Jaci. 2:00 pm. CITY HALL Room 416 (415) Barbara T. Smith. The Mission

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1 SAN FRANCISCO HOUSING AUTHORITY Joaquin Torres, President Jaci Fong, Vice President Phil Arnold, Commissioner Leroy Lindo, Commissioner Patricia Thomas, Commissioner Ted Yamasaki, Commissioner BOARD AGENDA December 19, :00 pm CITY HALL I Dr. Goodlett Place Room 416 San Francisco, California (415) Barbara T. Smith Acting Executive Director The Mission of the San Francisco Housing Authority is to deliver safe and decent 1 hous sing for low income households and integrate economicc opportunity for residents.

2 S AN F RANC ISCO H OUSING A UTHORITY J OAQUIN T ORRES, P RESIDENT SAN FRANC CISCO HOUSIN NG AUTHORITY Joaquin Torres, President Jaci Fong, Vice President Phil Arnold, Commissioner Leroy Lindo, Commissioner Patricia Thomas, Commissioner Ted Yamasaki, Commissioner Barbara T. Smith, Acting Executive Director CITY HALL 1 Dr. Goodlett Place Room 416 San Francisco, California SPECIAL MEETING NOTICE Thursday, December 19, :00 p.m. 1. The San Francisco Housing Authority holds its meetings in City Hall Room 416, San Francisco, California Disability Access: Room 416 is wheelchair accessible. The closest accessible BART Station is Civic Center, three blocks from City Hall. Accessible MUNI lines serving this location are: #42 Downtown Loop, the #71 Haight/Noriega, the F Line to Market and Van Ness, and the Metro stations at Van Ness and Market and at Civic Center. For more information about MUNI accessible services, call There is accessible parking at the following locations: two (2) designated blue curb spaces on the southwest corner of McAllister Street at Van Ness Avenue; the Performing Arts Garage (entrance on Grove Street betweenn Franklin and Gough Streets), and at Civic Center Plaza Garage. 4. Agenda, minutes and attachments are available at as well as the San Francisco Housing Authority Administrative Office located at 1815 Egbert Avenue, San Francisco, California If any materials related to an item on this agenda have been distributed to the San Francisco Housing Authority Board of Commission after distribution of the agenda packet, those materials are available for public inspection during normal office hours at the San Francisco Housing Authority at 1815 Egbert Street San Francisco CA In order to assist the San Francisco Housing Authority s efforts to accommodate persons with severe allergies, environmental illness, multiple chemical sensitivity or related disabilities, attendees at public meetings are reminded that other attendees may be sensitive to various chemical based products. Please help the San Francisco Housing Authority accommodate these individuals. 6. The use of electronic sound-producing devices at/during public meetings is prohibited. Please be advised thatt the meeting President may remove any person(s) responsiblee for the ringing or use of cell phones, pagers and similar sound-producing electronic devices from the meeting room. 7. Requests for public comment may be heard on items not on the agenda ass well as after stafff presentation on any Regular Agenda Item. Speakers at Board meetings are requested, but not required, to identify themselves and fill out cards placed on the table at the entrance door. When the Board considers policy, which has not been considered by a committee, testimony is welcome during the Public Comment portion of the meeting. Testimony is not permitted when an opportunity has been given at a committee hearing for testimony on an item. The public may address the Board for up to two minutes or four minutes for speakers who require an interpreter, or unless otherwise approved by the Board of Commissioners. The President, or the Board, may limit the total testimony to 30 minutes. A speaker may not yield his or her time to another speaker. Board Procedures, do not allow for dialogue between the Board and the public. The Board may not take action on a new proposal, which is not on the agenda. 2

