San Antonio Housing Trust Foundation

Posted on 02/10/2023 at 5:08 PM AGENDA A Regular Board Meeting for: SAN ANTONIO HOUSING TRUST FOUNDATION will be held at Municipal Plaza B Room 114 W Commerce St., San Antonio, TX 78205 and virtually via ZOOM: https://us02web.zoom.us/j/89237353907?pwd=WE1BeWMvRk5LU2x6bTFINnFmY3ZZUT09 DIAL‐IN NUMBER: 1‐346‐248‐7799 MEETING ID: 892 3735 3907 PASSWORD: 056422 On Friday, February 17, 2023 beginning at 2:00 p.m. or immediately following the adjournment of the San Antonio Housing Trust PFC Board Meeting NOTICE: A quorum of the board of directors will be physically located at 114 W Commerce St., San Antonio, TX 78205 at 2:00 p.m. One or more of the Directors may attend this meeting by video conference pursuant to the requirements set forth in the Texas Open Meetings Act. An electronic copy of the agenda packet may be accessed at the San Antonio Housing Trust website under the CALENDAR/Board Meeting date page prior to the meeting. NOTICE: This meeting of the Board, being held for the reasons listed below, is authorized in accordance with the Texas Government Code, Sections 551.001 ‐ 551.146. Verification of Notice of Meeting and Agenda are on file in the Office of the Executive Director. 1. Call to Order and Roll Call 2. Discussion and possible action to approve minutes of November 18, 2022 and January 20, 2023 3. Public Comment – Interested speakers will have 3 minutes each to address the Board on agenda items or housing policy related matters. 4. Resolution authorizing the execution of all filings and agreements with the Texas Department of Housing and Community affairs in connection with applications for Low Income Housing Tax Credits for the Four25 San Pedro Apartments transaction; and other matters in connection therewith. 5. Discussion and possible action to approve a resolution authorizing releasing a Request for Qualifications for On‐Call Project Management and Owners Representative. 6. Discussion and possible action to approve a resolution authorizing releasing a Request for Qualifications for On‐Call Architectural Services. 7. Executive Director’s Report 8. Adjournment. Executive Session. The San Antonio Housing Trust reserves the right to adjourn into Executive Session at any time during the course of this meeting to discuss any of the matters listed on the posted agenda, above, as authorized by the Texas Government Code, Sections 551.071 (consultation with attorney), 551.072 (deliberations about real property), 551.073 (deliberations about gifts and donations), 551.074 (personnel matters), 551.076 (deliberations about security devices), and 551.087 (economic development). ANY ITEM DISCUSSED IN EXECUTIVE SESSION MAY BE ACTED ON IN OPEN SESSION Attendance by Other Elected or Appointed Officials: It is possible that members City boards, commissions and/or committees may attend the open meeting in numbers that may constitute a quorum. Notice is hereby given that the meeting, to the extent required by law, is also noticed as a meeting of any other boards, commissions and/or committees of the City, whose members may be in attendance in numbers constituting a quorum. These members of other City boards, commissions, and/or committees may not deliberate or take action on items listed on the agenda. [Attorney General Opinion – No. GA‐0957 (2012)]. This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodation or interpretative services must be made 48 hours prior to this meeting. Please contact Nicole Collazo, for concerns or requests, at (210) 735‐2772 or FAX (210) 735‐2112. 2 of 32  San Antonio Housing Trust Foundation Agenda Item 2 This item includes the approval of minutes from the November 18, 2022 and January 20, 2023, meeting. 3 of 32  San Antonio Housing Trust Foundation 2023 OFFICIAL MEETING MINUTES DATE: Friday, November 18, 2022 TIME AND PLACE: The San Antonio Housing Trust Foundation met in session at 2:20 p.m., via Zoom and in person at 114 W Commerce St, San Antonio, TX 78205. PRESENT: Antoinette Brumfield, Eric Cooper, Councilman Jalen McKee-Rodriguez Councilman John Courage, Jordan Ghawi, Rachell Hathaway, Marinella Murillo, Jane Pacione, Mark Carmona, and Councilwoman Phyllis Viagran. ABSENT: Councilwoman Adriana Rocha Garcia and Councilwoman Teri Castillo STAFF/VISITORS PRESENT: Pedro Alanis- Executive Director San Antonio Housing Trust Foundation INC.; Nicole Collazo- Director of Operations San Antonio Housing Trust Foundation INC.; Tom Roth- Director of Development; John Hernandez- Senior Asset Manager; Lauren Bejaran- Sr. Administrative Assistant San Antonio Housing Trust Foundation INC.; Ruben Lizalde- D3; Edward Muniga- D4; Ileana Sandoval- D9; Summer Greathouse- Attorney Bracewell; Clarissa Rodriguez- Attorney DNRBZ. 1. CALL TO ORDER AND ROLL CALL: The meeting was called to order by Vice President Jane Paccione and the roll was called by Lauren Bejaran. 2. APPROVAL OF BOARD MEETING MINUTES FOR OCTOBER 21, 2022. Councilman John Courage motioned, and Councilman Jalen McKee-Rodriguez seconded for approval of the October 21, 2022, minutes with the noted corrections. AYES:10 NAYS: ABSTAINED: THE MOTION PASSED. 3. CITIZENS TO BE HEARD-INTERESTED SPEAKERS WILL HAVE 3 MINUTES EACH TO ADDRESS THE BOARD ON AGENDA ITEMS OR HOUSING POLICY RELATED MATTERS; A TOTAL OF 15 MINUTES WILL BE PROVIDED. NONE. NO ACTION WAS TAKEN. 