy meetings around the proposed Purple Line as part of the Enterprise contract. MHP also signed a $100,000 contract with the County for FY14 neighborhoods work.

6. MPDUs – With a recent $1 million award from the County, MHP will purchase (as rentals)

up to seven older MPDUs. The sellers have had a hard time selling the units, primarily because potential buyers could not get FHA mortgages. MHP is currently negotiating contracts on four units located in Clarksburg and Germantown.

7. Financial Literacy Training – In October, staff completed a four-week financial literacy

training program for 22 residents.

8. Fundraising/Marketing – The second annual Building Community ~ Fulfilling Dreams Benefit Breakfast was held on Wednesday, October 23. Total funds raised to date (cash/pledges) is $160,015. 19 people joined the Circle of Builders Multi-year Giving Society. Our next Building Dreams on-site tour is scheduled for December 5. We would like to start setting up Building Dreams Road Shows for the new year. If you know of a company who would like to host a tour, please let us know. The Board/Staff Holiday Mixer and Wrap Party is set for Thursday, December 19th from 5:30pm – 7:30pm at the MHP office.

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9. Community Life – Trawick Foundation: MHP, Class Act, Pre-flight, and Pyramid Atlantic

were awarded a grant for $115,000. The grant is for a 5-week summer camp for middle school boys only. This camp will take place at two sites: 7610 Maple and Greenwood. During those 5 weeks, 30 participants will learn about the concept of flight in nature and aviation. The camp will be for 5 days a week and will take place from June 23rd to July 2nd, 2014. Toy Drive: The holiday parties for Amherst, Arcola, Glenville, Gilbert, Greenwood, Great Hope Homes and Maple are scheduled for Wednesday, December 4. The parties will take place during the regular program hours.

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MHP Board Meeting

October 29, 2013

Meeting Called to Order at 6:40

I. Community Life Presentation a. Robert Goldman and Sulema Middleton Stewart introduced Ernst Aristor as MHP’s

newest employee of CL Department and leader of the GATOR (21st Century) program;Sulema pointed out the statistics in the packet; Vicki Davis asked what the residentswant and do not have now – Sulema responded that the parents would like to haveprograms expanded to 3 hours but this would involve getting a daycare license, fullkitchen, healthcare supervisor, but experience has shown that the kids are also lessengaged after 2 hours; have long waiting list at 7610 Maple and can’t refer them to ourother programs because they are all full; not just a matter of space, but also cost andfinding capable staff; Rob said that the GATOR program addresses some of the spaceissue with the Wheaton programs; Cindy Bar wondered if this should be the model forthe future; Ernst explained the GATOR program - 3 components: homework completion,enrichment, and literacy; initial survey has provided excellent feedback; CL does parentmeetings at different sites to encourage their involvement in their children’s education

II. Committee MeetingsIII. Information Exchange

a. Report from committees – Fundraising: Devon Seybert reported that the committeereviewed donations year-to-date and what to expect between now and December;discussed toy drives and need for donors and have commitment from two businessesalready, hoping for a board-wrapping party and Devon will send out options for dates;Finance: Artie Harris spoke about meeting that he and Rob have with EYA tomorrow andwas asking board about their thoughts on how we could partner with them or other bigdevelopers – Mike Schlegel suggested finding out what problems we could solve forthem, Vicki Davis said that possibility of 9% tax credits would be of value to them aswould homeownership counseling as well as goodwill with entities like Takoma Park,she also suggested we could pre-purchase units; Richard Smith said we should look atother developers who don’t have our same expertise; discussion of budgets –1)management fees – Rob spoke to other affordable housing providers and seems to bein the $45-50 per unit per month range, but for small properties, they require$2,000/month as a minimum and for us, this would mean we would spend even more

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for fees; Vicki stated that some properties are paying over $60/unit; Rob feels this would need a major discussion; Linda Kelly suggested setting a timeframe (6 months) for this and the need to address this in current budgets – may want to set deadline to explore and bring back to the board; Vicki wants a portfolio, strategic and mission view; Richard suggests strategic look at the management of portfolio; phase I would be to present who we serve (demographics), and we need to determine how to get to phase II and present at next board meeting; Linda recommended approval of budgets keeping management fees as is; committee recommends approval of budgets with management fees at current rates; Mark Meier received commitment of funds from Community Housing Capital – interest only loan in order to build up equity fund, to be given out in traunches over 3 years and would allow Artie to be a cash-buyer in deals; require $75,000 commitment fee; committee recommends approval of loan commitment

b. Building Dreams Moment – report from Breakfast – have commitment of $153,015; about 110 people gave a gift from breakfast; someone committed 13 computers; distributed tour schedule for next six months

c. Board Retreat Follow-up – Vicki spoke that the executive committee is suggesting different committee structure and giving people an opportunity to change committees for next year – each board member should think about how they want to serve and share with the executive committee

IV. Consent Items a. Minutes of September 24,2013 were unanimously approved

V. Discussion and Action Items a. MHP Draft Budget – Vicki said that the executive committee discussed a plan to modify

how the budget will be presented for next year - a committee will review draft along with assumptions and trends; the 2014 budget will have additional contract income, but is offset with additional costs; almost on budget for revenues for 2013; significant increase in development fees; also increase in salaries

b. MHP 990 Draft – audit committee has reviewed the draft and it is in the packet for board to see and comment; Linda said that the audit committee is recommending approval of 990; unanimously approved

c. Resolution 13-31 – Nomination of Tim Warner to Board of Directors – approved unanimously

d. Resolution 13-36 – Gilbert Highlands Budget - approved unanimously e. Resolution 13-37 – 610-614 Silver Spring Budget – approved unanimously f. Resolution 13-38 – Authority to sign Community Housing Capital Loan Documents – an

organization wide loan to be used towards acquisition as cash-buyers; recommended by Finance Committee; unanimously approved

VI. Report from Subsidiaries a. The subsidiary corporation will meet to vote on the budget resolutions. All were

approved. VII. Information Items

a. Financial Report

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b. Fundraising Report c. Board Calendar – reminder that board meeting will be one week later on December 3rd

VIII. Meeting Adjourned at 8:20 and then went into executive committee

Board Members Present: Mary Sokolowski, Jorgen Punda, Richard Smith, Cynthia Bar, Linda Kelly, Mike Schlegel, Vicki Davis, Stephen Holmquist, Lilian Catalina Chavarriaga

Board Members Absent: Barry Flax, Evan Glass, Alisa Smedley, Vicky Carrasco, Gene Sachs, Chris King, Matt Leydig

Staff Members Present: Robert Goldman, Jill Goodrich, Devon Seybert, Artie Harris, Sulema Middleton Stewart, Mark Meier, Ernst Aristor

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MEMORANDUM

To: MHP Board

From: Real Estate Department

Date: December Board Meeting

RE: Silver Spring Library Residential

SSLR is projected to close on the construction financing in June of 2014. Currently we have all preliminary commitments for approximately $44 mill ion in permanent f inancing. The project also has all si te plan approvals, and we have submitted an application for the building permit .

The resolutions below relate to finalizing the organizational structure, applying for additional funds for the project, and spending all of the authorized predevelopment funds.

The attached Montgomery Housing Partnership, Inc. Resolution 13-39 authorizes MHP to apply for funds from the Federal Home Loan Bank. We plan to apply for a $500,000 grant that would be used for potential gap financing should costs increase between now and construction closing.

The attached Montgomery Housing Partnership, Inc. Resolution 13-40 authorizes MHP to form MHP SSLR, Inc., a Maryland for-profit-corporation, to be a member of the limited liability corporation which is the general partner of the limited partnership owner.

The attached Montgomery Housing Partnership, Inc. Resolution 13-41 authorizes MHP SSLR, Inc. to appoint five persons to its board of directors.

The attached MHP SSLR, Inc. Resolution 13-01 appoints the officers of the corporation.

The attached Montgomery Housing Partnership, Inc. Resolution 13-42 authorizes MHP to spend up to $150,000 i n p r edeve lop men t funds for the SSLR project and for MHP and the ownership entity, SSLR, L.P. to spend all of Montgomery County’s $2,000,000 predevelopment loan.

The County has committed $2,000,000 in predevelopment forgivable loan funds (grant) for the project. We anticipate having approximately $2.3 million in predevelopment costs and the County is requiring MHP and Donohoe to jointly contribute $300,000 to these predevelopment costs (This contribution will be split evenly between MHP and Donohoe). Our team will be repaid for its predevelopment contributions at construction loan closing. Our team and the County will contribute predevelopment funds pari passu (for example, for every dollar required our team contributes $0.15 and they contribute $0.85). In resolution 12-16, the Board previously authorized MHP to spend $55,000 of its own money and $700,000 of the County’s predevelopment funds. As we approach the June 2014 closing date, we are now looking for approval to spend all of the County’s $2,000,000 in predevelopment funds and $150,000 in MHP funds.

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The project’s projected predevelopment uses are: USES Total 1. Architect and Engineering $855,000 2. Civil Engineering $175,000 3. Planning (Project, Site, Preliminary etc.)

$158,000

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

$460,000

TOTAL PREDEVELOPMENT COSTS

$2,288,855

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MHP

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

RESOLUTION 13-39 RESOLUTION OF THE BOARD OF DIRECTORS OF

MONTGOMERY HOUSING PARTNERSHIP, INC.

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the “Participant”), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Participant on December _____, 2013, the following resolution: RESOLUTION AUTHORIZING PARTICIPATION IN COMMUNITY INVESTMENT SERVICES

PROGRAMS OF FEDERAL HOME LOAN BANK OF ATLANTA

I, the undersigned, being the duly qualified and acting Secretary of _______________________________________ (the "Participant") hereby certify that:

a) the Participant is duly organized and existing, and has the power to take the actions

called for by the following resolution (the "Resolution");

b) no provision in the Articles of Incorporation, By-Laws or other governing documents of the Participant limits the power of the governing body of the Participant to adopt the Resolution;

c) the Resolution is in conformity with the Articles of Incorporation, By-Laws and other governing

documents of the Participant;

d) the Resolution is a true copy of a resolution duly adopted by the governing body of the Participant and recorded in the minutes of a meeting of the governing body held on ., 2013; and

e) the Resolution has not been rescinded or modified and is in full force and effect.

RESOLVED:

1 The Participant may participate in various community investment programs (the "Programs")

offered by Federal Home Loan Bank of Atlanta (the "Bank") through its Community Investment Services department, including without limitation the Bank's Affordable Housing Program.

2 The Chairman, Vice Chairman, President, the Chief Executive Officer, the Chief Financial Officer

and the Vice Presidents (including Executive Vice Presidents, Senior Vice Presidents, and any officers more senior than Vice President) or, if such titles or positions are not utilized by Participant then the Executive Director, General Partner, Managing Partner or similar title of Participant, and each of them (the "Authorized Persons"), is hereby authorized to execute any agreement or application governing or relating to Participant's involvement in any of the Programs.

3 The execution and delivery of that certain Access Form for Sponsor Web System Access and the

Terms and Conditions for Sponsor Web System Access are hereby ratified and confirmed. 9

4 The Bank will be entitled to rely on this resolution until Participant provides the Bank with a resolution changing or rescinding this resolution. No change or rescission will be given effect until the Bank receives such certified copy and the Bank has been afforded a reasonable opportunity to act on such change or rescission, and no such change or rescission will affect any then-existing agreement between the Bank and the Participant, unless the Bank agrees to such effect, in each instance, in writing. Participant will indemnify and hold harmless the Bank from any loss suffered or liability incurred by the Bank prior to receipt of such certified copy as a result of the Bank acting as if such rescission or change had not occurred.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of

the Participant this day of ______________________________ , 20__

(CORPORATE SEAL) Corporate Syecretary

Rev. 9-24-02 2

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RESOULTION 13-40 RESOLUTIONS OF THE

BOARD OF DIRECTORS OF MONTGOMERY HOUSING PARTNERSHIP, INC

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on December ____, 2013, the following resolution: WHEREAS, MHP, was organized for the purpose, among others, of developing and operating low-income housing; WHEREAS, the Corporation is a member and manager of Silver Spring Library Residential GP, LLC (the “General Partner”) which is the general partner of Silver Spring Library Residential, L.P. which will own a 149 unit mixed income, multi-family senior apartment building at 929 Bonifant Street, Silver Spring, MD (the “Property”); WHEREAS, the Corporation wishes to obtain an investment from a tax credit syndicator to assist with the cost of the construction of the Property; WHEREAS, in order to obtain the investment from such tax credit syndicator, it is appropriate to establish a new for-profit entity as a member of the General Partner; WHEREAS, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to take all actions to create a new entity, MHP SSLR, Inc. to replace MHP as a member of the General Partner. NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to create and establish a corporation to be known as MHP SSLR, Inc, to be wholly owned by the Corporation, by filing with the State Department of Assessments and Taxation Articles of Incorporation. BE IT FURTHER RESOLVED, that the President, Vice President of Operations, or Vice President of Real Estate of the Corporation be and hereby is authorized, empowered and directed, on behalf of the Corporation for its own account, to take such actions set forth above and take such further actions, and to execute such additional documents and instruments, as the person taking such actions, or executing such documents or instruments, may deem necessary or appropriate in connection with the matters authorized in the foregoing resolution, and the signature of such President, Vice President of Operations, or Vice President of Real Estate on any documents or instrument or the performance of any such actions shall be conclusive

