SPECIA. housing residents. June 6, :00 pm. City Hall Room 400 (415) Barbara T. Smith

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1 SAN FRANCISCO HOUSING AUTHORITY Phil Arnold, Chairman Jaci Fong, Committee Member Patricia Thomas, Committee Member DEVELOPMENT AND FINANCE COMMITTEE SPECIA AL MEETING AGENDA June 6, :00 pm City Hall 1. Dr. Goodlett Place Room 400 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 housing for low income householdss and integrate economic 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 Phil Arnold, Chairmann Jaci Fong, Committee Member Patricia Thomas, Committee Member Barbara T. Smith, Acting Executive Director City Hall 1. Dr. Goodlett Place Room 400 San Francisco, California DEVELOPMENT AND FINANCE COMMITTEEE SPECIAL MEETING NOTICE Friday, June 6, : :00 p.m. 1. Disability Access: 1815 Egbert Avenue is accessible to persons using wheelchairs and others with disabilities. Assistive listening devices are available upon request. Agendas are available in large print. Materials in alternative formats and/or American Sign Language interpreters will be made available upon request. Please make your request for alternative format or other accommodations to the Department of Government Affairs and Policy (415) (V); (415) ( TTDY ) at least 72 hours prior to the meeting to help ensure availability. 2. 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 Development and Finance Committee 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 California 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. 4. The use of electronic sound-producing devices at/during public meetingss is prohibited. Please be advised that the meeting Chairman may remove any person(s) responsible for the ringing or use of cell phones, pagers and similar sound-producing electronic devices from the meeting room. 5. Requests for public comment may be heard on items that require action. speakers at Committee meetings are requested, but not required, to identify themselves and fill out cards placed on the table at the entrance door. The public may address the Committee for up to two minutes or four minutes for speakers who require an interpreter, or unless otherwise approved by the Committee. The Committee may limit the total testimony to 30 minutes. A speaker may not yield his orr her time to another speaker. Committee procedures, do not allow for dialogue between the Committee and the public. The Committee 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. Development Items a. Action Items: Committee recommendation to the Board of Commissioners 1. [RESOLUTION AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT TO CONTRACT # A WITH K2A ARCHITECTURE TO PROVIDE ARCHITECTURAL CONSULTANT SERVICES ON AN AS-NEEDED, TASK ASSIGNMENT BASIS FOR AN AMOUNT NOT-TO-EXCEED $215,000 AND FOR A TOTAL AMOUNT OF $365,000.00] 2. [RESOLUTION AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO ENTER INTO A CONTRACT WITH HOI S CONSTRUCTION FOR THE GRADING AND DRAINAGE IMPROVEMENT PROJECT AT WESTBROOK APARTMENTS HOUSING DEVELOPMENT FOR THE AMOUNT OF $93,000.00] 3. [RESOLUTION APPROVING (I) THE LOT 5 OF PHASE IIB GROUND LEASE BETWEEN THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO AND HV PARTNERS BLOCK 10, LP (THE DEVELOPER ) FOR LOT 5 OF PHASE IIB OF THE HUNTERS VIEW PROJECT-RENTAL HOUSING, AND (II) THE ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN HUNTERS VIEW ASSOCIATES, LP AND THE DEVELOPER OF CERTAIN DOCUMENTS RELATED TO LOT 5 OF PHASE IIB OF THE HUNTERS VIEW PROJECT- RENTAL HOUSING; AND AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO EXECUTE SUCH GROUND LEASE AND ASSIGNMENT AGREEMENT] 4. Finance Items: a. Budget Update Presented by Velma Navarro, Deputy Executive Director/Chief Operating Officer 5. Adjournment 1) Analysis of Central Office Cost Center ( COCC ) fee for service and staff recommendation to adjust fee rates for

