TRANSMITTAL. Date: To: THE COUNCIL JUL From: THE MAYOR TRANSMITTED FOR YOUR CONSIDERATION. PLEASE SEE ATTACHED. ~~ ANTONIO & Mayor

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1 TRANSMITTAL To: From: Date: THE COUNCIL JUL THE MAYOR TRANSMITTED FOR YOUR CONSIDERATION. PLEASE SEE ATTACHED. ~v ~~ ANTONIO & Mayor s!

2 Antonio R. Vlllaralgosa. Mayor Mercedes M. Marquez. Interim General Manager 1200 West 7th Streel Bth Floor, los Angeles, CA tel fax lahd.lacity.org The Honorable Antonio R. Villaraigosa Mayor, City of Los Angeles 200 North Spring Street, Room 303 Los Angeles, CA July 17, 2012 Attention: Mandy Morales, Legislative Coordinator Council File: Council District: Contact Persons: Yaneli Ruiz Timothy Elliott Helmi Hisserich New 1,6,7,8,14 (213) (213) (213) TRANSMITTAL: REQUEST THAT THE MAYOR AND CITY COUNCIL ADOPT THE ATTACHED TEFRA RESOLUTIONS AND TEFRA MINUTES FOR THE PARCEL M GRAND A VENUE APARTMENTS, FREEMAN VILLA APARTMENTS, E. VICTOR VILLA APARTMENTS AND SEVEN PALMS PROJECTS. SUMMARY The General Manager of the Los Angeles Housing Department (LAHD) respectfully requests Mayor and City Council to adopt the attached Resolutions and Minutes of the public hearings held on June 11, 2012, June 22, 2012 and July 3, 2012 pursuant to the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), for the above mentioned projects. This is in compliance with regulations of the California Debt Limit Allocation Committee (CDLAC) in which all applications for a bond allocation are subject to a TEFRA public hearing process, which must be completed by their local jurisdictions at least 30 days before the next CDLAC allocation meeting date at which time the applications will be considered. For the aforementioned projects, the following deadlines apply: Deadlines: CDLAC Application Due Proof of TEFRA Hearing CD LAC Allocation Meeting July 27, 2012 August 27, 2012 September 26, 2012 An Equal Opportunity 1 Affirmative Action Employer

3 Honorable Antonio R. Villaraigosa Transmittal- Parcel M- Grand Ave., Freeman Villa, E. Victor Villa & Seven Palms Page2 LAHD conducted the required public hearings administratively for the above captioned projects on June 11, 2012, June 22, 2012 and July 3, To complete the process, Mayor and City Council must approve the Minutes of the hearings and the related Resolutions. RECOMMENDATIONS The LAHD General Manager respectfully requests the following: 1. That your office schedule this transmittal for consideration by the appropriate Committee(s) of the City Council at the next available meeting(s), and forwards it to the City Council for review and approval immediately thereafter. 2. That the City Council adopts the attached Resolutions and Minutes, as required pursuant to the Tax Equity and Fiscal Responsibility Act of That the Mayor concur with the action of the City CounciL BACKGROUND LAHD evidenced the official intent of the City of Los Angeles (the "City") to issue its taxexempt revenue bonds ("Bonds") for the following projects: ~ Pro}ec.t 'N~nne " " ~ -- ~ ~ -" "" " ~- 'ltiauceilleiifoaie... i.iuuceilieijt -- " - " " Parcel M- Grand Avenue Apartments May 30,2012 $132,013,644 Freeman Villa Apartments June 11,2012 $5,075,000 E. Victor Villa Apartments June 11,2012 $4,138,750 Seven Palms Apartments June 25, 2012 $8,625,000 The projects were induced pursuant to the authority granted to the LAHD General Manager by the City Council of the City of Los Angeles, by resolution of the City Council approved on April 20, 2005 (CF# ). Prior to the issuance of the bonds, LAHD shall submit for Mayoral and Council approval the final financial structure of the bonds for these projects Maximum Income Levels for Los Angeles County: (Per HOD notice, effective: 12/112011)