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evidence of such President or Vice President’s authority to take such actions or execute such documents or instrument on behalf of the Corporation; and RESOLVED FURTHER, that any and all acts heretofore taken by the President or Vice President of Operations or Vice President of Real Estate of the Corporation in connection with the matters authorized by the foregoing resolutions are hereby ratified, confirmed, adopted and approved by the Board of Directors of the Corporation. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this ___ day of December 2013. _________________________________ Jill Goodrich, Assistant Secretary

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RESOLUTION 13-41

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

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on the ____ day of December, 2013, the following resolution: WHEREAS, MHP was organized for the purpose, among others, of developing and operating low-income housing and is currently a member of Silver Spring Library Residences GP, LLC (the “General Partner”) which is the general partner of Silver Spring Library Residences, L.P. (the “Owner”) which will own and operate the Silver Spring Library Residences located at 929 Bonifant Street, Silver Spring MD (the “Property”); WHEREAS, MHP will be replaced by a Maryland corporation MHP SSLR, Inc. as a member of the General Partner; WHEREAS, the Articles of Incorporation of MHP SSLR, Inc. have been or will be, filed with the State Department of Assessments and Taxation; WHEREAS, MHP SSLR, Inc. is an entity wholly owned by MHP;

WHEREAS, MHP SSLR, Inc. has organized and adopted Bylaws which provide for

MHP to elect directors for MHP SSLR, Inc.; and WHEREAS, the Board of Directors of MHP deems it to be in the best interests of MHP to take all actions to facilitate the organization and operation of MHP SSLR, Inc. NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of MHP SSLR, Inc. shall consist of the five (5) persons listed below;

BE IT FURTHER RESOLVED that the following persons shall serve as the Board of Directors for the one year term provided for in the Bylaws: Linda Kelly Cynthia Barr Gene Sachs Robert Goldman Jill Goodrich

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IN WITNESS WHEREOF, that the foregoing Resolution was duly adopted by the Board of Directors of the Corporation, and that I am Jill Goodrich, Assistant Secretary of the Corporation. By: ______________________________________ Jill Goodrich, Assistant Secretary

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MONTGOMERY HOUSING PARTNERSHIP, INC.

The Board of Directors of Montgomery Housing Partnership, Inc. (the "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on ___________, 2013 the following resolution:

WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; and

WHEREAS, the Corporation together with the Donohoe Companies, Inc submitted a Response (the “Response”) to a Request for Proposals from Montgomery County to develop multi-family housing on land (the “Property”) in Silver Spring, Maryland (the “Development”) adjacent to the planned location of the new library; and

WHEREAS, the Corporation’s Response was accepted by Montgomery County and it was awarded the rights, together with the Donohoe Companies, Inc, to develop, construct, operate and manage the Development; and

WHEREAS, by Resolution No. 12-15, the Corporation authorized the establishment with the Donohoe Companies, Inc. of a limited partnership known as Silver Spring Library Residences, L.P. (the “Owner”) to be the ultimate owner and developer of the Development; and

WHEREAS, Montgomery County has proposed that the Development be constructed on the Property subject to a long term lease with the Owner ultimately owning the improvements on the Property; and

WHEREAS, in order to complete the planning and approval process for the Development, the Corporation recognizes that funds will be required for the payment of permits, consultants, applications, preparation of plans and drawings and presentations to various government agencies; and

WHEREAS, a budget for these costs has been prepared and presented to the Corporation; and

WHEREAS, Montgomery County has agreed in connection with its approval of the Response to advance $2,000,000 to the Corporation to assist with the predevelopment expenses connected with the Development, out of a total estimated predevelopment expense budget of approximately $2,300,000.

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WHEREAS, the Board of the Corporate previously authorized the Corporate to spend an amount up to Seven Hundred Thousand Dollars ($700,000) for predevelopment expenses for the Development through December 31, 2012, and to advance a maximum of $105,000.00 as a capital contribution to the Owner, equally funded from the Corporation and the Donohoe Companies, for predevelopment expenses through December 31, 2012. NOW THEREFORE, BE IT RESOLVED, that the Corporation is authorized to spend an amount up to Two Million Three Hundred Thousand Dollars ($2,300,000) for predevelopment expenses for the Development. BE IT FURTHER RESOLVED, that the Corporation is authorized to advance a maximum of $300,000.00 as a capital contribution to the Owner, equally funded from the Corporation and the Donohoe Companies, for predevelopment expenses until closing on the construction financing, including, but not limited to, the planning, site plan approval process and tax credit application preparation for the Development to be drawn in pari-passu with the Loan provided by Montgomery County and in accordance with the budget presented to the Corporation and to be reimbursed in a manner acceptable to the Corporation from the Development. RESOLVED FURTHER, that any and all acts heretofore taken by the President or Assistant Secretary or Vice President for Real Estate of the Corporation in connection with the matters authorized by the foregoing resolutions are hereby ratified, confirmed, adopted and approved by the Board of Directors of the Corporation. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this _____ day of _________, 2013 _________________________________ Jill Goodrich, Assistant Secretary

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

TO: MHP Board Members FROM: MHP Finance DATE: November 2013 RE: Housing Partnership Fund Term Sheet and Resolutions MHP has been given a term sheet for up to a $1,000,000 loan from The Housing Partnership Fund, Inc. to support acquisition financing for multi-family properties. The loan is a 3 year term to be advanced upon execution of loan documents. The loan proceeds will be used as equity in the acquisition of properties. The loan bears interest at 5.50%, fixed. Payments on the loan are interest only to be paid monthly. The Commitment fee for this loan is 1.25% and all lender legal costs are the responsibility of the borrower. Collateral for the loan is cash equal to 25% of the loan amount. ** See attached schedule for list of funds raised to date.

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Summary of Equity Fund or Enterprise Level Financing

Calvert Loan 500,000$ 4.50% May 31, 2014Enterprise 220,000 7.50% June 1, 2016Enterprise 680,000 0.25% June 1, 2016Enterprise Grant 100,000 0.00%AHMI Fund 1,000,000 5.25% October 1, 2018Community Housing Capital 5,000,000 6.00% Pending 48 monthsHousing Partnership Fund 1,000,000 5.50% Pending 36 months

Total 8,500,000$

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FINANCING TERM SHEET

Enterprise Loan

November 15, 2013

Borrower: Montgomery Housing Partnership, Inc. (the “Borrower”)

Lender: The Housing Partnership Fund, Inc. (“HPF”) or an affiliate or nominee

designated by HPF (the “Lender”)

Loan Amount: $750,000-$1,000,000 (the “Loan Amount”), final amount to be determined

through underwriting, full amount to be funded at closing

Purpose: The purpose of this loan is to provide the Borrower with funds at an enterprise

level to be used as interim equity for the acquisition of affordable housing

acquisition and redevelopment.

Interest Rate Interest on the Loan shall be paid monthly at a fixed rate equal to five and a half

percent (5.5%), payable monthly in arrears.

Term: Three (3) years

Advances: All Funds shall be advanced at closing of the loan

Origination Fee: One percent (1.25%) of the Loan Amount, 50% of this fee will be due upon

signing of the commitment letter and the balance due at closing.

Recourse: Borrower is liable for the repayment of principal, interest and all costs, losses,

liabilities and expenses incurred by Lender in connection with the Loan.

Security: Up to 25% of loan amount to be cash-secured; pending full underwriting, Lender

would consider reducing this requirement

Covenants: Standard and customary covenants will be included in the loan documents,

including net asset and liquidity covenants.

Financial Reporting

Requirements: Quarterly and annual financial reporting to be required as well as project-level

information for purposes of collecting impact data; more detailed requirements to

be specified in loan documents.

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Expenses: All legal costs incurred as part loan closing shall be the responsibility of the

Borrower.

Expiration of Term

Sheet: This Term Sheet shall be deemed null and void if an executed copy is not

delivered to Lender by 5:00 PM EST on December 6, 2013.

Term Sheet

Not a Commitment: Borrower understands and agrees that this Term Sheet is provided solely for

discussion purposes and is not a commitment of any kind. As such, the terms set

forth herein are not binding upon Lender. Lender may withdraw from such

discussions at any time and for any reason in Lender’s sole and absolute

discretion. Borrower further understands and agrees that Lender is not obligated

to enter into the transaction contemplated by this Term Sheet, on the terms set

forth herein or on any other terms, unless and until Borrower executes and

delivers final documentation (in its sole and absolute discretion), the terms of

which shall supersede in their entirety the terms set forth herein.

Counterparts/Facsimile

& Electronic

Signatures: This Term Sheet may be executed in any number of counterparts, each of which

shall be treated as an original, but all of which, collectively, shall constitute a

single instrument. This Term Sheet may be executed and delivered by facsimile

transmission or electronic mail (i.e., “pdf”), and an executed copy of this Term

Sheet delivered by facsimile transmission or electronic mail shall be deemed to

be an original counterpart for all purposes.

Other: All final documents docs to be satisfactory to lender and lender’s counsel. All

representations of Borrower to induce the loan are deemed material.

The foregoing terms and conditions are predicated on our present understanding of the proposed

transaction. Upon development of a more comprehensive understanding of details relevant to the

transaction, further assurance of performance or modification of the financing arrangements may be

required.

Remainder of page intentionally left blank

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MONTGOMERY HOUSING PARTNERSHIP, INC. The Board of Directors of Montgomery Housing Partnership, Inc. (the “Corporation”), a Maryland not-for-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on December 3, 2013, the following resolution: WHEREAS, the Corporation was established for the purposes of providing for the development or preservation of affordable housing in Montgomery County, Maryland; and

WHEREAS, in order for the Corporation to carry out its mission, the Corporation applied for an Enterprise Level loan from Housing Partnership Fund (“HPF”) in an amount up to $1,000,000, for a term of approximately three years and at simple interest rate of approximately 5.5% per year (“the Loan”); and

WHEREAS, HPF has provided a term sheet regarding the Corporation’s request for the

Loan; and

WHEREAS, the Board of Directors of the Corporation deems it to be in the best interests of the Corporation to take all actions to accept the Loan by entering into any and all agreements with HPF. NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to enter into, execute and deliver all loan documents and instruments related to receiving the Loan including, but not limited to, a note and a loan agreement;

BE IT FURTHER RESOLVED, that the President, Assistant Secretary, or Vice President of Real Estate of the Corporation is hereby authorized, on behalf of and in the name of the Corporation, to take such actions set forth above and to execute such additional documents and instruments, as the person taking such actions, or executing such documents or instruments, may deem necessary or appropriate in connection with the matters authorized in the foregoing resolution;

RESOLVED FURTHER, that any and all acts heretofore taken by the President,

Assistant Secretary, or Vice President of Real Estate of the Corporation in connection with the matters authorized by the foregoing resolution are hereby ratified, confirmed, adopted and approved by the Board of Directors of the Corporation.

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IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this ___ day of December 2013. _________________________________ Jill Goodrich, Assistant Secretary

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RESOLUTION 13-44

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

The Board of Directors of Montgomery Housing Partnership, Inc. (The "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on December 3, 2013, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; WHEREAS, MHP was organized for the purpose, among others, of developing and operating low-income housing; WHEREAS, MHP North Frederick Avenue, LLC (the "Company"), whose sole member is MHP, was organized to own, renovate, operate, manage and lease a rental apartment facility located at 439 North Frederick Avenue, Gaithersburg, MD (the “Property”); WHEREAS, the property operating budget must be finalized before December 31, 2013; NOW THEREFORE, BE IT RESOLVED, that the Corporation approves the attached FY14 property operating budget for 439 North Frederick Avenue. IN WITNESS WHEREOF, This certification has been signed on behalf of the Corporation by its Assistant Secretary, the ____ day of December, 2013. By: ______________________________________ Jill Goodrich, Assistant Secretary

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439 N. Frederick AvenueGaithersburg, Maryland 20877

Property FactsNumber of Units: 33Property Type: GardenDate Acquired: 2012Date Built: 1951Date of last renovation: 2013Budget Year 2014Date 9.19.2013Draft First DraftManagement Author Cliff /Mike D

Outstanding1. FINANCING Orig. Amount Balance Maturity Date Notes

SOURCES OF FUNDS Rate Amortization Term AmountPNC first mortgage 4.00% 2,000,000 2,000,000 12/20/2019 25 7County (DHCA) HOME 2.00% 600,000 600,000 8/1/2020 7 7City of Gaithersburg 2.00% 486,000 486,000 12/20/2019 7 7MHP Equity 0.00% 550,000 550,000

3. Major Changes in FY2014 Budgeta. the building will be undergoing renovationb.c.

4. Program Restrictions# of units Restrictions 1Bdr. 2 Bdr.1 1-BR 1 BA HOME 50% of median $1,008 14 1-bedrooms 60% of median $1,199 18 2-bedroom units 60% of median $1,4410 units Market Rent=======================33 units

CURRENT RENTS1 Bedroom 2 Bedroom

50% $924 $1,07560% $1,025 $1,125

Max Rent

25

439 N. Frederick Avenue

Jan-Dec 2012 Jan-Dec 2013 Jan-July 2013 Jan-Dec 2014 Jan-Dec 13 Actual Jan -Dec 13

Actual

INCOME Actual Budget Actual Draft Jan-Dec 2014 Budget to Jan-Dec 2014

Budget Annualized Budget Differential % Change

Total Units: 33 Acq. Dec 2012POTENTIAL 417,260$ 392,277 399,881$ 7,604$ 2%

LESS: VACANCIES (62,589)$ (29,550) (19,994)$ 9,556$ -32%MGMT USED/CONCESSIONS/DELINQUENCY (6,409)$ (12,302) (4,008)$ 8,294$ -67%

