Palo Alto City Council
December 11, 2023

March 7, 2023
Offer for:

Palo Alto Downtown new parking & housing
RFI 185418
City of Palo Alto
Pri
mary Contact:

Felix AuYeung , Vic e president of Business Development (510) 426- 5667 | fauyeung@midpen -ho using.org
Midway - Phase 1, Daly City

Section
1 Statement of Interest
2 Statement of Experience

3 Project Concept
4 Project Cost Pro Forma
5 Project Team

Appendix

Attachment A – Proposer’s Information Form

STATEMENT OF INTEREST
T
hank you for the opportunity to participate in the Request for Interest (RFI) for the Palo Alto City- owned downtown parking sites. We are excited for the City’s vision to use these primarily surface parking lots for infill developments that enhance the downtown and meet the primary objectives of the RFI – to maximize the provision of affordable and workforce housing and to replace public parking. And we enthusiastically express our interest in partnering with the City to create public good on these sites, as their redevelopment represents both a meaningful step towards addressing the community’s housing needs while also providing public parking critical to ensuring the downtown’s vibrancy. These strategic sites can be redeveloped to replace low density parking uses with efficiently-constructed consolidated parking and high-quality rental affordable housing. Our goal would be to work with the City to deliver 200-300 new affordable rental opportunities on 5-7 sites, replace and expand public parking, and create a built environment and public realm that will enhance the already strong fabric of the downtown.

M
idPen brings deep experience in developing and operating affordable housing throughout the Bay Area. For over 50 years, MidPen has been working to address the Bay Area’s housing affordability challenges and has developed over 110 communities and 8,500 affordable homes for working and low-income families, seniors, and special needs households. MidPen has an exceptional track record of partnering with cities to produce housing that meets the community’s vision and becomes part of the neighborhood fabric. Our presence is especially strong on the Peninsula.

In
addition to developing housing, MidPen Property Management Corporation provides professional property management for our own developments, and MidPen Resident Service Corporation provides and coordinates onsite services programs for MidPen residents. Together, MidPen Development, Property Management, and Resident Services have won over 100 industry awards for excellence including two ULI Global Excellence awards.

W
e very much look forward to working with the City and the community to explore our development concept and bring to life a handful of high-quality developments over the next decade that meets the long-term goals for the City of Palo Alto.

S
incerely,
F
elix AuYeung
Vice President of Business Development
DocuSign Envelope ID: 028935AF-5B62-4FD6-8DBF-A1BE3A714406

STATEMENT OF EXPERIENCE
MidPen Housing Corporation (“MidPen”) is one of the nation’s leading non-profit developers, owners, and managers of high-quality affordable housing. MidPen employs over 500 people to develop and operate its growing property portfolio. In the 50+ years since it was founded, MidPen has developed over 110 communities and over 8,500 affordable homes for working and low-income families, seniors, and special needs individuals throughout Northern California. Given our deep roots on the Peninsula and in Silicon Valley, the majority of these homes are located in San Mateo and Santa Clara counties. Below, we profile several examples of our communities most relevant to the Palo Alto downtown parcels. In the appendices, we are also providing examples of our approach to community engagement, our work with public art, and a summary of project awards.

Below we provide information on 3 similar projects: Kiku Crossing (large downtown development with stand-alone public garage), Brooklyn Basin (4-phase urban infill development), and Station Center (transit- oriented development with stand-alone parking garage next to BART).

Kiku Crossing, San Mateo, County of San Mateo
Project Description
In 2018, MidPen Housing was selected by The City of San Mateo to redevelop two city-owned surface parking lots to replace and expand public parking and add affordable
housing opportunities downtown. The approach of the Kiku Crossing project is similar to our preliminary concept for the Palo Alto sites where parking and housing would be
designed and built separately to maximize efficiency,
number of homes, and number of parking stalls. The design of Kiku Crossing has housing consolidated on one parcel and parking for residential and public uses on the other parcel. This project demonstrates MidPen’s success with public parking design and construction that is high-quality, cost-effective, and integrated into the community.

Project Size
Housing Units: 225
Residential Parking Spaces: 164
Public Parking Spaces: 524 (replacing 235 spaces on surface lots for 289 net new public stalls) Overall Area: 1.16 acres for the residential building; 2.41 acres total with garage Project Financing

PERMANENT SOURCES PER UNIT
Amortizing Perm Loan, Tranche A $31,127,500 $189,802
Amortizing Perm Loan, Tranche B $12,839,100 $78,287
Tax Credit Investor Proceeds $14,627,536 $89,192
City Housing Funds $4,500,000 $27,439
County AHF $6,003,817 $36,609
Infill Infrastructure Grant $5,000,000 $30,488
Subordinate Surplus Cash Debt $6,817,000 $41,567

GP Equity (from MidPen) $5,000,000 $30,488
City Parking Funds $5,000,000 $30,488
Lease Payment Proceeds $10,500,000 $64,024
Total Development Cost $101,414,953 $618,384
Construction Timeline
Construction Start: January 2022
Construction End (projected): April 2024
Project Team
Project Owner: MidPen Housing Corporation
Property Management: MidPen Property Management Corporation Resident Services: MidPen Services Corporation
Architect: BAR Architects
Contractor: Devcon Construction, Inc.

Reference
Public Agency Contact Information: City of San Mateo, City Manager’s Office Name: Kathy Kleinbaum, Assistant City Manager
Phone number: 650.522.7153
Email: [email protected]
Brooklyn Basin, Oakland, County of Alameda (Phase I, II, III and IV) Pro
ject Description
In
June 2015, MidPen was selected by Signature
Development to be its affordable housing partner at
Brooklyn Basin in the development of 465 affordable units on two parcels within the masterplan. Construction
consists of four-story wood-f
rame b uildings over two-story
concrete podium parking structures. These projects are the result of an innovative and highly collaborative
public/private partnership, and what was once an
underutilized and mostly industrial site has been
tr
ansformed into a highly livable, walkable, accessible,
and beautifully designed district. MidPen’s success in
structuring and obtaining financing on complex multi-
phase projects is particularly relevant to the City of Palo Alto when considering development on multiple sites
within t
he downtown.

Project Size
Phase I: Paseo Estero 9% (hybrid)
Housing Units: 41
Residential Parking Spaces: 45
Overall Area: 0.74 acres

Phase I: Paseo Estero 4% (hybrid)
Housing Units: 60
Residential Parking Spaces: 65
Overall Area: 0.74 acres
Phase II: Vista Estero
Housing Units: 110
Residential Parking Spaces: 83
Overall Area: 0.74 acres
Phase III: Foon Lok West
Housing Units: 130
Residential Parking Spaces: 157
Overall Area: 1.16 acres
Phase IV: Foon Lok East
Housing Units: 124
Residential Parking Spaces: 144
Overall Area: 1.15 acres
Project Financing
Brooklyn Basin, Paseo Estero 9%, Phase I

PERMANENT SOURCES PER UNIT
Tax Credit Equity $24,946,520 $608,452
Amortizing Perm Loan, Tranche A $1,581,000 $38,561
Total Development Cost $26,527,529 $647,013
B
rooklyn Basin, Paseo Estero 4%, Phase I

PERMANENT SOURCES PER UNIT
Tax Credit Equity $16,905,414 $281,758
Amortizing Perm Loan, Tranche A $3,764,000 $62,734
Amortizing Perm Loan, Tranche B $11,712,000 $195,200
City of Oakland $5,350,000 $89,167
AHP $600,000 $10,000
Deferred Interest $34,428 $574
Deferred Fee $3,844,979 $64,084
Total Development Cost $42,210,821 $703,514
B
rooklyn Basin, Vista Estero, Phase II

PERMANENT SOURCES PER UNIT
Tax Credit Equity $27,117,644 $246,525
Amortizing Perm Loan, Tranche A $5,217,000 $47,418
Amortizing Perm Loan, Tranche B $12,520,000 $113,819
City of Oakland $12,320,000 $112,000
AHP $1,090,000 $9,909
Deferred Interest $40,049 $3,645
Deferred Fee $5,343,150 $48,575
Total Development Cost $63,647,690 $578,615
Br
ooklyn Basin, Foon Lok West, Phase III

PERMANENT SOURCES PER UNIT
Tax Credit Equity $47,174,859 $362,884
Amortizing Perm Loan, Tranche B $17,973,000 $138,254
City of Oakland $22,250,282 $171,157
HCD - NPLH $5,500,000 $42,308
Deferred Interest $275,087 $2,117
Deferred Fee $9,141,634 $70,321
Total Development Cost $102,314,862 $787,037
Br
ooklyn Basin, Foon Lok East, Phase IV

PERMANENT SOURCES PER UNIT
Amortizing Perm Loan, Tranche B $12,262,000 $98,888
City of Oakland $17,992,318 $145,100
CA Housing Accelerator $57,434,094 $531.798
Total Development Cost $87,688,912 $811,935
Construction Timeline
Construction Start (Phase I): December 2018
Construction End (Phase I): December 2020
Construction Start (Phase II): December 2018
Construction End (Phase II): December 2020
Construction Start (Phase III): July 2020
Construction End (Phase III): April 2022
Construction Start (Phase IV): June 2022
Construction End (Phase IV): February 2024
Project Team
Project Owner: MidPen Housing Corporation
Property Management: MidPen Property Management
Corporation Resident Services: MidPen Services Corporation Architect: HKIT Architects
Contractor: Nibbi Brothers General Contractor
Reference
Public Agency Contact Information: City of Oakland
Name: Christia Mulvey, Housing Development Manager
Phone number: 510.238.3623
Email: [email protected]
Station Center, Union City, County of Alameda (Phase I and II) Project Description
Station Center, a LEED Platinum-certified community, is pedestrian- friendly and located across the street from the Union City BART station.

This project was one component of transforming a previously underutilized 105-acre site into a vibrant, mixed-use, transit-oriented, city center where residents of all income levels live, work, shop, and play, and has become a cornerstone of the city’s revitalization effort. A relevant piece of Station Center for the City of Palo Alto is MidPen’s ability to build high-quality TOD housing with integrated structured parking. Station Center has been successful in meeting Union City’s vision of providing housing and placemaking to their budding Intermodal Station District. MidPen’s parking approach for Station Center provides 117 public parking spaces in addition to 10 dedicated parking spaces for retail. Station Center has been selected for numerous awards including Structures Award from the Silicon Valley Business Journal, Real Estate Deal of the Year from San Francisco Business Times, Award for Excellence from The Urban Land Institute, and Growing Smarter Together Public-Private Partnership Award from the Association of Bay Area Governments.

Project Size
Housing Units: 157
Residential Parking Spaces: 157
Public Parking Spaces: 127 (117 shared spaces, 10 retail spaces) Overall Area: 2.18 acres
Project Financing
Station Center Phase I

PERMANENT SOURCES PER UNIT
Tax Credit Equity $12,675,335 $126,754
Amortizing Perm Loan, Tranche A $3,527,008 $35,271
Amortizing Perm Loan, Tranche B $1,859,400 $18,594
City of Union City $20,462,171 $204,622
AHP Loan $990,000 $9,900
Environmental Green Grant $65,147 $652
Deferred Fee $100,000 $1,000
Total Development Cost $39,679,061 $396,791
Station Center Phase II

PERMANENT SOURCES PER UNIT
Tax Credit Equity $13,489,115 $236,652

Amortizing Perm Loan, Tranche A $2,063,985 $36,211
Amortizing Perm Loan, Tranche B $1,007,000 $17,667
City of Union City $5,212,198 $91,443
AHP $560,000 $9,825
Deferred Fee $600,000 $10,527
Total Development Cost $22,932,298 $402,321

Construction Timeline
Construction Start (Phase I): April 2010
Construction End (Phase I): October 2011
Construction Start (Phase II): March 2011
Construction End (Phase II): April 2012
Project Team
Project Owner: MidPen Housing Corporation
Property Management: MidPen Property Management Corporation Resident Services: MidPen Services Corporation
Architect: David Baker + Partners
Contractor: Barry Swenson Builder
Reference
Public Agency Contact Information: City of Union City
Name: Carmela Campbell, AICP Economic and Community Development Director Phone number: 510.675.5316
Email: [email protected]

Attachments
Property Profiles
MidPen Community Outreach
MidPen Public Art
MidPen Awards

KIKU CROSSING

FAMILY HOUSING
San Mateo, CA
Developer MidPen Housing Corp.

Property Management
and Resident Services
MidPen Property Management Corp.