4 STAFF REPORT SAN FRANCISCO HOUSING AUTHORITY BOARD OF COMMISSIONERS Agenda Category: Agenda Title: Presented By: Action Item Development and Finance Committee's Recommendation to Board of Commissioners Board of Commissioners Resolution Authorizing the Acting Executive Director to Execute an Amendment to Contract # A with K2A Architecture to Provide Architectural Consultant Services on an As-Needed, Task Assignment Basis for an Amount Not-to- Exceed $215,000 and for a Total Amount of $365,000. Andrew Passell Project Manager, Housing Development & Modernization Department SUMMARY: The purpose of this presentation is to request the Development and Finance Committee's recommendation of approval to the Board of Commissioners of the Housing Authority of the City and County of San Francisco ("Board") of the Resolution authorizing the Acting Executive Director to execute an amendment to Contract # A ("Contract Amendment") with K2A Architecture + Interiors ("K2A" or "Consultant") to provide Architectural Consultant services for an amount of not-to-exceed $215,000 and for total amount of $365,000. Increasing this contract will provide the San Francisco Housing Authority (the Authority) with services required in order to proceed with the modernization of elevators at five priority sites: 320/330 Clementina; 1251 Turk; 430 Turk; 1880 Pine; and 838 Pacific. [Continued on Page 2] A copy of any attached documents is available at the clerk s desk. DEPARTMENT S REQUESTED ACTION: Staff requests recommendation of this Resolution ACTING EXECUTIVE DIRECTOR S RECOMMENDATION: I concur with staff recommendation Action Item No.: 1 Date: June 6,

5 June 6, 2014 Page 2 CURRENT SITUATION The Authority received from the City and County of San Francisco (City) $5,396,000 as an unsecured loan for emergency elevator modernization and repairs at certain Authority's properties. The City has recognized that the elevators at these properties are in urgent need of major improvements. The loaned amount includes an estimated 10% of the funds to be allocated towards Architects and Engineers (A&E) soft costs. The current state of the elevators at the sites needs to be addressed as soon as possible. The work needs to be completed at the Phase I properties being assisted under the Rental Assistance Demonstration ("RAD") program (1880 Pine and 430 Turk) before the transfer of the properties to private ownership scheduled for June The specialized nature of elevator equipment requires careful planning and long lead times for the manufacture and delivery of new components. SFHA Elevator Modernization Needs Considering 1) the pending RAD rehabs; 2) scarcity of funds; and 3) the urgent needs at many of the sites, the Mayor s Office of Housing and Community Development ( MOHCD ) has recommended commencing modernization at five (5) of the most critical sites, as follows: o 1880 Pine $ 600,000 RAD Phase I o 320/330 Clementina $ 1,200,000 RAD Phase II o 430 Turk $ 600,000 RAD Phase I o Rosa Parks (1251 Turk) $ 900,000 RAD Phase II o Ping Yuen North (838 Pacific) $ 900,000 RAD Phase II Subtotal: $4,200,000 The additional soft costs are estimated as 10% of this budget number, or $420,000. Modernization Schedule The schedule for modernizing the high priority elevators is summarized below. The Notice to Proceed to the Architectural/ Elevator Consultant was issued May 1 st, 2014, with the expectation of completing modernizing all nine sites by October Issued Notice to Proceed to Architectural/ Elevator Consultants on May 1st, This phase is covered by funds available in the existing contract with K2A. A resolution authorizing an amendment to the contract to add funds to cover the other phases will be presented for approval at the June 12 Commission Meeting. 5