4 , Honorable Antonio R. Villaraigosa Transmittal- Parcel M- Grand Ave., Freeman Villa, E. Victor Villa & Seven Palms Page3 Parcel M- Grand Avenue Apartments The Project Sponsor and Developer is Related California Urban Housing, LLC comprised of Nicholas Real Estate Investments, LLC (NREI) and Related General IV, LP (RGIV). The Principals of NREI include: William A. Witte, President/Secretary, Frank Cardone, VP, and Steve D. Sherman, Treasurer. The Principals of RGIV include Stephen M. Ross, President, and Michael J. Brenner, Executive VP. The tax equity investor and bond purchaser are to be determined. Sponsor/Developer Principals Related California Urban Housing, LLC William A. Witte, President/Secretary, Frank Cardone, VP, and Steve D. Sherman, Treasurer The site is vacant land located at 225 South Grand Avenue, Los Angeles, CA in the 14th Council District. The proposed development entails the new construction of a multi-story structure to provide 271 housing units for singles, families, and seniors. The housing units will be located above the ground level floor. The ground level will be reserved for restaurant/retail use. The project is an 80/20 type where 216 units (80%) are reserved at fair market rate (FMR) rent levels and 55 units (20%) are reserved at affordable rent levels. The project amenities will include: a fitness center, pool, outdoor lawn space, technology center, theater, elevator service, stacked washer/dryer in each residential unit, and rooftop room for social events. A total of 279 on-site parking spaces will be available for the market rate units. Parking for the affordable units, retail tenants, and guest parking will be available in an underground facility across the street. The site is currently owned by the Community Redevelopment Agency of Los Angeles (CRA/LA). The site will be leased for 99 years to the Sponsor for development of the project. The Parcel M-Orand Avenue Project is Phase II of a master development to be known as the Grand A venue Project; Phase II is to take place ahead of Phase I. Units Mix: UNIT TYPE f4()%ami 50% AMI FMR Mgr. TOTAL Studio Bdr Bdr TOTAL LAHD induced the project on May 30, 2012 in the anticipated principal amount of $132,013,644 (the ''Obligations") the proceeds of which are to be used for the financing of the project. In addition to the tax-exempt bonds, the financing will be supplemented by 4% tax credit equity, CRA/LA loan funds, and a grant. Freeman Villa Apartments

5 Honorable Antonio R. Villaraigosa Transmittal- Parcel M- Grand Ave., Freeman Villa, E Victor Villa & Seven Palms Page4 The Project Sponsor is Freeman Villa Associates, L.P. (FVA). The Managing General Partner is Affordable Housing Solutions (AHS), a non-profit public benefit corporation. The Administrative General Partner is Omega Stone (OS), a California limited liability company. The Developer is Blackbriar Development, LLC (BD), a joint venture of the Treadstone Companies and the InterCoastal Group of Companies. The principals of AHS are Emmanuel DeFreitas, President, Board of Directors; and Anthony Ranieri, Vice-President, Board of Directors. The principal of OS is Courtney D. Allen, Sole Member. The principals of BD are Courtney D. Allen, Manager; Sheldon Berger, Member; and David Roberts, Member. Sponsor Developer Principals Freeman Villa Associates, L.P. Blackbriar Development, LLC Emmanuel DeFreitas, President, Board of Directors, Anthony Ranieri, Vice-President, Board of Directors, Wylie S. Allen, Secretary, Board of Directors, Bert Samuels, Member, Board of Directors, Courtney D. Allen, Sole Member, Sheldon Berger, Member, and David Roberts, Member. The subject site is located at 1229 South Westmoreland A venue, Los Angeles, CA in the 1st Council District. The proposed project will be the acquisition and rehabilitation of a 41-unit apartment complex that will provide affordable housing for seniors. The project has a current HUD Section 8 contract that is currently renewable on a yearly basis. The Sponsor is working with HUD to obtain a new 20-yr contract. Units Mix: UNIT TYPE 50% AMI 60%AMI TOTAL 0-Bdr Bdr TOTAL LARD induced the project on June 11, 2012 in the anticipated principal amount of $5,075,000 (the "Obligations") the proceeds of which are to be used for the financing of the project. In addition to the tax-exempt bonds, the financing will be supplemented by funds from property income during construction, seller financing, deferred developer fees and 4% tax credit equity. E. Victor Villa Apartments The Project Sponsor is Freeman Villa Associates, L.P. (FVA). The Managing General Partner is Affordable Housing Solutions (AHS), a non-profit public benefit corporation. The Administrative General Partner is Omega Stone (OS), a California limited liability company. The Developer is Blackbriar Development, LLC (BD),. a joint venture of the Treadstone Companies and the InterCoastal Group of Companies. The principals of AHS are Emmanuel DeFreitas, President, Board of Directors; and Anthony Ranieri, Vice-President, Board of