4. DISCUSSION AND POSSIBLE ACTION TO APPROVE A RESOLUTION AUTHORIZING RELEASING A REQUEST FOR PROPOSALS FOR COMMUNITY LAND TRUST TECHNICAL ASSISTANCE GRANT. Pete Alanis briefed to the board about The San Antonio Housing Trust releasing a Request for Proposals to provide Foundation funds for technical assistance to facilitate the establishment of Community Land Trusts (CLT’s). The CLT’s would provide a source of permanently affordable homeownership and rental housing for current and future 4 of 32  generations of families that are at risk for gentrification. The Finance and Audit Committee met on Wednesday, November 9, 2022, and approved to move forward the Request for Proposals to the full Board for consideration. Marinella Murillo recommended the deadline to submit questions concerning the RFP and evaluation period process be moved 2 weeks after January 1, 2023. MINUTES COMMISSION ACTION: Councilman Jalen McKee-Rodriguez motioned, and Eric Cooper seconded for approval of a resolution authorizing releasing a request for proposals for Community Land Trust Technical Assistance Grant. AYES: 10 NAYS: ABSTAINED: THE MOTION PASSED. 5. ADJOURNMENT Vice President Jane Paccione adjourned the meeting. There being no further business, the meeting adjourned at 2:52 p.m. 5 of 32  San Antonio Housing Trust Foundation 2023 OFFICIAL MEETING MINUTES DATE: Friday, January 20, 2023 TIME AND PLACE: The San Antonio Housing Trust Foundation met in session at 4:08 p.m., via Zoom and in person at 114 W Commerce St, San Antonio, TX 78205. PRESENT: Councilwoman Adriana Rocha, Antoinette Brumfield, Eric Cooper, Councilman Jalen McKee-Rodriguez, Councilman John Courage, Jordan Ghawi, Rachell Hathaway, Marinella Murillo, Jane Pacione, Councilwoman Teri Castillo, and Councilwoman Phyllis Viagran. ABSENT: Mark Carmona STAFF/VISITORS PRESENT: Pedro Alanis- Executive Director San Antonio Housing Trust Foundation; Tom Roth- Director of Development; Jessica Kuehne- Director of Asset Management; John Hernandez- Senior Asset Manager; Lauren Bejaran- Sr. Administrative Assistant San Antonio Housing Trust Foundation; Ruben Lizalde- D3; Edward Muniga- D4; Ileana Sandoval- D9; Summer Greathouse- Attorney Bracewell; Clarissa Rodriguez- Attorney DNRBZ. 6. CALL TO ORDER AND ROLL CALL: The meeting was called to order by Vice President Jane Paccione and the roll was called by Lauren Bejaran. MINUTES COMMISSION ACTION: Councilman Jalen McKee-Rodriguez motioned, and Marinella Murillo seconded to defer the January 20, 2023, Foundation Meeting Agenda Items to a Special Stated meeting. AYES: 11 NAYS: ABSTAINED: THE MOTION PASSED. 7. ADJOURNMENT Vice President Jane Paccione adjourned the meeting. There being no further business, the meeting adjourned at 4:09 p.m. 6 of 32  San Antonio Housing Trust Foundation Agenda Item 3 Public Comment Interested speakers will have 3 minutes each to address the Board on agenda items or housing policy related matters; a total of 15 minutes will be provided. Instructions to sign up for Public Comment via Zoom video conference. To sign up for Public Comment please call 210‐735‐2772 24 hours prior to this meeting to place your name on the list. 7 of 32  San Antonio Housing Trust Foundation Agenda Item 4 Resolution authorizing the execution of all filings and agreements with the Texas Department of Housing and Community affairs in connection with applications for Low Income Housing Tax Credits for the Four25 San Pedro Apartments transaction; and other matters in connection therewith. Background: In January, the PFC board approved a non‐binding inducement resolution for the 9% LIHTC project located at 425 San Pedro Avenue which initially was proposed as an 80‐unit development with permanent supportive housing. To maximize points on the competitive 9% LIHTC application, the ownership structure requires the participation of a non‐profit entity and a certified Historically Underutilized Business (HUB). The partnership ownership structure was not finalized until after the January committee and board meetings. Summary: After consultation with our legal counsel and development partner, it was determined that the San Antonio Housing Trust Foundation should serve as the non‐profit member and Special Limited Partner with a .0025% ownership interest in the partnership and GRG Architects would serve as the HUB with a 5% ownership interest in the general partner. Additionally, the HUB entity will receive 5% of the development fee and 40% of the cash flow received by the general partnership. Non‐profit Special Limited Partner The 2023 TDHCA Qualified Allocation Plan (QAP) used to score 9% competitive LIHTC applications, awards additional points for supportive housing developments in which a “qualified non‐profit “ has an ownership interest in the partnership. This non‐profit must also demonstrate its participation in the housing industry and provide evidence of either historical fund raising capability or financial resources to fund supportive services at the project in the event the project cash flow is insufficient to cover operating expenses. HUB GRG Architecture (GRG) is a San Antonio based full‐service architecture and planning firm. The principals are Xavier Gonzalez, Raul Reyes, and Edward Garza. Their practice includes commercial/office, multifamily, healthcare, single family, and educational projects. The firm is a registered HUB. GRG’s participation in the project will include the following work: ‐ Work with the project architect to evaluate ways to implement SAHT’s universal design guidelines. ‐ Evaluate the cost to implement approved universal design principals 8 of 32  ‐ Work with SAMMinistries to ensure that required universal design features are incorporated into the space that will be used to deliver supportive