6 June 6, 2014 Page 3 Specifications from consultants: 6 weeks, ready by mid-june Prepare Invitation for Bids by end of June. Bidding: 4 weeks. Contract Award: 3 weeks. Shop Drawings: 4 weeks. Construction- lead time for parts: 20 weeks. On site construction: 10 weeks for each elevator. These sites have multiple elevators so only one car will be out of service at a time. OBJECTIVE This Contract Amendment will allow the Authority to proceed with the modernization of the elevators at five sites by engaging the design professionals for the necessary services. The services may include: Review of existing drawings and reports to evaluate existing equipment and conditions. Site visits to verify existing equipment and conditions. Preparation of specifications for new elevator equipment, including associated fire alarm or electrical work that may be triggered by the elevator modernization. Cost estimates for the construction work. Value engineering and deductive alternates to reduce the cost as needed to stay within the budget. Assistance with responses to RFIs (Request for Information) during bidding, to clarify the intent and scope of the projects. Review of submittals and shop drawings prepared by the Contractor(s). Field observation and site meetings during construction. Punch list upon the substantial completion of the work. PROCUREMENT The Procurement of Contract No A was approved by Resolution # on April 12, Amending the contract will save the two additional months that would be needed to do a new procurement and will allow the SFHA to keep the tight schedule described under the Modernization Schedule as described above. The proposed additional works is within the scope of work of the original Contract No A as required by Authority's Section 5.8 of the Authority s Procurement Policy and Section 11.4 of HUD Handbook REV 2, Procurement Handbook for Public Housing Agencies and Indian Housing Authorities. 6

7 June 6, 2014 Page 4 The Consultant has been satisfactorily providing services in accordance with the terms and conditions set forth under Contract No A, and is proposing to provide these services at the same rates approved in the original contract in April The total proposed fees as described under Objective section of this Report is total $283,200, or 6.7% of the $4,200,000 budget construction cost ANTICIPATED OUTCOMES If this Contract Amendment is approved the anticipated outcomes are: The elevator modernization will proceed according to the schedule presented to the Board of Commissioners and discussed with MOHCD. The Authority will obtain comprehensive construction specifications for public bidding within an agreed not-to-exceed estimated fee and timeframe. The Authority will have professional assistance during design, bidding and construction of the elevator modernization. WHO BENEFITS The Authority will have more reliable, better performing elevators. The Authority will get capital improvements to the elevator equipment at these sites that will provide long term benefits. BUDGET CONSIDERATIONS Funding for this proposed contract amendment will come from the loan from the City for the repairs and modernization of the elevators. This service is included in the soft costs anticipated as part of the elevator repair/modernization budget as recommended by MOHCD. The proposed cost of these services is below the percentage of the total project cost estimated for soft costs. 7

8 STAFF REPORT SAN FRANCISCO HOUSING AUTHORITY BOARD OF COMMISSIONERS Agenda Category: Agenda Title: Presented By: Action Item Development and Finance Committee's Recommendation to Board of Commissioners AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO ENTER INTO A CONTRACT WITH HOI S CONSTRUCTION FOR THE GRADING AND DRAINAGE IMPROVEMENT PROJECT AT WESTBROOK APARTMENTS HOUSING DEVELOPMENT FOR THE AMOUNT OF $93, Simon Chu Project Manager, Housing Development & Modernization Department SUMMARY: The Westbrook Apartments Housing Development was built in This Development has two hundred twenty-six apartments situated on Innes, Southridge, Kiska and Dormitory Streets. There are thirty-one two story wood frame stucco residential buildings, a one story maintenance office building and one story warehouse building. Current Condition Due to soil erosion, the perimeter fences are pushed and begin to lean toward private properties backyards. Mr. Alex Lantsberg, property owner of 991 Innes Avenue, reached out to the Authority regarding a steady slide of a hill side from the Westbrook Development into his back yard. Currently, there are layers of chain link and wooded fences side by side along the property line separating Westbrook s Apartments and its neighbors along Innes Avenues. [Continued on Page 2] Attachment 1: Resolution A copy of any attached documents is available at the clerk s desk. DEPARTMENT S REQUESTED ACTION: Staff requests recommendation of this Resolution ACTING EXECUTIVE DIRECTOR S RECOMMENDATION: I concur with staff recommendation Action Item No. 2 Date: June 6,