OTHER INCOME 6,605$ 3,233 3,187$ (46)$ -1%-$

TOTAL OPERATING INCOME -$ 354,867$ 353,658 379,066$ 25,408$ 7%

EXPENSESADMINISTRATIVE

MANAGEMENT FEE 19,829$ 17,683 18,953$ 1,270$ 7% ASSET MANAGEMENT FEE 14,195$ 14,146 15,163$ 1,016$ 7%

ADMIN PAYROLL 40,430$ 45,538 28,317$ (17,221)$ -38% OTHER ADMINISTRATIVE 25,720$ 26,874 27,779$ 905$ 3%

INSURANCE & LICENSES 11,290$ 19,006 15,274$ (3,732)$ -20%

REAL ESTATE TAXES 41,266$ 13,843 4,728$ (9,115)$ -66%

UTILITIES -$ ELECTRICITY 3,600$ 1,295 1,295$ 0$ 0%

GAS/FUEL OIL 22,000$ 22,769 20,962$ (1,807)$ -8% WATER/SEWER 16,100$ 6,618 6,618$ (0)$ 0%

REPAIRS/CONTRACTS 33,724$ 74,792 28,758$ (46,034)$ -62%

MAINTENANCE PAYROLL 28,820$ 17,340 33,243$ 15,903$ 92%

TOTAL OPERATING EXPENSE -$ 164,842$ 215,076 201,090$ (13,986)$ -7%

NET OPERATING INCOME -$ 190,025$ 138,582 177,976$ 39,394$ 28%(Income minus expenses)

DEBT SERVICE (Bonds -must pay debt) 124,500$ 124,500 124,500$ -$ 0%DEBT SERVICE (RHPP-must pay debt) -$

REPLACEMENT RESERVE -$ 10,725$ 10,725 11,040$ 315$ 3%CASH FLOW (Before Cash Flow Loan Pymt) -$ 54,800$ 3,357$ 42,436$ 39,079$ 1164%

Debt Coverage Ratio (on must pay debt) 1.41 1.02 1.31 0$ 28%

DEBT SERVICE (cash flow loans) -$ -$ 21,720$ 21,720$ Debt Coverage Ratio (on all debt) 1.41 1.02 1.13 0$ 10%

Return to Sponsor (MHP) -$ -$ 10,000$ 10,000$ CASH FLOW -$ 54,800$ 3,357$ 10,716$ 7,359$

-$ CAPITAL IMPROVEMENTS 120,748$ 20,712$ 7,143$ (13,569)$ -66%

Replacement Reserves Balance

Notes:

2. 2013 budget showed the vacancies that were in place at time of purchase. 2014 budget is using MHP 5% vacancy. 3. Delinquency write off in 2013 was higher then budgeted, there were several eviction and skips. 2014 budget, this is not expected to happen.

6. Real Estate Taxes going down in 2014 budget due to PILOTs with the City of Gaithersburg and Montgomery County. 7. Repairs/Contracts, higher in extermination for bedbug treatments which is not projected for 2014. At purchase of property, prior owner had deferred maintenance repairs and we had to do the repairs before rehab started

9. Capital Improvements 2013 budget includes rehab scope. 2013 annualized appliances and flooring/carpeting higher for turnovers.

4. Admin payroll for 2013 was based an allocation with other properties. 2014 Admin Payroll is being allocated only to Gaithersburg properties with its own staff at a lower pay scale for Admin.

8. Maintenance payroll for 2013 was an allocation from other properties. 2014 Maintenance Payroll allocated only to Gaithersburg properties with its own staff. 2013 actual reflects period of time with vacant positions.

5. Insurance & Licenses going down in 2014 budget due to staff being placed at Gaithersburg properties and allocation of other employees will not be billed to Gaithersburg properties.

1. 2013 budget rent roll was based on current market rent at the time as we did not have actual rents at time of purchase.

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RESOLUTION 13-45

RESOLUTION OF THE BOARD OF DIRECTORS OF

MONTGOMERY HOUSING PARTNERSHIP, INC. The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the “Corporation”), a Maryland not-for-profit corporation, hereby adopts by majority vote of the Board of Directors of said corporation on the 3rd day of December, 2013, the following resolution: WHEREAS, the Corporation is a nonprofit housing organization doing business in Montgomery County, Maryland; WHEREAS, the Finance Committee of the Board of Directors has reviewed the calendar year of 2014 operating budget and recommends its approval. NOW THEREFORE, BE IT RESOLVED, that the Corporation approves the attached calendar year of 2014 operating budget. IN WITNESS WHEREOF, this certification has been signed on behalf of the Corporation by its Assistant Secretary this _____ day of December, 2013.

_________________________________ Jill Goodrich, Assistant Secretary

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Montgomery Housing Partnership, Inc.Statement of Revenues and Expenses

YEAR 2012 Year 2013 2013 2014ANNUAL Projected With PROPOSED 2014 NOTES / COMMENTS

ACTUALS BUDGET 7 Months BUDGET R E V E N U E S Actuals

DEVELOPMENT FEES Development fees - Bealls - Twn Cntr. 25,000 50,000 250,000 (100,000) Non- cash Development fees - Edinburgh LP 795,948 Development fees - Halpine 1,042,229 Development fees - 610-614 Si.S. Ave. 38,000 Development fees - Sil.Spr. Library 250,000 Development fees - Misc. / New Property 126,000 25,000 120,000 Anticipated 2 New Prop. Purchase Development fees - Glenville Road 75,000 - 60,000 Development fees - Parkview Towers 46,999 750,000 697,000 1,670,000 (1,340,000) Non- cash Developer fees - North Fred. Ave 12,500 50,000 50,000 50,000 MPDU Fees - Sales/Acquis. 28,000 32,000 24,000 32,000

Total development fees 1,925,676 1,058,000 846,000 2,470,000 CONTRIBUTIONS / DONATIONS Contributions - Individuals 77,088 62,000 89,910 80,000 Contributions - Workplace giving 3,943 3,200 3,500 3,500 Contributions - Organization 5,071 11,000 4,000 4,000 Contributions - Foundations / Grants 434,750 435,000 424,720 400,000 Contributions - Corporate 152,281 86,000 76,770 85,000 Contributions - InKind (Audit & C.L.) 33,139 34,000 26,500 35,000

Total contributions / donations 706,272 631,200 625,400 607,500 Fundraising BudgetCONTRACTUAL SERVICES Government Contract Income 173,542 140,000 198,500 438,000 CL $250/CL$50/CHDO $40/ Nhd$98 Grant- Debt Forgiveness - St.Lukes 8,403 8,000 2,500 - ENDED in 2011

Total grants / contracts 181,945 148,000 201,000 438,000 PROPERTY FEES Asset Management fees 351,141 399,650 335,080 337,800 by Property budgets Incentive Management fees 1,226,114 1,122,700 1,101,040 1,336,200 by Property budgets Community Activity Fees- Properties 272,608 276,250 277,580 286,000 by Property budgets

Total property fees 1,849,863 1,798,600 1,713,700 1,960,000 OTHER SOURCES OF REVENUES Special Events - GOLF 53,106 55,000 48,500 50,000 Special Events - Breakfast Community Activities - Partic'pnt Fees 12,895 11,000 8,900 10,900 Interest - investment income 51,288 155,000 37,200 519,000 $484K Equity Fund Lending-Affiliates Investment income - (loss) 1,600 9,400 373,000 322,000 $320K Bowie Mil Distribution Miscellaneous 271 100 100 100 Total other revenues 119,160 230,500 467,700 902,000

TOTAL REVENUES 4,782,916 3,866,300 3,853,800 6,377,500

E X P E N S E S SALARIES / BENEFITSSalaries Wages 1,869,686 2,296,600 2,076,000 2,449,400 4 - 5 add'l positions to 2012Employee Discret. Benefits Compens. 47,737 42,730 38,000 35,950 Bonus 70,700 83,440 83,500 84,050Payroll Taxes FICA & SUTA 165,142 205,180 179,700 207,500Employee Benefits 403B 49,756 54,000 64,200 68,000 increasingly more participants Employee Health Insurance 177,656 272,000 243,000 265,000Employee Benefits- Life, LTD, STD 24,907 25,600 23,800 26,300Worker's Compensation 8,789 9,700 9,200 10,500 Total wages / benefits 2,414,373 2,989,250 2,717,400 3,146,700

COMMUN. LIFE COSTSContract Employees Wages 88,484 88,700 140,000 190,000 7 Add'l staff added $50k Payroll taxes - FICA & SUTA 9,512 8,300 13,600 15,200 Transportation 12,281 14,300 4,200 32,000 $26K buses for 21st Cent.Food 19,552 18,100 27,000 23,000 small decrease for 21st ProvidedSupplies 20,128 21,000 20,200 33,000 $12K added for 21st Cent.Books 43 300 1,800 700 Contractors /Temporary help 24,478 20,100 15,500 80,000 $64K added for 21st Cent.CL Miscellaneous Events 9,998 11,900 11,100 15,300 $3K added for 21st Cent.

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ACTUALS BUDGET 7 Months BUDGET Total C L expenses 184,476 182,700 233,400 389,200

PROGRAM COSTSLegal Fees 7,510 7,000 2,480 5,000 Professional Consulting Fees 8,528 15,500 3,000 8,000 Construction Administrative Services 35,000 17,500 17,500 200,000 Anticipated Rehab mngmt. servicesTemporary Services / Stipends 832 9,020 200 1,200 Advertising - Employment 24,331 5,800 1,900 2,400 Conference and Training 45,003 41,000 68,500 52,000 Includes $30K Benevon costMeeting Expense 5,263 6,500 4,820 5,800 Parking and Mileage 11,833 10,060 10,000 13,000 Dues and Subscriptions 24,325 18,700 24,700 26,200 Benevon-$2570 / Hsg.Prtnr-$3,300Fundraising Exp 47,341 33,000 39,900 68,000 Golf-$20K / Benevon-$40K / Other $8Messenger Delivery 2,207 1,800 2,200 2,500 Other Contract/Grant Costs 5,504 6,720 26,900 58,000 Add'l Grants Rec'vd for 2013 costs Total program expenses 217,677 172,600 199,100 442,100

OVERHEAD EXPENSESAccounting/Audit Fees 139,204 142,000 132,000 135,000 $30K In-Kind portion in RevenueProfessional Consulting - H.R. 76,100 70,000 52,700 58,000 Insurance 6,147 8,000 8,200 8,800 Duplicating, copying, printing 7,865 9,400 15,000 15,500 Postage 5,901 5,250 3,400 5,200 Supplies 18,395 19,950 19,700 20,000 Rent 162,433 177,000 200,500 212,600 13,800 Less cash pymntsRepairs and Maintenance 32,447 35,241 33,600 32,000 Mostly ATS contract'gTelephone, Fax and Cell Phone 13,714 13,168 12,800 13,300 Bank Charges / Payroll services 8,899 8,966 11,400 12,000 Increased No. of staffMarketing & Outreach expenses 27,540 11,720 12,000 27,000 Grndbrkg-$13K Newslttrs+Reprt-$8KDepreciation Expense 7,596 14,099 8,200 11,000 Amortization Expense 3,294 1,366 5,600 16,000 Add'l. $6K Equity Loan Fee amortMiscellaneous & Employee Goodwill 4,671 6,130 6,000 6,600 Total overhead expenses 514,206 522,290 524,100 573,000 OTHER EXPENSESInterest Expense 29,425 152,000 25,200 525,800 $500K Equity fund Interest

Rental Subsidies 2,502 - ENDED Losses - Twinbrook Sale / Thayer Ave Costs 26,987 - - Total other 58,914 152,000 25,200 525,800

TOTAL EXPENSES 3,389,646 4,018,840 3,699,200 5,076,800 Net of Revenues to Expenses ( ACCRUAL) 1,393,270 (152,540) 154,600 1,300,700

Restricted Donation Rec'vd.-Playground Fund 4,650 Restricted Donation Released - Playground Fun 50,000 (50,000) Increase (Decrease) in Net Assets ACCRUAL B 1,443,270 (152,540) 109,250 1,300,700

CASH AFFECTS: Maple Twrs 2011 Fee - Rec'vd in 2012 940,004 Edinburgh 2012 A/R to be paid later (497,530) 497,500 440,828 Edinburgh 2011 Recpt. Prior to be Earned (49,663) Halpine Unearned 2011 Fee in 2012 Revenue (65,140) Halpine 2012 Dev, Fee Deferred and A/R (1,195,702) 610,000 610,000 22,000 Prkvw Twrs 2012 Fee Rec'vd. -Unearned 53,349 (80,000) (28,000) Prkvw Twrs,LP 2013 Fee Earned-Unpaid (700,000) (479,388) (1,340,000) Town Cntr - Bealls, Fee in A/R (100,000) Deferred fees Paid from Cash Surplus 104,371 100,000 252,945 200,000 Increase in Govn'mt. Yr.End- A/R (2,700) (14,500) Forgiveness of Debt (8,403) (8,000) (2,500) N / A Capital Acquisitions (Computers + Server) (26,823) (2,000) (80,000) (4,000) Deprec/Amort. Expense - No cash 10,890 15,465 12,993 27,000 Rent Adjusted to Payments 34,000 75,860 13,800

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ACTUALS BUDGET 7 Months BUDGETNet Revenues to Expenses adjusted- CASH 708,623 314,425 909,288 105,000

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MEMORANDUM

To: MHP Board From: Real Estate Department Date: December Board Meeting RE: MHP Short-Term Loan to MHP 610-614 SSA, LLC MHP, the sole owner of MHP 610-614 SSA, LLC, purchased a 15-unit apartment community at 610-614 Silver Spring Avenue, Silver Spring, MD in December 2011 with the intent to do a major rehab of the property. The County provided a long-term loan to purchase and renovate the property. Once the rehab was completed, MHP was to refinance the property and pay down a portion of the County loan. However, the construction bids were higher than the original estimates, resulting in a shortfall in the amount of approximately $255,400. In order to start the work, MHP 610-614 SSA is requesting a short-term loan from MHP in this amount. MHP 610-614 SSA expects to pay back the money within two years from refinancing proceeds, assuming the County agrees to a reduced loan curtailment. (See attached board memo for more details.) The attached Montgomery Housing Partnership, Inc. Resolution 13-46 authorizes MHP to provide a two-year loan to MHP 610-614 SSA, LLC in the amount of up to $255,400. The attached Montgomery Housing Partnership, Inc. Resolution 13-47 authorizes MHP 610-614 SSA, LLC to accept the short-term loan from MHP.