3 AGENDA ORDER OF BUSINESS 1. Call to order 2. Roll call 3. Financial Highlights for the two (2) ended November 30, [Resolution (1) Approving And Authorizing The Execution Of A Disposition And Development Agreement For Phase Ii, Ground Lease Agreements For Phase IIA(1), Phase IIA(2) And Phase IIB And Certain Ancillary Documents For Revitalization Of The Phase Ii Area Of The Hunters View Housing Development In Substantially The Form On File With The Housing Authority Of The City And County Of San Francisco, And (2) Approving And Authorizing The Submission Of These Documents And Other Certain Evidentiary Documents To The United States Department Of Housing And Urban Development; Including A Rental Term Sheet, A Draft Regulatory And Operating Agreement, And A Draft Affordability Reserve Escrow Agreement] 5. [Resolution approving and authorizing the Acting Executive Director to amend the contract with Goldfarb Lipman LLP to expend up to an additional three hundred thousand dollars to Goldfarb & Lipman, LLP to provide General Counsel and Real Estate Legal Counsel Work on an as-needed, task assignment basis.] Presented by: Linda Martin-Mason, Ombudsman, Office of the Ombudsman and Communications 6. Adjournment 3

4 AGENDA SAN FRANCISCO HOUSING AUTHORITY BOARD OF COMMISSIONERS Agenda Category: Agenda Title: Presented By: Action Item Development and Modernization - HOPE SF RESOLUTION AUTHORIZING THE ACTING EXECUTIVE DIRECTOR OF THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO TO EXECUTE A DISPOSITION AND DEVELOPMENT AGREEMENT FOR PHASE IIA(1), PHASE IIA(2) AND PHASE IIB, AND GROUND LEASES FOR PHASE IIA(2) AND PHASE IIB WITH HUNTERS VIEW ASSOCIATES, L.P.,(THE "DEVELOPER"), AND A GROUND LEASE FOR PHASE IIA(1) WITH HV PARTNERS 2, L.P., FOR REVITALIZATION OF THE PHASE II AREA OF THE HUNTERS VIEW HOUSING DEVELOPMENT IN SUBSTANTIALLY THE FORM ON FILE WITH THE AUTHORITY AND TO AUTHORIZE SUBMISSION OF THESE DOCUMENTS AND OTHER INITIAL EVIDENTIARY DOCUMENTS TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, INCLUDING A RENTAL TERM SHEET, A DRAFT REGULATORY AND OPERATING AGREEMENT, A DRAFT AFFORDABILITY RESERVE ESCROW AGREEMENT AND A FINAL SUBDIVISION MAP Alicia Sisca, Modernization and Housing Development Administrator SUMMARY: The Housing Authority of the City and County of San Francisco (the "Authority") in partnership with the City and County of San Francisco (the "City"), through its HOPE SF Program initiated the revitalization of the Hunters View Public Housing Development in The Authority approved the Master Development Agreement for the Development (as described below) in [Continued on Page 2] Attachments: Attachment I - Resolution Attachment II - Site Map Attachment III: - Evidentiary Documents A copy of any attached documents is available at the clerk s desk. DEPARTMENT S REQUESTED ACTION: Staff recommends adoption of this Resolution ACTING EXECUTIVE DIRECTOR S RECOMMENDATION: I concur with staff recommendation Agenda Item No.:1 Date: Dec. 19,

5 December 19, 2013 Page 2 The Development will be constructed in three phases and consists of (i) the demolition of the original two hundred and sixty- seven (267) public housing apartment units on the Property; and (ii)(a) the new construction of two hundred and sixty-seven (267) replacement public housing units, plus up to an additional five hundred and thirty-three (533) mixed income housing units, (b) the construction of off street parking, new roadways, and sidewalks, (c) the construction of up to six thousand five hundred (6,500) square feet of neighborhood servicing retail space, and (d) the construction of up to eight thousand five hundred (8,500) square feet of child care space, community parks, and landscaping. The Development will be constructed as a green and sustainable community and meet both the HUD Renewable Energy and Green Construction requirements. All of the existing public housing units will be replaced with newly constructed apartment units (the "PHA-Replacement Units") with Annual Contributions Contract ("ACC") or Project-Based Section 8 Vouchers, and all except for six (6) of the units will be low-income housing tax credit units for households with incomes at or below fifty percent (50%) of the area median income, as adjusted for household size. The non-tax credit units shall be designated for existing Hunters View residents who are not eligible to occupy a tax-credit unit due to employment and increased income or for on-site property managers. The Master Developer for Hunters View Revitalization Project is Hunters View Associates. L.P. in which the general partners are The John Stewart Company, Hunters Point Affordable Housing, Inc., and Devine & Gong, Inc. (referred to as the "Developer") Phase I of the Development was completed in 2013 with the demolition of a portion of the existing Hunters View buildings, and the construction of 107 rental housing units and public improvements, including new open space and pathway area and new street improvements. The Authority, the City and the Developer now desire to commence the construction of Phase II of the Development. Analysis Phase II is divided into three sub-phases, including Phase IIA (1), Phase IIA (2) and Phase IIB as shown on the Site Plan.(see Attachment). The Authority intends to enter into a Disposition and Development Agreement ( DDA ) that covers all three sub- phases of Phase II. This DDA is generally consistent with the Master Development Agreement that was entered into between the Authority and the Developer, which pertains to the entire Hunters View Development. Separate ground leases will be executed for each of the three sub-phases discussed above. 5