9 June 26, 2014 Page 2 Location of tilted chain link fence is pointed by the red arrow. Tiled fence on Westbrook side. Backyard of 991 Innes Avenue. 9

10 Mr. Lantsberg is planning to renovate his backyard and most importantly to repair his tilted wooden fence which post a hazardous condition to his children and his pets. Before he embarks on his project, the hillside must be stabilized first. The Authority has held consultation meetings regarding the project with property owners at Innes Avenue. They are well informed of the project s scope of work. Proposed Improvements The grading and drainage project as designed by KCA Civil Engineers, Inc. will have the following elements. 1. Demolition of the existing wooden fence, 2. Re-grading of the Westbrook hillside near the Innes Avenue property line such as that surface storm water runoff will be channel into a catch basin by a concrete ditch and will then be drained to city sewer by underground piping. 3. Rebuilding of the post & timber retaining wall along the property line. 4. Existing chain link fence will be salvaged and re-installed once the retaining wall is rebuilt. Procurement Process Housing Development and Modernization Department developed the Invitation for Bids documents, based on master procurement documents furnished by Procurement and Construction Documents (drawings and technical specifications) furnished by the Authority s civil engineering consultant. The Authority issued Solicitation No QTE-0014 on April 4, 2014, following review and approval of the solicitation by the Procurement Department. The procurement process for the action covered by this resolution meets the procurement standards of 24 CFR Procurement, HUD Handbook REV 2, Procurement Handbook for Public Housing Agencies and Indian Housing Authorities, the San Francisco Housing Authority Procurement Policy Manual, and the State of California, and local laws. The following contractors are invited to submit their quotes for the project: Arthulia Inc. Transworld Construction Hoi s Construction Avalon Construction Trinet Construction G, Bortolotto & Company, Inc JMV Construction FDC Construction The submittal documents were reviewed by HD&MOD and were forwarded to Procurement for review and approval to prepare this resolution. Four quotes are received and they are as follows: 10

11 RESPONSIVE QUOTE PROPOSALS Bidder Bid Proposal 25% Resident Hiring Total MBE/WBE Number of subcontractor and suppliers Subcontractor MBW/WBE Arthulia Inc. (AI) $ 130, Yes 100% 1 100% Avalon Construction Company (ACC) $ 103, Yes 77% 3 0% Hoi s Construction (HOI) $ 93, Yes 73% 1 0% Transworld Construction (TW) $ 125, Yes 44% 3 28% Per HUD-5369 Instructions to Bidders, the contract award is based on the lowest, responsive, and responsible bidder. Based on the above, the lowest, responsive, and responsible bidder is Hoi s Construction (HOI). HOI s quote is $15,447 lower than the construction cost estimate developed by the Authority s consultant. Their bid is considered fair and reasonable. HOI has reviewed their quote and informed Procurement that they stood by their quote. HOI has done similar work for in the city and their work is confirmed to be in good quality. A debarment check was made with the California Department of Industrial Relationship and California State license Board. Additional and HOI is not debarred from Federal Procurement and Non-Procurement work. HOI will provide a two-year guarantee for materials and workmanship in compliance with the authority standards. Resident Hiring: HOI is pursuing one (1) new labor/apprentice position to meet resident hiring contract requirements. AC has initiate contact with SFHA for resident hiring referrals. LBE/MBE/WBE: HOI is a MBE/WBE firm and has contracted 27 percent of the work to non MBE/WME firm. Therefore, the total MBE/WBE participation is 73 percent. Budget Consideration: The Grading and Drainage Improvement project is financed from 2013 Capital Fund budget. 11