6 Honorable Antonio R. Villaraigosa Transmittal- Parcel M- Grand Ave., Freeman Villa, E. Victor Villa & Seven Palms PageS Directors. The principal of OS is Courtney D. Allen, Sole Member. The principals of BD are Courtney D. Allen, Manager; Sheldon Berger, Member; and David Roberts, Member. Sponsor Developer Principals Affordable Housing Solution Blackbriar Development, LLC Emmanuel DeFreitas, President, Board of Directors, Anthony Ranieri, Vice-President, Board of Directors, Wylie S. Allen, Secretary, Board of Directors, Bert Samuels, Member, Board of Directors, Courtney D. Allen, Sole Member, Sheldon Berger, Member, and David Roberts, Member. The subject site is located at 555 West 92nd Street in the 8th Council District. The proposed project will be the acquisition and rehabilitation of a 46-unit apartment complex that will provide affordable housing for seniors. The project has a current HUD Section 8 contract that is currently renewable on a yearly basis. The Sponsor is working with HUD to obtain a new 20-yr contract. The project will include: a central laundry facility, a gated parking area, a community room, a landscaped patio area and a community garden. Units Mix: UNIT TYPE 50% AMI 60%AMI TOTAL 0-Bdr Bdr TOTAL LAHD induced the project on June 11, 2012 in the anticipated principal amount of $4,138,750 (the "Obligations") the proceeds of which are to be used for the financing of the project. In addition to the tax-exempt bonds, the financing will be supplemented by funds from a nonprofit loan, property income during construction, seller financing, deferred developer fees and 4% tax credit equity. Seven Palms Apartments The Project Sponsor is Seven Palms Sylmar, LP, a to-be-formed limited partnership, which will include Affordable Housing Access, Inc. (AHAI), a California non-profit corporation, as its Managing General Partner, and KDF Communities, LLC (KDF), as its General Partner. The Members of KDF are Mark E. Hyatt and Paul F. Fruchbom. The Officers of AHAI include: William W. Hirsh, CEO, Jonathan B. Webb, President, and Jeffrey A. E. Zoldos, VP. The tax equity investor and bond purchaser are to be determined. Sponsor Developer Principals Seven Palms Sylmar, LP KDF Communities, LLC Mark E. Hyatt and Paul F. Fruchbom

7 Honorable Antonio R. Villaraigosa Transmittal- Parcel M- Grand Ave., Freeman Villa, E. Victor Villa & Seven Palms Page6 The site is located at San Fernando Road, Los Angeles, CA in the 7th Cmmcil District. The proposed development entails the acquisition and rehabilitation of two buildings in order to provide 68 housing units for families. The project amenities will include: a courtyard, laundry facilities, and 120 parking spaces (96 open spaces+ 24 covered spaces). Units Mix: UNIT TYPE 50% AMI 60%AMI Mgr. TOTAL 1-Bdr Bdr TOTAL LAHD induced the project on June 25, 2012 in the anticipated principal amount of $8,625,000 (the "Obligations") the proceeds of which are to be used for the financing of the project. In addition to the tax-exempt bonds, the financing will be supplemented by 4% tax credit equity. PREVAILING WAGES The labor costs are subject to the higher of the State of California Prevailing Wages, or Federal Davis Bacon Wages, where applicable, for projects for which the City of Los Angeles, through LAHD, would be the issuer of the bonds.