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RESOLUTION 11-46

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

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the "Corporation"), a Maryland non-profit corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on ___________, 2013, the following resolution: WHEREAS, Montgomery Housing Partnership, Inc. (the “Corporation”), was organized

for the purpose, among others, of developing and operating low-income housing; WHEREAS, the Corporation has formed a limited liability company known as MHP 610-614 SSA, LLC (the “Owner”), in which the Corporation is the sole and managing member, for the purpose of acquiring and operating a certain multi-family rental facility known as 610-614 Silver Spring Avenue, Silver Spring, Maryland (the “Property”);

WHEREAS, the acquisition of the Property was completed by the Owner in December, 2011 with a loan provided by Montgomery County in the amount of $2,175,000 which was anticipated to cover acquisition and renovation costs;

WHEREAS, to complete the renovations properly, it is anticipated that additional funding will be necessary on a short term basis to be repaid through permanent financing with the County and/or a conventional loan when the rehabilitation is completed; WHEREAS, to assist the Owner in promptly completing the renovations to provide improved housing for the residents of the Property, the Corporation deems it appropriate and in its best interests to make a loan to the Owner in an amount not to exceed $255,400.00.

NOW, THEREFORE, BE IT RESOLVED, that MHP is hereby authorized to enter into

and provide a loan to the Owner in an amount not to exceed $255,400.00 to be secured by a note with interest to accrue on the amount advanced at the rate of 6% per annum due in full two (2) years with all funds to be applied to the costs of renovations at the Property; and BE IT FURTHER RESOLVED, that the President and Vice President-Real Estate of the Corporation be and hereby is authorized, empowered and directed, on behalf of the Corporation for its own account, to take such actions set forth above and execute such documents deemed necessary or appropriate in connection with the matters authorized in the foregoing resolutions.

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I hereby certify that the foregoing resolution was approved at a duly conducted meeting of Montgomery Housing Partnership, Inc. on the ___ day of _____, 2013 By:______________________________________ Jill Goodrich Assistant Secretary

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RESOLUTION 11-47

RESOLUTION OF THE BOARD OF DIRECTORS OF MONTGOMERY HOUSING PARTNERSHIP

The Board of Directors of Montgomery Housing Partnership, Inc. (“MHP” or the “Corporation”), a Maryland not-for-profit corporation, hereby adopts by majority vote of the Board of Directors of said corporation on the _____ day of ________________, 2013, the following resolution:

WHEREAS, MHP was organized for the purpose, among others, of developing and operating low-income housing;

WHEREAS, MHP established MHP 610-614 SSA, LLC (the “LLC”), whose sole member is MHP, to acquire and renovate a multi family apartment facility at 610-614 Silver Spring Avenue, Silver Spring, Maryland (the “Project”);

WHEREAS, the LLC acquired the Project in December, 2011 and is about to begin renovations;

WHEREAS, MHP has agreed to provide a short term loan to the LLC in an amount not to $255,400.00 (the “Loan”) secured by a note (the “Note”) for a two year term with interest to accrue at the rate of 6% per annum to assist with the cost of the renovations of the Project.

NOW THEREFORE, BE IT RESOLVED, that MHP, as the sole and managing member and acting on behalf of the LLC, authorizes the LLC, to execute the Note to obtain the Loan; and

FURTHER RESOLVED, that the President or Vice President-Real Estate of MHP acting together or either one acting alone, are authorized and directed on behalf of and in the name of MHP as the managing member of the LLC to execute, seal, acknowledge, and deliver on behalf of the LLC, the Note and all other documents, instruments, and affidavits of every kind and description in connection with the Loan.

I hereby certify that the foregoing resolution was approved at a duly conducted meeting of Montgomery Housing Partnership, Inc. on the ___ day of _____, 2013

By:______________________________________ Jill Goodrich, Assistant Secretary

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MEMORANDUM

TO: Montgomery Housing Partnership’s Finance Committee and Board FROM: MHP’s Real Estate Department DATE: November 26, 2013 RE: Approval for a two-year loan at Nolte II (610-614 Silver Spring Avenue, Silver

Spring, MD 20910) Background In December 2011, at the request of the County, MHP acquired Nolte II, a 15 residential community located within three multi-family, two-story brick buildings. All of the units are one-bedroom units approximately 560 square feet in size. The site was acquired to strengthen the surrounding area by increasing MHP’s presence in the neighborhood since MHP owns a 19-unit community (known as Nolte) across the street. MHP, through its subsidiary MHP 610-614 SSA, LLC, obtained a loan from Montgomery County, at the time the property was purchased, in the amount of $2,175,000 to acquire and renovate the site. (The renovation costs were estimated.) The renovation of the property has not begun yet because of delays in receiving building permits (not until April 18, 2013), the low-bid contractor pulling out, and higher than budgeted construction costs. The revised development budget increased from $2,175,000 to $2,430,375. The purpose of this memorandum is to request a short-term loan from MHP in the amount of $255,375 to cover the shortfall between the two budgets. Approximately $85,000 of this amount is for new windows and doors, which were not part of the original scope, but in hindsight would bring the project up to MHP standards. MHP would fund the money from its NeighborWorks revolving fund. Our goal is to ultimately pay back the money once we refinance the property and the County agrees to accept a reduced curtailment payment from the refinance proceeds (which is further explained in the Finance Plan section). However, given the County’s workload and the upcoming holidays, we don’t believe we will get their attention until sometime in 2014. Time is of the essence because: 1) we have a contractor ready to do the work; 2) the building permits expire in April 2014; 3) we need to finish this project to that we can focus on other pipeline projects; and, 4) we need to get the vacant units back on line (we are holding five vacant units to move residents around during construction). Construction would start in January and take approximately five months to complete. See attached for the site plan, location map, rents, expenses and financing sources. Renovation Scope The renovation consists of significant plumbing, electrical and mechanical system upgrades. As part of the upgrades new HVAC units will be installed, which will improve efficiency and lower resident utility bills. In addition to necessary upgrades to the building systems, the

35

scope of work includes new kitchens, bathrooms, windows and doors. The windows and doors were not part of the original scope but have been added to the scope to increase the energy efficiency of the units. Construction will be completed one building at a time. Tenants will be relocated within the property so that the work is being done in vacant buildings. No one will need to be relocated outside of the property during construction due to the current vacancy. Financing Plan The property currently has a $2,175,000 zero interest cash flow loan from Montgomery County. MHP is required to make the first loan payment June 1, 2013 and a loan curtailment in December 2013. MHP has requested an extension of the mortgage payment and curtailment from the county. As mentioned above, we are requesting that MHP provide a two-year loan in the amount of $255,375 at an interest rate of 6% to complete the project. We anticipate receiving a private first mortgage in the amount of $665,000 with an interest rate of 5.25% once the renovation is complete. The loan proceeds of the mortgage will be used to pay off the short term loan, and the remaining balance will be used as a curtailment for the Montgomery County loan. Risks Our goal is to get the County to reduce the loan curtailment by the amount of the short-term loan. Staff has had a preliminary discussion with the County on this matter, and they seemed open to the concept. However, we will likely not know the final outcome until early 2014. In the event the County does not approve our request, we could only consider completing the base scope work, which does not include windows and doors, resulting in an approximate loan amount of $168,216.

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Nolte II Apartments 610, 612 and 614 Silver Spring Avenue, Silver Spring, MD 20910 Nolte II Apartments consists of three two-story buildings with a total of 15 one bedroom units. It is located in East Silver Spring, approximately ½ mile outside the downtown area. MHP acquired the property in 2011 with the intent of renovating the property. The renovation is anticipated to be completed by August 2014.

Location Map

Site Plan Exterior Picture

Unit Mix Type of Units # of Units Affordability Average

Rent Market Rent

Maximum Rent

Average Size (SF)

1 Bed 1 Bath 11 55% $815 $945 $1,014 560 1 Bed 1 Bath 4 N/A $990 N/A 560 More than 4 of the in-place tenants currently earn more than 55% AMI. As such, per the regulatory agreement, all vacant units must be leased to households who earn no more than 55% AMI until the property has at least 11 affordable units.

*After renovation is complete Tenants will pay electric, and MHP will pay for Hot Water.

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Operating Expenses (Trailing 9 Month Annualized) Item Expenses $/unit

Admin/Insurance $22,444 $1,496

Utilities $7,329 $489

Real Estate Tax $605 $40

Maintenance $26,345 $1,756

Total $56,723 $3,782

Sources Uses

Montgomery County $2,175,000

Acquisition Costs $1,034,224

Short term loan ** $255,375

Construction Costs $1,098,590

Professional Fees $214,846

Financing Costs $19,414

Start up Costs, Reserves, Escrows $63,301

Total $2,430,375 Total $2,430,375

Construction Sources

Construction Sources Rate Maturity Total Funding

Montgomery County 0% 2051 $2,175,000

Short term loan ** 6% 2015 $255,375 Total 2,430,375

Permanent Financing Sources

Permanent Financing Rate Maturity Total Funding

First Mortgage** 5.25% 2025 $665,000 Montgomery county* 0.00% 2052 $1,765,375 Total 2,430,375

* Existing loan amount after curtailment ** Proposed Financing

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BOARD MEETING NOTICE

MHP GREAT HOPE HOMES, INC.

Date: Tuesday, December 3, 2013 Time: 8:00 p.m. Board Meeting Place: Pembridge Community Center


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

AGENDA

1. Resolution 13-04 – Project Re-financing

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MEMORANDUM

TO: MHP’s Finance Committee and Great Hope Homes Board of Directors

FROM: MHP’s Finance Department

DATE: November 2013

RE: Approval of Refinancing of Great Hope Homes Apartments

Background MHP intends to refinance the property known as Great Hope Homes (GHH). The property consists of 16 buildings containing 104 units, located in Silver Spring, Maryland. The current loan bears interest at 5.82% with a current principal balance of approximately $4,850,000. Additionally, there is subordinate debt on the property of approximately $2,800,000 which will require cash flow payments in 2016. While interest rates are low, GHH wishes to refinance the senior debt to a rate at or close to 4%. We are still in a volatile interest rate environment and want to act while rates are still low.

Financing Options We have explored different options for the refinancing of the property, including 223(a)(7), 223(f) and 221(d)(4) to determine which refinancing structure to take. Among the factors in making the decision, the Board had wanted us to explore the possibility of taking cash out to support MHP’s mission, and provide community services. HUD will only allow cash out for improvements (to be escrowed or reserved) or for paydown on subordinate debt under all of these scenarios. Originally when this was presented to the Board for approval, it was thought that there would potentially be proceeds available when maximizing the HUD loan. That is the case and with that, we are proposing to pay down on the subordinate debt as HUD prefers to have less subordinate debt. In addition, a pay down on the Montgomery County debt will be beneficial as leverage to the County to provide financing possibilities to the Equity Fund of MHP. The County had indicated an interest of providing this type of financing, but only if there were some repayments made. See attached for a schedule comparing the different methods of financing that were evaluated. We have discussed the financing options with AGM Financial and Grandbridge Real Estate Capital, as well as Greystone, and have determined that it is most beneficial to this transaction to utilize the experience and relationships that Grandbridge has with the HUD office. We are striving to develop new and strengthen existing relationships and utilizing Grandbridge provides for both of these as they are affiliated with BB&T and I have worked with Grandbridge in the past and they do quality work. In

40

addition, in speaking with each of them and knowing the expertise and experience of each, AGM acknowledges that we had already started preliminary discussions with the others and recommended that we continue down that path. Project Capital Needs Assessment (PCNA) reports have already been ordered as the finance committee had previously authorized incurring up to $25,000 of costs pursuing the refinancing and which strategy to take. Critical items found amounted to $14,000 and non-critical of $11,000 which is insignificant. In addition to that comparison of methods, I have also attached the sizing, and the sources and uses as prepared by Grandbridge, which will be utilized in the HUD submission. Also attached is a schedule of the original project debt, debt at year end 2012 and the proposed refinance.