MidPen Services
Development Type Multi-story, transit-oriented development; includes public parking garage on
adjacent block
Construction Type Residential - Type IIIA over Type IA
Garage - Type IA
Site Area: 1.16 acres; 2.41 acres total with garage
Density: 93 units / acre
Parking Ratio: .73 : 1 – 164 spaces (residential)
Development Profile Type No. Size (sf) Rent Range
Studio 66 380 $635-1801
1 BR 41 529 $732-1914
2 BR 59 784 $799-2822
3 BR 59 1029 $1212-2836
TOTAL 225
Amenities Community room with kitchen; after
school program classroom; laundry
facilities; bicycle parking; outdoor
courtyard and rooftop deck
Services Offered • Academically-based after school and
summer programs for youth
• Financial literacy courses
• Vocational development
• Health and wellness programs
• Computer lab and assistance
•Case Management / Supportive Services
• Connection to community resources
Resident Profile Households earning between 30%-80%
of the Area Median Income
Funders • City of San Mateo
• County of San Mateo
• Housing Authority of the County
of San Mateo
• Housing Endowment and Regional Trust
of San Mateo County (HEART)
• CalHFA
• Bank of America
• California Tax Credit Allocation Committee
• California Debt Limit Allocation Committee
Architect BAR Architects
Contractor Devcon Construction, Inc.

Kiku Crossing | 480 E. 4th Avenue, San Mateo, CA 94401
For more information contact: MidPen Housing | www.midpen-housing.org 303 Vintage Park Drive, Suite 250 | Foster City, CA 94404 | Tel: 650.356.2900 | email: [email protected] Kiku Crossing is the result of close partnership between MidPen Housing, the City of San Mateo, and San Mateo County to develop 100% affordable housing opportunities for Peninsula residents, including households experiencing homelessness, individuals with intellectual and/or developmental disabilities, public employees, and households who live and work in San Mateo. Construction on the
225 units began in January
2022 and will complete in
spring 2024.

MidPen and the City added 61
units to Kiku Crossing’s original
concept by leveraging Assembly
Bill 1763, the State Density
Bonus Law. This allows for
increased density and height
at transit-oriented properties when all units are below-market-rate. Construction of the affordable housing community also includes a five-story public parking garage on the next block which will open in Spring 2023.

Residents will enjoy several amenities, including a community room with kitchen, an outdoor courtyard and rooftop deck, and an after school program classroom. Services will be provided onsite by MidPen Services and coordinated with a network of service-provider partners. Kiku Crossing is centrally located in downtown San Mateo, close to transit, shopping, parks, and a library.

PASEO ESTERO

HIGH-DENSITY FAMILY HOUSING
Oakland, CA
Paseo Estero | 255 8th Avenue, Oakland, CA 94606
For more information contact: MidPen Housing | www.midpen-housing.org 303 Vintage Park Drive, Suite 250 | Foster City, CA 94404 | Tel: 650.356.2900 | email: [email protected] Brooklyn Basin is a new mixed-use, mixed-income district along Oakland’s waterfront, featuring over 3,000 new homes, creative retail, parks, and open spaces along 64 acres, and includes Paseo Estero, which provides 101 deeply affordable rental apartments for families. The result of an innovative and highly collaborative public/private partnership, what was once an underutilized and mostly industrial site, is being transformed into a highly livable, walkable, accessible and beautifully-designed district
to benefit generations to
come. T he City of Oakland
and Signature Development
Group, Brooklyn Basin’s
master developer, selected
MidPen to be the district’s
affordable housing partner in
2015.

Paseo Estero demonstrates
the vision and commitment of one of California’s largest and most diverse cities to build more affordable housing for its residents. Paseo Estero began construction in December 2018 and completed in December 2020.

MidPen is committed to sustainable development, including the use of advanced green building methods: recycled content materials; energy and water efficient appliances; photovoltaic and solar thermal systems; and drought- tolerant landscaping. Paseo Estero received LEED Silver certification.

Developer MidPen Housing Corp.

Property Management
Resident Services
MidPen Property Management Corp.

MidPen Services
Development Type New construction
Construction Type 4-story wood frame over 2-story podium base
Site Area: .98 acre
Density: 103 units / acre
Parking Ratio: 1.09 : 1 – 110 spaces
Development Profile Type No. Unit Size (sf)
1 BR 36 550
2 BR 15 850
3 BR 50 1,100
TOTAL 101
Amenities Community room; computer lab; fitness
center; courtyard with outdoor seating;
secured bicycle storage; playground;
learning center; Brooklyn Basin parks and
open spaces
Services Offered Adult Services Programming:
• Financial capabilities courses
• Workforce development
• Health and wellness programs
• ESL courses
Youth Services Programming:
• Academically-based after school and
summer programs
• Leadership skills
• Engagement in career paths and
college exploration
Connection to Community Resources
Resident Profile Families earning up to 60% of the Area Median Income
Funders • City of Oakland
• Oakland Housing Authority
• California Tax Credit Allocation
Committee
• California Municipal Finance Agency
• Federal Home Loan Bank of San
Francisco
• Freddie Mac
• Wells Fargo
Architect HKIT Architects
Contractor Nibbi Brothers General Contractors

VISTA ESTERO

HIGH-DENSITY SENIOR HOUSING
Oakland, CA
Developer MidPen Housing Corp.

Property Management MidPen Property Management Corp.

Development Type New construction
Construction Type 4-story wood frame over 2-story podium base Site Area: .74 acres
Density: 148 units / acre
Parking Ratio: .75 : 1 – 83 spaces
Development Profile Type No. Size Units (sf)
1 BR 106 596
2 BR 4 819
TOTAL 110
Amenities Community room; computer lab; balance
studio; courtyard; secured bicycle storage;
arts and crafts room; Brooklyn Basin
neighborhood amenities
Services Offered Health & Wellness Programming:
• Care coordination and case management
• Functional independence assessments
• Movement classes
• Health fairs/health screens
• “Brown Bag” food assistance programs
• Independent living classes
• Safety education
Quality of Life Social Programming:
• Holiday celebrations
• Field trips
• Other social events
Connection to Community Resources
Resident Profile Seniors earning up to 60% of the Area Median Income
Funders • City of Oakland
• Oakland Housing Authority
• California Tax Credit Allocation Committee
• California Municipal Finance Agency
• Federal Home Loan Bank of San Francisco
• Freddie Mac
• Wells Fargo
Architect HKIT Architects
Contractor Nibbi Brothers General Contractors
Vista Estero | 285 8th Avenue, Oakland, CA 94606
For more information contact: MidPen Housing
303 Vintage Park Drive, Suite 250 | Foster City, CA 94404 | Tel: 650.356.2900 | email: [email protected] Brooklyn Basin is a new mixed-use, mixed-income district along Oakland’s waterfront, featuring over 3,000 new homes, creative retail, parks, and open spaces along 64 acres, and includes Vista Estero, which provides 110 deeply affordable rental apartments for seniors. The result of an innovative and highly collaborative public/private partnership, what was once an underutilized and mostly industrial site, is being transformed into a highly livable, walkable, and beautifully-designed community
to benefit generations to come. In
2015, the City of Oakland and Brooklyn
Basin’s master developer, Signature
Development Group, selected MidPen
Housing to be the district’s affordable
housing partner.

Vista Estero demonstrates the vision
and commitment of one of California’s
largest and most diverse cities to
build more affordable housing for its residents. Vista Estero began construction in December 2018 and completed in December 2020. The community has employed several green building features, and received LEED Silver certification.

Vista Estero’s design supports the goal of healthy living, allowing seniors to age in place and continue to live active and enriched lives. Through a network of service providers, MidPen Services coordinates onsite programs for its senior residents.

FOON LOK WEST

FAMILY HOUSING
Oakland, CA
Foon Lok West | 311 9th Avenue, Oakland, CA 94606
For more information contact: MidPen Housing | www.midpen-housing.org 303 Vintage Park Drive, Suite 250 | Foster City, CA 94404 | Tel: 650.356.2900 | email: [email protected] Foon Lok West is a part of Brooklyn Basin, a master-planned community along Oakland’s waterfront that will provide
over 3,100 new homes for people of all ages, income levels and walks of life within a vibrant, 64-acre, mixed-use district that includes retail, parks and open spaces. Foon Lok means “Joyous Community” in Cantonese. The community completed construction in summer 2022 with 130 affordable rental apartments for low- and extremely low-
income working families
and individuals experiencing
homelessness.

Foon Lok West is the third
of MidPen’s four phases of
affordable housing development
at Brooklyn Basin, and is
followed by Foon Lok East.

Though constructed in separate
phases, the communities will operate as one property when both phases are completed. It is located across from Brooklyn Basin’s renovated and repurposed 9th Ave. Terminal and Township Commons public park.

Residents of Foon Lok West will enjoy community amenities including a multi-purpose community room, computer lab, learning center, secured bicycle parking, and a landscaped courtyard with playground and BBQ area.

Developer MidPen Housing Corp.

Property Management
Resident Services
MidPen Property Management Corp.

MidPen Services
Development Type 6-Story New Construction
Construction Type Type III Wood over Type I Concrete
Site Area: 1.16 acres
Density: 112 units / acre
Parking Ratio: 1.28 : 1 – 167 spaces
Development Profile Type No. Unit Size (sf)
1 BR 48 630
2 BR 35 870
3 BR 47 1,075
TOTAL 130
Amenities Community room; learning center;
computer lab; meeting rooms and offices;
landscaped courtyard with play area and
BBQ; bicycle parking; laundry facilities
Services Offered Adult Services Programming:
• Financial capabilities courses
• Workforce development
• Health and wellness programs
Youth Services Programming:
• Academically-based after school and
summer programs
• Leadership skills
• Engagement in career paths and college
exploration
Case Management and Supportive
Services
Connection to Community Resources
Resident Profile Families and individuals earning up to 60% of the Area Median Income
Funders • City of Oakland
• Oakland Housing Authority
• County of Alameda
• California Department of Housing and
Community Development - No Place Like
Home Program
• California Tax Credit Allocation Committee
• California Municipal Financing Agency
• Wells Fargo
• California Community Reinvestment
Corporation
Architect HKIT Architects
Contractor Nibbi Brothers General Contractors

FOON LOK EAST

FAMILY HOUSING
Oakland, CA
Foon Lok East | 389 9th Avenue, Oakland, CA 94606
For more information contact: MidPen Housing | www.midpen-housing.org 303 Vintage Park Drive, Suite 250 | Foster City, CA 94404 | Tel: 650.356.2900 | email: [email protected] Foon Lok East is a part of Brooklyn Basin, a master-planned community along Oakland’s waterfront that will provide over 3,100 new homes for people of all ages, income levels and walks of life within a vibrant, 64-acre, mixed-use district that includes retail, parks and open spaces. Foon Lok means “Joyous Community” in Cantonese. The community will provide 124 affordable rental apartments for low- and extremely low-income working families and individuals experiencing
homelessness.

Foon Lok East is the fourth
and final phase of affordable
housing development at
Brooklyn Basin, totaling 465
units. Foon Lok East and
neighboring Foon Lok West
are tied together structurally
at the podium garage, and will
operate as one property once Foon Lok East is completed. It is located across from Brooklyn Basin’s renovated and repurposed 9th Ave. Terminal and Township Commons public park.

Residents of Foon Lok West will enjoy community amenities including a multi-purpose community room, computer lab, learning center, secured bicycle parking, and a landscaped courtyard with playground and BBQ area.

Developer MidPen Housing Corp.

Property Management
Resident Services
MidPen Property Management Corp.

MidPen Services
Development Type 6-Story New Construction
Construction Type Type III Wood over Type I Concrete
Site Area: 1.16 acres
Density: 108 units / acre
Parking Ratio: 1.16 : 1 – 144 spaces
Development Profile Type No. Unit Size (sf)
1 BR 41 620
2 BR 39 830
3 BR 44 1,120
TOTAL 124
Amenities Community room; learning center;
computer lab; meeting rooms and offices;
landscaped courtyard with play area and
BBQ; bicycle parking; laundry facilities
Services Offered Adult Services Programming:
• Financial capabilities courses
• Workforce development
• Health and wellness programs
Youth Services Programming:
• Academically-based after school and
summer programs
• Leadership skills
• Engagement in career paths and college
exploration
Case Management and Supportive
Services
Connection to Community Resources
Resident Profile Families and individuals earning up to 60% of the Area Median Income
Funders • City of Oakland
• Oakland Housing Authority
• California Department of Housing and
Community Development - No Place Like
Home Program
• California Department of Housing and
Community Development - California
Housing Accelerator
• Wells Fargo
• Century Housing
Architect HKIT Architects
Contractor Nibbi Brothers General Contractors

STATION CENTER

MIXED-USE, TRANSIT-ORIENTED FAMILY HOUSING
Union City, CA
Developer MidPen Housing Corp.

Property Management MidPen Property Management Corp.