6 December 19, 2013 Page 3 Phase IIA(1) will consist of the construction and development of 107 multi-family housing units, including 80 PHA-Replacement Units. This phase also consists of the public right of way/infrastructure for Fairfax Avenue, Ironwood Way, and Middle Point Road. All units will be designated as low income housing tax credit units, except 1 manager's unit and 1 unit for an over income existing Hunters View household. Of that total PHA-Replacement Units; 54 units will be ACC-Assisted Units and 26 units will receive Project-Based Section 8 Vouchers. The ACC- Assisted units are units in which HUD will continue to provide public housing operating subsidy. Phase IIA(1) will be developed by HV Partners 2, LP, an affiliate of the Developer (the "Phase IIA(1)-Developer"). This phase will be financed with tax exempt bonds, private equity under the Low Income Housing Tax Credit program, and funding from state and federal sources as described in Attachment Two. In connection with this Phase, the Authority will enter into the DDA and a Ground Lease for seventy-five years. The Phase IIA(1)-Development shall be owned and operated during the Tax Credit Compliance Period (the period of 15 taxable years during which the project is regulated by the Tax Credit Program requirements) by the Phase IIA(1)-Developer, and the rent-restricted residential units shall be leased to income qualified-tenants at affordable rents pursuant to the requirements of HUD and other applicable funding programs. The Authority shall have an option to purchase the Phase IIA(1)-Development after expiration of the Tax Credit Compliance Period, and the right of first refusal to purchase the Phase IIA(1)-Development, subject to the terms and conditions in the DDA. The Phase IIA (1) -Developer shall pay a lease payment capitalized at the fair market value of the unimproved value of the leasehold interest in the Phase IIA (1) Development Site determined at the time of conveyance. Phase IIA(2) will consist of the construction and development of a small park and pedestrian pathway improvements, namely, Ironwood Park and Malcolm X Connection (the "Improvements"). In connection with this Phase, the Authority will enter into a Ground Lease for five years and an additional 2 years if necessary to complete construction of the Improvements. The Developer intends to complete the construction of Improvements by the end of the term described here. Upon completion, the Developer will convey the Improvements to the HV Community Association, which will own, operate and maintain the Improvements. Concurrent with this conveyance of the fee interests of the Improvements, the Authority intends to convey its fee interest in the land to the HV Community Association, pursuant to the terms of the DDA. Phase IIB will ultimately consist of approximately 270 housing units. The Developer intends to provide both rental and ownership units, as well as affordable and market rate units. The Developer is still in the feasibility stage in determining the exact configuration of the Phase IIB Development. The proposed Ground Lease for Phase IIB is for an initial period of five year, with a five-year option period, in order for the Developer to do the feasibility studies necessary to propose the ultimate development plan for the site. Once agreement is reached, the proposed Ground Lease for Phase IIB may be for 75 years. 6