Analysis and Request We are seeking Finance Committee approval and Board approval to continue with this refinancing activity utilizing Grandbridge and the HUD 223(a)(7) structure. We have determined this method due to processing time, fees, third party reports, no appraisal requirement and maximum loan to value in getting us back to at or near the original debt. Under the 221(d)(4) or the 223(f), the timing would be significantly longer and require limitations on the amount of funds available. In addition, Davis Bacon wages would apply for any improvements that would be necessary. The Engineering report under these two methods would be more extensive and require much of the improvements to be paid for prior to the financing occurring. Closing should occur in the first quarter of 2014. Essentially, with this refinancing, the intermediate de-coupling that occurred which resulted in the IRP will be eliminated. It is my understanding that immediately prior to the refinance, the loan will revert back to the original financing that occurred on the property. This refinance will de-couple the original de-coupling that occurred on this loan. The project currently has an Interest Reduction Payment (“IRP”) that it receives through August 2014. At such time, the IRP stops but there are still limitations on the amount of distributions to partners for a period of 5 years after the IRP stops. This de-coupling will remove the IRP, increase loan proceeds, provides for a debt curtailment to Montgomery County in an amount in excess of $750,000. This payment should be leverage for MHP to receive Montgomery County funds to be utilized as a component of the Equity Fund. In addition to the removal of the IRP, negotiations with HUD have started to remove the Residual Receipt contributions and limitation on distributions. It is anticipated that this will happen through initial discussions. Any refinancing activity requires investor approval. We are currently seeking investor approval of the refinancing activity simultaneous to our approval.

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Grandbridge is requiring the HUD processing fee in the amount of $17,910 in order to present this application to HUD. The annual savings on this refinance, including the increase in the overall debt beyond its current levels is $100,000.

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Great Hope Homes Refinance

Original Balance at ProposedLoans 12/31/12 Refinance

Berkshire Mortgage 5,970,000 4,849,431 5,970,000 Montgomery County 2,354,200 2,354,200 1,477,200 #Montgomery County 430,000 430,000

Monthly Payments P+IBerkshire Mortgage 35,936 * 26,839 Interest Rate 5.57% 4.50%

Montgomery County 15 years of no interest, then 3%Interest Rate 0.00% 0.00%

* Monthly principal and interest payments will reduce to $27,550beginning August 2014.

# Proposed repayment of $877,000 from Montgomery County Loanwhich will hopefully be recycled to MHP for the Equity Fund.

Revenue and ExpensesRevenues 1,190,566 1,190,566 IRP Payments 106,679 - Expenses 706,710 706,710 Net Operating Income 590,535 483,856 Reserves 52,000 52,000 Operations after Reserves 538,535 431,856

Debt Service on First Debt 452,604 351,912 Debt Service on MontgomeryCounty - Total Debt Service 452,604 351,912 DSC Ratio on First Debt 1.19 1.23 DSC Ratio after Second Debt 1.19 1.23

Cash Flow After Debt Service 85,931 79,944

43

Grandbridge Real Estate Capital LLCFHA Section 223(a)(7) Proposal Date:

Project Name: Borrower Contact:Project Location: Borrower Tel. #:Number of Units: 104 Borrower Email:Year Built/Year Renovated 1974/2001 GBRE Contact: Paul Aanonsen / Jack BauerTransaction Type: FHA 223(a)(7) / 221(d)(4) GBRE Telephone: Ext.

GBRE Email: [email protected]

The mortgage loan will be constrained by the lesser of: Per UnitRental Income 11,155$

(1) Borrower's Request Ancillary Income 895$ Gross Income 12,050$

(2) Original Mortgage Balance Vacancy & Bad Debt (603)$ Effective Income 11,448$

(3) 1.11 Debt Service Coverage RatioOperating Expenses 6,795$

(4) 100% of Transaction Costs Rep. Reserve 500$ Total Expenses 7,295$

Maximum Mortgage Amount NOI 4,152$

New Loan Amount Outstanding BalanceMortgage Rate Prepayment PenaltyMIP Mortgage RateTerm (months) Original AmountCall Provisions Original Term (months)Monthly P&I Monthly P&IMonthly MIP (est.) Monthly MIP (est.)Monthly Payment Monthly PaymentAnnual Savings First Payment DateEstimated Closing Date Remaining Months

Sources %SourcesGrandbridge's Loan Amount $5,970,000Current Replacement Reserve Balance $474,946Pre-Paid Expenses $23,605 $0

Uses

Outstanding Debt BalancePrepayment PenaltyCritical RepairsInitial Deposit to Reserve for Replacement Non-Critical RepairsFinancing Fee 1.000%Placement Fee 0.32%Lender Processing FeeHUD Application Fee (See Note 1 Below) 0.15%Initial MIP (See Note 2 Below) 0.50%HUD Inspection FeeBorrower's CounselTitle & RecordingAdditional Deposit To Replacement ReservesLoan Proceeds to pay-off Montgomery County Secondary LoansOther CostsTotal $6,468,551

Repair Escrow 10% of Repairs

Required Cash to Close

(1) HUD requires 0.3% of mortgage amount at the time of application, and will refund 50% after closing.(2) The current escrow held for the payment of the annual mortgage insurance premium ("MIP") will be refunded post closing

This is a preliminary analysis based on current market conditions and information supplied by the Applicant. All terms are subject to HUD approval.

59.4%

9/16/2013

$1,190,566

$706,710$52,000

Proforma NOI

(62,661)$ $1,253,228

$93,068

202-293-8032

95.0%5.4%

Annual$1,160,160

%

$5,970,0004.50%0.50%

$758,710 63.7%

$05.57%

36.3%$431,856$5,970,000

$4,748,400Terms of New Mortgage

1-Nov-13Current Mortgage Terms

$25,000 EstimatedEstimated

$29,850

$29,326

As of August 22, 2013

$2,500

$0$20,000

Lender Processing FeeNet of 1/2 reimbursed post-closing0.50% for the first year

As of August 22, 2013

2/14/2003415

$8,955

$100,68111/1/2013

480

$59,700

$14,155No Prepayment PenaltyCritical Repairs Determined by PCNA

To Be Determined

New loan amount

Uses Comments

Non-Critical Repairs Determined by PCNA1.00%

$6,467,356

$1,195

$163,614

$12,150

($0)

Third Party Fees - PCNA

IDRR of $638,560$877,138 Estimated

480

$2,488

$5,970,000

$19,000

$35,936$26,839

Placement Fee & Lender Legal

Transfer of the existing balance at closing

Great Hope HomesSilver Spring, Maryland

Maximum New Mortgage Amount

$5,970,000

$6,593,497

$5,970,000

$5,992,792

$474,946$11,948

$0$4,748,400

Sources and Uses of Funds

$1,781$37,716

44

223(a)(7) 223(f) 221(d)(4)

Processing Time 90 days 8-12 months 8-12 monthsApplication Fee .15 bps .30 bps .30 bps

Third Party Reports Engineering Report Only

Engineering Report, Environmental Report and Appraisal. If rehab were required, Davis Bacon wages and possible Architectural plans


Closing Pre-negotiated Actual Billing Actual BillingLoan Term remaining term on loan 35 years 40 yearsDSC 1.05 1.15 1.15Maximum LTV Back to Original Debt 85% 87%Appraisal Required No Yes Yes

Summary of HUD Programs being Analyzed for Refinancing

45

RESOLUTION 13-04

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP GREAT HOPE HOMES, INC., as general partner for Great Hope Homes 2001, LP

The Board of Directors of MHP Great Hope Homes, Inc. (The "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on December 3, 2013, the following resolution: WHEREAS, the Corporation is the general partners of the Limited Partnership that owns Great Hope Homes Apartments; WHEREAS, the Corporation proposes to refinance the existing loans with HUD utilizing Grandbridge Real Estate Capital, maximizing the loan proceeds available through HUD, utilizing excess proceeds to curtail the subordinate debt, NOW THEREFORE BE IT RESOLVED THAT the Corporation authorizes the Vice President and the Assistant Secretary of the Corporation, acting together or alone to execute documents to extend the loan, execute notes, deeds of trust and such other security instruments necessary to consummate the loan documents, including a bank approved board resolution consistent with the terms aforementioned, certificates and instruments they deem necessary in their discretion to meet the requirements of the Bank; and RESOLVED FURTHER, that the following officer(s), Robert Goldman, Vice President or Jill Goodrich, Assistant Secretary, or Artie Harris, Vice President of Real Estate, are hereby authorized to enter into and execute on behalf of the Corporation foreign exchange transactions and wire transfers through the Bank to and from accounts of the Corporation in accordance with procedures and requirements, and such officers are hereby authorized and directed to do and perform all necessary and proper acts to carry out such authority; and RESOLVED FURTHER, that the Certifying Officer of this Corporation shall certify to said Bank the names and signatures of the persons who are at present authorized to act on behalf of this Corporation under the foregoing resolutions and shall from time to time hereafter, as changes in the personnel of said officers and employees are made, immediately certify such changes to said Bank and Bank shall be fully protected in relying on such certifications of the Certifying Officer and shall be indemnified and saved harmless in any claims, demands, expenses, loss, or damage resulting from or growing out of honoring the signature of any officer or employee so certified; and RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by said Bank, and that receipt of such notice shall not affect any action taken by said Bank prior thereto; and

46


MHP PEMBRIDGE, INC.




UAGENDA

1. Resolution #13-06 – Property Re-financing

47

RESOLVED FURTHER that the Certifying Officer of the Corporation is hereby authorized and directed to attest the signatures of the above authorized officers as may be required from time to time by the Band; and FURTHER RESOLVED that the authority granted to say officers shall remain in full force and effect until written notice of revocation by further resolution of the Board of Directors shall have been received by Bank. In Witness Whereof, this Certification has been signed on behalf of the Corporation by its Assistant Secretary this ____ day of ______, 2013. ____________________________ Jill Goodrich, Assistant Secretary

48

MEMORANDUM

TO: MHP’s Finance Committee and Pembridge Board of Directors

FROM: MHP’s Finance Department

DATE: November 2013

RE: Approval of Refinancing of Pembridge Square Apartments

Background MHP intends to refinance the property known as Pembridge Square Apartments (Pembridge). The property consists of 133 units, located in Wheaton, Maryland. The current loan bears interest at 6.22% with a current principal balance of approximately $10,100,000. Additionally, there is subordinate debt on the property of approximately $3,831,000 which will require cash flow payments beginning in 2014. While interest rates are low, Pembridge wishes to refinance the senior debt to a rate at or close to 4%. We are still in a volatile interest rate environment and want to act while rates are still low.

Financing Options We have explored different options for the refinancing of the property, including 223(a)(7), 223(f) and 221(d)(4) to determine which refinancing structure to take. Among the factors in making the decision, the Board had wanted us to explore the possibility of taking cash out to support MHP’s mission, provide community services or even redevelop the area with a public purpose mission. HUD will only allow cash out for improvements (to be escrowed or reserved) or for paydown on subordinate debt under all of these scenarios. Originally when this was presented to the Board for approval, it was thought that there would potentially be proceeds available when maximizing the HUD loan. As we continued in our inspection of the property, it was determined that the property needed some work done with respect to moisture abatement and it would be done for all units. Therefore, any funds available would be established in reserves so the cash out would not even be a possibility even if HUD were to allow it. See attached for a schedule comparing the different methods of financing that were evaluated. The HUD debt will be increased by approximately $600,000, with the majority ($325,000 plus $93,000) going towards additional reserves and improvements, while the remainder is going towards transaction costs. Again, the attached schedule from Grandbridge specifically identifies the uses on this refinancing.

49

We have discussed the financing options with AGM Financial and Grandbridge Real Estate Capital, as well as Greystone, and have determined that it is most beneficial to this transaction to utilize the experience and relationships that Grandbridge has with the HUD office. We are striving to develop new and strengthen existing relationships and utilizing Grandbridge provides for both of these as they are affiliated with BB&T and I have worked with Grandbridge in the past and they do quality work. In addition, in speaking with each of them and knowing the expertise and experience of each, AGM understands that we had already started preliminary discussions with the others and recommended that we continue down that path. Project Capital Needs Assessment (PCNA) reports have already been ordered as the finance committee had previously authorized incurring up to $25,000 of costs pursuing the refinancing and which strategy to take. In addition to that comparison of financing methods, I have also attached the sizing, and the sources and uses as prepared by Grandbridge, which will be utilized in the HUD submission. Also attached is a schedule of the original project debt, debt at year end 2012 and the proposed refinance.

Analysis and Request We are seeking Finance Committee approval and Board approval to continue with this refinancing activity utilizing Grandbridge and the HUD 223(a)(7) structure. We have determined this method due to processing time, fees, third party reports, no appraisal requirement and maximum loan to value in getting us back to at or near the original debt amount. Under the 221(d)(4) or the 223(f), the timing would be significantly longer and require limitations on the amount of funds available. In addition, Davis Bacon wages would apply for any improvements that would be necessary. That Engineering report under these two methods would be more extensive and require much of the improvements to be paid for prior to the financing occurring. Closing should occur in the first quarter of 2014. Among other reasons, these properties do not need significant capital improvements at present and are still in the 15 year compliance period with the current partnership. Any refinancing activity requires investor approval and we are attempting to receive approval simultaneous to our approval. We will investigate other options of financing later during the exit strategy evaluation with Year 15 options, depending upon what we want to do with the property. Grandbridge is requiring the HUD processing fee in the amount of $32,186 in order to present this application to HUD. The PCNA indicated very insignificant critical items, however MHP’s Asset Management Team has indicated the desire to make improvements to all 133 units regarding moisture and possible mold issues. A plan is being developed whereby the additional proceeds of the loan will be utilized to pay for these capital expenditures.