services ‐ Ensure that approved universal design elements are properly installed by the contractor ‐ Perform a final inspection of all universal design components ‐ Provide SAHTPFC with recommendations on the proposed universal design criteria for permanent supportive Housing developments GRG will receive increased exposure and recognition for its involvement in the project, plus monetary compensation based on its ownership interest in the partnership. Fiscal Impact From the Foundation’s perspective, staff is evaluating a mechanism and methodology to establish a supportive services reserve fund for this and future permanent supportive housing developments. The SAHTPFC will receive a portion of the development fee, cash flow, and sale proceeds (after the 15‐year initial compliance period). The reserve would likely be funded by these collected fees & distributions received by SAHT PFC and transferred to the Foundation. The supportive service reserves would be maintained by the SAHT Foundation as segregated funds. The supportive services reserve fund could be used to fund services in the event project cash flow was not sufficient, or to expand the level of services including new pilot programs based on input from the supportive service provider(s) and the unique needs of the residents living at the property. Four25 will be structured as a 9% LIHTC tax credit limited partnership with the PFC (related entity) serving as the general partner, and PFC owning the land and leasing it back to the partnership to preserve the real estate tax exemption. A Franklin Development related entity will provide the required guarantees and manage the asset. A to‐be‐determined investor will act as the limited partner and provide the tax credit equity. The only change to the transaction that was approved by the Board in January is the selection of the non‐profit partner and the HUB partner (which will receive 5% of the development fee and 40% of the cash flow). The full financing structure has not been finalized, but will likely include mortgage debt, 2017 City Bond, tax credit equity, fee waivers, and Texas Multi‐Family Development funds. Recommendation: Staff recommends approving a Foundation Inducement Resolution to include our 501(c)(3) in the ownership structure to support the competitive 9% LIHTC application. 9 of 32 Attachments:  SAHT Foundation Resolution 10 of 32  FOUR25 SAN PEDRO APARTMENTS CERTIFICATE FOR RESOLUTION The undersigned officer of the San Antonio Housing Trust Foundation, Inc. (the “Foundation”) hereby certifies as follows: 1. In accordance with the bylaws of the Foundation, the Board of Directors of the Foundation (the “Board”) held a meeting on February 17, 2023 (the “Meeting”) of the duly constituted officers and members of the Board, at which a duly constituted quorum was present. Whereupon among other business transacted at the Meeting, a written RESOLUTION AUTHORIZING THE EXECUTION OF ALL FILINGS AND AGREEMENTS WITH TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS IN CONNECTION WITH APPLICATIONS FOR LOW INCOME HOUSING TAX CREDITS FOR THE FOUR25 SAN PEDRO APARTMENTS TRANSACTION; AND OTHER MATTERS IN CONNECTION THEREWITH (the “Resolution”) was duly introduced for the consideration of the Board and discussed. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried by a majority vote of the Board. 2. A true, full, and correct copy of the Resolution adopted at the Meeting is attached to and follows this Certificate; the Resolution has been duly recorded in the Board’s minutes of the Meeting; each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting; and the Meeting was held and conducted in accordance with the Articles of Incorporation and the Bylaws of the Foundation. SIGNED AND SEALED February 17, 2023 Pedro A. Alanis Title:_______________________ 11 of 32  RESOLUTION AUTHORIZING THE EXECUTION OF ALL FILINGS AND AGREEMENTS WITH TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS IN CONNECTION WITH APPLICATIONS FOR LOW INCOME HOUSING TAX CREDITS FOR THE FOUR25 SAN PEDRO APARTMENTS TRANSACTION; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the San Antonio Housing Trust Foundation, Inc. (“SAHT”) was established with the purpose of creating and preserving affordable, accessible, attainable and sustainable housing; WHEREAS, ARDC San Pedro, Ltd., a Texas limited partnership (the “User”), intends to consummate the acquisition, construction, and equipping of a proposed 80-unit multifamily housing facility to be located at 425 South San Pedro Avenue and to be known as the Four25 San Pedro Apartments (the “Project”); WHEREAS, the User intends to finance the Project in part with 9% housing tax credits competitively procured from the Texas Department of Housing and Community Affairs (“TDHCA”); WHEREAS, in order to comply with certain requirements of the 9% tax credit program, the User has requested that SAHT participate as a nonprofit sponsor and create a single-member limited liability company to serve as a special limited partner of the User (the “Special Limited Partner”); WHEREAS, the User has requested authorization to make all filings necessary to obtain and maintain equity and debt financing for the Project, including 9% tax credits from TDHCA; WHEREAS, the members of the Board of Directors of SAHT (collectively, the “Board”) and their respective offices are as follows: Name of Director/Officer Position Dr. Adriana Rocha Garcia President and Director Jane Paccione Vice President and Director Jordan Ghawi Director and Secretary John Courage Director and Treasurer Teri