8 Honorable Antonio R. Villaraigosa Transmittal- Parcel M- Grand Ave., Freeman Villa, E. Victor Villa & Seven Palms Page7 FISCAL IMPACT STATEMENT There will be no impact on the City's General Fund related to the issuance of the bonds. Prepared By: Bon Unit Supervisor Affordable Housing Bond Program Reviewed By: -~ ~ MANUEL BERNAL Director, Major Projects Division Reviewed By: ~ -y HE MIHISSERiCH Assistant General Manager ----~--~ MERCEDESM.MARQUEZ Interim General Manager

9 RESOLUTION CITY OF LOS ANGELES A RESOLUTION APPROVING FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986 THE ISSUANCE OF BONDS BY THE CITY OF LOS ANGELES TO FINANCE THE ACQUISITION, REHABILITATION~ CONSTRUCTION AND EQUIPPING OF MUL TIF AMIL Y RESIDENTIAL RENTAL PROJECTS LOCATED WITHIN THE CITY OF LOS ANGELES. WHEREAS, the City of Los Angeles (the "City") is authorized, pursuant to Section 248, as amended, of the City Charter of the City and Article 6.3 of Chapter 1 of Division 11 of the Los Angeles Administrative Code, as amended (collectively, the "Law"), and in accordance with Chapter 7 of Part 5 of Division 31 (commencing with Section 52075) of the Health and Safety Code of the State of California (the "Act"), to issue its revenue bonds for the purpose of providing financing for the acquisition, construction, rehabilitation and equipping of multifamily rental housing for persons and families of low or moderate income; and WHEREAS, the City intends to issue for federal income tax purposes certain bonds (the "Bonds"), the proceeds of which will be used to finance the acquisition, construction, rehabilitation and equipping of multifamily rental housing projects described in paragraph 6 hereof (each a "Project" and collectively the "Projects''); and WHEREAS, the Projects are and each site within the Projects are located wholly within the City; and WHEREAS, it is in the public interest and for the public benefit that the City authorize the financing ofthe Projects, and it is within the powers of the City to provide for such financing and the issuance of the Bonds; and WHEREAS, the interest on the Bonds may qualify for a federal tax exemption under Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code"), only if the Bonds are approved in accordance with Section 147(f) ofthe Code; and WHEREAS, pursuant to the Code, Bonds are required to be approved, following a public hearing, by an elected representative of the issuer of the Bonds (or of the governmental unit on behalf of which the Bonds are issued) and an elected representative of the governmental unit having jurisdiction over the area in which the relevant Project is located; and WHEREAS, this City Council is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(f) of the Code; and 4850 B

10 WHEREAS, pursuant to Section 147(f) of the Code, the City caused a notice to appear in the Los Angeles Times, which is a newspaper of general circulation in the City, on June 8, 2012, to the effect that a public hearing would be held with respect to the Projects on June 22, 2012 regarding the issuance of the Bonds; and WHEREAS, the Los Angeles Housing Department held said public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of the Bonds; and WHEREAS, the minutes of said hearing have been presented to this City Council; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Los Angeles, as follows: 1. The recitals hereinabove set forth are true and correct, and this City Council so finds. This Resolution is being adopted pursuant to the Law and the Act. 2. Pursuant to and solely for purposes of Section 14 7(f) of the Code, the City Council hereby approves the issuance of the Bonds by the City in one or more series to finance the Projects. It is intended that this Resolution constitute approval of the Bonds: (a) by the applicable elected representative of the issuer of the Bonds; and (b) by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Projects are located, in accordance with said Section 147(t). 3. Pursuant to the Law and in accordance with the Act, the City hereby authorizes the Los Angeles Housing Department to proceed with a mortgage revenue bond program designed to provide housing within the City of Los Angeles for low- and moderate-income persons through the issuance of the Bonds for each Project, in one or more series and in amounts not to exceed those specified in paragraph 6 hereof. 4. Notwithstanding anything to the contrary hereof, the City shall be under no obligation to issue any portion of the Bonds described in paragraph 6 hereof to be issued by the City for any Project prior to review and approval by the City and the City Attorney of the documents, terms and conditions relating to such Bonds [Reserved]. The "Projects" referred to hereof is as follows: PROJECT Freeman Villa Apartments E. Victor Villa Apartments SPONSOR #UNITS EST. AMOUNT Blackbriar Development, LLC 41 $5,075,000 Blackbriar Development, LLC 46 $4,138,750 ADDRESS 1229 South Westmoreland A venue, Los Angeles, CA West 92nd Street, Los Angeles, CA