Development Type New, transit-oriented, high density, 4-story and 6-story family housing with detached garage
Construction Type Phase I: Types I & III, wood over concrete podium Phase II: Type V, wood frame
Garage: Type I, concrete
Site Area: 2.18 acres
Density: 72 units / acre
Parking Ratio: 1 : 1 – 157 spaces
(plus 117 shared spaces, 10 retail spaces)
Development Profile Type No. Size Units (sf)
1 BR 33 625
2 BR 74* 875
3 BR 50 1,125
TOTAL 157
*Includes two 2-bedroom manager units
Amenities Community room; computer center and
services meeting room; fitness center; tot lot/
play area; community gardens; swimming
pool; two resident lounges
Services Offered Youth after school & summer programs
Financial literacy classes
Tutoring
Computer training
Nutrition and cooking classes
Connection to community resources
Resident Profile Families earning between 30% and 50% of the Area Median Income
Funders • Redevelopment Agency
of the City of Union City
• Housing Authority of the County of Alameda
• JPMorgan Capital Corp.
• Chase
• Union Bank
• California Community Reinvestment
Corporation
• California Tax Credit Allocation Committee
• Federal Home Loan Bank of San Francisco
Architect David Baker + Partners
Contractor Barry Swenson Builder
Station Center | 348888 Eleventh Street, Union City, CA 94587 For more information contact: MidPen Housing
303 Vintage Park Drive, Suite 250 | Foster City, CA 94404 | Tel: 650.356.2900 | email: [email protected] Station Center is at the heart of the City of Union City’s vision to create the Station District, a vibrant city center bustling with attractive store fronts, community parks and high-quality housing. In the Station District people of all income levels live, work, shop and play near public transportation and jobs.

This is smart growth at its best.

Designed by award-winning architect David Baker + Partners, Station Center provides workforce housing in an innovative plan that attractively wraps apartment buildings around common
areas to create an open feel. The
main entrance, a towering open-
arch, reveals a series of unique
spaces where neighbors gather
both indoors and outdoors. There
are gardens, playgrounds, a fitness
facility, a pool and a community
room for programs and services
for youth residents and adults.

Station Center also includes 8,600
square feet of commercial space on the ground level.

Sustainability and green design is a top priority with Station Center, which has achieved LEED Platinum Certification; and with stores, restaurants, BART and bus lines in close proximity, residents are able to walk and take public transportation. Station District is a model for urban infill development.

PROJECT CONCEPT
The 12 city-owned parking lots in downtown Palo Alto present an incredible opportunity to provide high-quality affordable housing while replacing and expanding public parking to ensure a healthy and vibrant downtown. MidPen’s approach would be to work collaboratively with the City to conduct community outreach, collect key stakeholder input, propose an ultimate strategy and program, and execute on building out the developments one by one over the next decade. MidPen has direct experience working with public entities on affordable housing developments that have catalyzed redevelopment of surface parking lots. This work includes Kiku Crossing, 225 homes in downtown San Mateo, and Station Center, 100 homes adjacent to BART in Union City, both of which feature significant replacement public parking components. We will leverage this experience to work with Palo Alto to arrive on a development plan that meets housing, parking, and urban design goals. Our preliminary concept is outlined below.

Site Selection
Given the relatively small size of the parking lot sites, MidPen envisions building a series of scattered-site developments, each targeting 41 homes, sized to both fit the small sites and to maximize leverage of the 9% Low Income Housing Tax Credit (LIHTC) program. To optimize cost efficiency, we propose identifying the most developable sites for housing and using the remaining lots to consolidate replacement public parking and off-site residential parking. This approach eliminates the need for podiums on the small housing sites, where parking will be both difficult to fit and expensive, and will allow the apartments to be simple Type V buildings. Residential parking will instead be combined with public parking in parking structures, which are much more efficient to build. We have direct experience with this approach at Kiku Crossing, Station Center, and parts of the Midway Village redevelopment.

In evaluating the 12 parking lots, we believe Lots A, D, E, G, N, P, and T have housing development potential, recognizing that Lot D has a garage plan already proposed, Lot E is very small and may be more suitable for a 51-home senior development, Lot G may displace a farmer’s market, and Lot P will require some vehicular circulation considerations. We propose construction to be timed such that a new parking structure will first create parking capacity, then housing developments will follow that will remove the public parking use from those sites and generate resident parking needs to be met in the new parking structure. When the first parking structure’s capacity is fully used up, the City can evaluate the success of the approach, then if desired, move on to the next group of parking structure and new housing developments.

Housing
There is tremendous unmet need for affordable rental homes serving the Peninsula workforce.

MidPen’s concept plans to leverage the full power of the 9% LIHTC program to finance the proposed developments, and as such, will adhere to its program requirements. All sites (except for Lot E) are proposed to serve families, and will be composed of a mix of unit types from studios to three-bedroom apartments, with a minimum of 25% of the homes at the three-bedroom size and a minimum of another 25% at two-bedroom. Affordability targets will range from 30% AMI to up to 80% AMI, with each project average at not higher than 50% AMI. We look to community input to best determine the unit and income mix. For Lot E, senior housing may be better suited, and those would be primarily one-bedroom in size, serving incomes from 30% to 50% AMI. With this approach, we believe we can deliver 200-300 rental homes on 5-7 sites.

Parking
We believe parking needs have shifted since the onset of COVID-19. The continuation of remote or hybrid work, the prevalence of ride-share, the conversion to electric vehicles, the burgeoning adoption of electric bikes and scooters, and the possibility of driver-less vehicles will likely have impact on downtown parking needs relative to the study results from ten years ago. We suggest revisiting the current utilization rate of each lot and evaluating the need for full replacement plus additional public parking in the downtown.

Our concept proposes to consolidate parking on key lots through efficient, cost-effective, above- ground, parking structures. With access to high-quality transit in downtown Palo Alto, we propose to park future residents at 0.5:1 ratio of dedicated off-site parking stalls to homes, and leverage shared parking arrangements during off hours such as overnight and possibly weekend parking. Thus, our concept may need between 100-150 dedicated residential parking stalls by final build-out. For convenience, each building will have several on-site, short-term, “white-curb” parking stalls to allow residents to drop off groceries or pick up family members.

This concept has some inherent flexibility and future adaptability. For example, if the City proceeded with the Lot D parking garage and created 324 spaces, it would be enough to replace the 84 surface stalls currently on Lot D and provide a “surplus” of 240 stalls. We could then develop Lots G, N, and T for affordable housing, displacing 152 existing public parking stalls on those three sites and creating a need for 63 new residential parking spaces. That reduces the 240 “surplus” stalls to 25 spaces, and offers an opportunity to reflect on how the program is working and whether parking needs have shifted again several years from now, to inform the plan for the next group of garage and developments.

Building Type
We are anticipating the housing to be built as efficient Type V, wood-frame, 4-story buildings, which would be under the 50’ height allowance. By locating parking in off-site, structured, stand-alone, above-grade, parking garages, it optimizes the design and costs for both the housing and the parking buildings. We intend to avoid below-ground parking because of high costs, and because they are highly inefficient on small sites.

The parking objectives of the City require balancing cost-effective design with creating a pedestrian- scaled, active streetscape. By moving residential parking off-site, the apartment buildings will have residents living on the ground level and human-scale interface at the street. We look forward to working collaboratively with the City and stakeholders to explore solutions to provide a high-quality public realm while meeting parking and housing objectives in a cost-effective way.

Financing Approach
MidPen brings extensive LIHTC affordable housing experience and real-time knowledge of financing sources for affordable rental housing and site-wide infrastructure. We believe that accessing 9% LIHTC funding represents the most feasible approach to financing these developments at this time given the parcel sizes and height limitations, as well as the extreme competition for tax-exempt bonds in the Bay Area region that acts as a barrier to 4% tax credits. This execution will require significant coordination and navigating through competitive funding processes. MidPen has deep experience with the California 9% tax credit program. Since 2020, MidPen has successfully financed 18 projects, including nine projects that were awarded 9% tax credits.

MidPen would seek to compete for 9% tax credits for each housing parcel as separate projects, under different rounds, due to the limited amount of credits available in any particular round. The size of each project proposed here has been scaled to conform to the amount of tax credits available under the South and West Bay Geographic Region Allocation Limit. This optimal size is roughly 41 family homes, which fits well with the scale of the sites and optimal cost-effective building typology. It is important to note that the size of the geographical set-aside is variable from round to round (depending on prior round awards), and MidPen would be monitoring and structuring projects to best fit with the funding available. This incremental, scattered-site approach avoids the need for a very large lump sum amount of subsidy that would be required to move all sites forward concurrently.

Our team stays up to date on all funding regulations and changes, and works nimbly to constantly explore new and creative funding streams that efficiently leverage local, State, and Federal sources.

Innovation in financing is foundational to our approach and our success; we routinely evaluate and maintain eligibility for multiple financing paths to ensure our projects can proceed even if, or rather when, external circumstances change. Our team’s outstanding development track record during these past several years of extreme competition demonstrates our ability to get things done.

PROJECT PROFORMA
Proposed Financing Approach: Palo Alto Sites
Given the scale and development capacity of the sites, MidPen’s approach is to structure the 100% affordable housing concept to be competitive for 9% tax credits. This scenario would minimize gap subsidy required. Due to the $2.5 million federal credit cap, which functions to limit the size of a feasible project, each proposed phase is sized at 41 family homes.

Low Income Housing Tax Credits
One of MidPen’s core areas of expertise is the ability to successfully compete for 9% and 4% Tax Credits, allocated by California Tax Credit Allocation Committee (CTCAC). Generally, and because 4% tax credits are now competitive due to shortage of state tax-exempt bonds that must be coupled with 4% tax credits, we prefer 9% tax credits since it raises more equity than 4% tax credits, and allows us to proceed with fewer soft sources. The drawback has been a severe limitation in project size, because of the $2.5 million federal credit cap and the limited geographical region allocation.

However, this project size constraint works in favor of Palo Alto because it aligns with the small sizes of the available sites.

With the downtown sites being in a High Resource Area, we are well-positioned to structure the project for either funding path. MidPen has a strong track record competing for both 9% and 4% credits. Since 2020, MidPen has financed 18 development projects: 9 of these projects utilized competitive 9% tax credits, 6 utilized 4% tax credits, and 3 took advantage of limited awards of California Housing Accelerator funds. 4 of these projects utilized AHP. MidPen has also financed one of the State’s first 9%/4% hybrid projects at Brooklyn Basin in Oakland, demonstrating our capability with complex funding approaches.

Beyond Tax Credits
In addition to 9% tax credit equity, which would efficiently finance over 60% of the total development cost, each project phase would be financed with a conventional permanent loan supported by rental income. The financing scenario below assumes the remaining project gap is financed with Federal Home Loan Bank Affordable Housing Program (AHP) funds, and local and state funding sources.

AHP funds are awarded annually through a competitive process to bank members who sponsor developer applications. In the past 5 years, MidPen has secured 9 AHP awards totaling $8.5MM.

MidPen has a 30-year track record with the AHP grant program and has secured nearly 50 awards since 1990. The scenario below assumes that the land is contributed to the projects, which helps with AHP scores.

In terms of State sources, MidPen has been at the forefront of structuring and accessing these competitive funding sources, with experience utilizing AHSC (Affordable Housing Sustainable Communities), IIG (Infill Infrastructure Grant), NPLH (No Place Like Home), VHHP (Veteran Housing and Homelessness Prevention), Joe Serna Jr. (Farmworker Housing Grant Program), and MHP (Multifamily Housing Program) in recent years. Because state funding regulations change every year, MidPen will collaborate with the City to target sources that best fit each phase at the time just prior to funding applications.

The City contribution request is $100,000 per home. The proforma numbers reflect current assumptions on costs and financing terms and reflect our knowledge of local market dynamics. Total development cost for 41 family homes is estimated at $36.8 million, or just under $900,000 per home.

Embedded in this cost is the 0.5:1 parking cost; each phase will pay for 21 stalls in the parking garage (that would be dedicated to the housing development via an exclusive use easement). Cost per stall, which will depend on the garage design, is projected at $42,000 before overhead; this estimate is adjusted for inflation based on our most recent design-build garage at Kiku Crossing.

