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HomeMy WebLinkAboutagenda.council.worksession.20170926 CITY COUNCIL WORK SESSION September 26, 2017 4:00 PM, City Council Chambers MEETING AGENDA I. Discussion on use of Social Sustainability Dashboard II. Discussion of buyout of Truscott 2 tax credit partnership P1 1 MEMORANDUM TO: Mayor and City Council FROM: Karen Harrington, Director of Quality THROUGH: Barry Crook, Assistant City Manager DATE OF MEMO: September 21, 2017 MEETING DATE: September 26, 2017 RE: Use of Social Sustainability Dashboard in 2018 Social Services Grantmaking REQUEST OF COUNCIL: Council members have expressed interest in using information from the Social Sustainability section of the 2017 Sustainability Report to help guide social services grant making. Staff will be presenting a proposal aimed toward this end for the 2018 grant cycle, and is seeking Council feedback on the proposal. PREVIOUS COUNCIL ACTION: Council previously called for development of environmental, economic, and social sustainability dashboards. Staff developed sustainability outcomes and key performance measures with input from subject matter experts and stakeholders. Subsequently, Council reviewed and approved the community-based outcome statements and measures. Staff previously presented the Environmental Sustainability Dashboard measures to City Council on December 3, 2013; the Economic Sustainability Dashboard measures to City Council on November 2, 2015; and the Social Sustainability Dashboard measures to City Council on March 20, 2017. On July 17, 2017, staff presented the report and recommendations derived from the data. Council subsequently selected two issues – decarbonization (expressed as carbon footprint) and investments in APCHA modernization, for incorporation in to Top Ten goals. BACKGROUND: Historically, in the absence of good data and a clear picture of what a successful social environment might look like, Council has found it challenging to agree on specific priorities for social services funding. Before the Social Sustainability section of the Sustainability Report was developed, staff informally discussed its potential use in helping to identify funding priorities. The thinking was that such a dashboard, with its combination of community-derived outcomes and specific measures of status, could provide a foundation that Council might use to guide its funding discussion. As such, it would bring data-driven metrics and long-term results as reference. Based on interest expressed at that time, staff is now returning with suggestions for potential use in the 2018 grant cycle. For reference, Exhibit A provides a list of the outcomes and the associated measures of success for Social Sustainability. P2 I. 2 DISCUSSION In suggesting that the Social Sustainability dashboard be used to guide grant making, the intention is not that the report be the sole criteria for selecting grants, but rather that it act as a “first filter”. Relevant “first filter” questions that could be asked include: 1. Will the grant request reduce a gap identified through the key measures in the report? 2. Will the grant request support an existing action, a proposed action or a new recommendation critical to moving those measures in the right direction? 3. Will the grant request otherwise contribute toward the achievement of the outcomes? 4. In comparison with other proposals, how effectively will a proposal do the above? In thinking through those questions, several opportunities and issues appear particularly relevant to consider as potential priorities for future social services grants: 1) Programs to address gaps in 3rd grade reading proficiency o 25% of third graders were not deemed to be reading at grade level 2) Programs to prevent obesity and improve nutrition o 46% and 47% of surveyed workers at major employers were deemed to be at risk 3) Programs to reduce suicide rates o While not the most common cause of death, deaths from suicides in Pitkin County are 25% higher than the state average 4) Early prevention programs to reduce harmful behaviors in teens o Proposed by police, this could address multiple needs 5) Programs to address needs associated with homeless persons, in particular, those that investigate the needs of homeless persons with disabilities (estimated at 52% in an area survey) and how those needs might influence service delivery choices Each of the above topics has traditionally been eligible for social services grants. Beyond these, other needs might be considered for social service funding in future years, should Council determine to expand the types of programs and activities eligible for use of the funds. Those include: Education and Lifelong Learning: Additional childcare capacity Household Financial Security Additional childcare subsidies Outreach to enroll more eligible people in healthcare programs Strategic planning for community subsidies Actions to modernize and improve the efficiency and effectiveness of APCHA programs Health and Well-being Exploring the viability of a crisis stabilization or similar facility in the valley Support of coordinated mental health services Public Safety and Preparedness Funding a Police position with a specialization in social services needs and connections P3 I. 3 Community Connectedness Exploring needs associated with a growing population of residents