12 ATTACHMENT I 12

13 RESOLUTION NO: ADOPTED: RESOLUTION AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO ENTER INTO A CONTRACT WITH HOI S CONSTRUCTION INC. FOR THE GRADING AND DRAINAGE IMPROVEMENT PROJECT AT WESTBROOK APARTMENTS HOUSING DEVELOPMENT FOR THE AMOUNT OF $93, WHEREAS, The San Francisco Housing Authority ( the Authority ) publicly advertised Solicitation No QTE-0014 for the Grading and Drainage Improvement Project at CAL 1-9 Westbrook Apartments Housing Development; and WHEREAS, HOI s Construction Company submitted the lowest responsive and responsible bid of $93, for the Grading and Drainage Improvement Project at Westbrook Apartment Housing Development; and WHEREAS, this service is necessary to improve site drainage and to stop soil erosion into neighboring properties; and WHEREAS, funding is available through the 2013 Capital Fund; and WHEREAS, the procurement process for those actions covered by this resolution meet the procurement standards of 24 CFR Procurement, HUD Handbook REV 2, Procurement Handbook for Public Housing Agencies and Indian Housing Authorities, the San Francisco Housing Authority Procurement Policy Manual and State of California and local laws; and WHEREAS, all additional relevant documents submitted by the low bidder have been reviewed and found to be in order; and WHEREAS, Hoi s Construction Inc. will meet the Resident Hiring Requirements. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO THAT: 1. The Commission authorizes the Acting Executive Director to enter into a contract with Hoi s Construction Inc. for the Grading and Drainage Improvement Project at Westbrook Apartments Housing Development for the amount of $93, This resolution shall take effect immediately. APPROVED AS TO FORM AND LEGALITY: General Counsel Date: REVIEWED BY: Barbara T. Smith, Acting Executive Director Date: 13

14 STAFF REPORT SAN FRANCISCO HOUSING AUTHORITY BOARD OF COMMISSIONERS Agenda Category: Agenda Title: Presented By: Action Item Housing Development and Modernization Department Resolution Approving (i) Lot 5 of Phase IIB Ground Lease between the Housing Authority of the City and County of San Francisco and HV Partners Block 10, LP (the "Developer") for the Lot of Phase IIB of the Hunters View Project-Rental Housing, and (ii) the Assignment and Assumption Agreement between the Hunters View, L.P. and the Developer of Certain Documents related to the Lot 5 of Phase IIB of the Hunters View Project- Rental Housing; and Authorizing the Acting Executive Director to executed such Ground Lease and Assignment. Alicia Sisca, Director, Housing Development and Modernization Department SUMMARY: HV Partners Block 10, LP, a California limited partner (the "Developer") and an affiliate of Hunters View, L.P., a California limited partnership and Master Developer of the Hunters View Revitalization Development, is requesting the approval of the proposed ground lease to lease a portion of property in the Phase IIB site, known as Lot 5 (Block 10); to develop and construct seventy two (72) affordable multifamily rental housing (the "Block 10 Development"). The Block 10 Development will provide replacement housing for the former housing units which were demolished as part of the Hunters View Revitalization Development. The proposed development will include fifty-four (54) public housing replacements units, including eighteen (18) Project Based Section 8 Voucher replacement units and thirty six (36) RAD assisted replacement units. [Continued on Page 2] Attachments: Attachment I-Resolution Attachment II- Site Map Attachment III- Assignment Agreement and Ground Lease 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 Action Item No.: 3 Date: June 6,