Preliminary Sources and Uses

ASSUMPTIONS
Units 41
Acres 0.33 ─ 0.5
Density 82+
Project Type Family - 1-3 bedrooms
Affordability 30-60% AMI
Residential Parking 21
Parking Ratio 0.5
Stories 4

SOURCES
Sources Total Per Unit
Amortizing Perm Loan $3,830,093 $93,417
Tax Credit Investor Proceeds $22,567,285 $550,422
AHP $600,000 $14,634
State Funding $5,711,379 $139,302
City Contribution $4,100,000 $100,000
Total $36,808,757 $897,775

USES
Uses Total Per Unit
Acquisition $140,001 $3,415
Hard Cost $26,432,334 $644,691
Architecture and Engineering $1,894,500 $46,207
Construction Financing $2,853,683 $69,602
Permanent Financing $108,301 $2,641
Legal $185,000 $4,512
Reserves $380,445 $9,279
Other Soft Cost $2,614,493 $63,768
Developer Fee $2,200,000 $53,659
Total $36,808,757 $897,775
Please see more details in the attached proforma sheets.

Financial Wherewithal
MidPen’s commitment to serving low-income residents is supported by our operational and financial strength. Our consolidated total assets are worth over $1.3 billion, representing over 100 properties serving low and very low-income residents. Additionally, MidPen maintains $72 million in unrestricted cash and liquid investments, which we deploy to further affordable housing goals, in part as bridge loans to assist our pipeline projects with land acquisition, pre-development activities, and accelerating draws waiting for reimbursements, when needed. MidPen’s team of more than 50 real estate professionals has the experience and real-time knowledge of financing sources for affordable rental housing. This strong financial position means that MidPen commands top pricing from our lenders and investors, further enhancing our ability to secure the resources needed for our projects at the most competitive prices. These assets provide us with significant resources to manage and maintain our current communities, support new development, and maintain a solid position in the event of economic uncertainty.

PALO ALTO HOUSING SITE 41 UNITS

PROJECT SUMMARY
LAND CONSTRUCTION SOURCES total per unit Yr 1 Yr 5 Yr 10 Yr 15 Yr 30 Acreage 0.50 acres Construction Loan 26,623,124$ 649,344 $ 2023 2027 2032 2037 2052 Density 82 units/acre Tax Credit Investor Proceeds 3,385,078$ 82,563 $ Effective Gross Income 834,959$ 921,638$ 1,042,749$ 1,179,775$ 1,708,666$ # of Stories 4 AHP 600,000 $ 14,634$ Operating Expenses (369,000)$ (423,436)$ (502,909)$ (597,298)$ (1,000,683)$ City of Palo Alto 4,100,000$ 100,000$ Services Expenses (61,500)$ (70,573)$ (83,818)$ (99,550)$ (166,780)$ BUILDING total 34,708,202$ 846,542$ Reserves (20,500) $ (20,500)$ (20,500)$ (20,500)$ (20,500)$ Residential (Leasable) 33,825 sf Net Operating Income 383,959$ 407,130$ 435,522$ 462,427$ 520,702$ Circulation & Common 10,965 sf PERMANENT SOURCES total per unit Debt Service (333,877)$ (333,877)$ (333,877)$ (333,877)$ (309,889)$ Garage 6,300 sf Amortizing Perm Loan, Tranche A3,830,093$ 93,417 $ Net Cash Flow 50,082 $ 73,252$ 101,645$ 128,550$ 210,813$ Tax Credit Investor Proceeds 22,567,285$ 550,422 $ DCR 1.15 1.22 1.30 1.39 1.68 AHP 600,000 $ 14,634$
PARKING City of Palo Alto 4,100,000$ 100,000$
# of residential spaces 21 HCD 5,711,379$ 139,302$ residential parking ratio 0.51 total 36,808,757$ 897,775$ Operating Expenses$9,000 per unit Annual Escalation 3.5%
UNIT MIX Resident Services Fee $1,500 per unit
Unit Type # Units Average Rent ACQUISITION total per unit Replacement Reserves$500 per unit Studios/SRO 0 Acquisition 140,001 $ 3,415$
1-Bedroom 10 $1,531 Hard Cost 26,432,334$ 644,691$ 2-Bedroom 20 $1,828 Architecture and Engineering 1,894,500$ 46,207 $ 3-Bedroom 10 $2,105 Construction Financing 2,853,683 $ 69,602$ 4-Bedroom 0 Permanent Financing 108,301 $ 2,641$ Manager's Units 1 Legal 185,000 $ 4,512$
Total Unit Count 41 Reserves 380,445$ 9,279$ Average Affordability 50% Other Soft Cost 2,614,493$ 63,768$ Developer Fee 2,200,000$ 53,659$
TOTAL DEVELOPMENT COSTS 36,808,757$ 897,775$
Debt Coverage Ratio 1.15
Construction Rate 7.50%
Permanent Rate 7.50%
Perm Loan Amortization 35 yrs.

Credit & Equity 22,567,185$
Price/ Raise 0.90 $
Basis Boost Yes
Tax Credit Eligible 100%
USES

FINANCING ASSUMPTIONS

TAX CREDIT ASSUMPTIONS

OPERATING & SERVICES EXPENSE

SITE, BUILDING AND UNIT DETAILS SOURCES CASH FLOW

PALO ALTO HOUSING SITE 41 UNITS

SOURCES AND USES
Construction Period Sources Lender Rate Loan Term Amount Construction Loan 7.50% 23 months 26,623,107 $
Tax Credit Investor Proceeds 3,385,093 $
AHP 600,000 $
City of Palo Alto 4,100,000 $
Total Sources 34,708,200 $
Total Development Costs 34,708,200 $
SURPLUS / (GAP) - $
Permanent Sources Lender Rate
Amortization
Period Amount
Amortizing Perm Loan, Tranche A 7.50% 35 yrs. 3,830,093 $ Tax Credit Investor Proceeds n/a n/a n/a 22,567,285 $
AHP 600,000 $
City of Palo Alto 4,100,000 $
HCD 5,711,378 $
Total Sources 36,808,756$
Total Development Costs 36,808,756$
SURPLUS / (DEFICIT) -$
PDU 897,775$
Tiebreaker 56.76%
Uses of Funds Residential Commercial Eligible Basis Construction Period Direct Land Cost 1 $ -$ -$ 1$ Title & Escrow -- Land Closing 15,000 $ - $ -$ 15,000$ Legal - Acquisition and Condo Map 25,000 $ - $ -$ 25,000$ Demolition and Land Remediation 100,000 $ - $ n/a 100,000 $ TOTAL LAND COST/ ACQUISITION COST 140,001$ - $ -$ 140,001$ Hard Costs Residential Commercial Eligible Basis Construction Period Off-Site Improvements 500,000 $ - $ 500,000$ 500,000$ Site Work 1,000,000 $ - $ 1,000,000$ 1,000,000$ Residential Structures 17,916,000 $ - $ 17,916,000$ 17,916,000$ Residential Parking 882,000 $ - $ 882,000$ 882,000$ Photovoltaic System 223,950 $ - $ 223,950$ 223,950$ Construction Cost Escalation 2,062,195 $ - $ 2,062,195$ 2,062,195$ TOTAL SITE WORK AND STRUCTURES 22,584,145$ - $ 22,584,145$ 22,584,145$ General Requirements 680,524 $ - $ 680,524$ 680,524$ Contractor Overhead and Profit 721,968 $ - $ 721,968$ 721,968$ General Liability Insurance and Bond 481,312 $ - $ 481,312$ 481,312$ Contractor's Contingency 700,940 $ - $ 700,940$ 700,940$ Owner Hard Cost Contingency 1,263,444 $ - $ 1,263,444$ 1,263,444$ TOTAL NEW CONSTRUCTION COSTS 26,432,334 $ - $ 26,432,334$ 26,432,334$ Architecture and Engineering Residential Commercial Eligible Basis Construction Period Architecture Design 1,100,000$ - $ 1,100,000$ 1,100,000$ Architecture Construction Admin 250,000$ - $ 250,000$ 250,000$ TOTAL ARCHITECTURE 1,350,000 $ - $ 1,350,000$ 1,350,000$ Civil, Survey, SWPPP 106,000$ - $ 106,000$ 106,000$ Geotech (report and testing) 18,500$ - $ 18,500$ 18,500$ Materials Testing 109,000$ - $ 109,000$ 109,000$ CEQA, NEPA (Inc. phase 1 and 2) 15,000$ - $ 15,000$ 15,000$ VE/Const Estimating 5,000$ - $ 5,000$ 5,000$ Joint Trench 61,000$ - $ 61,000$ 61,000$ Waterproofing 23,000$ - $ 23,000$ 23,000$ Energy Consultant/HERS Rater 32,000$ - $ 32,000$ 32,000$ Construction Management 175,000$ - $ 175,000$ 175,000$ TOTAL ENGINEERING 544,500 $ - $ 544,500$ 544,500$ TOTAL ARCHITECTURE AND ENGINEERING 1,894,500$ - $ 1,894,500$ 1,894,500$ Construction Interest & Fees Residential Commercial Eligible Basis Construction Period Construction Loan Interest 2,229,685 $ - $ 1,064,924$ 2,229,685$ Origination Fees / Application Fees 199,673 $ - $ 199,673$ 199,673$ 15% during construction
PDF Proforma
PALO ALTO HOUSING SITE 41 UNITS

SOURCES AND USES
PDF Proforma
Lender Expenses (incl site visits, not legal) 65,000 $ - $ 65,000$ 65,000$ Taxes (During Construction) 20,000 $ - $ 20,000$ 20,000$ Insurance (Builders' Risk, General Liability) 264,323$ - $ 264,323$ 264,323$ Title and Recording 75,000 $ - $ 75,000$ 75,000$ TOTAL CONSTRUCTION FINANCING2,853,682$ - $ 1,688,921$ 2,853,682$ Permanent Financing Residential Commercial Eligible Basis Construction Period Origination Fees / Application Fees 38,301 $ - $ -$ -$ Title & Recording 25,000 $ - $ -$ -$ Lender Expenses 20,000 $ - $ -$ -$ Soft Lender Fees 25,000 $ - $ -$ -$ TOTAL PERMANENT FINANCING 108,301$ - $ -$ -$ Legal Fees Residential Commercial Eligible Basis Construction Period Const. Lender Legal Paid by Applicant 75,000 $ - $ 75,000$ 75,000$ Legal Fees -- General Consulting 15,000 $ - $ 15,000$ 15,000$ Legal Fees -- Const. Loan Closing 45,000 $ - $ 45,000$ 45,000$ Legal Fees -- Perm Loan Closing 15,000 $ - $ -$ -$ Legal Fees - Syndication 35,000 $ - $ -$ 35,000$ TOTAL LEGAL 185,000$ - $ 135,000$ 170,000$ Reserves Residential Commercial Eligible Basis Construction Period Operating Reserve (3-6 mos debt and op) 380,445$ - $ -$ -$ TOTAL RESERVE COSTS 380,445$ - $ -$ -$ Other Project Costs Residential Commercial Eligible Basis Construction Period Appraisal Cost 5,000 $ - $ 5,000$ 5,000$ TCAC App/Allocation/Monitoring Fees 118,810 $ - $ -$ 202,000$ Impact Fees 1,146,248 $ - $ 1,146,248$ 1,146,248$ Permit Processing Fees 479,600 $ - $ 479,600$ 479,600$ Marketing 200,000 $ - $ -$ 200,000$ Furnishing 150,000 $ - $ 150,000$ 150,000$ Market Study 20,000 $ - $ -$ 20,000$ Prevailing Wage Monitor 50,000 $ - $ 50,000$ 50,000$ Audit 30,000 $ - $ -$ -$ Syndication Consultant 90,000 $ - $ -$ 90,000$ Printing 5,000 $ - $ 5,000$ 5,000$ Other: Advanced Leasing Staff 100,000 $ - $ -$ 100,000$ Soft Cost Contingency 219,835 $ - $ 219,835$ 219,835$ TOTAL OTHER COSTS 2,614,493$ - $ 2,055,683$ 2,667,683$ SUBTOTAL PROJECT COSTS 34,608,756$ - $ 32,206,438$ 34,158,200$ Developer Costs Residential Commercial Eligible Basis Construction Period Developer Overhead/Profit 2,200,000 $ - $ 2,200,000$ 550,000$ TOTAL DEVELOPER COSTS 2,200,000$ - $ 2,200,000$ 550,000$ TOTAL PROJECT COSTS 36,808,756 $ - $ 34,406,438$ 34,708,200$ Total Sources Total Sources 36,808,756 $
Gap: Surplus/(Deficit) Gap: Surplus/(Deficit) - $

PROJECT TEAM
MidPen Housing Corporation
MidPen Housing Corporation’s mission is to provide safe, affordable housing of high quality to those in need; to establish stability and opportunity in the lives of residents; and to foster diverse communities that allow people from all ethnic, social, and economic backgrounds to live in dignity, harmony, and mutual respect. MidPen consists of three distinct corporations working closely together to promote and achieve this mission:

MidPen Housing Corporation drives all of the development efforts including property acquisition, planning, design, entitlements, construction, historic renovation, and existing property rehabilitation. It also houses all administrative functions: Finance, Human Resources, and Information Technology.