50

The annual savings on this refinance, including the increase in the overall debt beyond its current levels is $146,000. However, this comes at a time when the Montgomery County Loan requires payment of the lesser of 50% of cash flow or $187,996. This refinancing to a lower interest rate will provide for much of the needed cash in order to service the Montgomery County debt obligation.

51

Pembridge Square Apartments Refinance

Original Balance at ProposedLoans 12/31/12 Refinance

Maryland DHCD 10,728,400 10,107,620 10,728,400 Montgomery County HIF 3,830,955 3,830,955 3,830,955 General Partner 250,000 250,000 250,000

Monthly Payments P+IMaryland DHCD 60,682 48,231 Interest Rate 6.22% 4.50%

Montgomery County HIF 15,658 Interest Rate 0.00% 3.00%

Revenue and ExpensesRevenues 1,812,947 1,812,947 Expenses 849,035 849,035 Net Operating Income 963,912 963,912 Reserves 59,850 59,850 Operations after Reserves 904,062 904,062

Debt Service on First Debt 778,476 632,412 Lesser of 50% Cash Flow or $187,895Debt Service on Montgomery County - 135,825 Total Debt Service 778,476 768,237 DSC Ratio on First Debt 1.16 1.43 DSC Ratio after Second Debt 1.16 1.18

Cash Flow After Debt Service 125,586 135,825

52

Grandbridge Real Estate Capital FHA Section 223(a)(7) Proposal Date:

Project Name: Borrower Contact:Project Location: Borrower Tel. #:Number of Beds/: 133 Borrower Email:Year Built: 2003 GBRE Contact: Andrew TrucksessTransaction Type: FHA 223(a)(7) / 221(d)(4) GBRE Telephone: Ext.

GBRE Email: [email protected]

The mortgage loan will be constrained by the lesser of Per UnitRental Income 14,054$

(1) Borrower's Request Ancillary Income 294$ Gross Income 14,349$

(2) Original Mortgage Balance Vacancy (717)$ Effective Income 13,631$

(3) 1.05 Debt Service Coverage Ratio Operating Expenses 5,934$ Rep. Reserve 450$ 0

(4) 100% of Transaction Costs Total Expenses -$

Maximum Mortgage AmountNOI 7,247$

New Loan Amount Outstanding BalanceMortgage Rate Prepayment PenaltyMIP Mortgage RateTerm (months) Original AmountCall Provisions Original Term (months)Monthly P&I Monthly P&IMonthly MIP (est.) Monthly MIP (est.)Monthly Payment Monthly PaymentAnnual Savings First Payment DateEstimated Closing Date Remaining Months

Sources %SourcesGrandbridge Real Estate Capital's Loan Amount $10,728,400Current Replacement Reserve Balance $214,497Funds from Replacement Reserve Escrow $0Pre-Paid Expenses $24,593Premium used for Transaction Costs $0

UsesOutstanding Debt BalancePrepayment PenaltyOther Outstanding DebtInitial Deposit to Reserve for ReplacementRepairsFinancing Fee 1.00%Placement Fee 0.19%Processing FeeHUD Application Fee (See Note 1 Below) 0.15%Initial MIP (See Note 2 Below) 0.50%Borrower's CounselTitle & RecordingSurveyOther CostsTotal $10,967,490

Plus 10% Reserve Escrow

Required Cash to Close

(1) HUD requires 0.3% of mortgage amount at the time of application, and will refund 50% after closing.(2) The current escrow held for the payment of the annual mortgage insurance premium ("MIP") will be refunded post closing

This is a preliminary analysis based on current market conditions and information supplied by the Applicant. All terms are subject to HUD approval.

10/2/2013

$1,812,947

Proforma NOI

(95,418)$ $1,908,365

$39,149

913-850-6378

%$1,869,216

$16,093

$0$0

$146,065.0011/30/2013

$10,728,400

480

$48,230.90

Terms of New Mortgage

$25,000$40,000 estimated

$53,642estimated

$20,000$2,500

Current Mortgage Terms

$214,497$92,831

$107,284

Uses

$10,057,221

$60,682.64

Sources and Uses of Funds

0.50%

$10,958,668

$8,839

$323,600$6,000

$17

Third Party FeesAdditional deposit to Reserves

$10,744,439

$10,728,400

Processing Fee, HUD App. Fee & PCNA

$10,728,400

$52,701.07$4,470.17

30-Nov-13

To Be Determined

0.0%

$849,035

$789,185$59,850

963,912

$10,728,4006.22%

0.0%

Pembridge Square ApartmentsWheaton, Maryland

Maximum New Mortgage Amount

$10,728,400

0.0%

4.50%

Annual

$15,534,429 0.0%

0.0%

Placement Fee & Lender Legal

Transfer Existing ReservesPer PCNA ($4,445 C/$88,386 NC)

2/14/2005336

Comments

As of 6/1/2013

$4,190.51

$0

480

$10,057,221

$64,873.15

53

223(a)(7) 223(f) 221(d)(4)

Processing Time 90 days 8-12 months 8-12 monthsApplication Fee .15 bps .30 bps .30 bps

Third Party Reports Engineering Report Only



Closing Pre-negotiated Actual Billing Actual BillingLoan Term remaining term on loan 35 years 40 yearsDSC 1.05 1.15 1.15Maximum LTV Back to Original Debt 85% 87%Appraisal Required No Yes Yes

Summary of HUD Programs being Analyzed for Refinancing

54

RESOLUTION 13-06

RESOLUTION OF THE BOARD OF DIRECTORS OF MHP PEMBRIDGE, INC., as general partner for Pembridge Square Apartments, LP

The Board of Directors of MHP Pembridge, Inc. (The "Corporation"), a Maryland corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on December 3, 2013, the following resolution: WHEREAS, the Corporation is the general partners of the Limited Partnership that owns Pembridge Square Apartments, located in Wheaton, Maryland; WHEREAS, the Corporation proposes to refinance the existing loans with HUD utilizing Grandbridge Real Estate Capital, maximizing the loan proceeds available through HUD, utilizing excess proceeds to capitalizing additional reserves and pay closing costs in conjunction with the refinance transaction, NOW THEREFORE BE IT RESOLVED THAT the Corporation authorizes the Vice President and the Assistant Secretary of the Corporation, acting together or alone to execute documents to extend the loan, execute notes, deeds of trust and such other security instruments necessary to consummate the loan documents, including a bank approved board resolution consistent with the terms aforementioned, certificates and instruments they deem necessary in their discretion to meet the requirements of the Bank; and RESOLVED FURTHER, that the following officer(s), Robert Goldman, Vice President or Jill Goodrich, Assistant Secretary, or Artie Harris, Vice President of Real Estate, are hereby authorized to enter into and execute on behalf of the Corporation foreign exchange transactions and wire transfers through the Bank to and from accounts of the Corporation in accordance with procedures and requirements, and such officers are hereby authorized and directed to do and perform all necessary and proper acts to carry out such authority; and RESOLVED FURTHER, that the Certifying Officer of this Corporation shall certify to said Bank the names and signatures of the persons who are at present authorized to act on behalf of this Corporation under the foregoing resolutions and shall from time to time hereafter, as changes in the personnel of said officers and employees are made, immediately certify such changes to said Bank and Bank shall be fully protected in relying on such certifications of the Certifying Officer and shall be indemnified and saved harmless in any claims, demands, expenses, loss, or damage resulting from or growing out of honoring the signature of any officer or employee so certified; and RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by said Bank, and that receipt of such notice shall not affect any action taken by said Bank prior thereto; and

55

RESOLVED FURTHER that the Certifying Officer of the Corporation is hereby authorized and directed to attest the signatures of the above authorized officers as may be required from time to time by the Band; and FURTHER RESOLVED that the authority granted to say officers shall remain in full force and effect until written notice of revocation by further resolution of the Board of Directors shall have been received by Bank. In Witness Whereof, this Certification has been signed on behalf of the Corporation by its Assistant Secretary this ____ day of ______, 2013. ____________________________ Jill Goodrich, Assistant Secretary

56


MHP SCATTERED SITE, INC.



RSVP: Please call Leonor Rivera at 301-622-2400, extension 10 AGENDA

1. Resolution 13-10 – Glenville Road Re-financing

57

MEMORANDUM

TO: MHP’s Board of Directors and Finance Committee

FROM: MHP’s Real Estate Department

DATE: November 2013

RE: Approval of Refinancing Glenville Road Properties with Sandy Spring Bank

Background MHP Scattered Site, Inc. (SSI) intends to refinance the four Glenville Road Properties that they own with Sandy Spring Bank. Presently, SSI owns 23 units on Glenville Road, which are encumbered by Senior and Subordinate debt. The senior debt bears interest at 7.15% with a principal balance of approximately $500,000. The subordinate debt with the County is at approximately $1,100,000, with $474,000 currently due. This financing is necessary to reduce the interest rate on the Senior debt, as well as increase the principal amount in order to do approximately $180,000 in improvements to the property, including kitchens and HVAC units. The majority of the improvements are for 8807 Glenville Road which requires $95,000 of the total. 8813 Glenville Road requires new pipes and new roof to account for $50,000 of the total. The remaining $35,000 is for upgrades to kitchens throughout the properties, canopies and landscaping. The subordinate debt of $474,000 that is currently due will be renegotiated to a term loan but will require a pay down of an amount agreeable to Montgomery County. That amount of pay down is at $214,000 due to the amount of improvements still necessary on the properties and due to loan proceeds of $1,000,000 that will be received from Sandy Spring Bank. This new loan will bear interest at or around 4.94% with a 10 year maturity and a 25 year amortization period. This refinancing is necessary due to the County loan maturing in 2013 and requiring restructuring. The original debt from the County of $474,000 was for the acquisition and rehabilitation of 8807 Glenville Road, with the intent to refinance and repay the County. The loan originally matured in 2012 but SSI was granted an extension to 2013. We had brought this to the Board previously with a refinancing structure with BB&T for a ten year term, 25 year amortization at 5.3% interest which was sized at $855,000. We were able to negotiate with

58

another bank, Sandy Spring Bank, for the same ten year term, 25 year amortization and a 4.94% interest rate with a larger sizing of $1,000,000. The Montgomery County loans will remain in place, with interest accruing in 2014 and payments beginning in 2015 at the lesser of an amount or 50% of cash flow. This will require Montgomery County to subordinate its debt. Montgomery County was expecting a payoff of a $474,000 loan that was provided for short term financing for a building acquisition but we have informed them that we can only pay of $260,000.

Funding Plan and Request No money should be necessary for this refinancing as all costs have been included in the rollover to the new loan. Out of pocket costs should be less than $5,000 which will be reimbursed at settlement. The current conventional loan on the properties calls for monthly payments of principal and interest in the amount of $3,809. With the new loan, increasing the principal balance by approximately $500,000 from $500,000 to $1,000,000, the new monthly payment will be $5,811, $2,000 more than the previous monthly payment. With this increase in must pay debt, we are still at a DSC ratio in excess of 1.75. SSI is requesting that the Finance Committee and Board approve the refinancing of the aforementioned properties.

59

Refinance of Glenville Road Properties

Existing RefinancedStructure Structure

First Priority DebtChase 505,000 - Montgomery County * 474,000 - Sandy Spring Bank 1,000,000

Total First Priority Debt 979,000 1,000,000

Subordinate DebtMontgomery County 125,000 125,000 Montgomery County 200,000 200,000 Montgomery County 300,000 300,000 Montgomery County 260,000

Total Subordinate Debt 625,000 885,000

Total Debt 1,604,000 1,885,000

Interest Rate on Priority Debt 7.15% 4.94%

Monthly Payment 3,809 5,811

* Montgomery County Short Term Debt intended to be refinancedthrough refinancing of property

Total loan cannot be repaid due to rehab activities that will beperformed on the properties.

2012 2013

Revenue 267,428 259,817 Expenses 168,158 134,044 Net Operating Income 99,270 125,773

Debt Service 37,964 69,732 Cash Flow 61,306 56,041

DSC Ratio 2.61 1.80

The decrease in expenses is primarily attributable to Repairs and Maintenance.As improvements were made to the properties, R&M decreases.

Total Debt Service is increasing due to the increase in the Must Pay Debt fromapproximately $500,000 to $1,000,000. The Montgomery County debt did not have

60

any payments due under the Note.