for whom English is not the first language RECOMMENDATIONS: In 2018, that Council consider focusing initial grant priorities on the following needs identified in the sustainability report: 1) Programs to address gaps in 3rd grade reading proficiency 2) Programs to prevent obesity and improve nutrition 3) Programs to reduce suicide rates 4) Early prevention programs to reduce harmful behaviors in teens 5) Programs to identify and consider the impact of disabled homeless persons on service delivery choices FINANCIAL/BUDGET IMPACTS: No requests for additional social services funding are being made. Recommendation are for focus of current funds. ENVIRONMENTAL IMPACTS: These recommendations focus on social sustainability. They are not anticipated to have an effect on environmental impacts. ALTERNATIVES: Council could elect to forego consideration of these priority areas, select different priority areas or have no formal preference on where to focus social services grant funds. PROPOSED MOTION: No motion is proposed; this is an informational presentation. CITY MANAGER COMMENTS: ________________________ ________________________ P4 I. •EDUCATION & LIFELONG LEARNING Parents are engaged with their children, and have the skills and support needed to effectively parent. Children are ready for kindergarten, having benefited from high quality childcare settings. They have access to excellent schools; succeed academically; develop the social and life assets needed for success and happiness; and graduate ready for college or a career. After graduation, adults are able to find work in the Valley should they wish to; have access to continuing professional development opportunities; and can contribute as the next generation of Aspen residents. •HOUSEHOLD FINANCIAL SECURITY •Individuals and families can thrive in Aspen. Workers are able to find housing options that allow them to live in or near Aspen, without excessive wait times. Housing that matches the needs of all stages of life, income and abilities is available. Jobs are available and diverse, and wages sufficient to support seasonal and permanent workers at an acceptable quality of life. Housing and job opportunities are well times of difficulty, residents know where and how to access assistance. Local assistance resources are available. •HEALTH & WELL •The balance of mind, body and spirit is exemplified in Aspen. Aspen residents are active, have healthy life habits and excellent health outcomes. They have close by access to medical, dental and mental health services. Prices for care are reasonable in comparison with other locations. A variety of providers focused on well and prevention, as well as care, are available. Quality of life is high. •PUBLIC SAFETY & PREPAREDNESS •Crime rates are low, and victim supports are available. Public spaces, commercial areas and neighborhoods do not present major safety hazards. Further, they are accessible to people of a variety of ages and abilities. Effective precautions and plans to deal with emergencies or extreme conditions (such as epidemics, wildfire, climate change, drought or power outages) are in place. Discrimination and associated violence against others is rare. •COMMUNITY CONNECTIONS •Residents have a variety of opportunities for nurturing relationships and spirituality. Choices for community engagement through schools, non businesses, and local government are plentiful. Participation rates in key opportunities are high, across age groups, income groups and ethnicities. Residents report having supportive relationships; actively participating in activities of importance to them; enjoying their community; and taking pride in their community. EXHIBIT A: SOCIAL SUSTAINABILITY OUTCOMES EDUCATION & LIFELONG LEARNING Parents are engaged with their children, and have the skills and support needed to effectively parent. Children are ready for kindergarten, having benefited from high quality childcare settings. They have access to excellent schools; succeed academically; develop the social and life assets needed for success and happiness; and graduate ready for college or a career. After graduation, adults are able to find work in the Valley should they wish to; have access to continuing professional development opportunities; and can contribute as the next generation of Aspen HOUSEHOLD FINANCIAL SECURITY Individuals and families can thrive in Aspen. Workers are able to find housing that allow them to live in or near Aspen, without excessive wait times. Housing that matches the needs of all stages of life, income and abilities is available. Jobs are available and diverse, and wages sufficient to support seasonal and permanent workers at an acceptable quality of life. Housing and job opportunities are well-communicated (available and known) to job seekers. In times of difficulty, residents know where and how to access assistance. Local assistance resources are available. HEALTH & WELL-BEING The balance of mind, body and spirit is exemplified in Aspen. Aspen residents are active, have healthy life habits and excellent health outcomes. They have close by access to medical, dental and mental health services. Prices for care are reasonable in comparison with other locations. A variety of providers focused on well and prevention, as well as care, are available. Quality of life is high. PUBLIC SAFETY & PREPAREDNESS Crime rates