MidPen Property Management Corporation provides extensive experience in all aspects critical to property management including compliance, operations, training, facility maintenance, and community relations.

MidPen Resident Services Corporation provides and coordinates onsite support programs to help our residents advance, which include but are not limited to: computer and vocational training, academically based after school programs for youth, financial capabilities classes, health and wellness programs, and community referrals.

Development Team
MidPen’s dedicated Development Team, consisting of 50 professionals, expertly manages the interconnected stages of the complete development process: community engagement, design and entitlements, assemblage of financing, construction, and lease‐up. MidPen’s developments are award-winning and nationally recognized. We are proud to have received the following awards for our communities: Gold Nugget Award of Merit from the Pacific Coast Builders Conference for Paseo Estero & Vista Estero (Brooklyn Basin, Oakland), All-Electric Showcase Award from Silicon Valley Clean Energy for Edwina Benner Plaza (Sunnyvale), and a Structures Award from the Silicon Valley Business Journal for Sequoia Belle Haven (Menlo Park).

Since 2020, MidPen has successfully financed 18 projects, representing over 1,000 homes. All projects received top of the market pricing for tax credits in this extremely competitive financing environment. Our pipeline is characterized by innovative residential infill projects that are designed to meet the needs of the communities in which they are located. MidPen continues to expand the limits of what is possible in the affordable housing industry by proving new concepts in meeting the diverse housing needs in the greater Bay Area. Through close, effective collaboration with local partners, MidPen creates vibrant communities that enhance neighborhoods, integrate a variety of uses harmoniously, and optimize infill sites through innovative, thoughtful, and beautiful design.

As one of the largest and most trusted non-profit developers in the Bay Area, MidPen has the resources to dedicate staff time and predevelopment funding throughout planning and development.

These resources ensure our projects move forward smoothly and are not delayed for lack of predevelopment funding or staff capacity.

Through experience, we find that consistent and timely community outreach with clear channels of communication are instrumental in building and maintaining strong community relationships. We are committed to working collaboratively with the City on design development and entitlements.

MidPen stays current and vigilant on State funding sources and has a proven track record of accessing public and private sources of debt, equity, and operating subsidies to achieve financial feasibility for projects. We will bring our financial experience into strategizing with the City on which sources would be the most optimal fit for this multi-phased project.

Development Team:
• Shwetha Subramanian, Chief Real Estate Development Officer • Abby Goldware-Potluri, Vice President of Housing Development • Alice Talcott, Vice President of Housing Finance
• Felix AuYeung, Vice President of Business Development (Primary Contact) o 510-426-5667
o [email protected]
o www.midpen-housing.org
Roles & Responsibilities:
• MidPen Housing Corporation will serve as both Developer and long-term Owner of the proposed affordable housing
developments.
• A Bay Team Director will administer all day-to-day development and construction aspects of this project, as well as supervise Project Management and Construction staff through all phases of the project.
• Alice Talcott and Felix AuYeung have invaluable experience navigating the complex and ever-changing public/private financing structures required to fund the development and construction of these projects.
• Shwetha Subramanian will provide executive oversight and authority and liaise the policy directions of MidPen’s Board of Directors.

Resumes for MidPen staff are included at the end of this section.

MidPen Property Management
MidPen is committed to our role not only as an affordable housing developer but also as the long- term owner of our communities. MidPen Property Management currently manages over 8,500 homes in over 110 MidPen communities throughout the greater Bay Area. Our management company is a team with extensive experience in all aspects critical to property management, including compliance, operations, training, facility maintenance, and community relations. MidPen’s approach to property management is based on four core values: be good neighbors; enhance residents’ lives; sustainable operations and maintenance; and serve diverse populations. We take immense pride in keeping our communities safe, beautiful, and well maintained.

More information about MidPen Property Management is included in the Appendix.

MidPen Resident Services
MidPen Resident Services works from a unique housing-based service platform, with over 300 like- minded partners, to inspire residents to achieve their highest potential and achieve independence.

Utilizing our Family Services program, adults and children build strong, healthy foundations together, and senior residents who access our Senior Services programs can thrive in place as they age. Residents struggling with homelessness and mental, physical, and intellectual disabilities work with our Supportive Services team to maintain housing stability and attain dramatically transformed lives.

More information about MidPen Resident Services is included in the Appendix.

Property Management and MidPen Resident Services staff work side-by-side at our properties to provide comprehensive on-site management and services to over 17,500 residents. On-site property management and resident services staff are in constant communication with each other, allowing them to respond effectively to issues when they arise.

Design and Engineering Team
At this RFI stage, MidPen has not selected our Architect or Engineering teams. We generally prefer this to be a collaborative process and would seek to have a better understanding of City and stakeholder design objectives to put together the strongest design team for the project. As can be seen from our track record, we partner with the best design professionals in the business and have received many design-related accolades for our work. Importantly, we approach all our projects with a first stage of seeking understanding. Authentic community outreach is foundational to our development approach. MidPen takes great pride in creating enduring relationships in the communities we work in through targeted outreach that begins in the early stages of a new development. We firmly believe in initiating and maintaining clear channels of communication, speaking honestly and frequently with the community, and soliciting and incorporating as much feedback as possible during the development of the project’s design and programming. Through extensive experience, we have found that this kind of consistent and personal, face-to-face communication is instrumental in building strong community relationships. And because we value being a good neighbor, we invest in maintaining these relationships during construction and on through to property operations. We establish a pattern of clear communication and organizational accountability, and embrace community concerns.

Attachments
MidPen Background
MidPen Property Management
MidPen Resident Services
MidPen Development Team Resumes

SHWETHA SUBRAMANIAN, CHIEF REAL ESTATE

DEVELOPMENT OFFICER
Shwetha has a deep passion for leading teams and supporting individuals in their professional growth. In her role as Chief Real Estate Development Officer, Shwetha leads MidPen’s 50+ member development team, currently stewarding a pipeline of more than 25 development projects that will produce an additional 3,000 homes over the next five years. Shwetha joined MidPen in November of 2022, and was previously with FivePoint Communities as Senior Vice President of Urban Development and Planning. Shwetha has spent more than two decades building her extensive real estate development acumen: at Forest City Ratner Companies, she led large, complex, multi-use urban developments in their New York offices. In her role as Director of Development, she led all vertical development at Pacific Park Brooklyn, overseeing multiple project teams and consulting groups while also coordinating financial modeling, residential marketing and leasing, and property operations and budgeting across Forest City’s residential properties in New York. Shwetha also worked as a Design Architect with DeStefano and Partners in Chicago, Illinois.

ABIGAIL GOLDWARE POTLURI, VICE PRESIDENT OF

HOUSING DEVELOPMENT
Abby will provide strategic guidance regarding project phasing, resident relocation, and property disposition to the MidPen team. Since joining MidPen in 2008, she has contributed to the development of over 700 affordable homes, including 160 units at Half Moon Village in Half Moon Bay and 185 units at Kottinger Gardens in Pleasanton. Through her work on these two projects in particular, Abby has developed an expertise in multi- phased redevelopment projects and understands how to approach resident relocation, plan for phasing, and complete complex transactions with HUD and other public entities. Abby also partnered with the County of San Mateo Housing Department and County of San Mateo Health Plan to pilot the innovative Community Care Settings program at Half Moon Village, providing housing for frail seniors who can live independently with supportive services while creating significant healthcare cost savings. She brings experience working collaboratively with public partners to create and implement new programs that will benefit the property and its residents. Abby holds a B.A. from Clark University in Worcester, Massachusetts. She also attended the London School of Economics and Political Science.

ALICE TALCOTT, VICE PRESIDENT OF HOUSING FINANCE
Alice provides strategic direction on the funding of MidPen’s development and portfolio projects. She has over 20 years of experience in affordable housing development and is an expert in the financing and structuring of rental housing projects. Prior to MidPen, Alice worked for 14 years at Community Economics, where she assisted non-profit developers in the financing and structuring of over 9,000 units of affordable housing in California and Hawaii, including negotiating over $825 million in investor equity for 90 projects. Her experience also includes six years at the Mayor’s Office of Housing in San Francisco. She has been an active advocate on statewide housing issues, and has served on the board of the Non Profit Housing Association of Northern California (NPH). She is a frequent presenter at the Housing California and NPH conferences on housing finance issues. Alice received a B.A. in Political Science from Washington University in St. Louis and a Masters of City Planning from University of California, Berkeley.

FELIX AUYEUNG, VICE PRESIDENT OF BUSINESS

DEVELOPMENT
Felix is responsible for launching new developments at MidPen Housing, which tasks include site identification, property acquisition, project conceptualization, financial feasibility analysis, and building strong relationships with our partners and the communities of the proposed developments. In his 7+ years at MidPen, he has stewarded 4,000 homes into the pipeline. Prior to MidPen, Felix was a senior manager of business development and senior project manager at another nonprofit housing development organization, where he completed 250 units of Low-Income Housing Tax Credit (LIHTC) housing from start to finish, and initiated another 550 units of future pipeline developments. He started his affordable housing career 18 years ago as a Program Specialist for the City of Santa Rosa’s Department of Economic Development and Housing. Felix holds a Master in International Development from the University of Pittsburgh’s Graduate School of Public and International Affairs and a Master of Science from the Massachusetts Institute of Technology’s Department of Mechanical Engineering. He earned his Bachelor of Science degree in mechanical engineering with a minor in Peace and Conflict Studies from the University of California at Berkeley. He has strong interest in community development and green buildings, and is a Build It Green Certified Green Building Professional. He serves on the Board of East Bay Housing Organizations (EBHO).

APPEN DIX
I MidPen Community Outreach
II MidPen Public Art
III MidPen Awards
IV MidPen Background
V MidPen Property Management
VI MidPen Resident Services
APPENDIX I:

MidPen Community Outreach
COMMUNITY OUTREACH overview
Collaboration to build communities
Authentic community outreach is foundational to MidPen’s development approach. Every development opportunity requires a unique and thoughtful community outreach strategy that balances the community’s goals with neighborhood compatibility. Our approach is designed to build trust and arrive at win-win solutions.

TARGETED STAKEHOLDER OUTREACH
MidPen conducts broad outreach
with community stakeholders to
ensure our work compliments and
builds on the community’s vision.

Communication WITH THE CITY
MidPen works with our local
partners to arrive at a shared
strategy for community outreach.

Town hall neighborhood meetings
MidPen often conducts initial
outreach meetings, outside of the
required planning meetings, to
introduce our team to the
community and to hear from the
attendees about their vision, goals
and concerns.

Design charrettes
Rather than arriving with a
proposed plan to present, we set
up stations around the room
featuring different members of our
team. We find this to be an
effective way to get feedback.

Attendees can talk to our experts
and we can focus on their
questions and concerns to inform
our approach.

(half moon bay , ca)
San Mateo County Housing Authority selected MidPen to redevelop the Housing Authority’s existing 60-unit senior housing complex, known as Half Moon Village, into a new integrated Senior “Campus” in Half Moon Bay that would include the existing 64-unit Lesley Gardens senior apartments, a new Senior Center and Adult Day Health Center with 40 units of affordable senior apartments recently completed by Lesley Senior Communities and Mercy Housing, and the 6 acre site that MidPen was selected to redevelop. In 2011, MidPen worked on outreaching to three groups of partners. One group was the campus partners, which was made up of developers and service providers. MidPen worked with the group to hold quarterly meetings where they would discuss and coordinate the sites’ design, circulation and safety. The second group was the existing Half Moon Village residents who were living on the site when MidPen acquired the land. The MidPen project team held community meetings (where translation was provided), tenant question & answer sessions and individual interviews to best understand the needs of the residents that would be living in the new community. Lastly, MidPen reached out to the neighbors that were near the site through individual and community meetings. All feedback collected was used to inform the site layout and buildings’ design and shared with local partners. The outreach approach is reflected in the recognition Half Moon Village has received since being completed in the summer of 2015.

COMMUNITY OUTREACH Case studies
Collaboration to build communities
(alameda, ca)
MidPen Housing is working with Alameda Point Collaborative, Building Futures for Women and Children, and Operation
Dignity in Alameda on a redevelopment of a 14 acre site with the goals of modernizing and increasing housing opportunities.

Throughout the Summer and Fall of 2015, the Development Partners and David Baker Architects created and implemented a highly collaborative resident engagement process that informed the proposed site plan. Engagement opportunities included: monthly meetings with each provider’s residents, focus groups with Development Partners’ staff, community-wide design input meetings, 1-on-1 interviews and other meetings as needed. Over 100 residents participated in each community- wide design input meeting and the Development Partners
received over 600 comments regarding the preferred housing types and ideas for neighborhood design. This feedback was incorporated into the selection of the site location and the building and site layout. Throughout 2017, the Development Partners intend to continue engaging the residents
to receive and incorporate feedback as
the Development Plan is
further developed.