61

Project nameGlenville Road 4 Buildings

0 CASH FLOW (PAGE 1)

RUN DATE: 10/24/2012

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

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

Gross Rental Income - Residential 102% 273,492 278,962 284,541 290,232 296,037 301,957 307,996 314,156 320,439 326,848 333,385 340,053 346,854 353,791 360,867 5,097,695Other Income - Residential 102% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Less Vacancy (Year 1/Years 2-16) 5.0% 5.0% 13,675 13,948 14,227 14,512 14,802 15,098 15,400 15,708 16,022 16,342 16,669 17,003 17,343 17,690 18,043 254,886

103% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 # 0Other Income - Commercial 102% 0 Less Vacancy (Year 1/Years 2-16) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

NET RENTAL INCOME 259,817 265,014 270,314 275,720 281,235 286,859 292,596 298,448 304,417 310,506 316,716 323,050 329,511 336,101 342,824 4,842,809

EXPENSESInflator

Total Professional Fees 103% 1,558 1,605 1,653 1,703 1,754 1,807 1,861 1,917 1,975 2,034 2,095 2,158 2,223 2,290 2,359 31,422Total Administrative 103% 40,525 41,741 42,993 44,283 45,611 46,979 48,388 49,840 51,335 52,875 54,461 56,095 57,778 59,511 61,296 816,846Total Utilities 103% 29,612 30,500 31,415 32,357 33,328 34,328 35,358 36,419 37,512 38,637 39,796 40,990 42,220 43,487 44,792 596,887Total Repairs and Maintenance 103% 28,715 29,576 30,463 31,377 32,318 33,288 34,287 35,316 36,375 37,466 38,590 39,748 40,940 42,168 43,433 578,796Total Marketing and Leasing 103% 706 727 749 771 794 818 843 868 894 921 949 977 1,006 1,036 1,067 14,225Total Real Estate Taxes 103% 3,744 3,856 3,972 4,091 4,214 4,340 4,470 4,604 4,742 4,884 5,031 5,182 5,337 5,497 5,662 75,458Total Insurance 103% 8,718 8,980 9,249 9,526 9,812 10,106 10,409 10,721 11,043 11,374 11,715 12,066 12,428 12,801 13,185 175,714Total Property Management Fee 103% 12,991 13,251 13,516 13,786 14,062 14,343 14,630 14,922 15,221 15,525 15,836 16,152 16,476 16,805 17,141 242,141Total Other Fees 103% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Total Miscellaneous Expenses 103% 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

TOTAL EXPENSES: 126,569 130,235 134,010 137,894 141,893 146,009 150,246 154,607 159,097 163,716 168,473 173,368 178,408 183,595 188,935 2,531,488

NET OPERATING INCOME 133,248 134,778 136,304 137,826 139,342 140,850 142,351 143,841 145,321 146,790 148,243 149,681 151,103 152,506 153,889 2,311,321Operating Reserve 103% 0Replacement Reserve 102% 7,475 7,625 7,777 7,933 8,091 8,253 8,418 8,586 8,758 8,933 9,112 9,294 9,480 9,670 9,863 139,329NOI ADJUSTED FOR RESERVES 125,773 127,154 128,527 129,893 131,251 132,597 133,933 135,254 136,562 137,857 139,131 140,387 141,623 142,836 144,026 2,171,992Available for D/S

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

Private First Mortgage 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 Loan Balance 1,000,000 979,201 957,352 934,398 910,284 884,952 858,339 830,382 801,011 770,157 737,743 703,692 667,920 630,340 590,861 549,386 Principal Paid 20,799 21,850 22,954 24,114 25,332 26,613 27,957 29,370 30,854 32,414 34,052 35,772 37,580 39,479 41,474 494,184 Interest Accrued 0 Interest-Paid 4.94% 48,933 47,882 46,778 45,618 44,400 43,119 41,775 40,362 38,878 37,318 35,680 33,960 32,152 30,253 28,258 621,528Total 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 69,732 1,115,711

DSC Ratio-1st Mortgage 1.80 1.82 1.84 1.86 1.88 1.90 1.92 1.94 1.96 1.98 2.00 2.01 2.03 2.05 2.07

Cash Flow 56,041 57,422 58,795 60,161 61,519 62,865 64,201 65,523 66,830 68,125 69,399 70,655 71,891 73,104 74,294

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MHP SCATTERED SITE, INC.

The Board of Directors of MHP Scattered Site, Inc. (the “Corporation”), a Maryland non-profit corporation hereby adopts by majority vote of the Board of Directors of said corporation on December 3, 2013 the following resolution:

WHEREAS, the Corporation is a non-profit housing organization doing business in Montgomery County, Maryland; and

WHEREAS, the Corporation, among other assets, owns 8800 Glenville Road, 8804 Glenville Road, 8807 Glenville Road and 8813 Glenville Road, all in Silver Spring, Maryland (collectively, the “Units”);

WHEREAS, financing for the purchase of the Units was provided by a combination of loans from various lenders (the “Loans”) as well as subordinate loans from Montgomery County (the “County Loans”) ; and

WHEREAS, the Corporation has received a term sheet from Sandy Spring Bank to refinance the Loans on the Units in the total amount not to exceed $1,000,000 with a ten year loan with interest at a rate of approximately 4.94% to be secured by deeds of trust against the Units (the “Sandy Spring Loans”); and

WHEREAS, the Corporation intends to refinance the first priority loans, paying off the existing loan with Chase and Montgomery County, and add a new subordinate County Loans in addition to the existing County Loans;

NOW THEREFORE BE IT RESOLVED THAT the Corporation authorizes the Vice President and the Assistant Secretary of the Corporation, acting together or alone to execute notes, deeds of trust and such other security instruments necessary to consummate the Sandy Spring Loans, including a bank approved board resolution consistent with the terms aforementioned, and to subordinate the County Loans together with such other documents, certificates and instruments they deem necessary in their discretion to meet the requirements of the Sandy Spring Loans; and

(a) To pledge collateral to secure and/or to guarantee the indebtedness and obligations of MHP Scattered Site, Inc., which is a Maryland non-profit Corporation, and to enter into and execute any one or more of the following; security agreement, deed of trust, guaranty agreement, mortgage, other security instrument or other writing (herein “Documents”) in favor of Bank upon such terms, in such form, and pledging as security such collateral owned by the Corporation, and

(b) To modify, supplement or amend such agreements, guarantees, notes or other writings, any such terms or conditions thereof, and any such security; and

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(c) To pledge, assign, guarantee, mortgage, cosign, grant security interests in and otherwise transfer to Bank additional security and collateral for any and all debts and obligations of either this Corporation to Bank, whenever and however arising; and (d) To do and perform all other acts and things deemed by any such officer or agent necessary, convenient, or proper to carry out any of the contents of these resolution; hereby ratifying, approving, and confirming all that any such officers or agents have done or my do in the promises; and (e) To restructure subordinate debt, including a possible principal curtailment, with terms and conditions consistent with, or close to, existing terms and conditions on the loans. RESOLVED FURTHER, that the Certifying Officer of this Corporation shall certify to said Bank the names and signatures of the persons who are at present authorized to act on behalf of this Corporation under the foregoing resolutions and shall from time to time hereafter, as changes in the personnel of said officers and employees are made, immediately certify such changes to said Bank, and Bank shall be fully protected in relying on such certifications of the Certifying Officer and shall be indemnified and saved harmless in any claims, demands, expenses, loss, or damage resulting from or growing out of honoring the signature of any officer or employee so certified; and RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by said Bank, and that receipt of such notice shall not affect any action taken by said Bank or prior thereto; and RESOLVED FURTHER that the Certifying Officer of the Corporation is hereby authorized and directed to attest the signatures of the above authorized officers as may be required from time to time by the Bank; and FURTHER RESOLVED that the authority granted to said officers shall remain in full force and effect until written notice of revocation by further resolution of the Board of Directors shall have been received by Bank. In Witness Whereof, this Certification has been signed on behalf of the Corporation by its Assistant Secretary this ____ day of ______, 2013. ____________________________ Jill Goodrich, Assistant Secretary

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MHP SSLR, INC.




AGENDA

1. Resolution 13-01 – Election of Officers

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RESOLUTION 13-01

RESOLUTION OF MHP SSLR, INC.

The Board of Directors of MHP SSLR, Inc. (The "Corporation"), a Maryland stock corporation, hereby adopts by majority vote of the Board of Directors of said Corporation on December __, 2013, the following resolution: WHEREAS, the Corporation is required to elect Officers at its annual meeting; NOW THEREFORE, BE IT RESOLVED, the Board of Directors appoints the following Officers:

MHP SSLR, Inc. Cynthia Barr – President Robert A. Goldman - Vice President Linda Kelly – Treasurer Gene Sachs - Secretary Jill Goodrich – Assistant Secretary

BE IT FURTHER RESOLVED, that the President, Vice President, and Assistant Secretary are authorized to sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments, authorized by the Board of Directors. IN WITNESS WHEREOF, this certification has been signed on behalf of the Directors by its Assistant Secretary this ___ day of December, 2013. ________________________________ Jill Goodrich, Assistant Secretary

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UNAUDITED UNAUDITEDINTERNAL

U S E

ASSETS:Cash and cash equivalents (see attached detail) 6,917,759$ Accounts receivable 127,085Accounts receivable Development Fee (current) 964,059Interest Receivable Affiliates Notes 119,760Prepaid expenses and deposits 86,944New Offices BuildOut 330,540Furniture, equipment, improvements+ loan fees 199,009 Less: Accumulated depreciation + amortization (69,333) Net fixed assets 129,676Loans to affiliates NW revolving funds 532,905Deferred Development fees receivable 943,076Notes receivable Affiliates NW funds Unrestricted 371,968Notes receivable Affiliates NW funds Restricted 2,488,511Notes receivable and subsidiary loans 3,128,251 TOTAL ASSETS $16,140,534

LIABILITIES and NET ASSETSAccounts payable and accrued expenses 82,274Grant Payable- Pass-thru Glenville Rd. 240,000Accrued payroll and payroll costs / benefits 62,511Deferral of rent payable 104,857Notes payable 1,575,000Notes payable Forgivable 191,488 Total liabilities 2,256,130

Unrestricted Net assets 9,243,523 MHP Restricted Net assets Playground Fund 4,660 Temporary Restricted Net Assets 73,117 NeighborWorks Unrestricted Net Assets 1,723,668NeighborWorks Permanent Restricted Net Assets 2,839,436 Total net assets 13,884,404

TOTAL LIABILITIES and NET ASSETS $16,140,534

Montgomery Housing Partnership, Inc.Summary Balance Sheet

October 31, 2013

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UNAUDITEDINTERNAL USE ONLY

Prior Year 2012

ANNUAL 2013 Budget

2013 Budget Projected

ACTUALS BUDGET VARIANCE ACTUALS With Actuals REVENUES (Unrestricted)

Development fees 586,773 658,000 (71,227) 829,599$ $1,058,000 $846,000Government Contract Income 157,613 105,000 52,613 153,566 140,000 198,500

* Donations and Grants 761,531 529,400 232,131 589,213 631,200 625,400 Fees from Affiliated Entities 1,575,611 1,684,700 (109,089) 1,748,320 1,798,600 1,713,700 Special events - Golf * 45,655 55,000 (9,345) 52,606 55,000 48,500 Gain from debt forgiveness 2,114 7,000 (4,886) 5,160 8,000 2,100 Interest and investment income 206,188 124,820 81,368 41,197 164,400 210,200 Other income 12,836 10,500 2,336 12,581 11,000 9,000 TOTAL REVENUES 3,348,321 3,174,420 173,901 3,149,160 3,866,200 3,653,400

EXPENSESSalaries and Benefits 2,136,984 2,375,651 238,667 1,949,251 2,989,250 2,717,400 Community Life Prog. 211,560 153,715 (57,845) 153,071 182,700 233,400 Program services 445,575 211,537 (234,038) 266,573 361,600 159,200 Fundraising 35,002 31,600 (3,402) 32,251 33,000 39,900 Overhead / Facility costs 460,317 435,378 (24,939) 361,078 452,290 549,300 TOTAL EXPENSES 3,289,437 3,207,880 (81,557) 2,762,224 4,018,840 3,699,200

Increase in Net Assets Accrual Basis 58,884$ (33,460)$ 92,344$ 386,936$ (152,640)$ (45,800)$

Restricted Donation Rec'vd.- Playground Fund 4,650$ (not included above)* 2012 Restricted Donation Included in 2013 donatio 50,000$

Year 2013 To Date

Montgomery Housing Partnership, Inc.Statement of Revenues and Expenses For 10 Months Ending October 31, 2013

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Montgomery Housing Partnership, Inc. Detail of Cash Accounts Balances Net Change

12/31/12 10/31/13 Increase Balance Balance (Decrease)

UNRESTRICTED CASH Wells Fargo Operating & Sweep Insvtmt Acct. 1,889,807$ 2,718,778$ M & T (temp. depository) 58,057 365,456Bank of America checking acct. 897,950 409,728 Less Temp. Restricted Portion (50,010) (4,660)Bank of Amer. Money Market 97,365 97,381Capital One Money Market 240,719 241,322Capital One CDARS Account (less than 90 days) 882,078 882,000Wells Fargo Securities ( Cash Deposit ) 2,013 6,794Cash Held 2,350 - Petty cash Accounts ( 2 ) 266 316 Total Unrestricted Operating Cash 4,020,595 4,717,115 696,520

CASH INVESTED IN TIME DEPOSITS (Over 90 days maturity)

Wells Fargo Securities ( CDs) 1508946 733,652 609,052Wells Fargo Securities ( CDs) 782,442 902,448P N C (Certificate) 103,245 103,245United Bank ( Certificates ) 115,545 115,862Sandy Spring ( Certificate 110,655 110,738

1,845,539 1,841,345 (4,194)LETTER of CREDIT BANK ACCTS. OFFSET BY LOANS

* Bank of Amer. Deposit Acct 2,156,903 0Bank of Amer. Halpine 101,889 0 Accounts Closed / Debt ReducedFirst Utah Bank 228,000Loan Loss Reserve Utah 50,000 Total Collateralized Letter of Credit accounts 2,258,792 278,000 (1,980,792)

PERMANENTLY RESTRICTED CASHBank of America checking acct. W 2011 Receipt -

TEMPORARY RESTRICTED CASHWachovia IDA Checking 62,349 62,389Citibank IDA Master Acct 14,250 14,250Playground Fund 50,010 4,660Comm. Life Fundraising event 0 Total Temp. Restricted Cash 126,609 81,299 (45,310)