15 On December 19, 2013, the Board of Commissioners of the Housing Authority of the City and County of San Francisco (the "Board") approved the Disposition and Development Agreement of the Hunters View Development for Phase IIA(1), Phase IIA(2) and Phase IIB (the "DDA"), the Ground Lease for Phase IIA(1), the Ground Lease for Phase IIA(2) and the Ground Lease for Phase IIB (collectively, the "Phase II Development Documents"). Phase II is part of the Hunters View Development. The Hunter View Development is being constructed in three phases, and consist of 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 to be developed. Phase II in divided into several sub-phases. Phase IIA(1) will consist of the construction and development of 107 multi-family housing units, including 80 public housing replacement units. 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. Phase IIB will ultimately consist of 270 housing units, including both rental and ownership units, as well as affordable and market rate units. The proposed Ground Lease for Lot 5 (Block 10) of Phase IIB will provide seventy two (72) replacement housing units, community space and a central property management office. The Ground Lease for Phase IIB contemplated the possibility of replacement units being constructed on Lot 5. The Developer will make certain lease payments to the Authority in the amount as provided in the Ground Lease. The Authority, on behalf of the Developer, has applied to the Rental Assistance Demonstration ("RAD") program to convert thirty-six (36) of the proposed units from public housing units to RAD assisted units. In addition, the Developer applied to the Authority to receive eighteen (18) project-based Section 8 Vouchers. The remaining units will be designated as low-income housing tax credits units and will be targeted at very low income households. The total units mix will be forty (40) one-bedrooms, thirty two (32)- three bedrooms. The proposed Ground Lease and Assignment Agreement are being presented for approval to the Board, at the request of the Developer, so that the Developer can demonstrate site control, which is necessary to apply for certain financing. The Ground Lease and Assignment Agreement must also be approved by HUD. 15

16 Attachment I-Resolution 16

17 RESOLUTION NO: ADOPTED: RESOLUTION APPROVING (I) THE LOT 5 OF PHASE II GROUND LEASE BETWEEN THE HOUSING AUTHORITY OF THE CITY AND COUNTY OF SAN FRANCISCO AND H PARTNERS BLOCK 10, LP (THE DEVELOPER ) FOR LOT 5 OF PHASE II OF THE HUNTERS VIEW PROJECT- RENTAL HOUSING, AND (II) THE ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN HUNTERS VIEW ASSOCIATES, LP AND THE DEVELOPER OF CERTAIN DOCUMENTS RELATED TO LOT 5 OF PHASE II OF THE HUNTERS VIEW PROJECT- RENTAL HOUSING; AND AUTHORIZING THE ACTING EXECUTIVE DIRECTOR TO EXECUTE SUCH GROUND LEASE AND ASSIGNMENT AGREEMENT WHEREAS, on December 19, 2013, the Board of Commissioners of the Housing Authority of the City and County of San Francisco (the "Board" or "Authority") approved that certain Disposition and Development Agreement for the Hunters View Project for Phase III(1), Phase III(2) and Phase II (the "DDA"), the Ground Lease for Phase III(1), the Ground Lease for Phase III(2) and the Ground Lease for Phase II (collectively, the "Phase II Development Documents"), in connection with the Hunters View Revitalization Development (the "Development"). The Development will be constructed in three phases and consist of 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 to be developed; and WHEREAS, Phase I of the Development is substantially completed, and the Hunters View Associates, L.P., a California Limited Partnership (the "Master Developer") is now commencing the construction of Phase II; and WHEREAS, the Master Developer is an affiliate of Hunters Points Affordable Housing, Inc., The John Stewart Company, and Devine & Gong, the original development team, selected by the Authority on August 11, 2005 to develop the Development; and WHEREAS, the Phase II Development would be developed by the Master Developer or an affiliate of the Master Developer; WHEREAS, the Master Developer desires to assign certain of its obligations under the DDA to an affiliate of the Master Developer, H Partners Block 10, L.P., a California limited partnership (the "Developer"), and WHEREAS, the Developer desires to enter into a long term ground lease with the Authority on a portion of the Phase II B Ground Lease site, known as Lot 5 (Block 10), in order to develop and construct seventy-two (72) units of affordable rental units (the "Block 10 Development"). The Block 10 17