APPENDIX II:

MidPen Public Art
Art at MidPen Housing

PUBLIC AND PARTICIPATORY ARTWORK
Intentional Placement of Art in Our Communities
MidPen values public art for its ability to build a connection between residents and their communities. Art strengthens the sense of place and contributes to beautification of the public realm while also engaging residents with the neighborhood. At MidPen we are mindful of the background and experiences of our residents and work to create important landmarks in our communities that will invoke a sense of cultural pride and connectivity for our residents and surrounding neighbors. We seek to build deeper connections with our communities, who will see themselves reflected in the artwork.

Process Overview
Our approach to selecting an artist is unique to every project, but every selection process involves research, context analysis, and robust outreach in our communities. Our artist selection process can vary from open calls, direct selection, or partnering with a local arts organiza- tion to support our outreach and community involvement. A number of our projects have included artwork collaborations with local high schools, community colleges, and our very own residents through programmed internships and art contests. We are always brainstorming innovative and creative ways to implement artwork across a variety of mediums.

Residents help add finishing touches to Mona Caron ’s Taking Root | Station Center, Union City Kinetic Wall Art and Concrete Inlay Designs by Civic Design Studio | Paseo Estero & Vista Estero, Oakland Diverse Art Types
• Artisan Bike Racks & Gates
• Symbolic Window Art
• Art for Interior Common Areas
• Kinetic Wall Installations
• Concrete Inlay Designs
• Artful Play Set Equipment
• Historical & Cultural Exhibits
• Murals & Mosaics
• Sculptures

COMMUNITY-BASED ARTWORK
MidPen recognizes that the art in many housing communities often consist of space-fillers with little continuity or purpose. In striving to make each community an interesting home for its residents, MidPen instead displays the work of local artists and art students.

For example, at our Paseo Estero and Vista Estero properties in Oakland, MidPen partnered with a local arts organization called Civic Design Studio. Through this collaboration we worked with Oakland Unified School District art instructors and high school students from five schools to produce community led artwork for our lobbies, hallways, and community rooms. The project served as an internship program for the students to gain real world art commission experience. The students shared their artistic voices through 3-D design, illustration, painting and collage, digital fabrication, and photography.

Interior Wall Art by Oakland Unified High School Students | Paseo Estero & Vista Estero, Oakland At our Moon Gate Plaza property in the Chinatown neighborhood of Salinas, we commissioned a local artist, Nada Abdelshahid, to create two artisan gate designs to adorn two of our property entrances. The sculptural gates incorporated elements of Chinese and Filipino history.

The gates aimed to preserve the identity of Chinatown as a place not only for Asian migrant workers but for all laborers.

Additionally, we installed a large-scale art panel on the building’s façade which will rotate yearly to highlight the work of local artists. (left and middle) Moon Gate & Sun Gate by Nada Abdelshahid, (right) Temporary mural by JC Gonzalez | Moon Gate Plaza, Salinas MidPen aims to engage local artists with affordable housing, support the local art economy and display place-relevant artwork in our communities. We recognize the value that stimulating and thought-provoking art brings to our residents and visitors.

APPENDIX III:

MidPen Awards
MIDPEN AWARD LIST: 2000 – PRESENT
2020
Shirley Chisholm Village
Gold Nugget Grand Award – Best On-the-
Boards Affordable Housing Community,
Pacific Coast Builders Conference
Paseo Estero & Vista Estero
Outstanding Projects and Leaders Award –
Outstanding Urban or Land Development
Project, American Society of Civil Engineers
Edwina Benner Plaza
Planet Positive Award – Multifamily
Regional Winner, Metropolis Magazine
Paseo Estero & Vista Estero
Real Estate Deal of the Year – Best
Affordable Residential, San Francisco
Business Times
2020
Edwina Benner Plaza
Gold Nugget Grand Award -Best Innovative
Energy Design, Pacific Coast Builders
Conference
Gold Nugget Grand Award – Best Affordable
Housing Community 30 to 60 units per acre,
Pacific Coast Builders Conference
Fetters Apartments/Celestina Gardens
Gold Nugget Grand Award – Best Affordable
Housing Community under 30 units per
acre, Pacific Coast Builders Conference
Midway Village
Gold Nugget Award of Merit – Best On-the-
Boards Site Plan, Pacific Coast Builders
Conference
Kottinger Gardens
Best in American Living Award, Silver –
Affordable Multifamily category, National
Association of Home Builders
2019
Celestina Garden Apartments
Top Projects 2019, North Bay Business
Journal
Edwina Benner Plaza
Readers’ Choice Award Winner – Editors’
Choice, Affordable Housing Finance
Structures Award – Green Residential
Project Winner, Silicon Valley Business
Journal
Readers’ Choice Award Finalist – Green
Category, Affordable Housing Finance
All-Electric Showcase Award, Silicon Valley
Clean Energy
Kottinger Gardens
LEED Homes Awards – Outstanding Multi-
Family Project, U.S. Green Building Council
MidPen Housing
Golden Acorn Award – Professional
Leadership, Menlo Park Chamber of
Commerce
2018
Kottinger Gardens
Multifamily Pillars of the Industry Awards –
Best Affordable Apartment Community
Edwina Benner Plaza, Sunnyvale
(Over 100 Units), National Association of
Home Builders
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Serenity Senior Apartments
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Sequoia Belle Haven
Readers’ Choice Award Finalist – Green
Category, Affordable Housing Finance
Real Estate Deal of the Year: Best
Affordable Residential, San Francisco
Business Times
Arroyo Green (Bradford Street)
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
#9 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
#4 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance
2017
Half Moon Village
Global Award for Excellence, The Urban
Land Institute
Onizuka Crossing
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Readers’ Choice Award Finalist – Family
Housing Category, Affordable Housing
Finance
Sequoia Belle Haven
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Donner Lofts
Readers’ Choice Award Finalist – Urban
Housing Category, Affordable Housing
Finance
MidPen Housing
NPH Affordable Housing Leadership Awards
– All-Star Partner, Non-Profit Housing
Association of Northern California
#12 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
#5 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance
2016
Sweeney Lane Apartments
Grand Boulevard Honorable Mention –
Private Project, Grand Boulevard Initiative
Fetters Apartments
Top Real Estate Projects in the North Bay:

Multiple Family – Affordable, North Bay
Business Journal
Onizuka Crossing, Sunnyvale
Donner Lofts
Metropolitan Transportation Commission
Award – Excellence in Motion Award of
Merit
St. Stephen’s Senior Housing
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Half Moon Village
Gold Nugget Grand Award, Pacific Coast
Builders Conference
Real Estate Deal of the Year: Best
Affordable Residential, San Francisco
Business Times
Green Building Award, Sustainable San
Mateo County
2015
Donner Lofts
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Station Center
Growing Smarter Together Public-Private
Partnership Award, Association of Bay Area
Governments
#3 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
#11 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance
2014
Redwood Court
26th Annual Mayor’s Beautification
Recognition Program, City of Redwood City
Half Moon Village
Structures Award – Best Residential Finalist,
Silicon Valley Business Journal
Station Center
Charter Awards Grand Prize, Congress for
the new Urbanism
Charter Awards Best Building – Housing,
Congress for the new Urbanism
636 El Camino
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
2013
Station Center
Award for Excellence, The Urban Land
Institute
636 El Camino
Grand Boulevard Award – Private Project,
Grand Boulevard Initiative
Real Estate Deal of the Year: Best
Affordable Residential / Outside of San
Francisco, San Francisco Business Times
Green Building Award, Sustainable San
Mateo County
Peninsula Station
Grand Boulevard Award – Private Project,
Grand Boulevard Initiative
Station Center, Union City
2012
Main Street Village
Structures Award – Best Green Project
(Public) Winner, Silicon Valley Business
Journal
EcoHome Design Awards: Merit Award –
Affordable Housing Category, EcoHome
Magazine
Station Center
Structures Award – Community Impact
Finalist, Silicon Valley Business Journal
Real Estate Deal of the Year: Affordable
Housing Category Finalist, San Francisco
Business Times
Schapiro Knolls
Structures Award – Best Residential Project
Finalist, Silicon Valley Business Journal
Fair Oaks Plaza
Readers’ Choice Award Winner – Senior
Housing Category, Affordable Housing
Finance
2011
Peninsula Station
Readers’ Choice Finalist, Affordable Housing
Finance
Green Building Award, fMateo County
City of San Mateo
Mayor’s Choice Award
2009
DeVries Place Senior Apartments
Award for Excellence, The Urban Land
Institute
Gold Nugget Grand Award, Pacific Coast
Builders Conference
Builder’s Choice Award of Merit, Builder
Magazine
Design for Aging Review 10 Award,
American Institute of Architects
Paulson Park Senior Apartments
Readers’ Choice Finalist, Affordable Housing
Finance
2008
#7 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
#9 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance
Parkhurst Terrace
Readers’ Choice Finalist, Affordable Housing
Finance
2007
# 6 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
#10 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance

Fetters Apartments, Sonoma
Rotary Floritas
Sustainability Award, San Mateo County
2006
Certificate of Commendation, Board of
Supervisors of San Mateo County
California Housing Hall of Fame, California
Housing Consortium
Rotary Floritas
Certificate of Recognition, Senator Jackie
Speier
2005
Italian Gardens
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Willow Gardens
Beautification Award Winner, City of South
San Francisco
Villas del Paraiso
Certificate of Recognition,
Assemblymember Simón Salinas
MidPen Housing
Outstanding Partnership Award, Citibank
Certificate of Recognition, Union Bank of
California
2004
Italian Gardens
Builder’s Choice Award of Merit, Builder
Magazine
Riverwood Place
Builder’s Choice Award of Merit, Builder
Magazine
Gold Nugget Award of Merit, Pacific Coast
Builders Conference

2003
Main Street Park
Project of the Year, Merritt Community
Capital Corporation
Oroysom Village
Award for Excellence – Semifinalist, MetLife
Foundation
2002
Main Street Park
Gold Nugget Grand Award, Pacific Coast
Builders Conference
El Camino Village
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Moonridge
Award for Excellence – Honorable Mention,
MetLife Foundation
2001
Oroysom Village
Gold Nugget Grand Award, Pacific Coast
Builders Conference
Maxwell Awards of Excellence – Honorable
Mention, Fannie Mae Foundation
Main Street Park, Half Moon Bay

Moonridge
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Maxwell Awards of Excellence – Honorable
Mention, Fannie Mae Foundation
2000
City Center Plaza
Sustainability Award, San Mateo County
Merit Design Award, California Council of
the American Institute of Architects
Moonridge
National Tax Credit Excellence Award,
Affordable Housing Tax Credit Coalition
Secretary’s Commendation, U.S.

Department of Housing and Urban
Development
Secretary’s Commendation, U.S.

Department of Housing and Urban
Development
Redwood Court
Certificate of Special Congressional
Recognition, Congressman Tom Lantos

APPENDIX IV:

MidPen Background
MidPen Housing was founded in 1970 by a small but influential coalition of Silicon Valley entrepreneurs, Stanford University faculty and other community leaders who were concerned over the lack of affordable housing on the San Francisco Bay Area peninsula. Since then, MidPen has greatly expanded its reach and is one of Northern California’s leading non-profit developers and managers of affordable rental housing with a robust and diverse portfolio.

Mission
To provide safe, affordable housing of high quality to those in need; to establish stability and opportunity in the lives of residents; and to foster diverse communities that allow people from all ethnic, social and economic backgrounds to live in dignity, harmony and mutual respect.

Organization
MidPen consists of several distinct corporations working closely together to promote and achieve the MidPen mission. The three primary corporations include:

MidPen Housing Corporation drives all of the development efforts including property acquisition, planning, design, construction, historic renovation and existing property rehabilitation. It also houses all administrative functions: Finance, HR and IT.

MidPen Property Management Corporation provides professional property management for our own communities.

MidPen Services Corporation provides an innovative delivery model that brings high quality services directly to our communities in order to help our residents advance, which includes:
computer and vocational training, academically-based after school programs for youth, financial capabilities classes, health and wellness programs and community referrals.