Castillo Director Phyllis Viagran Director Rachell Hathaway Director Eric Cooper Director Marinella Murillo Director Antoinette Brumfield Director Mark Carmona Director Pedro A. Alanis Assistant Secretary Nicole Collazo Assistant Secretary WHEREAS, the Board has determined that it is in the public interest and to the benefit of the citizens and residents of San Antonio for the various entities to enter into the transactions described above so that the User may construct the Project; and WHEREAS, this Board has reviewed the foregoing and determined that the action herein authorized is in furtherance of the purposes of SAHT; 12 of 32 WHEREAS, this Resolution shall constitute SAHT’s preliminary, non-binding commitment, subject to the terms hereof, to proceed; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SAN ANTONIO HOUSING TRUST FOUNDATION THAT: Section 1. Subject to the terms hereof, SAHT agrees that it will, acting in either its own capacity or as the party controlling the general partner of the User: (a) cooperate with the User with respect to the Project, and, if arrangements therefor satisfactory to the User and SAHT can be made, take such action and authorize the execution of such documents and take such further action as may be necessary or advisable for the authorization, execution, and delivery of any applications, notices, contracts or agreements deemed necessary and desirable by the User or SAHT in connection with the Project, specifically including any applications, agreements, documents, certificates and instruments necessary to obtain tax credits from the TDHCA (collectively, the “Contracts”), providing among other things for financing, acquisition, construction, equipping, and improvement of the Project; and use, operation, and maintenance of the Project, all as shall be authorized, required, or permitted by law and as shall be satisfactory to SAHT and the User; (b) participate as the nonprofit sponsor and sole member of the Special Limited Partner; (c) take or cause to be taken such other actions as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. Neither the State of Texas (the “State”), the City, nor any political subdivision, or agency of the State shall be obligated to pay any debt or other obligation of the User or the Project and that neither the faith and credit nor the taxing power of the State, the City, or any political, subdivision, or agency thereof is pledged to any obligation relating to the Project. Section 2. It is understood by SAHT, and the User has represented to SAHT, that in consideration of SAHT’s adoption of this Resolution, and subject to the terms and conditions hereof, the User has agreed that (a) the User will (1) pay all Project costs which are not or cannot be paid or reimbursed from the proceeds of any debt and (2) indemnify and hold harmless SAHT and the City against all losses, costs, damages, expenses, and liabilities of whatsoever nature (including but not limited to reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of or related to the Project, or the design, construction, equipping, installation, operation, use, occupancy, maintenance, or ownership of the Project (other than claims arising from the gross negligence or willful misconduct of SAHT or the City); and Section 3. This Resolution shall be deemed to constitute the acceptance of the User’s proposal that it be further induced to proceed with providing the Project. Provided that neither the User nor any other party is entitled to rely on this Resolution as a commitment to enter into the proposed transaction, and SAHT reserves the right not to enter into the proposed transaction either with or without cause and with or without notice, and in such event SAHT shall not be subject to any liability or damages of any nature. Neither the User nor any one claiming by, through or under the User, nor any investment banking firm or potential purchaser shall have any claim against SAHT whatsoever as a result of any decision by SAHT not to enter into the proposed transaction. 13 of 32  Section 4. The Board authorizes the President, Vice President, Secretary, Treasurer, Executive Director, or Assistant Secretary of the Board to execute any Contracts and take any and all actions required to obtain tax credits, equity financing and debt financing, including without limitation formation of the Special Limited Partner, and authorizes Ryan Wilson, as representative of the User, to execute any applications and submissions to TDHCA for its 9% housing tax credit program. Section 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Board. Section 6. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 7. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Board hereby declares that this Resolution would have been enacted without such invalid provision. Section 8. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 9. This Resolution shall be in force and effect from and after its passage. * * * 14 of 32  San Antonio Housing Trust Foundation Agenda Item 5 Discussion and possible action to consider a resolution authorizing releasing a Request for Qualifications for On‐Call Project Management/Owners Representative Summary: The San Antonio Housing Trust (SAHT) has several strategic goals that require the renovation of existing affordable housing rental units, construction of new affordable housing units, and other community development related efforts. SAHT is releasing a Request for Qualifications to seek qualified on‐call Project Management/Advisory Services/Owner Representation services to provide an array of services depending on SAHT’s need on various housing development and construction related efforts. Qualifications Qualified individuals or firms will represent the SAHT in all phases of the development process and must have demonstrated competency and experience centered on project management, cost estimating, permitting, oversight of architectural and engineering services, land use & constraint analysis, contract performance risk, procurement & contract negotiation, and monitoring construction draw and construction timelines. Qualified individuals or firms should also be well‐versed in the issues associated with building information models, computer‐based schedule programs, web‐based file management and information systems, and other engineering and construction technology tools being used by sophisticated design and construction firms. Qualified individuals or firms should have a thorough understanding of a broad range of technical, administrative, and contractual issues as well as an effective communication style. Qualified individuals or firms should have an established track record of working on large scale multifamily development in the state of Texas and the San Antonio submarket. Evaluation Criteria Responsive Proposals will then be raked and scored based on the following point scale. Criteria Points Demonstration of substantial and comprehensive experience with the above 50 Qualifications involving major rehabilitation and ground up construction of multi‐ family housing. Professional qualifications and licensing of the individual or firm’s key team 25 members and references. Respondent’s record and experience with non‐profit, public housing entities, and 10 other public agencies Respondent’s insurability, status of current work, and workload 5 Certified minority‐and women‐owned business enterprises and/or the employment 5 of minority group members and women in the performance of the Trust Contract Local office location, access, and availability to SAHT 5 15 of 32 Recommendation The Finance and Audit Committee met on Tuesday, January 10th and approved to move forward the Request for Qualifications to the full Board for consideration. Attachment: Resolution 16 of 32  SAN ANTONIO HOUSING TRUST FOUNDATION, INC. RESOLUTION F23-0217-5 A RESOLUTION OF THE SAN ANTONIO HOUSING TRUST FOUNDATION TO ADVERTISE FOR REQUEST FOR QUALIFICATIONS FOR ON-CALL PROJECT MANAGEMENT/ADVISORY SERVICE/OWNERS REPRESENTATION; AND AUTHORIZING ANY ADDITIONAL ACTIONS REASONABLY NECESSARY THEREWITH; PROVIDING A SEVERABILITY CLAUSE AND ESTABLISHING AN EFFECTIVE DATE WHEREAS, the San Antonio Housing Trust Foundation, Inc. (Housing Trust) continues to develop long range plans to ensure the Housing Trust moves forward in a direction consistent with the adopted goals and visions of the Housing Trust to achieve the affordable housing production and preservation goals in San Antonio; and WHEREAS, the Housing Trust requires the services of a qualified On-Call Project Management/Advisory Services/Owners Representation individual or firm to provide an array of services depending on the Housing Trust’s need on various housing development and construction related efforts; and WHEREAS, the Board of Directors finds that advertising a Request for Qualifications for On-Call Project Management/Advisory Services/Owners Representation is in the best interest of the Housing Trust. NOW THEREFORE, BE IT RESOLVED BY THE SAN ANTONIO HOUSING TRUST FOUNDATION, INC. THAT: Section 1. The San Antonio Housing Trust’s Executive Director is authorized and directed to advertise for the Request for Qualifications for On-Call Project Management/Advisory Services/Owners Representation. The Executive Director is further authorized to take all actions reasonably necessary to implement the intent of this Resolution. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as part of the judgment and finding of the Board of Directors. Section 3. All Resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Board of Directors hereby declares that this Resolution would 17 of 32 have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED and APPROVED this the ___day of February 2023 SIGNED: Councilwoman Adriana Rocha Garcia President ATTEST: Jordan Ghawi, Secretary 18 of 32  San Antonio Housing Trust Foundation Agenda Item 6 Discussion and possible action to consider a resolution authorizing releasing a Request for Qualifications for On‐Call Architectural Services Summary: The San Antonio Housing Trust (SAHT) has several strategic goals that require the renovation of existing affordable housing rental units, construction of new affordable housing units, adaptive reuse of existing structures for primarily for residential housing, and other community development or master site planning related efforts. SAHT is releasing a Request for Qualifications to seek a qualified Architectural firm services to provide an array of services depending on SAHT’s need on various housing master planning, development, and construction related efforts. Qualifications Qualified individuals or firms will represent the SAHT in all phases of the project including feasibility analysis, conceptual renderings, cost estimation, site and redevelopment planning, master planning; structural/mechanical/electrical/plumbing civil engineering; landscape architecture; universal design, green/energy efficient and utility conversation review and design; and other related services required for completion of work items. Qualified individuals or firms will have demonstrated