7 December 19, 2013 Page 4 Structure of Phase II Development. The Developer has structured the transaction to complete the infrastructure and street improvements first, sometime referred to as the horizontal construction, and then to construct the improvements, including housing and community spaces, in each of the applicable phases, sometimes referred to as the vertical construction. Discussed below is information regarding the major documents and schedule pertaining to the development and construction of Phase II of the Hunters View Development. On September 12, 2013 the Authority's Board of Commissioners approved a License and Preconstruction Services Agreement allowing the Developer to erect a fence around Phase II Development Site, access the site and begin preconstruction work including demolition of the existing public housing sites. In addition, the Agreement provided a predevelopment loan of $211,610 to the Developer. The total amount for the preconstruction work is estimated to cost $1,069,224. In October 2013 the Developer began preconstruction work and demolition of housing units and existing improvements in the existing Hunters View Phase II project site, consisting of 32 dwelling buildings and one non-dwelling building. This work is expected to be complete in January Infrastructure work for the entire Phase II area is expected to begin in the Spring 2014, and vertical construction (the actual construction of the improvements) of Phase IIA(1) is expected to begin in Fall Upon completion of the Phase IIA(2) Development (scheduled for Spring, 2016), the Master Developer intends to transfer the infrastructure improvements not transferred to the City to the HV Community Association, which will own and manage the infrastructure improvements for the benefit of the entire Development. Concurrent with the transfer from the Master Developer, the Authority, intends to transfer the fee interest in the Phase IIA(2) site by grant deed to the HV Community Association. HUD's Approval The proposed Phase II Development, more specifically, the Phase IIA(1) project, is considered a Mixed Finance Project, and is subject to HUD's requirements as set forth in 24 CFR 941, subpart F. This is to ensure that the development will continue to provide public housing units within the development. HUD must approve all documents related to the development and construction of all the phases of Hunters View. Prior to the execution of the DDA and Ground Leases, which will provide site control to the Developer and the Phase IIA(1) Developer, the Authority must obtain HUD's approval of these documents, and the other documents related to the Phase II Development. Brief descriptions of these documents are described below. Upon obtaining HUD's approval of these initial documents, the Authority will be coming back to the Board of Commissioners to obtain approval of the construction and permanent loan documents for the development of the Phase IIA(1) and Phase II(2) projects, and in the future of those for Phase IIB project. 7

8 December 19, 2013 Page 5 Documents related to the revitalization of the Phase II A(1) and Phase IIA(2) area of the Hunters View Housing Development which are to be approved by the Commission for submittal to HUD for its review and approval. Documents to be approved for execution subsequent to submission and approval by HUD: Disposition and Development Agreement (DDA) for Phase IIA(1), Phase IIA(2) and Phase IIB - The Disposition and Development Agreement is between Hunters View Associates, L.P.(Master Developer) and the Authority and describes the overall development for Phase II, including vertical construction, infrastructure improvements (utilities and streets), and parks. The DDA sets out the terms and conditions for land conveyance, describes the financing plan, and lays out the components, permits and approvals required for construction and details the responsibilities of the Developer. It includes HUD's Section 3 requirements, residential hiring requirements and other applicable HUD's regulations. Separate Ground Leases for Phase (IIA(1), Phase IIA(2), and Phase IIB Phase IIA(1) is for the construction of the 107 units of rental housing (the tax credit transaction); Phase IIA(2) is for the open space area and street improvements; and Phase IIB is a short-term lease to allow for studies to determine the feasibility of the construction of up to 270 rental and/or ownership affordable and market housing units. Each ground lease describes in detail the terms, conditions, rent and other covenants applicable to the project. Additional documents for Phase IIA(1) to be approved by the Board of Commissioners for transmittal to HUD for its review and approval: o Rental Term Sheet The Rental Term Sheet is a workbook of Sources and Uses laying out both construction and permanent project financing. HUD reviews this document to determine if the proposed Mixed Finance Project is financially feasible. It includes unit mix by unit size, accessibility features and subsidy type. It also notes the building types as well as unusual features of the phase being constructed. Based on HUD's review of the Rental Term Sheet, it will make a decision as to whether to approve the proposed Phase IIA(1) development. o Regulatory and Operating Agreements (Draft) Provide the procedures for ensuring that the ACC subsidy is provided to the Developer to operate the public housing units and imposes the public housing restrictions including categories of tenants eligible for units and a provision that all relocated residents who have not been evicted have first right to return to the new housing. The form of the document will be submitted and will be revised once the low income tax credit investor has been admitted into the limited partnership of the Phase IIA(1)- Developer. o Affordability Reserve Escrow Agreement (Draft) A reserve established to ensure ongoing affordability of the public housing units. The form of the document will be submitted and will be revised once the low income tax credit investor has been admitted into the limited partnership of the Phase IIA(1)- Developer. 8

