NOTE: The Chair may limit the number or duration of speakers on any matter.

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1 S.P.G. HOUSING INC. BOARD OF DIRECTORS SPECIAL BOARD MEETING AGENDA Santa Clara County Housing Authority 505 West Julian Street, San Jose, CA Yosemite Conference Room A/B Tuesday, July 17, 2018, 9:00 a.m. The Santa Clara County Housing Authority will make reasonable efforts to accommodate persons with disabilities. If you require special accommodations, please call (408) at least seventy-two hours in advance in accordance with the Rehabilitation Act of The Board of Directors may take any actions relating to the issues on the agenda following the Board s consideration of the matter and discussion of the recommended action. 1. Call to Order 2. Roll Call 3. Public Comment This portion of the meeting is reserved for persons desiring to address the Board on any matter not on this agenda. Speakers are limited to two minutes. The law does not permit board action or extended discussion of any items not on the agenda except under special circumstances. All statements that require a response will be referred to staff for reply in writing. Persons wishing to address the Board on a regularly scheduled item on the agenda are requested to complete a form located on the table as you enter the room. Individual speakers will be asked to limit their presentations to three minutes. Under the Brown Act, the public is guaranteed the right to provide testimony at any regular or special meeting on any subject which will be considered by the Board, before or during its consideration of the item (Government Code 54954). NOTE: The Chair may limit the number or duration of speakers on any matter. 4. Correspondence 5. Consent Calendar Pages 1-4 Approve Meeting Minutes from October 12, General Business Pages 5-25 Pages Pages A. Accept the audit for South Drive LLC for the FYE 12/31/17 dated May 29, 2018 and ratify distribution of excess cash in accordance with the audit. B. Accept the audit for Klamath Associates, L.P. for the FYE 12/31/17 dated April 3, C. Accept the audit for Branham Lane LLC for the FYE 12/31/17 dated March 21, 2018; and ratify distribution of excess cash in accordance with the audit.

2 Pages D. Accept the audit for San Pedro Gardens Associates, Ltd. for the FYE 12/31/17 dated April 27, 2018; and ratify distribution of excess cash in accordance with the audit. 7. Director Comments 8. Date, Time and Place for Next Meeting: October 11, 2018 at 9:00 a.m. Santa Clara County Housing Authority 505 W. Julian Street San Jose CA Yosemite Conference Room A/B 9. Adjourn

3 1 1 S.P.G. HOUSING INC. BOARD OF DIRECTORS REGULAR BOARD MEETING MINUTES Santa Clara County Housing Authority 505 West Julian Street, San Jose, CA Yosemite Conference Room A/B Thursday, October 12, 2017, 9:15 AM The Santa Clara County Housing Authority will make reasonable efforts to accommodate persons with disabilities. If you require special accommodations, please call (408) at least seventy-two hours in advance in accordance with the Rehabilitation Act of The Board of Directors may take any actions relating to the issues on the agenda following the Board s consideration of the matter and discussion of the recommended action. 1. Call to Order The meeting was called to order by President Katherine Harasz at 9:55 a.m. 2. Roll Call Present: President Katherine Harasz Vice President/Treasurer Aleli Sangalang Vice President/Secretary Thomas Graham 3. Public Comment This portion of the meeting is reserved for persons desiring to address the Board on any matter not on this agenda. Speakers are limited to two minutes. The law does not permit board action or extended discussion of any items not on the agenda except under special circumstances. All statements that require a response will be referred to staff for reply in writing. Persons wishing to address the Board on a regularly scheduled item on the agenda are requested to complete a form located on the table as you enter the room. Individual speakers will be asked to limit their presentations to three minutes. Under the Brown Act, the public is guaranteed the right to provide testimony at any regular or special meeting on any subject which will be considered by the Board, before or during its consideration of the item (Government Code 54954). NOTE: The Chair may limit the number or duration of speakers on any matter. There were no comments from the public. 4. Correspondence There was no correspondence. 5. Consent Calendar Approve Meeting Minutes from June 13, A motion was made to approve the Meeting Minutes from June 13, 2017, by Vice President/Treasurer Sangalang and seconded by Vice