Key Facts
> Developed or rehabbed over 9,300 affordable homes
> An additional 3,500 affordable homes are in construction, entitlements or pre-development > Manage 121 properties with over 8,000 units providing homes for more than 22,000 Northern California residents
> Manage assets, primarily of real estate, worth over $1.5 billion > Invest $10 million annually in resident services and partner with over 90 service providers > 64% of our units house families; 25% house seniors; 3% house single adults (in SRO housing) and 8% serve people with supportive housing needs > Work in 11 counties: Alameda, Contra Costa, Monterey, Napa, San Benito, San Mateo, Santa Clara, Santa Cruz, Solano, Sonoma, and Yuba
> Have received over 150 industry awards and honors for our work > Employ over 500 people
Backgrounder/Fact Sheet
REV. 2/21
Building quality, affordable housing and revitalizing communities for 50 years.

Building Communities. Changing Lives.

APPENDIX V:

MidPen Property Management
To maintain the award-winning quality of our developments, MidPen Housing established an affiliated management company in 1981. Today, MidPen Pro perty Management Corporation manages 7,501 units at 106 properties from Fairfield to Monterey. We manage our own communities. Our season ed leadership team provides exten sive experience in all aspects critical to exception al property management including compliance, operations, training, facility maintenance and community relations.

Being Good Neighbors
MidPen Management strives to ensure that every community we manage benefits both our residents as well as the surrounding neighborhood. With a commitment to hire and train the best, our staff of over 275 takes pride in keeping our communities safe, beautiful, and well maintained.

Enhancing Residents’ Lives
The property management staff at each of our communities knows and cares about the residents they serve, responding to individual and community needs with a commitment to customer service. We maintain high standards of excellence in serving our over 17,500 residents while fostering a safe, supportive environment.

Committed to Sustainability
MidPen Management is committed to sustainable operations and maintenance practices. This includes retrofitting buildings to improve performance, energy efficiencies, water conservation and indoor air quality; using drought-resistant landscaping and green cleaning products; and training residents on environmentally-friendly practices. “They are good neighbors. They keep the building
up beautifully. I walked through there every day
because my daughter attended the onsite day
care center. Some of my customers live there.

Businesses benefit because the families spend money
downtown. Every city should have development
like this.”
– Peter Cuschieri, owner of Angelica’s
Bistro, across the street from City Center Plaza, a
community owned and managed by MidPen.

Managing a Diverse Portfolio
We have expertise in managing a wide variety of
property types – from large, multi-family properties
to downtown, mixed-use developments to rural
housing for farm workers to supportive housing for
special needs populations.

Population % of Units
Families 63%
Seniors 26%
SRO 4%
Special Needs 7%
REV. 6/19
MidPen Property Management Corporation
Providing professional property management since 1981
Building quality, affordable housing and revitalizing communities for over 45 years.

Professional Property Management
APPENDIX VI:

MidPen Resident Services
REV. 6/19
With an annual investment of $7.3 million, an in-house staff of over 90 and over 200 service provider partners, MidPen Resident Services Corporation leads the affordable housing industry in delivering and coordinating onsite services. MidPen Services operates as a separate 501c3 organization to help close to 9,500 MidPen residents each year.

Services that Work
We measure our services by their impact. Our goal is to deliver services that help people measurably advance in all areas of their lives. We provide services specifically designed to meet the unique needs of youth, seniors, heads-of-households, and supportive housing residents. Through skillful and dynamic service delivery models, thousands of residents perform better in school, learn how to use computers, improve English-language fluency, successfully age in place, receive onsite health screenings, and and supportive residents who previously experienced housing instability are able to stabilize emotionally and become active members of their community. Services include:
> An educationally-based After School Program to increase academic performance > Vocational and career development
> Financial capabilities courses
> Quality of life, physical activity, and wellness programs > Health screenings
> Referrals to social services, benefits and resources
> Volunteer opportunities and training
MidPen Resident Services Corporation
Helping residents succeed
Powerful Partnerships and Volunteers
We deliver these services onsite in partnership with an extensive network of award-winning organizations like Second Harvest Food Bank, Parca, Wells Fargo Community Development, Samuel Merritt, and Balanced Therapy. We also refer residents to outside organizations that may meet their needs. Additionally we leverage close to 2,000 volunteer hours annually, provided by both residents and external community members. “I participate in several healthy aging
workshops held at my community
including presentations on how to get a
more restful sleep, ways to prevent falls and
even how to exercise in a chair. I’m
constantly learning new skills to improve
my health and safety and it’s great that
these services are available where I live.”
— Ping Yu, senior resident at Monte Vista T errace
Building quality, affordable housing and revitalizing communities for over 45 years.

Building Communities. Changing Lives.

ATTACHMENT A:

Proposer’s Information Form
City of Palo Alto 1
Attachment A
Proposer’s Information Form
PROP
OSER (please type/ print):

Name
: __________________________________________________________ Address: __________________________________________________________ Telephone: _______________________ Email: ______________________________ Contact Person: ____________________Title: _________________________________ eMail (Required): ________________________________________________________ Telephone (Requir ed): ________________________________ Proposer, if selected, intends to carry on the business as (check one):
 Ind
ividual  Joint Venture
 Partnership  Corporation
When incorporated? ______________
In what state? _______________
When authorized to do business in California? _______
 Other (explain):____________________________________________________

ADDENDA
To assure that all Proposers have received each addendum, check the appropriate box(s) below. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal:

Addendum number(s) received: 1; 2; 3; 4; 5; 6;
Or, _____ _____No Addendum/Addenda Were Received (check and initial).

PROPO
SER’S SIGNATURE
No proposal shall be accepted which has not been signed in ink in the appropriate space below:

By signing below, the submission of a proposal shall be deemed a representa tion and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining to the RFP process, its procedures and requirements, and they have read and understand the RFP. No request fo r modification of the proposal shall be considered after its submission on the grounds that the Proposer was not fully informed as to any fact or condition.

MidPen Housing Corporation
303 Vintage Park Drive, Suite 250, Foster City, CA 94404 650.356.2900 [email protected]
Felix AuYeung Vice President of Business Development
[email protected]
510.908.0644
x

11.1970

11.1970
California
x x x

AMENDED AND RESTATED BYLAWS
OF

MIDPEN HOUSING CORPORATION
A California Nonprofit Public Benefit Corporation
Effective September 9, 2021

ARTICLE I

NAME AND OFFICES
Section 1.1 Name.

The name of this Corporation shall be MidPen Housing Corporation (the “Corporation”).”
Section 1.2 Principal Office.

The principal office of the Corporation shall be located in Foster City, County of San Mateo, State of California. The Board of Directors of the Corporation (the “Board”) may change the principal office from one location to another at any time by resolution.

Section 1.3 Other Offices.

Branch or subordinate offices may at any time be established by the Board at any place or places.

Section 1.4 Fiscal Year.

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year.

Section 1.5 Purpose.

The Corporation has been organized for the purposes set forth in the Articles of Incorporation. The Corporation shall take no action that is inconsistent with the Articles of Incorporation.
2 ARTICLE II

MEMBERS
Section 2.1 No Statutory Members.

The Corporation shall have no “members” as defined in Section 5056 of the California Nonprofit Public Benefit Corporation Law, as amended (the “Nonprofit Corporation Law”).

ARTICLE III

DIRECTORS
Section 3.1 Powers.

Subject to the provisions and limitations of the Nonprofit Corporation Law, the Articles of Incorporation and any other applicable laws, all powers and activities of the Corporation shall be exercised directly by or under the ultimate direction of the Board.

Directors shall have no power as individual Directors and shall act only as members of the Board.

Section 3.2 Number of Directors.

The authorized number of Directors shall be not less than nine (9) but no more than nineteen (19) Directors, until changed by amendment to these Bylaws. The exact number of authorized Directors shall be fixed within those limits by the Board from time to time.

Section 3.3 Election and Term of Office.
(a) The Directors shall be elected by action of the Board at the annual meeting of the Board (as set forth in Section 4.1). Candidates receiving the highest number of votes of the Directors present and voting at that meeting shall be elected as Directors.

(b) Each Term for Directors elected pursuant to these Bylaws shall be for three (3) years. Each Director shall hold office until the earlier of (i) the expiration of his or her term, (ii) the death, resignation or removal of the Director or (iii) exceeding term limitations set forth herein. In either case, the Board may elect a new Director, in accordance with Section 3.8, to fill the vacancy created.

(c) The Term of Office for Directors shall be subject to the following term limitations:
i. A Director shall not serve more than nine consecutive years. ii. A Director who reaches the term limitations but then leaves the Board for three or more consecutive years, may be re-elected to the Board 3 subject to these term limitations applicable to that re-election to the Board.
iii. These term limitations may be suspended for a specific Director by a vote of 2/3’s of the Board of Directors. Such suspension of the term limitations shall only apply to the length of one full term (3 years).

Section 3.4 Resignation.

Any Director may resign at any time by giving written notice of such resignation to the Chairperson, the Secretary or the Board. Such resignation shall take effect upon receipt of notice or at any later time specified in the notice. Unless otherwise specified in the notice of resignation, affirmative acceptance of the resignation shall not be necessary to make it effective. Except upon notice to the Attorney General, no Director may resign where the Corporation would then be left without any duly elected Directors in charge of its affairs. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 3.5 Removal.

Any Director may be removed by the Board, with or without cause, by a majority of Directors then in office. Cause for removal includes, but is not limited to, the unexcused absence of any Director from three (3) or more consecutive Board meetings.

Section 3.6 No Removal on Reduction of Number of Directors.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of such Director’s term of office.

Section 3.7 Vacancies and Filling Vacancies.
(a) A vacancy in the Board shall be deemed to exist in the event that the actual number of Directors is less than the authorized number for any reason. The Board may declare vacant the office of any Director who has been declared of unsound mind by a final order of court, has been convicted of a felony or has been found by final order or judgment of any court to have breached any duty under Section 5230 under the Nonprofit Corporation Law.

(b) Vacancies on the Board may be filled by a majority of the Directors then in office or, if the number of Directors then in office is less than a quorum, by (i) a vote of a majority of the Directors then in office at a meeting called in accordance with Sections 4.4 and 4.6 or (ii) a sole remaining Director.

Each Director elected or appointed to fill a vacancy shall hold office for the unexpired portion of the term, or until his or her death, resignation or removal from office.

4 Section 3.8 Inspection Rights.

Every Director shall have the absolute right at any reasonable time to inspect, copy and make extracts of, in person or by agent or attorney, all books, records and documents of every kind and to inspect the physical properties of the Corporation.

Section 3.9 Fees and Compensation.

The Directors shall serve without compensation for their services as Directors.

Directors may be reimbursed for reasonable expenses incurred in attending meetings of the Board or for expenses incurred in carrying out his or her duties as a Director.

Section 3.10 Standard of Care – General.

Each Director shall perform the duties of a Director in accordance with Section 5231 of the Nonprofit Corporation Law.

The Corporation shall exercise its rights and obligations in accordance with the provisions of the Nonprofit Corporation Law (California Corporation’s Code Sections 5000 et seq.).

Section 3.11 Conflict of Interest Policy.

The Board shall also adopt a Conflict of Interest Policy. The Board shall monitor compliance with the Conflict of Interest Policy.

ARTICLE IV

MEETINGS
Section 4.1 Annual Meeting.

The Corporation’s annual meeting shall take place on a date to be specified by the Board and shall coincide with one of the Board’s regular meetings. The Board shall elect Directors and officers and transact other business at the annual meeting. Notice of this meeting is not required.

Section 4.2 Regular Meetings.

The Board may provide by resolution the time and place for holding regular meetings of the Board; provided, however, that if the date so designated falls upon a legal holiday, then a different date shall be specified by the Board.

Section 4.3 Special Meetings.

Special meetings of the Board may be called by the Chairperson, the President/Chief Executive Officer or any two (2) Directors. The meeting shall be held at a place within or without the State of California as designated by the person or persons 5 calling the meeting, and in the absence of such designation, at the principal office of the Corporation.

Section 4.4 Notice and Location of Meetings.

Regular meetings may be held without notice if the date, time and place of the regular meetings are fixed by action of the Board. Notice of the date, time and place within the State of California of a special meeting, or of a regular meeting if the date, time and/or place of regular meetings are not designated by the Board, shall be given to each Director four (4) days before the meeting if given by first-class mail or forty-eight (48) hours before the meeting if given personally, by telephone, including a voice- messaging system or by e-mail. These notices shall be addressed to each Director at his or her address as shown on the books of the Corporation.

Section 4.5 Telephonic and Electronic Meetings.

Directors may participate in a regular or special meeting through the use of conference telephone, electronic video screen communication or similar communications equipment so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 4.5 constitutes presence in person at such meeting.

Section 4.6 Waiver of Notice.

Notice of a meeting need not be given to any Director who signs a waiver of notice, or a written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting.

Section 4.7 Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting, if all Directors consent in writing or electronic responses to the action. All such written consents and printed electronic responses shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 4.7 only, "all Directors" shall not include any "interested director" as defined in Section 5233 of the Nonprofit Corporation Law. Such action by written consent or electronic response shall have the same force and effect as a unanimous vote of the Directors.