9 December 19, 2013 Page 6 Final Map - The Final Map subdivides the Phase II site area into separate legal parcels for future affordable and market rate development. In addition to the County Surveyor and the San Francisco Board of Supervisors, the San Francisco Housing Authority is a party to and needs to sign this document. Please note that there will be additional evidentiary documents that will be submitted to the Commission in the future regarding the development of Hunters View Phase II. Budget Considerations The total estimated cost for Phase IIA(1) is $76 million. The estimated contributions from local public agencies are: $17,994,099 (MOH/OCII) and $.2 million (Authority). The balance of the funding is from California Department of Housing and Community Development, Federal Home Loan Bank's Affordable Housing Program, Tax Credit Equity and General Partner Equity). The Authority is also providing the land at fair market value under ground lease agreements and/or DDAs for the affordable housing components and fee simple for new public roadways and the market rate housing component, net proceeds of which will subsidize construction of the replacement public housing. Base rent for the ground leases will be $1 per year with additional land payment payable out of surplus cash. Repayment of loans and ground leases payments from the Developer will be made from surplus cash flow based on the Authority and MOH proportional share of 1/3 to the Authority and 2/3 to MOH. Surplus cash flow during construction generated on the Phase II development site and subsequent phases prior to the completion of all phases of the development will be used to finance the construction of the affordable housing, including replacement public housing units. The Authority is requiring a Right of First Refusal and Purchase Option for the new affordable rental housing components to be exercised no later than at the end of the Tax Credit Compliance period in 15 years, which will be assigned to the City if the Authority elects not to exercise its rights. The purchase amount will be consistent with IRS requirements of the greater of debt plus taxes or fair market value. MBE/WBE and Resident Hiring An Interagency Memorandum of Understanding (MOU) between the San Francisco Housing Authority, the San Francisco Redevelopment Agency, the Mayor s Office of Housing and the Department of Economic & Workforce Development clarifies and defines the roles, responsibilities, goals and procedures for each of the City agencies as they relate to overseeing good faith efforts of the developer to achieve contracting and hiring goals for the Hunters View project, including Section 3 and the Authority s Resolution No resident hiring goals and Resolution No MBE/WBE contracting goals. 9