4 2 2 President/Secretary Graham, with a vote of three (3) ayes by Vice President/Treasurer Sangalang, Vice President/Secretary Graham and President Harasz; the motion passed. 6. General Business A. Approve the 2018 operating budgets for Bracher Gardens Apartments, DeRose Gardens Apartments, Eklund Gardens I Apartments, Eklund Gardens II Apartments, Klamath Gardens Apartments, Pinmore Gardens Apartments and San Pedro Gardens Apartments, and delegate authority to the President or designee to negotiate, amend, and execute agreements, and to take any and all actions as may be required to carry out the activities contemplated by the Operating Budget. A motion was made to approve the 2018 operating budgets for Bracher Gardens Apartments, DeRose Gardens Apartments, Eklund Gardens I Apartments, Eklund Gardens II Apartments, Klamath Gardens Apartments, Pinmore Gardens Apartments and San Pedro Gardens Apartments, and delegate authority to the President or designee to negotiate, amend, and execute agreements, and to take any and all actions as may be required to carry out the activities contemplated by the Operating Budget, by Vice President/Secretary Graham and seconded by Vice President/Treasurer Sangalang, with a vote of three (3) ayes by President Harasz, Vice President/Secretary Graham and Vice President/Treasurer Sangalang; the motion passed. B. Accept the Fiscal Year Ended December 31, 2016 S.P.G. Housing, Inc. audit dated July 12, 2017; and ratify the distribution of excess cash for DeRose Gardens, Eklund Gardens I, and Eklund Gardens II in accordance with the Partnership Agreements, as confirmed by the audit. A motion was made to accept the Fiscal Year Ended December 31, 2016 S.P.G. Housing, Inc. audit dated July 12, 2017; and ratify the distribution of excess cash for DeRose Gardens, Eklund Gardens I, and Eklund Gardens II in accordance with the Partnership Agreements, as confirmed by the audit, by Vice President/Treasurer Sangalang and seconded by Vice President/Secretary Graham, with a vote of three (3) ayes by Vice President/Treasurer Sangalang, Vice President/Secretary Graham and President Harasz; the motion passed. C. Accept the 2016 Tax Returns for San Pedro Gardens Associates, Ltd. and Klamath Associates, L.P. A motion was made to accept the 2016 Tax Returns for San Pedro Gardens Associates, Ltd. and Klamath Associates, L.P, by Vice President/Treasurer Sangalang and seconded by Vice President/Secretary Graham, with a vote of three (3) ayes by Vice President/Treasurer Sangalang, Vice President/Secretary Graham and President Harasz; the motion passed. D. Accept the 2017 Resident Satisfaction Survey report of the Agency s affordable housing portfolio. Page 2 of 4 SPG 10/12/17 Minutes

5 3 3 A motion was made to accept the 2017 Resident Satisfaction Survey report of the Agency s affordable housing portfolio, by Vice President/Secretary Graham and seconded by Vice President/Treasurer Sangalang, with a vote of three (3) ayes by President Harasz, Vice President/Secretary Graham and Vice President/Treasurer Sangalang; the motion passed. E. Approve an agreement with FPI Management to provide property management services for Bracher Senior Housing, Klamath Gardens, Pinmore Gardens, San Pedro Gardens, and De Rose Gardens; and, authorize the President or designee to execute documents and take all actions necessary to effectuate the agreement. A motion was made to approve an agreement with FPI Management to provide property management services for Bracher Senior Housing, Klamath Gardens, Pinmore Gardens, San Pedro Gardens, and De Rose Gardens; and, authorize the President or designee to execute documents and take all actions necessary to effectuate the agreement, by Vice President/Secretary Graham and seconded by Vice President/Treasurer Sangalang, with a vote of three (3) ayes by President Harasz, Vice President/Secretary Graham and Vice President/Treasurer Sangalang; the motion passed. F. Approve an agreement with The John Stewart Company to provide management services for Eklund Gardens I and Eklund Gardens II; and, authorize the President or designee to execute documents and take all actions necessary to effectuate the agreement. A motion was made to approve an agreement with The John Stewart Company to provide management services for Eklund Gardens I and Eklund Gardens II; and, authorize the President or designee to execute documents and take all actions necessary to effectuate the agreement, by Vice President/Treasurer Sangalang and seconded by Vice President/Secretary Graham, with a vote of three (3) ayes by Vice President/Treasurer Sangalang, Vice President/Secretary Graham and President Harasz; the motion passed. 7. Director Comments 8. Date, Time and Place for Next Meeting: October 11, 2018, at 9:00 a.m. Santa Clara County Housing Authority 505 W. Julian Street, San Jose CA Yosemite Conference Room A/B Page 3 of 4 SPG 10/12/17 Minutes