Section 4.8 Ratification.

Any action required or permitted to be taken by the Board that is taken without a meeting may be ratified by a vote of the Board at a subsequent duly held meeting of the Board. Such action by ratification shall have the same force and effect as any other action of the Board.
6 Section 4.9 Quorum.

A majority of the authorized number of Directors, but in no event fewer than two (2) Directors, shall constitute a quorum for the transaction of business, except to adjourn. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board, subject to Section 5211 of the Nonprofit Corporation Law and as elsewhere provided in these Bylaws. Except as otherwise provided in these Bylaws, in the Corporation’s Articles of Incorporation or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of one or more Directors leaving less than a quorum if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater percentage as may be required by these Bylaws, in the Corporation’s Articles of Incorporation or by law.

Section 4.10 Adjournment.

Any meeting of the Board, whether or not a quorum is present, may be adjourned to another time and place by the vote of a majority of the Directors present. Notice of the time and place of the adjourned meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned. If the meeting is adjourned for more than twenty-four (24) hours, notice of the time and place must be given before the time when the meeting is to resume to any Directors who were not present when the meeting was adjourned.

ARTICLE V

COMMITTEES
Section 5.1 Board Committees.

The Board may, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, designate one (1) or more committees (“Board Committees”), each consisting of two (2) or more Directors and only of Directors, to serve at the pleasure of the Board. Appointments to such committees shall be by majority vote of the Directors then in office. Board Committees may be given all the authority of the Board, subject to the limitations specified in Section 5212 of the Nonprofit Corporation Law. The Board may, at any time, revoke or modify any or all of the authority delegated to the Board Committees. The Board may adopt rules for the governance of any committee not inconsistent with these Bylaws.

Section 5.2 Executive Committee.

The Board shall create a Board Committee called the “Executive Committee” to oversee key strategy, management and compensation. The Executive Committee will have a minimum of five (5) Directors and a maximum of seven (7) Directors. 7 Section 5.3 Audit Committee.

The Board shall create an Audit Committee if required by the California Nonprofit Integrity Act of 2004 (the “Nonprofit Integrity Act”).

Section 5.4 Advisory Committees.

The Board may create one (1) or more advisory committees (“Advisory Committees”), each consisting of two (2) or more Directors, non-Directors or a combination of Directors and non-Directors. Advisory Committees may not exercise the authority of the Board to make decisions on behalf of the Corporation. Advisory Committees shall be restricted to making recommendations to the Board or Board Committees and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee. The Board may, at any time, revoke or modify any or all of the authority delegated to the Advisory Committee.

ARTICLE VI

OFFICERS
Section 6.1 Officers.

The officers of the Corporation shall be a Chairperson, a President/Chief Executive Officer, a Vice Chairperson, a Secretary, a Treasurer and a Chief Financial Officer (“CFO”). The Corporation may also have, at the discretion of the Board, one (1) or more additional officers, including Co-Vice-Chairpersons, Secretaries and Treasurers, as may be appointed in accordance with the provisions of Section 6.2. One (1) person may hold two (2) or more offices, except that no person holding the office of Secretary, Treasurer or CFO may concurrently hold the office of Chairperson or President/Chief Executive Officer.

Section 6.2 Election and Term.

The officers of the Corporation shall be elected annually by a majority of the Directors present at the annual meeting and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Officers need not be chosen from among the Directors. The term of each officer shall be for one (1) year.

Section 6.3 Subordinate Officers, etc.

The Board or the President/Chief Executive Officer may appoint such other subordinate officers of the Corporation as the business of the Corporation may require, each of which shall hold office for such period, have such authority and perform such duties as the Board or the President/Chief Executive Officer may determine from time to time. The Board or the President/Chief Executive Officer may fill a vacancy in any such subordinate office.

8 Section 6.4 Resignation.

Any officer may resign at any time by giving written notice to the Corporation, subject to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 6.5 Removal.

An officer may be removed from office with or without cause by the Board or by an officer on whom such power of removal may be conferred by the Board.

Section 6.6 Vacancies.

A vacancy in any office (other than subordinate offices) because of death, resignation, removal, disqualification or any other cause shall be filled by the Board. A vacancy in a subordinate office for any reason shall be filled in accordance with Section 6.3.

Section 6.7 Chairperson of the Board.

The Chairperson shall preside at all meetings of the Board and shall have the power to sign contracts, agreements or any other instruments in connection with projects authorized by the Board, and exercise and perform such other powers and duties as may from time to time be assigned to the Chairperson by the Board or prescribed by these Bylaws.

Section 6.8 President/Chief Executive Officer.

The President/Chief Executive Officer shall be the general manager and chief executive officer of the Corporation and shall have the general supervision, direction and control of the business of the Corporation, including the power to sign contracts, agreements or any other instruments in conjunction with projects authorized by the Board. The President/Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, and shall exercise and perform such other powers and duties as may be prescribed by these Bylaws or by the Board.

Section 6.9 Vice Chairperson.

The Vice Chairperson shall have powers and perform such duties, including the performance of the duties of the Chairperson in the absence or disability of the Chairperson, as from time to time may be prescribed by the Board or these Bylaws.

Section 6.10 Secretary.

The Secretary shall keep, or cause to be kept, a full and complete record of the proceedings of the Board and of committees established by these Bylaws. The record shall include all waivers of notices, consents to the holding of meetings or approvals of 9 the minutes of meetings executed pursuant to these Bylaws or the Nonprofit Corporation Law. The Secretary shall also give or cause to be given, notice of all meetings of the Board required by these Bylaws or by law to be given, and, in general, shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

Section 6.11 Treasurer.

The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Treasurer shall render to the Chairperson and the Directors, upon request, an account of the Treasurer’s transactions as Treasurer and of the financial condition of the Corporation, and shall exercise and perform such other powers and duties as may be prescribed by these Bylaws or by the Board.

Section 6.12 Chief Financial Officer.

Together with the Treasurer, the Chief Financial Officer (the “CFO”) of the Corporation shall create, execute, sign keep and maintain, or cause to be created, executed, signed, kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form.

The CFO shall also create, execute, sign authenticate, keep and maintain cause to be created, executed signed, authenticated, kept and maintained financial/tax records, documents and agreements including but not limited to IRS and state related tax documents and forms. The CFO shall also (i) give, or cause to be given, to the Directors such financial statements and reports as are required to be given by law, prescribed by these Bylaws or requested by the Directors; (ii) ensure that the Corporation’s books and records of account are open to inspection by any Director upon request at all reasonable times; (iii) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as designated by the Board; (iv) disburse, or cause to be disbursed, the Corporation’s funds as ordered by the Board; (v) render to the President/Chief Executive Officer, the Chairperson and the Directors, upon request, an account of the financial condition of the Corporation; and (vi) exercise and perform such other powers and duties as may be prescribed by these Bylaws or by the Board.

Section 6.13 Compensation.

The Board or a Board Committee shall review any compensation packages (including benefits) of the President/Chief Executive Officer and the CFO, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur annually, as well as when such officer is hired, when the term of employment of such officer is renewed or extended and when the compensation of such officer is modified, unless the modification applies to substantially all of the Corporation’s employees. No officers shall be prevented from receiving such compensation by reason of the fact that the officer is also a Director of the Corporation.
10 ARTICLE VII

BOOKS AND RECORDS
Section 7.1 Books and Records.

The Corporation shall keep adequate and correct books and records of account and minutes of the proceedings of the Board and committees of the Board.

Section 7.2 Form of Records.

Minutes, books and records shall be kept in written form or in any form capable of being converted into written form. If any record subject to inspection pursuant to the Nonprofit Corporation Law is not maintained in written form or in any form capable of being converted into written form, a request for inspection is not complied with unless and until the Corporation at its expense makes such record available in such forms.

Section 7.3 Financial Reporting.

The Corporation shall produce and distribute the financial and other reports required by the Nonprofit Corporation Law, including, without limitation, the annual report required by Section 6321 of the Nonprofit Corporation Law and the statement of transactions or indemnification required by Section 6322 of the Nonprofit Corporation Law, and if required, produce and make publicly available the financial statements required by the Nonprofit Integrity Act.

ARTICLE VIII
GRANTS, INVESTMENTS, CONTRACTS, LOANS, ETC.

Section 8.1 Investment Policy.

The Board shall, by resolution, create an Investment Policy that complies with the investment standards of Section 5240 of the Nonprofit Corporation Law.

Section 8.2 Grants.

The making of grants and contributions, and otherwise rendering financial assistance for the purposes of this Corporation, may be authorized by the Board. The Board may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation to make any such grants, contributions or assistance.

Section 8.3 Execution of Contracts.

The Board may authorize any officer, employee, agent or committee, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited. In the absence of any action by the Board to the contrary, the Chairperson and President/Chief Executive Officer are authorized to execute such instruments on behalf of the Corporation.
11 Section 8.4 Loans.

The Chairperson, the President/Chief Executive Officer or any other officer, employee or agent authorized by the Bylaws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized by the Board to do so, may pledge and hypothecate or transfer assets of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

Section 8.7 Checks, Drafts, Etc.

All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of the indebtedness of the Corporation shall be signed on behalf of the Corporation by the President/Chief Executive Officer, the CFO or such persons as shall from time to time be determined by resolution of the Board.

Section 8.8 Deposits.

The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositaries as the Board may select or as may be selected by the President/Chief Executive Officer, the CFO or such other officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 9.1 Definitions.

For purposes of this Article, “Agent” means any person who is or was a Director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee or agent of a predecessor corporation of the Corporation or another enterprise at the request of such predecessor corporation; “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “Expenses” includes, without limitation, attorneys’ fees and any expenses incurred in establishing a right to indemnification under Section 9.2 of this Article.

12 Section 9.2 Right to Indemnity.

The Corporation may, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was an Agent of the Corporation, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding.

Section 9.3 Approval of Indemnity.
(a) On written request to the Board by any Agent seeking indemnification, to the extent that the Agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d) of the Nonprofit Corporation Law. Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of Directors who are not parties to the Proceeding, whether, in the specific case, the Agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c) of the Nonprofit Corporation Law, and, if so, may authorize indemnification to the extent permitted thereby. (b) Where the action or proceeding is brought on behalf of the Corporation or involves “self-dealing transactions,” as defined in Section 5233 of the Nonprofit Corporation Law, the Corporation shall not indemnify against amounts paid in settlement of judgment amounts, but shall, upon the express authorization of the Board, indemnify the Agent against expenses incurred in defense of an action arising from his or her relation to the Corporation. To indemnify in such cases the Board must find the person met the statutorily proscribed standard of care by action (i) in good faith, (ii) in the best interest of the Corporation, and (iii) with the care of an ordinarily prudent person.

Section 9.4 Advancing Expenses.

The Board may authorize the advance of Expenses incurred by or on behalf of an Agent of the Corporation in defending any Proceeding before the final disposition of such Proceeding, if the Board finds that (i) the requested advances are reasonable in amount under the circumstances and (ii) before any advance is made, the Agent submits a written undertaking satisfactory to the Board, in its sole discretion, to repay the advance unless it ultimately is determined that the Agent is entitled to indemnification for the Expenses under this Article.

Section 9.5 Insurance.

The Board shall have the power to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such, whether or not the Corporation would have the power to indemnify the Agent against such liability under this Article; provided, however, that the Corporation shall not have the power to purchase and 13 maintain such insurance to indemnify any Agent of the Corporation for a violation of Section 5233 of the Nonprofit Corporation Law.

ARTICLE X

OTHER PROVISIONS
Section 10.1 Electronic Transmissions.

Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or e-mail, provided (i) for electronic transmissions from the Corporation, the Corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed and rendered into clearly legible tangible form.

ARTICLE XI

AMENDMENTS
Section 11.1 Amendment of Bylaws.

New bylaws may be adopted or these Bylaws may be amended or repealed by the vote of a majority of the authorized Directors at a duly held meeting at which a quorum is present.

CERTIFICATION
I, the undersigned, hereby certify that I am the duly elected and acting Assistant Secretary and of MidPen Housing Corporation a California nonprofit public benefit corporation (the "Corporation'); that the attached is a true and correct copy of the Amended and Restated Bylaws ('Bylaws') of the Corporation, which Bylaws were duly adopted by the Board of Directors of the Corporation; that such Bylaws and are in full force and effect on the date hereof, and no amendment to such Bylaws has been made, initiated or approved since the date such document was adopted
Dated: 3- / , 2023
____, Assistant Secretary
California nonprofitof MidPen H mg
public benefit corpord
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