competency and experience centered on master planning, space needs assessment, universal design, accessible design, contract bidding, local permitting requirements, project oversight, with a particular focus on affordable multi‐family residential new construction, rehabilitation, adaptive reuse, mixed use, and historic preservation efforts. Qualified individuals or firms should also be well‐versed in issues associated with low‐income housing tax credits, historic tax credits, environmental, and other local, state, & federal requirements that impact the design and development process including certifications. Qualified individuals or firms should have a thorough understanding of zoning rules and regulations; building and fire code requirements, development of design and construction documents, cost estimates and analysis; bid proposal evaluations; product/material submittal reviews, as built drawings, value engineering concepts and physical property assessments to identify life/safety issues, immediate and long‐term capital repairs/replacements. Qualified individuals or firms should have an established track record of working on large scale affordable and multi‐family housing developments in the state of Texas and the San Antonio submarket. Evaluation Criteria 19 of 32 Responsive Proposals will then be raked and scored based on the following point scale. Criteria Points Demonstration of substantial and comprehensive experience with the above 50 Qualifications Professional qualifications and licensing of individuals who will perform the work 30 Respondent’s record and experience with non‐profit, housing trusts, and other 5 public agencies Respondent’s insurability, status of current work, and workload 5 Certified minority‐and women‐owned business enterprises and/or the employment 5 of minority group members and women in the performance of the Trust Contract Local office location, access, and availability to the Trust entities 5 Recommendation The Finance and Audit Committee met on Tuesday, January 10th and approved to move forward the Request for Qualifications to the full Board for consideration. Attachment: Resolution 20 of 32  SAN ANTONIO HOUSING TRUST FOUNDATION, INC. RESOLUTION F23-0217-6 A RESOLUTION OF THE SAN ANTONIO HOUSING TRUST FOUNDATION TO ADVERTISE FOR REQUEST FOR QUALIFICATIONS FOR ON-CALL ARCHITECTURAL SERVICES; AND AUTHORIZING ANY ADDITIONAL ACTIONS REASONABLY NECESSARY THEREWITH; PROVIDING A SEVERABILITY CLAUSE AND ESTABLISHING AN EFFECTIVE DATE WHEREAS, the San Antonio Housing Trust Foundation, Inc. (Housing Trust) continues to develop long range plans to ensure the Housing Trust moves forward in a direction consistent with the adopted goals and visions of the Housing Trust to achieve the affordable housing production and preservation goals in San Antonio; and WHEREAS, the Housing Trust requires the services of a qualified On-Call Architectural Services firm to provide an array of services depending on the Housing Trust’s need on various housing development and construction related efforts; and WHEREAS, the Board of Directors finds that advertising a Request for Qualifications for On-Call Architectural Services is in the best interest of the Housing Trust. NOW THEREFORE, BE IT RESOLVED BY THE SAN ANTONIO HOUSING TRUST FOUNDATION, INC. THAT: Section 1. The San Antonio Housing Trust’s Executive Director is authorized and directed to advertise for the Request for Qualifications for On-Call Architectural Services. The Executive Director is further authorized to take all actions reasonably necessary to implement the intent of this Resolution. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as part of the judgment and finding of the Board of Directors. Section 3. All Resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Board of Directors hereby declares that this Resolution would have been enacted without such invalid provision. 21 of 32 Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED and APPROVED this the ___day of February, 2023 SIGNED: Councilwoman Adriana Rocha Garcia President ATTEST: Jordan Ghawi, Secretary 22 of 32 San Antonio Housing Trust Foundation Agenda Item 7 EXECUTIVE DIRECTOR’S REPORT February 2023 23 of 32 Quarter 1 Progress Report (thru December 31, 2022) The SAHT Five Year Strategic Plan established a new approach to goal setting and progress monitoring. Below is a list of priorities and actions by our team which provides insight to what our organization does day in and day out. Objective Q1 Priority Result Clarify the Role of the Trust in the Local Housing System Annual Audit • Commence 2022 engagement with Leal and Carter Housing Commission • Co-Chair of Removing Barriers Subcommittee o Contributed to UDC amendment on ADU’s • Dashboard and Annual Report Committee o Finalized SHIP Annual Report Learning Sessions • Conducted 2 Learning Sessions for Board & Council staff • Continue learning sessions for Board/Public in Q2 Social Media Engagements • Conducted low-cost social media posts on facebook, Instagram, linkedin, and twitter Invest in the Trust’s Capacity to Grow Hire Director of Asset Management • Jessica Kuehne started Jan 2, 2023 Begin Organizational Dev Plan • Interview Team • review roles/responsibilities • Identify skill/needs gaps Prepare Financial Plan • Reconcile EOY Books • Close 1st Quarter expenses/revenues • Prepare detailed five-year revenue forecast. • Prepare expense forecast in Q2 Facilitate the Preservation of Affordable Rental Housing Adopt LIHTC Policy • Provided Displacement Impact Assessment Training to Board • Reviewed Priorities with Board • Did not receive board approval on LIHTC Policy Negotiate MOU’s with LIHTC projects • Development Director/Attorney’s approved template • Negotiation of MOU’s in earl Q2 Contribute to Construction of New Affordable Rental Housing Close financing on Los Arcos (Viento) • Closed Financing in December 2022 Close financing on Southton • Closed Financing in December 2022 Adopt Universal Design Standards • Review Essential Elements; continues in Q2 Negotiate MOU’s with LIHTC projects • Development Director/Attorney’s approved template • Began Developer MOU negotiation Support Neighborhood Preservation Efforts Award CLT Grants • Released RFP on December 1, 2022 • Evaluation/Award in Q2 Land Banking • Assessing options for future land bank Engage in Advocacy at Local, State, and Federal Level Review City’s federal and state agenda • Provided input into City’s Housing Agenda 24 of 32 Q1 Vitals Dashboard (thru December 31, 2022) 5 YR FY 2023 FY 2023 Vital Definition Goal Annual Target Q1 Total # of MF units of Total # of existing units closed from Oct. 3,711 742 0 existing housing 2022 thru Sept., 2027 preserved 1 # of units preserved (below 30% AMI ) 313 33 0 # of units preserved (31 and 80% AMI) 3,398 176 0 Total #of MF new units Total # of new units closed from Oct. 5,925 103 563 added 2 2022 thru Sept., 2027 # of units added (below 30% AMI) 600 0 74 # of units added (31% and 60%AMI) 5,325 0 184 Total # of MF units Running total of rental units added for all Ongoing 8,649 7,361 placed in service developments # Total # of MF units Running total of rental units added for all Ongoing 2,961 3,886 under construction developments # # of PSH units PSH units produced for persons 300 0 0 produced experiencing chronic or at risk of homelessness Total # of land parcels Land parcels acquired for future housing Ongoing 0 0 placed in Land Bank projects # Amount of $ for CLTs established and funded to prevent Ongoing $500k $0 Community Land displacement and support neighborhoods # Trust(s) Amount of $ awarded Funding to non-profits to support the Ongoing $1M $0 to Non-Profits preservation & production targets in the # SHIP and provide PSH-related services. Amount of tax-exempt Ongoing $68M $0 bonds issued 3 # 1. Our Rehabilitation Pipeline is 770 Units (Westwood, Spanish Spur & Pecan Manor, Winston Square & Roselawn) 2. SAHT PFC closed financing on two apartment communities: Southton and Los Arcos totaling 563 units. 3. SAHT PFC applied for $342M in tax exempt Bonds in support of 9 potential LIHTC projects. 25 of 32 Quarter 1 Staff Engagements October 11, 2022: Pete Alanis attended LISC San Antonio: Affordable Housing Finance 101 October 19, 2022: Pete Alanis conducted a Lunch & Learn for District 2 Staff October 27, 2022: Tom Roth attended TAAHP Webinar: QAP 101 The Essentials October 27, 2022: Tom Roth attended Opportunity Homes: Aspire at Tampico Grand Opening November 4, 2022: Staff attended the Nightingale Grand Opening November 9, 2022: Staff attended TAAHP Webinar: ABCs of PFCs November 10, 2022: Pete Alanis conducted Lunch & Learn: Texas Houser’s Renter Profiles for board members. November 14, 2022: Nicole Collazo attended LISC San Antonio: Redefining Risk in Affordable Housing November 17, 2022: Tom Roth attended TAAHP Webinar: Bond Lottery Recap 2023 November 30, 2022: Pete Alanis and several board members attended LISCSA Community Dev. Celebration December 7, 2022: Tom Roth attended 2023 Affordable Housing Market Outlook in Austin, TX *During the Quarter, Pete Alanis also completed required online Fair Housing Training for LIHTC compliance. 26 of 32 Quarter 1 Treasurer’s Report (thru December 31, 2022) Foundation As of December 31, 2022, the SA Housing Trust Foundation has earned $364,931 in revenues, approximately 25% of the annual projected revenue of $1.43M. The SA Housing Trust Foundation has expended $223,293 in operating funds or 13.4% of the $1.66M adopted annual budget. While we had lower than expected spending across most of the budget categories, the Foundation had most of the savings in payroll expenses. Two FTE’s, including the Director of Asset Management, had not been hired by the end of the first quarter. On January 2, 2023 (Q2), we welcomed Jessica Kuehne, SAHT Director of Asset Management to the team. After completion of a staff needs assessment process, we will complete the job description for the 2nd staff position and begin the hiring process for the second budget approved position. Public Facility Corporation As of December 31, 2022, the SA Housing Trust PFC earned $1,410,977 in revenues, approximately 23% of the annual projected revenue of $6.16M. The SA Housing Trust PFC has spent $393,101 in operating funds or 19.5% of the $2.01M adopted annual budget. The bulk of the PFC expense is the 25% administrative fee to the SAHT Foundation. The remaining expenses were anticipated asset management & compliance monitoring costs which provides oversight of our existing PFC portfolio. We anticipate the bulk of the compliance work will be completed during Q3/Q4. Finance Corporation As of December 31, 2022, the SA Housing Trust FC earned $13,080 in revenues, approximately 10% of the annual projected revenue of $136k. The SA Housing Trust FC has spent $10,061 in operating funds or 22% of the $45,530 adopted annual budget. The FC expense is the 25% administrative fee to the SAHT Foundation. The remaining expenses are associated with asset management & compliance monitoring work which will be completed during Q3/Q4. 