6 Adjourn The meeting was adjourned at 10:17 a.m. President Attest: Vice President Clerk of the Board Page 4 of 4 SPG 10/12/17 Minutes

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8 Payment to Santa Clara loan; and 2. Payment to Asset management fee. Analysis In the auditor's opinion, the financial statements for South Drive LLC present fairly, in all material respects, the financial position of South Drive LLC as of December 31, 2017, and the results of its operations and its cash flows for the year ending 12/31/17, in accordance with accounting principles generally accepted in the United States of America. The audit has been reviewed by the agency s Finance and Asset Management departments. Fiscal Impact In accordance with the requirements of the LP agreement and regulatory documents, the following excess cash payments have been made: 1. Payment to loan in the amount of $246,139 payable to City of Santa Clara; and 2. Payment of asset management fee in the amount of $15,000 payable to Union Bank of California. The distribution of the excess cash, as shown on page 17 of the audit, results in payment of required fees and reserve deposits. Attachments A: South Drive LLC Financial Statements and Independents Auditor's Report for FYE 12/31/17. Page 2 of 2 SPG 7/17/18, 6.A

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29 27 27 Analysis In the auditor's opinion, the financial statements for Klamath Associates, L.P. present fairly, in all material respects, the financial position of Klamath Associates, L.P. of December 31, 2017, and the results of its operations and its cash flows for the year ending 12/31/17, in accordance with accounting principles generally accepted in the United States of America. The audit has been reviewed by the agency s Finance and Asset Management departments. Fiscal Impact There is no fiscal impact associated with the acceptance of the FYE 12/31/17 audit for Klamath Associates, L.P. The distribution of the excess cash, as shown on page 17 of the audit, shows that there is no excess cash available to distribute payments of required fees and reserve deposits. Attachments A: Klamath Associates, L.P. Financial Statements and Independents Auditor's Report for FYE 12/31/17. Page 2 of 2 SPG 7/17/18, 6.B

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50 Payment to fund operating reserve; 2. Payment of asset management fee; and 3. Payment of San Jose City loan. Analysis In the auditor's opinion, the financial statements for Branham Lane LLC present fairly, in all material respects, the financial position of Branham Lane LLC of December 31, 2017, and the results of its operations and its cash flows for the year ending 12/31/17, in accordance with accounting principles generally accepted in the United States of America. The audit has been reviewed by the agency s Finance and Asset Management departments. Fiscal Impact In accordance with the requirements of the LP agreement and regulatory documents, the following excess cash payments have been made: 1. Payment to fund operating reserve in the amount of $10,000 payable to Branham Lane LLC; 2. Payment of asset management fee the amount of $10,000 payable to SPG Housing, Inc.; and 3. Payment of loan in the amount of $81,785 payable to City of San Jose. The distribution of the excess cash, as shown on page 17 of the audit, results in payment of required fees and reserve deposits. Attachments A: Branham Lane LLC Financial Statements and Independents Auditor's Report for FYE 12/31/17. Page 2 of 2 SPG 7/17/18, 6.C

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71 Payment of ground lease interest; 2. Payment of ground lease; and 3. Payment of HCD loan. Analysis In the auditor's opinion, the financial statements for San Pedro Gardens Associates, Ltd. present fairly, in all material respects, the financial position of San Pedro Gardens Associates, Ltd. of December 31, 2017, and the results of its operations and its cash flows for the year ending 12/31/17, in accordance with accounting principles generally accepted in the United States of America. The audit has been reviewed by the agency s Finance and Asset Management departments. Fiscal Impact In accordance with the requirements of the LP agreement and regulatory documents, the following excess cash payments have been made: 1. Payment of ground lease interest in the amount of $13,056 payable to SCCHA; 2. Payment of ground lease the amount of $30,414 payable to SCCHA; and 3. Payment of loan in the amount of $52,794 payable to Housing and Community Development. The distribution of the excess cash, as shown on page 23 of the audit, results in payment of required fees and reserve deposits. Attachments A: San Pedro Gardens Associates, Ltd. Financial Statements and Independents Auditor's Report for FYE 12/31/17. Page 2 of 2 SPG 7/17/18, 6.D

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