18 Development will include fifty-four (54) public housing replacements units, which will be assisted with funding from the United States Department of Housing and Urban Development ("HUD"), under the Rental Assistance Demonstration ("RAD") program, and the Project Based Section 8 Voucher Program; and WHEREAS, the Authority is willing to consent to the assignment of the Master Developer's obligations under the DDA to the Developer, pursuant to the terms of the Assignment and Assumption Agreement, in substantially the form attached to this Resolution as Attachment III (the "Assignment Agreement"); and WHEREAS, Authority is willing to enter into a ground lease for Lot 5 for the Block 10 Development, pursuant to the terms and conditions of the Ground Lease- Lot 5 of Phase II, in substantially the form attached hereto as Attachment III (the "Lot 5 Ground Lease"). 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 are true and correct, and together with the staff report, form the basis for the Board of Commissioners' actions as set forth in this Resolution; 2. The Assignment Agreement and Lot 5 Ground Lease are hereby approved in substantially form. 3. The Acting Executive Director is hereby authorized to make non-substantive changes as she deems necessary, and to execute the Lot 5 Ground Lease and Assignment Agreement. 4. This Resolution shall take effect immediately. APPROVED AS TO FORM AND LEGALITY: Dianne Jackson McLean, Esq. Goldfarb & Lipman LLP, Special Legal Counsel Date: REVIEWED BY: Barbara T. Smith, Acting Executive Director Date: 18

19 Attachment II- Site Map 19

20 20

21 Attachment III- Assignment Agreement and Ground Lease 21

22 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment ), is made and entered into as of, 2014 (the Effective Date ), by and between HUNTERS VIEW ASSOCIATES, L.P., a California limited partnership ( Assignor ), and HV PARTNERS BLOCK 10, LP, a California limited partnership ( Assignee ). RECITALS A. WHEREAS, the Housing Authority of the City and County of San Francisco, a public body corporate and politic ( SFHA ) selected Assignor to be the master developer for the redevelopment of the Hunters View project in San Francisco, California, which involves the demolition and replacement of 267 units of public housing and the development of up to 533 mixed income units, including for sale housing (the Project ); B. WHEREAS, SFHA and Assignor have entered into various agreements, including those listed in the attached Exhibit 1 (the Agreements ) in connection with the proposed development of the Project; C. WHEREAS, in connection with the development of replacement public housing units and other affordable rental units in Lot 5 in Phase IIB of the proposed Project, Assignor has formed Assignee to be the developer of those affordable units, D. WHEREAS, Assignor has requested SFHA s consent to Assignor s desire to assign all of its rights, interests, and obligations under the Agreements with respect to Lot 5 in Phase IIB of the Project to Assignee and that Assignee assume all of Assignor s obligations under the Agreements with respect to Lot 5 in Phase IIB of the Project; E. WHEREAS, Assignor desires to assign all of its rights, interests and obligations under the Agreements with respect to Lot 5 in Phase IIB of the Project, and Assignee desires to accept the assignment thereof, on the terms and conditions contained herein. AGREEMENT NOW, THEREFORE, in consideration of the Recitals, the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment. As of the Effective Date, Assignor hereby assigns to Assignee all of its rights and obligations under the Agreements with respect to Lot 5 in Phase IIB of the Project. 2. Assumption. As of the Effective Date, Assignee hereby assumes all of Assignor's obligations under the Agreements with respect to Lot 5 in Phase IIB of the Project and agrees that it shall be bound by the terms 22

23 and provisions of the Agreements as if Assignee had executed the same in place of Assignor. Assignee agrees to indemnify, protect, defend, and hold Assignor harmless from and against any and all claims, damages, losses, costs and expenses (including reasonable attorney s fees) arising out of, in connection with or relating to, Assignor s obligations under the Agreements, and originating after the Effective Date. 3. Successors and Assigns. This Assignment shall be binding on and inure to the benefits of the parties hereto and their respective successors and assigns, subject to any applicable approval by the United States Department of Housing and Urban Development. 4. Consent of SFHA. SFHA hereby consents to the assignment of the Agreements by Assignor to Assignee as set forth in this Assignment. 5. Notices, Demands, Communications. Formal notices, demands, and communications among the parties shall not be deemed given unless dispatched by certified mail, return receipt requested, or express delivery service with a delivery receipt, or personal delivery with a delivery receipt, to the parties' principal offices as follows: Assignor: Assignee: Hunters View Associates, L.P. c/o John Stewart Company 1388 Sutter Street, 11th Floor San Francisco, CA Attn: President HV Partners Block 10, LP c/o JSCo Hunters View Block 10 LLC 1388 Sutter Street, 11th Floor San Francisco, CA Attn: President SFHA: Housing Authority of the City and County of San Francisco 1815 Egbert Avenue San Francisco, CA Attn: Barbara T. Smith, Acting Executive Director 23