27 of 32  SAN ANTONIO HOUSING TRUST FOUNDATION, INC. FY 2023 ‐ BUDGET TO ACTUAL ANALYSIS October 1 ‐ December 31, 2022 Annual Actual % of Budget Budget* OPERATING REVENUES Administrative Fee Income SAHT Finance Corporation $ 10,061 $ 34,180 29.43% SAHT Public Facility Corporation 353,289 1,385,584 25.50% Total Administrative Fee Income 363,349 1,419,764 Interest Income ‐ Loans 1,582 10,000 15.82% TOTAL OPERATING REVENUES $ 364,931 $ 1,429,764 25.52% OPERATING EXPENSES Advertising and Marketing $ 522 $ 5,000 10.45% Bank Fees & Service Charges 39 500 7.80% Insurance Expense Insurance ‐ Business Owner's 1,158 3,940 Insurance ‐ Crime 337 1,357 Insurance ‐ Directors & Officers 2,392 9,727 Insurance ‐ Workers Comp 283 901 Total Insurance Expense 4,170 15,925 26.18% Maintenance & Repairs General Maintenance & Repairs ‐ 5,000 Grounds Maintenance & Mowing 750 5,638 Moving Expenses ‐ 7,500 Office Cleaning 1,150 1,925 Pest Control ‐ 477 Total Maintenance & Repairs 1,900 20,540 9.25% Meals & Events 919 4,500 20.42% Office Expenses Equipment Purchases 3,611 7,000 Furniture Purchases ‐ 20,000 Mileage, Parking & Tolls 302 ‐ Office Supplies 534 8,000 Printing & Photocopying ‐ 1,000 Security & Monitoring 176 656 Shipping & Postage 228 750 Shredding Services ‐ 100 Total Office Expenses 4,851 37,506 12.93% 28 of 32  SAN ANTONIO HOUSING TRUST FOUNDATION, INC. FY 2023 ‐ BUDGET TO ACTUAL ANALYSIS October 1 ‐ December 31, 2022 Annual Actual % of Budget Budget* OPERATING EXPENSES (Continued) Payroll Expenses Allowance ‐ Auto 4,154 24,000 Allowance ‐ Telephone 415 2,400 Insurance ‐ Dental 1,154 ‐ Insurance ‐ Health 12,462 75,601 Insurance ‐ Life 75 15,000 Payroll Tax Expense 7,612 59,019 Retirement Plan Expense 9,611 83,969 Salaries & Wages 110,102 709,739 Total Payroll Expense 145,584 969,728 15.01% Professional Services Accounting & CFO Services 32,700 130,800 Audit Services 300 40,000 Legal Services 7,325 72,000 Marketing & Public Relations Services 4,400 44,000 Strategic Planning Services 7,500 7,500 Web Hosting 250 3,575 Other Professional Services 4,412 50,000 Total Professional Services 56,887 347,875 16.35% Rent Expense Equipment Rent 1,146 5,084 Facilities Rent 237 83,550 Total Rent Expense 1,383 88,634 1.56% Subscriptions Subscriptions ‐ Memberships & Fees 1,542 4,717 Subscriptions ‐ Software Licenses 2,755 134,350 Total Subscriptions 4,297 139,067 3.09% Telephone & Internet 663 3,500 18.94% Travel & Training 635 25,000 2.54% Utilities 1,443 4,600 31.36% TOTAL OPERATING EXPENSES $ 223,293 $ 1,662,375 13.43% OPERATING INCOME (LOSS) $ 141,637 $ (232,611) 29 of 32  SAN ANTONIO HOUSING TRUST FOUNDATION, INC. FY 2023 ‐ BUDGET TO ACTUAL ANALYSIS October 1 ‐ December 31, 2022 Annual Actual % of Budget Budget* NONOPERATING REVENUES (EXPENSES) Intergovernmental Revenues Asset Management Services $ 31,923 $ 248,000 12.87% Compliance Monitoring Services 7,890 155,000 5.09% Security Services 13,392 ‐ 0.00% TOTAL INTERGOVERNMENTAL REVENUES 53,205 403,000 Intergovernmental Expenses Asset Management Services (31,923) (248,000) 12.87% Compliance Monitoring Services (7,890) (155,000) 5.09% Security Services (13,392) ‐ 0.00% TOTAL INTERGOVERNMENTAL EXPENSES (53,205) (403,000) Interest Income ‐ Banks 14,188 ‐ 0.00% Interest Expense (261) 0.00% Funding ‐ Operating Reserves ‐ 232,611 0.00% TOTAL NONOPERATING REVENUES (EXPENSES) 14,188 232,611 INCREASE (DECREASE) IN NET POSITION $ 155,825 $ ‐ REQUIRED OPERATING RESERVE FY 2023 Expenditures $ 1,662,375 Add: Funding ‐ Operating Reserves ‐ Adjusted FY 2023 Expenditures $ 1,662,375 Adopted Operating Expenditure Budget $ 1,662,375 REQUIRED ‐ 50% of Adopted Expenditure Budget $ 831,188 *Reflects budget amendment #2023‐001. 30 of 32  SAN ANTONIO HOUSING TRUST PUBLIC FACILITY CORP FY 2023 ‐ BUDGET TO ACTUAL ANALYSIS October 1 ‐ December 31, 2022 Annual Actual % of Budget Budget OPERATING REVENUES Fee Income Administrative Fee 35,417 $ 75,000 Asset Management Fee 25,000 150,000 Cash Flow Fee 69,991 421,559 Deferred Developer Fee 319,672 616,817 Developer Fee 431,847 4,496,070 Incentive Management Fee ‐ 45,539 Origination Fee 250,000 ‐ Partnership Management Fee ‐ 22,500 Sale Proceeds 212,020 ‐ Supervisory Management Fee ‐ 18,233 Total Fee Income 1,343,946 5,845,718 22.99% Distribution Income from Cash Flow 67,032 316,815 21.16% TOTAL OPERATING REVENUES $ 1,410,977 $ 6,162,532 22.90% OPERATING EXPENSES Administrative Fee $ 353,289 $ 1,540,633 22.93% Professional Services Asset Management Services 31,923 310,000 Compliance Monitoring Services 7,890 163,600 Total Professional Services 39,813 473,600 8.41% TOTAL OPERATING EXPENSES $ 393,101 $ 2,014,233 19.52% OPERATING INCOME (LOSS) $ 1,017,876 $ 4,148,299 NONOPERATING REVENUES (EXPENSES) Interest Income ‐ Banks 2,177 200 1088.40% TOTAL NONOPERATING REVENUES (EXPENSES) 2,177 200 INCREASE (DECREASE) IN NET POSITION $ 1,020,053 $ 4,148,499 31 of 32  SAN ANTONIO HOUSING TRUST FINANCE CORP FY 2023 ‐ BUDGET TO ACTUAL ANALYSIS October 1 ‐ December 31, 2022 Annual Actual % of Budget Budget OPERATING REVENUES Fee Income Annual Issuer Fee 13,080 $ 136,720 TOTAL OPERATING REVENUES $ 13,080 $ 136,720 9.57% OPERATING EXPENSES Administrative Fee $ 10,061 $ 34,180 29.43% Professional Services Asset Management Services ‐ 7,750 Compliance Monitoring Services ‐ 3,600 Total Professional Services ‐ 11,350 0.00% TOTAL OPERATING EXPENSES $ 10,061 $ 45,530 22.10% OPERATING INCOME (LOSS) $ 3,019 $ 91,190 NONOPERATING REVENUES (EXPENSES) Interest Income ‐ Banks 27,163 90 30180.59% TOTAL NONOPERATING REVENUES (EXPENSES) 27,163 90 INCREASE (DECREASE) IN NET POSITION $ 30,182 $ 91,280 32 of 32