11 7. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this_ day of, 2012 at Los Angeles, California. I certify that the foregoing Resolution was adopted by the Council of the City of Los Angeles at its meeting on, By Title

12 RESOLUTION CITY OF LOS ANGELES A RESOLUTION APPROVING FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986 THE ISSUANCE OF BONDS BY THE CITY OF LOS ANGELES TO FINANCE THE ACQUISITION, REHABILITATION, CONSTRUCTION OR EQUIPPING OF A MULTIFAMILY RESIDENTIAL RENTAL PROJECT LOCATED WITHIN THE CITY OF LOS ANGELES. WHEREAS, the City of Los Angeles (the "City") is authorized, p ursuant to Section 248, as amended, of the City Charter of the City and Article 6.3 of Chapter 1 of Division 11 of the Los Angeles Administrative Code, as amended (collectively, the "Law"), and in accordance with Chapter 7 of Part 5 of Division 31 (commencing with Section 52075) of the Health and Safety Code of the State of California (the "Act"), to issue its revenue bonds for the purpose of providing financing for the acquisition, construction, rehabilitation and equipping of multifamily rental housing for persons and families of low or moderate income; and WHEREAS, the City intends to issue for federal income tax purposes certain bonds (the "Bonds") to finance the acquisition, construction, rehabilitation and equipping of the multifamily rental housing project described in paragraph 6 hereof (the "Project"); and WHEREAS, the Project is located wholly within the City; and WHEREAS, it is in the public interest and for the public benefit that the City authorize the financing of the Project, and it is within the powers of the City to provide for such financing and the issuance of the Bonds; and WHEREAS, the interest on the Bonds may qualify for a federal tax exemption under Section 142(a)(7) ofthe Internal Revenue Code of 1986 (the "Code"), only if the Bonds are approved in accordance with Section 147(f) ofthe Code; and WHEREAS, pursuant to the Code, Bonds are required to be approved, following a public hearing, by an elected representative of the issuer of the Bonds (or of the governmental unit on behalf of which the Bonds are issued) and an elected representative of the governmental unit having jurisdiction over the area in which the relevant Project is located; and WHEREAS, this City Council is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section I 4 7(f) of the Code; and WHEREAS, pursuant to Section 147(f) of the Code, the City caused a notice to appear in the Los Angeles Times, which is a newspaper of general circulation in the City, on May 24, 2012, to the effect that a public hearing would be held with respect to the Project on June 11, 2012 regarding the issuance of the Bonds; and Ll

13 WHEREAS, the Los Angeles Housing Department held said public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of the Bonds; and WHEREAS, the minutes of said hearing have been presented to this City Council; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Los Angeles, as follows: 1. The recitals hereinabove set forth are true and correct, and this City Council so finds. This Resolution is being adopted pursuant to the Law and the Act. 2. Pursuant to and solely for purposes of Section 147( ) of the Code, the City Council hereby approves the issuance of the Bonds by the City in one or more series to finance the Project. It is intended that this Resolution constitute approval of the Bonds: (a) by the applicable elected representative of the issuer of the Bonds; and (b) by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147( ). 3. Pursuant to the Law and in accordance with the Act, the City hereby authorizes the Los Angeles Housing Department to proceed with a mortgage revenue bond program designed to provide housing within the City of Los Angeles for low~ and moderate-income persons through the issuance of the Bonds for the Project, in one or more series and in amounts not to exceed those specified in paragraph 6 hereof. 4. Notwithstanding anything to the contrary hereof, the City shall be under no obligation to issue any portion of the Bonds described in paragraph 6 hereof to be issued by the City for the Project prior to review and approval by the City and the City Attorney of the documents, terms and conditions relating to such Bonds. 5. [Reserved]. 6. The "Project" referred to hereof is as follows: PROJECT UNITS SPONSOR EST. ADDRESS AMOUNT Parcel M~Grand 271 Related California Urban Housing, LLC $132,013, South Grand A venue, A venue Apartments Los Angeles, CA This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this_ day of, 2012 at Los Angeles, California. I certify that the foregoing Resolution was adopted by the Council of the City of Los Angeles at its meeting on By Title " 1 2