10 ATTACHMENT I 10

11 RESOLUTION NO.: ADOPTED: December 19 th, 2013 RESOLUTION AUTHORIZING THE ACTING EXECUTIVE DIRECTOR OF THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO TO EXECUTE A DISPOSITION AND DEVELOPMENT AGREEMENT FOR PHASE IIA(1), PHASE IIA(2) AND PHASE IIB, AND GROUND LEASES FOR PHASE IIA(2) AND PHASE IIB WITH HUNTERS VIEW ASSOCIATES, L.P.,(THE "DEVELOPER"), AND A GROUND LEASE FOR PHASE IIA(1) WITH HV PARTNERS 2, L.P., FOR REVITALIZATION OF THE PHASE II AREA OF THE HUNTERS VIEW HOUSING DEVELOPMENT IN SUBSTANTIALLY THE FORM ON FILE WITH THE AUTHORITY AND TO AUTHORIZE SUBMISSION OF THESE DOCUMENTS AND OTHER CERTAIN INITIAL EVIDENTIARY DOCUMENTS TO THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, INCLUDING A RENTAL TERM SHEET, A DRAFT REGULATORY AND OPERATING AGREEMENT, A DRAFT AFFORDABILITY RESERVE ESCROW AGREEMENT AND A FINAL SUBDIVISION MAP WHEREAS, on August 11, 2005, the Authority Commission approved Resolution #5225 authorizing the Executive Director of the Authority to negotiate an Exclusive Negotiating Rights Agreement ("ENRA") with the Development Team of Ridgepoint Non-Profit Housing Corporation, the John Stewart Company, and Devine and Gong, Inc. (collectively, the "Initial Developer"), to determine the basis of the material terms and conditions of a Disposition and Development Agreement ("Phase I -DDA") and Ground Lease ("Phase I Ground Lease" or Phase I- Ground Leases ) for the revitalization of the Hunters View public housing site; and WHEREAS, on November 10, 2005, the Authority Commission approved Resolution #5239 authorizing the Executive Director to execute an ENRA and enter into negotiations for a Phase I- DDA and Phase I- Ground Leases for the revitalization Hunters View public housing site with the Initial Developer and on February 15, 2006, the ENRA was executed by the Authority and the Initial Developer; and WHEREAS, the ENRA was amended several times in response to progress the parties made in negotiating the terms of a development agreement. In connection with the foregoing, the Authority approved the assignment of the ENRA from the Initial Developer to the Hunters View Associates, L.P. (the Developer ), which consists of the John Stewart Company, Hunters Point Affordable Housing, Inc. and Devine and Gong, Inc. as its general partners, and agreed that the parties would continue negotiations for the a Master Development Agreement for the entire project site; and WHEREAS, on July 23, 2009, the Authority Commission approved Resolution #5435 authorizing the Executive Director to execute with the Developer: (1) the Master Development Agreement (MDA), that contemplates the development of the site in multiple phases, each to be governed by the MDA and a DDA and/or Ground Lease as applicable, and (2) Predevelopment and Construction Loan Agreement Developer to provide a loan in the amount of $8,319,692, in 11

12 connection with certain predevelopment and construction activities of Phase I of the Development, in the form on file with the Authority (the Loan Agreement ); and WHEREAS, the Developer desires to continue the revitalizations of the Hunters View Public Housing Project area through the development as contemplated by the MDA which consist of (i) the demolition of the existing 267 public housing apartment units on the property; and (ii) (a) the new construction of 267 replacement public housing units and 533 mixed income housing units, (b) off street parking, new roadways, and sidewalks, (c) the construction of up to 6,500 square feet of neighborhood servicing retail space, and (d) the construction of up to 8,500 square feet of childcare space, community parks, and landscaping to be developed on the property (the "Development"); and WHEREAS, the Development is expected to be financed with funds from several sources, including but not limited to the City and County of San Francisco HOPE SF Program, state and federal low income housing tax credits, tax exempt bonds, the State of California under its Multifamily Housing Program, and the Authority from funds it has been allocated from the United States Department of Housing and Urban Development ("HUD") under the American Recovery and Reinvestment Act of 2009, the Neighborhood Initiative Grant and Replacement Housing Factors Funds; and WHEREAS, on July 8, 2010 the Authority Commission approved resolution 5500 authorizing the Executive Director to execute a Disposition and Development Agreement, Ground Lease Agreement for Phase IA and Interim Ground Lease Agreement for Phase IB and ancillary documents, in substantially the form on file with the Authority, with Hunters View Associates, L.P. a California Limited Partnership for revitalization of the Phase I area of Hunters View Housing Development; and WHEREAS, in July of 2013 Hunters View Associates, L.P. a California Limited Partnership completed the construction of 107 multi-family housing units, including 80 replacement public housing, a park, and infrastructure improvements in the Phase I area of Hunters View Housing Development; and WHEREAS, the Developer now desires to commence construction of Phase II of the Development; and WHEREAS, on September 12, 2013 the Authority Board of Commissioners approved Resolution authorizing the Acting Executive Director to Execute a License and Preconstruction Services Agreement allowing the Developer to erect a fence around Phase II public housing buildings, access the site and begin preconstruction work including demolition and approved a Replacement Housing Factor predevelopment loan of $211,610 to the Developer for demolition of existing improvements in Phase II; and WHEREAS, as of September 10, 2013 all units in Phase II public housing were vacated and the Developer subsequently erected a fence around Phase II buildings and in October 2013 began demolishing 50 units in Phase II; and WHEREAS, as of this date, the Developer and/or its affiliate are proposing to commence the development of (i) Phase IIA(1) of the Development will consists of construction of