24 Such written notices, demands, and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate as provided in this Section. Receipt shall be deemed to have occurred on the date marked on a written receipt for delivery, refusal of delivery or the date the notice was returned as undeliverable. 6. Section Titles. Any titles of the sections or subsections of this Assignment are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Assignment s provisions. 7. Governing Law. This Assignment shall be interpreted under and pursuant to the laws of the State of California. 8. Severability. If any term of this Assignment is held in a final disposition by a court of competent jurisdiction to be invalid, then the remaining terms shall continue in full force unless the rights and obligations of the parties have been materially altered by such holding of invalidity, in which event the parties shall modify this Assignment to remedy such holding of invalidity. 9. Attorneys' Fees. If any legal action is commenced to interpret or to enforce the terms of this Assignment or to collect damages as a result of any breach of this Assignment, then the party or parties prevailing in any such action shall be entitled to recover against the non prevailing party or parties all reasonable attorneys' fees and costs incurred in such action. 10. Amendment; Modification. This Assignment shall not be modified or amended except by written instrument executed by and among the Assignor, Assignee, and SFHA. 11. Counterparts. This Assignment may be executed in any number of counterparts, provided each of the parties hereto executes at least one counterpart; each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. [Remainder of page intentionally blank.] [Signatures on following pages.] 24

25 IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written. ASSIGNOR: HUNTERS VIEW ASSOCIATES, L.P., a California limited partnership By: JOHN STEWART COMPANY, a California corporation, its Managing General Partner By: Jack D. Gardner President ASSIGNEE: HV PARTNERS BLOCK 10, LP, a California limited partnership By: HUNTERS POINT AFFORDABLE HOUSING, INC., a California nonprofit public benefit corporation, its Managing General Partner By: Larry B. Hollingsworth President By: HUNTERS POINT AFFORDABLE HOUSING, INC., a California nonprofit public benefit corporation, its Co-General Partner By: Larry B. Hollingsworth President By: DEVINE & GONG, INC., a California corporation, its Co-General Partner By: Richard J. Devine President By: JSCo HUNTERS VIEW BLOCK 10 LLC, a California limited liability company, its Co-General Partner By: John Stewart Company, a California corporation, its Managing Member By: Jack D. Gardner President By: DEVINE & GONG, INC., a California corporation, its Co-General Partner By: Richard J. Devine President [Signatures continue on following page.] 25

26 SFHA: HOUSING AUTHORITY OF CITY AND COUNTY OF SAN FRANCISCO, a public body corporate and politic By: Barbara T. Smith, Acting Executive Director APPROVAL AS TO FORM AND LEGALITY Dianne Jackson McLean, Esq. Goldfarb & Lipman LLP, Special Counsel to Authority Dated: 26

27 EXHIBIT 1 TO ASSIGNMENT AGREEMENT 1. That certain Disposition and Development Agreement for Phase II of the Hunters View Housing Development (Phase IIA(1), Phase IIA(2) and Phase IIB), dated December 19, 2013, by and between Assignor and SFHA (the DDA ); 2. That certain License and Preconstruction Services Agreement for the Hunters View Phase II Housing Development dated September 12, 2013 by and between Assignor and SFHA (the "License Agreement") 27

28 ADJOURNMENT 28