14 RESOLUTION CITY OF LOS ANGELES A RESOLUTION APPROVING FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986 THE ISSUANCE OF BONDS BY THE CITY OF LOS ANGELES TO FINANCE THE ACQUISITION, REHABILITATION, CONSTRUCTION OR EQUIPPING OF A MULTIFAMILY RESIDENTIAL RENTAL PROJECT LOCATED WITHIN THE CITY OF LOS ANGELES. WHEREAS, the City of Los Angeles (the "City") is authorized, pursuant to Section 248, as amended, of the City Charter of the City and Article 6.3 of Chapter 1 of Division 11 of the Los Angeles Administrative Code, as amended (collectively, the "Law"), and in accordance with Chapter 7 of Part 5 of Division 31 (commencing with Section 52075) of the Health and Safety Code of the State of California (the "Act"), to issue its revenue bonds for the purpose of providing financing for the acquisition, construction, rehabilitation and equipping of multifamily rental housing for persons and families of low or moderate income; and WHEREAS, the City intends to issue for federal income tax purposes certain bonds (the "Bonds") to finance the acquisition, construction, rehabilitation and equipping of the multifamily rental housing project described in paragraph 6 hereof (the "Project"); and WHEREAS, the Project is located wholly within the City; and WHEREAS, it is in the public interest and for the public benefit that the City authorize the financing of the Project, and it is within the powers of the City to provide for such financing and the issuance of the Bonds; and WHEREAS, the interest on the Bonds may qualify for a federal tax exemption under Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code"), only if the Bonds are approved in accordance with Section 147(t) of the Code; and WHEREAS, pursuant to the Code, Bonds are required to be approved, following a public hearing, by an elected representative of the issuer of the Bonds (or of the governmental unit on behalf of which the Bonds are issued) and an elected representative of the governmental unit having jurisdiction over the area in which the relevant Project is located; and WHEREAS, this City Council is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(t) of the Code; and WHEREAS, pursuant to Section 147(t) of the Code, the City caused a notice to appear in the Los Angeles Times, which is a newspaper of general circulation in the City, on June 19,2012, to the effect that a public hearing would be held with respect to the Project on July 3, 2012 regarding the issuance of the Bonds; and

15 WHEREAS, the Los Angeles Housing Department held said public hearing on such date, at which time an opportunity was provided to present arguments both for and against the issuance of the Bonds; and WHEREAS, the minutes of said hearing have been presented to this City Council; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Los Angeles, as follows: 1. The recitals hereinabove set forth are true and correct, and this City Council so finds. This Resolution is being adopted pursuant to the Law and the Act. 2. Pursuant to and solely for purposes of Section 147(f) of the Code, the City Council hereby approves the issuance of the Bonds by the City in one or more series to finance the Project. It is intended that this Resolution constitute approval of the Bonds: (a) by the applicable elected representative of the issuer of the Bonds; and (b) by" the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located; in accordance with said Section 147(f). 3. Pursuant to the Law and in accordance with the Act, the City hereby authorizes the Los Angeles Housing Department to proceed with a mortgage revenue bond program designed to provide housing within the City of Los Angeles for low~ and moderate-income persons through the issuance of the Bonds for the Project, in one or more series and in amounts not to exceed those specified in paragraph 6 hereof. 4. Notwithstanding anything to the contrary hereof, the City shall be under no obligation to issue any portion of the Bonds described in paragraph 6 hereof to be issued by the City for the Project prior to review and approval by the City and the City Attorney of the documents, terms and conditions relating to such Bonds. 5. [Reserved]. 6. The "Project" referred to hereof is as follows: PROJECT UNITS SPONSOR EST. ADDRESS AMOUNT Seven Palms 68 Seven Palms Sylmar, LP 8,625, San Fernando Road, Apartments Los Angeles, CA This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this_ day of, 2012 at Los Angeles, California. I certify that the foregoing Resolution was adopted by the Council of the City of Los Angeles at its meeting on By Title