13 multi-family housing units, including 80 replacement public housing, open space and park areas and a portion of street and infrastructure improvements; (ii) Phase IIA(2) will consist a small park and pedestrian pathway improvements; namely Ironwood Park and Malcolm X Connection; and (iii) Phase IIB will ultimately consist of 270 affordable and market rate housing; and WHEREAS, the Authority desires to enter into a Disposition and Development Agreement ("DDA") governing the development of Phase II of the Development, consistent with the terms of the MDA in the form on file with the Authority; and WHEREAS, the Authority further desires to enter into Ground Lease Agreements for the lease of the Phase IIA(1), Phase IIA(2) and Phase IIB development sites for the Phase II development as described above; and WHEREAS, the Authority is required to obtain HUD's approval on all documents related to the construction and development of Phase II, including the proposed DDA and the Ground Leases for Phase IIA(1), Phase IIA(2) and Phase II, and certain other required documents in connection with Phase II, which is considered a Mixed Finance Development pursuant to 24 CFR 941, subpart F, including by not limited to the Rental Term Sheet, and the Regulatory and Operating Agreement, the Affordability Escrow Agreement, and other related documents (the "Initial Evidentiary Documents"). WHEREAS, the Board of Commissioner deems it to be in the best interest of the Authority to submit the Initial Evidentiary Documents to HUD for its approval. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO THAT: 1. The above recitals true and accurate, and together with the staff report, form the basis for the Board of Commissioners' actions as set forth in the Resolution. 2. The Acting the Executive Director to authority to submit to HUD for its approval the Disposition and Development Agreement for Phase IIA(1), Phase IIA(2) and Phase IIB, the Ground Lease For Phase IIA(1), the Ground Lease for Phase IIA(2), the Ground Lease for IIB, the Rental Term Sheet, and the draft forms of the Regulatory and Operating Agreement and Affordability Escrow Agreement in substantially the form on file with the Authority, for revitalization of the Phase II area of the Hunters View Housing Development. 3. Upon approval of HUD, the Acting Executive Director is authorized to execute the DDA and the Ground Leases. 4. The Executive Director is hereby authorized to negotiate the terms of additional agreements and documents with respect to the Phase II Development, which will be subject to the further approval of the Board of Commissioners. 5. This Resolution shall take effect immediately. 13

14 APPROVED AS TO FORM AND LEGALITY: REVIEWED BY: Dianne Jackson McLean, Esq. Goldfarb & Lipman, LLP Special Legal Counsel to Authority Date: Barbara Smith, Acting Executive Director Date: 14

15 ATTACHMENT II 15

16 16

17 ATTACHMENT III 17

18 Summary of Financing for Phase II Sources Phase IIA (1) Residential rental units Sources Residential OCII Sources $18,297,533 MOHCD Sources $1,439,710 State HCD MHP $10,000,000 Equity Contributions $28,740,794 Total Perm Sources $58,478,037 Sources Phase II Infrastructure Phase II Sources Total Phase IIA Phase IIB OCII Sources $3,477,687 $3,477,687 MOHCD Sources $6,507,234 $465,346 $6,041,888 Streets Bonds $4,916,501 $4,916,501 Prop AA Funds $1,848,341 $1,141,599 $706,742 SFHA RHF $211,610 $211,610 State HCD Infill $8,088,380 $8,088,380 Total Perm Sources $25,049,753 $18,301,123 $6,748,630 18