8,251,535$ -$ 6,917,759$

Dec. 31, 2012 Total 8,251,535$ Increase (Decrease) in Cash Balances (1,333,776)$ ($1,333,776)

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Montgomery Housing Partnership, Inc. Summary of Cash Balances

10/31/13UNRESTRICTED CASH Checking, savings 4,717,115UNRESTRICTED CASH INVESTED IN TIME DEPOSITS 1,841,345LETTER of CREDIT BANK ACCTS. OFFSET BY LOANS 278,000RESTRICTED CASH 4,660RESTRICTED CASH (IDA program) 76,639

Total Cash of MHP 6,917,759LESS: Cash with restricted access: Cash Collateral bank ac 278,000

Restricted Cash N W & 81,299 (359,299)Unrestricted Cash Balances 6,558,460

Included in Unrestricted Cash balances:N W Revolving Loan Fund undistributed cash 443,929Note Payable MAHT Grant Bealls 50,000Rita Morgan Trust Note Payable 25,000Note Payable Calvert Fund $500,000, undistributed portion 0 Cash included in Bank accounts with obligations / indebtedness 518,929

MHP Cash without Indebtedness/restriction/obligation 7,077,389

MHP Notes Payable, Funds Loaned to AffiliatesNote Payable NWA-Salt Lake - Purchase N. Fred. Ave. 1,000,000Note Payable Calvert Fund $500,000, distributed to N. Frederic 500,000

Indebtedness of MHP, passed through to affiliates 1,500,000

M H P Loan GuaranteesS S I BB&T MPDUs 350,000

Construction Loan Guaranty

Aquisition Debt Guaranty 439 & 425 N.Fred. Ave. 5,700,000Aquisition Debt Guaranty Parkview Towers 8,016,850MPDU Rental, Inc. Guaranty 250,000Operating Deficit Guaranty Gilbert Highlands 381,000

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

Total MHP Guarantees & Repayable Loans 17,024,85070

Foundation Proposal Tracking Sheet FY 2013

Name Type of Funding Ask Submitted Purpose Decision Award Received Notes

Received:Enterprise Foundation $50,000 8/22/2012 RE - Capacity Grant, Bealls Rec'd $ 18,938 1/14/2013Takoma Park CDBG Gov't $25,000 9/6/2011 CL Rec'd 5,520$ 5/28/2013

Fannie Mae Help the Homeless (2012)

Foundation 2/28/2012 CL Rec'd 21,150$ 2/5/2013

Meyer Foundation $22,000 1/10/2012 Benevon training Rec'd $ 15,000 3/1/2013 2014 - $10,000NeighborWorks Foundation $105,750 10/20/2012 Organizational Underwriting Rec'd $ 92,778 3/6/2013

CFMC - Sharing Fund Foundation $5,000 11/15/2012 CL Rec'd $ 5,000 3/29/2013

St. Marks Church $2,000 12/20/2012 CL Rec'd $ 1,500 5/7/2013On the May 31 fundraising financialreport, this amount can be found in Org. section.

Citi Fndn Foundation $30,000 2/20/2013 RE Rec'd $ 30,000 5/8/2013

Cafritz Foundation $50,000 11/2/2012 Long Branch - Arts Rec'd $12,500 4/18/2013Total gift $25,000; first half received in April

Meyer Policy Grant Foundation $25,000 3/20/2013 Policy Coaltion Rec'd $20,000 5/20/2013Takoma Foundation Foundation $2,000 5/10/2013 Long Branch - Arts Rec'd $1,500 6/3/2013

NeighborWorks Foundation $2,000RE/NH - Community Impact Measurement Project

Rec'd $2,000 5/15/2013

NeighborWorks Foundation $2,000RE/NH - CLI Action Plan - Long Branch event

Rec'd $2,000 5/15/2013

NeighborWorks Foundation $10,000 Asset Mgt. - TA Rec'd $10,000 5/15/2013NeighborWorks Foundation $400 NeighborWorks Week Rec'd $400 5/28/2013NeighborWorks Foundation $5,000 1/1/2013 Benevon training Rec'd $5,000 6/13/2013

CFMC DIVA Foundation $2,000 8/14/2012 CL mural Greenwood Rec'd $ 1,934.00 7/22/13

NeighborWorks Foundation $15,000 Summer 2013 Green Designation Rec'd $ 15,000.00 9/11/13

Wells Fargo Corporate Foundation $15,000 7/29/2013 CL Rec'd 10,000.00$ 9/12/2013Capital One Corporate Foundation $30,000 9/1/2013 CL Rec'd 30,000.00$ 9/27/2013Maryland DHCD, OAG (NCI)

Gov't/Capital $516,500 12/14/2012 Real Estate Rec'd $240,000 10/24/2013

Freddie Mac Foundation $30,000 8/15/2013 CL Rec'd $30,000 11/18/2013Enterprise Foundation $1,004 10/15/2013 Conference expenses Rec'd $1,004 11/18/2013Total: $945,654 $ 571,224

Approved:Takoma Park CDBG Foundation $5,000 9/24/2012 CL - 7610 Maple approved 2012 $4,100CITC Gov't $35,000 8/31/2012 CL approved 2012 $10,000

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CDBG - Montgomery County

Gov't $45,000 9/21/2012 Play and Learn Approved May 2013 $35,000

$15,000 for CL ($35,000 for CL came from CDBG above, and $100,000 for Neighborhoods will come from a separate County contract.

Mont County Council Gov't $150,000 1/17/2013 Neighborhoods 100K, CL 50K Approved May 2013 $15,000

Enterprise Foundation $50,000 5/24/2013 TOD - Shared Progress Collaborative approved 6/13/13 $50,000 Funds will come in through reimbursements

Enterprise Foundation $25,000 6/25/2013 Capacity Grant - 439 N. Frederick approved $25,000

MSDE 21st Century CLC Foundation $285,360 4/30/2013 2 learning centers approved $256,400

We will receive 15% of funds up front, and the rest will come in through reimbursements.

CITC (2nd Round) Gov't $10,000 8/26/2013 CL approved 2013 $10,000

Enterprise Foundation $77,000 10/15/2013 Asset Management approved 10/31/13 $57,000 Total: $605,360 $462,500

Pending:

Comm Foundation NCR Foundation

$5,000 8/1/2013 CL

State of MD CITC Gov't $50,000 8/7/2013 Tax Credits for CL 2014-15MoCO CDBG Gov't $45,000 9/23/2013 CLNW Foundation $300,000 10/11/2013 Org. UnderwritingNW Foundation $300,000 10/11/2013 Real Estate - Capital Total: $700,000

Declined:NW Comm Stabilization grants

Foundation $150,000 10/12/2012 Long Branch - Arts declined Mar 2013

Comm Services grant Foundation $10,000 11/19/2012 CL - computers declined Mar 2013

NW Foundation $10,000 6/14/2013 Glenville Road - Green Club declined Sept 2013BofA Excellence in Neighborhoods Corporate Foundation

$200,000 8/12/2013 Neighborhoods declined Nov 2013

TD Charitable Corporate Foundation $100,000 8/30/2013 Real Estate declined Nov 2013MAHT Gov't $150,000 9/19/2013 Real Estate declined Nov 2013Total: $620,000

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Fundraising Goals & Achievements 2013 For month ending October 31, 2013

2010 Goal 2010 Actual 2011 Goal 2011 Actual 2012 Goal 2012 Actual 2013 Goal 2013 Actual Notes - FY13Individual Giving Major Gifts ($1,000+) 30,000 35,700 60,000 53,627 50,000 37,500 17,000 19,605 Individual Gifts (< $1,000) 20,000 13,151 24,500 11,740 20,000 12,267 12,429 Individual Gifts (Breakfast Event) 27,321 83,000 34,465 Pettit Family Directed Fund gift included Workplace Giving 7,000 3,551 3,500 3,493 3,500 3,943 4,500 2,465 Subtotal 57,000 52,402 88,000 68,860 73,500 81,031 104,500 68,964

Corporate Giving

Corporate Sponsor 35,000 66,500 20,000 50,000 45,000 50,000 45,000 $19,000 more in verbal commitments Corporate gifts – non-sponsor 5,000 26,500 500 62,813 10,000 62,851 17,000 11,864 Corporate gifts – tax credits 11,000 6,000 3,000 6,000 13,000 26,000 20,000 10,000 $10,000 more in verbal commitments Corporate gifts - Breakfast event 13,330 40,000 2,500 EagleBank In Kind Gifts 34,262 30,643 33,139 25,793 Subtotal 51,000 66,762 70,000 119,456 73,000 180,320 127,000 95,157

Organizations Faith-based Organizations 5,000 5,560 6,500 2,000 6,500 2,800 4,500 3,000 Civic Organizations 500 1,191 1,000 23,447 1,000 2,271 2,500 Subtotal 5,500 6,751 7,500 25,447 7,500 5,071 7,000 3,000

Foundations Fannie Mae 35,000 39,431 5,000 33,514 34,000 34,205 - 21,150 Foundation grants-programs 250,000 339,600 520,000 337,700 325,000 400,545 405,000 283,270 Subtotal 285,000 379,031 525,000 371,214 359,000 434,750 405,000 304,420

Government Government contracts 250,000 154,997 220,000 224,779 220,000 164,297 142,000 106,291 Government grants - Debt Draw 180,000 195,585 160,000 11,802 100,000 3,336 Subtotal 430,000 350,582 380,000 236,581 320,000 167,633 142,000 106,291

Events Community Life 1,635 2,000 500 2,000 Golf Tournament 15,000 26,720 40,000 43,475 45,000 53,106 60,000 45,655 $3,500 more in verbal commitments Gala Benefit 123,175 152,655 Subtotal 138,175 181,010 42,000 43,975 47,000 53,106 60,000 45,655

TOTAL 966,675$ 1,036,538$ 1,112,500$ 865,533$ 880,000$ 921,911$ 845,500$ 623,488$

Restricted Donation -Playground Fund 50,010$ 4,650$ NW Capital Funding 2010 Goal 2010 Actual 2011 Actual 2012 Actual 2013 Actual

$300,000 $639,500 $730,000 $337,500 $515,000.00 includes $240,000 from NCI capital grant

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Board Calendar December –January 2013

December 3 MHP Board Meeting. 6:30 pm at Pembridge Square Community Center,

Wheaton, MD. RSVP to Leonor Rivera at 301-812-4110,

[email protected].

December 4 Community Life Holiday Parties—various times. The Annual Community Life

Toy Drive will end with holiday parties hosted at several communities in Silver

Spring, Takoma Park, Wheaton, Rockville, and Gaithersburg. Donated toys will be

distributed to the children. DONORS and VOLUNTEERS NEEDED. Contact

Sulema, [email protected] or 301-812-4112.

December 4 Wheaton & Kensington Chamber Annual Holiday Mixer—6:00—7:30 at Los

Chorros in Wheaton. MHP will host the monthly mixer. This is the official kick-

off reception for the Angels for Children Toy Drive. Contact Lesia Bullock at

[email protected] or 301-812-4138.

December 4 Community Life —All programs on recess.

December 5 Building Dreams Tour—8:30 am at Pembridge Square Community Center, 2315

Blueridge Avenue, Wheaton. RSVP to Devon at [email protected]. or

301-812-4122.

December 4-24 Angels for Children Toy Drive—The Wheaton & Kensington Chamber of Com-

merce and Wheaton Volunteer Rescue Squad will collect, wrap and deliver toys to

the 300+ children, ages infant-17 who live at Pembridge Square, Amherst Square,

and Amherst Gardens. Contact Lesia at [email protected] or 301-812-

4138. VOLUNTEERS NEEDED.

SuperWrap Days—Pembridge Square Community Center, 2315 Blueridge Ave-

nue, Wheaton.

Saturday, Dec 14 and 21, two shifts 10:00 am—12:00 pm and 12:00—2:00 pm

Sundays, Dec 15 and 22, two shifts 10:00 am—12:00 pm and 12:00—2:00 pm

Delivery on Tuesday, Dec 24—6:00—9:30pm Meet Santa and Mrs. Claus at the

Wheaton Volunteer Rescue Squad.

RSVP to Lesia at [email protected] or 301-622-2400 x38.

December 19 MHP Board/Staff Holiday Open House and Mixer—Thursday, 5:30—7:00

pm—MHP headquarters, 12200 Tech Road, Suite 250, Silver Spring, MD 20904.

RSVP to Leonor at [email protected].

January 6 Community Life—Programs resume at all sites.

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Board Calendar January 2013

January 15 Building Dreams Tour—12:30 pm. Location TBD. RSVP to Devon at


January 28 MHP Board Meeting. 6:30 pm at Pembridge Square Community Center.

MHP Board Meeting/Committee night. Contact Leonor at 301-812-4110,

[email protected].

January 30 Building Dreams Tour—8:30 am. Location TBD. RSVP to Devon at

[email protected]. or 301-812-4122.

Mid-January Circle of Builders Thank You Reception. Date/Location TBD. Contact Devon

at [email protected]. or 301-812-4122.

February TOD Best Practices Forum - Date/location TBD. Shared Progress Collabora-

tive will host a forum on transit-oriented development. Contact Ilana Branda at

[email protected].

February 12 Building Dreams Tour—12:30 pm. Location TBD. RSVP to Devon at


February 26 No MHP Board Meeting.

February 26 Executive Committee Meeting—6:30 pm. Vicki Davis’ office

February 27 Building Dreams Tour—8:30 am. Location TBD. RSVP to Devon at

[email protected]. or 301-812-4122.

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