16 TEFRA PUBLIC HEARING MEETING MINUTES FRIDAY- JiJNE 22, :00 AM LOS ANGELES HOUSING DEPARTMENT 1200 WEST 7TH STREET, ROOM 833 YANELIRUIZ,CHAIR This meeting is to conduct the required Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) Public Hearing for the Freeman Villa Apartments and E. Victor Villa Apartments Projects. This meeting is called to order on Friday, June 22, 2012 at 10:00 a.m. in Room 833 of the Los Angeles Housing Department. A notice of this hearing was published in the Los Angeles Times on June 8, The purpose of this meeting is to hear public comments regarding the subject Multifamily Revenue Bonds. The City of Los Angeles Housing Department representatives present are Y aneli Ruiz and Rochelle Cox. The time is now 10:30 a.m. and seeing no representatives from the public are present, this meeting is now adjourned. I declare under penalty of perjury that this is a true and exact copy of the TEFRA hearing held for the above referenced projects on June 22, 2012 at Los Angeles, California. CITY OF LOS ANGELES Los Angeles Housing Department MERCEDES M. MARQUEZ, Interim General Manager

17 TEFRA PUBLIC HEARING MEETING MINUTES MONDAY- JUNE 11, :00 AM LOS ANGELES HOUSING DEPARTMENT 1200 WEST 7 STREET, ROOM 833 YANELI RUIZ, CHAIR This meeting is to conduct the required Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) Public Hearing for the Parcel M-Grand Avenue Apartments. This meeting is called to order on Monday, June 11, 2012 at 10:00 a.m. in Room 833 of the Los Angeles Housing Department. A notice ofthis hearing was published in the Los Angeles Times on May 24, The purpose of this meeting is to hear public comments regarding the subject Multifamily Revenue Bonds. The City of Los Angeles Housing Department representatives present are Yaneli Ruiz, Apolinar Abrajan, and Rochelle Cox. One representative from the Sponsor attended the hearing. The time is now 10:30 a.m. and seeing no other representatives from the public are present, this meeting is now adjourned. I declare under penalty of perjury that this is a true and exact copy of the TEFRA hearing held for the above referenced project on June 11, 2012 at Los Angeles, California. CITY OF LOS ANGELES Los Angeles Housing Department RUSHMORE D. CERVANTES, Interim General Manager

18 TEFRA PUBLIC HEARING MEETING MINUTES MONDAY- JULY 3, :00AM LOS ANGELES HOUSING DEPARTMENT 1200 WEST 7TH STREET, ROOM 833 Y ANELl RUIZ, CHAIR This meeting is to conduct the required Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA) Public Hearing for the Seven Palms Apartments. This meeting is called to order on Tuesday, July 3, 2012 at 10:00 a.m. in Room 833 of the Los Angeles Housing Department. A notice of this hearing was published in the Los Angeles Times on June 19, The purpose of this meeting is to hear public comments regarding the subject Multifamily Revenue Bonds. The City of Los Angeles Housing Department representatives present are Yaneli Ruiz and Apolinar Abrajan. The time is now 10:30 a.m. and seeing no other representatives from the public are present, this meeting is now adjourned. I declare under penalty of perjury that this is a true and exact copy of the TEFRA hearing held for the above referenced project on July 3, 2012 at Los Angeles, California. CITY OF LOS ANGELES Los Angeles Housing Department MERCEDES M. MARQUEZ, Interim General Manager