19 AGENDA SAN FRANCISCO HOUSING AUTHORITY BOARD OF COMMISSIONERS Agenda Category: Agenda Title: Action Item Ombudsman and Communications Resolution approving and authorizing the Acting Executive Director to amend the contract with Goldfarb Lipman LLP to expend up to an additional three hundred thousand dollars to Goldfarb & Lipman, LLP To provide General Counsel and Real Estate Legal Counsel on an as-needed, task assignment basis. Presented By: Linda Martin-Mason, Ombudsman SUMMARY: The San Francisco Housing Authority ( SFHA or "Authority") uses outside professional legal services for various issues related to housing development, modernization, operations, disposition of property, relocation, tax credit partnerships and affiliate housing corporations as well as general day-to-day general counsel services. In 2011, Goldfarb & Lipman, LLP, a highly-experienced California Law Firm, which provides counsel to more than twenty (20) public housing authorities on construction and real estate related issues, was selected as the most qualified firm for real estate legal services by the competitive proposal method in the form of a Request for Proposal. The Authority has maximized its current contract amount with Goldfarb & Lipman, LLP. However, the SFHA continues to require real estate legal counsel as well as development and general counsel services. Thus, the Authority is requesting a six (6) month extension to the existing contract. The Authority is in the middle of several complicated projects without in-house legal representation. An agency this large requires legal resources. The Authority has identified $300,000 to be expended from both the capital fund program and the operating budget to fund counsel. Counsel has been satisfactorily providing services in accordance with the terms and conditions set forth under Contract No [Continued on Page 2] Attachments: Resolution A copy of any attached documents is available at the clerk s desk. DEPARTMENT S REQUESTED ACTION: Staff recommends adoption of this Resolution ACTING EXECUTIVE DIRECTOR S RECOMMENDATION: I concur with staff recommendation Agenda Item No.: 2 Date: December 19,

20 G & L Contract Extension December 19, 2013 Page 2 of 2 The $300,000 will provide legal services to the Authority for the next six (6) months. Approximately $114,000 will be used specifically for general counsel services. This amount will come from the Authority s operating budget. It is estimated that work related to Hunter s View will cost the agency $50,000 while legal work related to Alice Griffith will cost up to $90,000 because Alice Griffith is now beginning development. These funds are available from the Capital Fund Program. An additional $46,000 is being requested from the Capital Fund Program to pay for other HOPE SF related cost that may arise within the six (6) month time frame. 20

21 ATTACHMENT I Resolution 21

22 RESOLUTION NO: ADOPTED: December 17, 2013 RESOLUTION APPROVING AND AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO AMEND THE CONTRACT WITH GOLDFARB LIPMAN LLP TO EXPEND UP TO AN ADDITIONAL THREE HUNDRED THOUSAND DOLLARS TO GOLDFARB & LIPMAN, LLP TO PROVIDE GENERAL COUNSEL AND REAL ESTATE LEGAL COUNSEL WORK ON AN AS-NEEDED, TASK ASSIGNMENT BASIS WHEREAS, the San Francisco Housing Authority ( Authority ) requires real estate, development legal counsel and general counsel services and real estate legal counsel work on an as-needed task assignment basis; WHEREAS, Goldfarb & Lipman, LLP, a highly-experienced California Law Firm which provides counsel to more than twenty (20) public housing authorities, was selected as the most qualified firm for this work by the competitive proposal method in the form of a Request for Proposal; WHEREAS, the procurement process for this contract meets the procurement standards of 24 CFR Procurement, HUD Handbook REV 1 Procurement Handbook for Public Housing and Indian Housing Authorities, the SFHA Procurement Policy Manual and the State of California and local laws; WHEREAS, the Authority requires general counsel, development and real estate legal services for Hunters View, Alice Griffith, Potrero Terrace/Annex, Sunnydale and Westside Courts HOPE SF transactions as well as for Energy Savings Companies ( ESCO ), Capital Fund Financing Program ( CFFP ) and planned leveraged financing at other public housing sites; WHEREAS, the Authority is requesting a six (6) month extension to the existing contract; WHEREAS, $114,000 for General Counsel Services is available in the operating budget; WHEREAS, $186,000 is available from the Capital Fund Program; 22

23 NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO THAT: 1. The above recitals are true and correct, and together with the staff report, form the basis for the Commission s actions as set forth in the Resolution; 2. The Acting Executive Director is hereby authorized to expend an additional $300,000 to continue to provide general counsel and real estate legal services on an as-needed, task assignment basis; 3. This resolution shall take effect immediately. APPROVED AS TO FORM AND LEGALITY: REVIEWED BY: Dianne Jackson McLean, Goldfarb & Lipman LLP, Special Legal Counsel Barbara T. Smith, Acting Executive Director Date: Date: 23

24 Adjournment 24