are low, and victim supports are available. Public spaces, commercial areas and neighborhoods do not present major safety hazards. Further, they are accessible to people of a variety of ages and abilities. Effective precautions and plans to deal with emergencies or extreme conditions (such as epidemics, wildfire, climate change, drought or power outages) are in place. Discrimination and associated violence against others is rare. COMMUNITY CONNECTIONS Residents have a variety of opportunities for nurturing relationships and spirituality. Choices for community engagement through schools, non-profits, churches, businesses, and local government are plentiful. Participation rates in key opportunities are high, across age groups, income groups and ethnicities. Residents report having supportive relationships; actively participating in activities of importance to them; enjoying their community; and taking pride in their 4 Parents are engaged with their children, and have the skills and support needed to effectively parent. Children are ready for kindergarten, having benefited from high- quality childcare settings. They have access to excellent schools; succeed academically; develop the social and life assets needed for success and happiness; and graduate ready for college or a career. After graduation, adults are able to find work in the Valley should they wish to; have access to continuing professional development opportunities; and can contribute as the next generation of Aspen Individuals and families can thrive in Aspen. Workers are able to find housing that allow them to live in or near Aspen, without excessive wait times. Housing that matches the needs of all stages of life, income and abilities is available. Jobs are available and diverse, and wages sufficient to support seasonal and permanent workers at an acceptable quality of life. Housing and job communicated (available and known) to job seekers. In times of difficulty, residents know where and how to access assistance. Local The balance of mind, body and spirit is exemplified in Aspen. Aspen residents are active, have healthy life habits and excellent health outcomes. They have close by access to medical, dental and mental health services. Prices for care are reasonable in comparison with other locations. A variety of providers focused on well-being and prevention, as well as care, are available. Quality of life is high. Crime rates are low, and victim supports are available. Public spaces, commercial areas and neighborhoods do not present major safety hazards. Further, they are accessible to people of a variety of ages and abilities. Effective precautions and plans to deal with emergencies or extreme conditions (such as epidemics, wildfire, climate change, drought or power outages) are in place. Discrimination and Residents have a variety of opportunities for nurturing relationships and spirituality. profits, churches, businesses, and local government are plentiful. Participation rates in key opportunities are high, across age groups, income groups and ethnicities. Residents report having supportive relationships; actively participating in activities of importance to them; enjoying their community; and taking pride in their P5 I. 5 EXHIBIT B: SOCIAL SUSTAINABILITY Measures & Performance Status of Target Meeting/Exceeding Not Meeting; Within Range Not Meeting No Target EDUCATION & LIFELONG LEARNING. The Aspen community has access to excellent (pre)schools. Students (of all ages) succeed academically. They develop the social and life assets needed for success and happiness. Continued professional development opportunities are available. # of kindergarteners who had participated in some form of preschool In 2016, 98% of enrolled kindergartners attended some form of preschool. Licensed childcare capacity for children under 5 From 2010 to 2015, children under 5 years old in Pitkin County averaged at 748, while area capacity is averaged at 343 spots (from 2010-2016). This fulfills nearly half of the potential need for childcare in the county annually. Of the 2016 Kids First Survey respondents, 65% prefer childcare in licensed centers compared to the 48% currently served. % of third graders reading at grade level From 2013-2016, 76% of third graders in the Aspen School District were reading at grade level on average. Number of students with Individual Education Plans (IEPs) From 2011-2016, the percentage of Aspen School District students with IEPs has shown relative consistency around the average of 11%. Metric of high school student life readiness From 2010 to 2016, Pitkin County graduation rates are 95.1% and completion rates are 96.6% on average. Aspen School District ACT composite scores are 4.22 points or 12% higher than the state composite average. The Aspen High School exit self-assessment survey gives insight into seniors’ feelings of preparedness 83.9% agreed or strongly agreed, 11.4% were neutral, and 4.7% disagreed or strongly disagreed with the statement. % of adults who indicate they have sufficient access to opportunities to learn Pending Citizen Survey HOUSEHOLD FINANCIAL SECURITY. Individuals and families can thrive in Aspen. Workers can find housing options; jobs are available with sufficient wages; and social assistance is available and accessible. Self-sufficiency wage In 2015, the self-sufficiency wage for a family of four was $79,894 and for a single adult was $28,051. This represents a 30% and 20% increase respectively from 2004. These are the respective amounts needed to adequately meet basic needs without assistance of any kind. Household Capability Index Pending Citizen Survey Number of bids per APCHA As of 2017, the total APCHA ownership housing units is 1,631. The total APCHA rental housing units is 1,325. The number P6I. 6 ownership unit by category of bids for each category on average was 20 and 94 respectively. Number of bids per APCHA rental unit by category Match within the housing system Using APCHA-managed inventory as a proxy, there are 29 and 21 transfers within in the housing system. This indicates a relative constraint within the housing system to meet potential needs as family or personal circumstances change and/or grow. % of households in Aspen receiving economic assistance by type The largest form of economic assistance is through the affordable workforce housing program. In Aspen, it represents about 66% of the assistance. As for childcare assistance, it represents about 2%. Medicare assistance for Pitkin County has remained relatively stable from 2013 to 2015. HEALTH & WELL BEING. The balance of mind, body, and spirit is exemplified in Aspen. Aspen residents have healthy life habits and have access to affordable medical and health services. Relative household health care cost burden Within the Valley Health Alliance network, insurance premiums constitute 1.7-3.6% of average wage per employee in Pitkin County. Averaged amongst the five employers, cost burden of health insurance premiums is 2.9%. On average, VHA employers pay $564.71 and employees pay $119.93 of health insurance costs per member per month (PMPM). Availability of providers within 20 and 45 miles of Aspen There is a variety of provider availability within range of the City of Aspen. Oncologists are the top used physician within the City of Aspen network. Family practitioners, anesthesiologists, and orthopedic surgeons are more prevalent within proximate distance of Aspen. There are significantly lower number of providers who accept any form of public insurance. Leading health indicators From 2013-2015, the leading cause of injury hospitalizations per 100,000 people falls at 187 (Pitkin County) and 54 (Colorado). Over the same period, the leading causes of mortality in Pitkin County include malignant neoplasms (72), heart disease (49), and unintentional injuries (32). These top three causes correlate with the top three for the State of Colorado with 138, 126, and 47 respectively. Suicide is the fourth leading cause in Pitkin County at 25, while it ranks at number 7 on the state list (20). Prevalence and risk of health conditions Valley Health Alliance data of the five largest employers in Aspen shows that the most prevalent risk factors in the area are high cholesterol, arthritis, and broken bones. % indicating household is able to provide for its health care needs Pending Citizen Survey PUBLIC SAFETY & PREPAREDNESS. Crime rates are low and public spaces do not present major safety hazards. They are also accessible to people of all ages and abilities. Effective planning is in place to prepare for emergencies. Crime rates by type Crime rates both those against persons and property have declined in recent years. Crimes against persons averaged 248 in the period from 2010 -2016. The highest level of incidence is in the harassment category. Crimes against property averaged 606 in the same period. The highest level of incidence is the theft category. P7I. 7 Abuse and neglect rates by type On average from 2011 to 2016 there were 139 reported child abuse cases for Pitkin County. The adult abuse rate has increased in the same period from 25 to 79. This increase may be related to a more dedicated practice of tracking the cases. From 2011 to 2016, Aspen domestic violence cases have declined overall by 38%. Pitkin County domestic violence cases have remained relatively stable. % of police cases that involve mental illness and substance abuse The number of recorded mental illness cases increased from 25 (2014) to 44 (2016) which represents a 76% increase. The increase is partially related to a more dedicated practice in recording cases. In terms of crime related substance abuse there were 180 recorded cases in 2014 and 211 in 2016. Pitkin County Sheriff calls involving Mental Health/Welfare Checks has remained relatively stable from 2014-2016 with an average of 199 incidences. Sheriff Substance Abuse calls has seen an increase from 99 in 2014 to 129 in 2016 representing a 30% increase. Incidence of homelessness A point in time count of homelessness for the Roaring Fork Valley was taken in January 2017. The total count at that time was 129 persons (singles). In terms of Aspen Homeless shelter usage (day center, meals, overnight stays) there was a total of 8,345 uses in 2015 and a total of 9,248 uses in 2016. In 2016 there were 126,140 staff hours devoted serving the homeless at the shelter. % of acres in the Wildland Urban Interface deemed to be high/extreme wildfire risk Roughly half of the total Aspen NoHARM wildfire acreage is considered “High” or “Very High” wildfire risk. Most of this is within the Wildland component of 4,336 acres or 35%. The Intermix “High” and Interface “High” represent approximately 14% of the total NoHARM acreage which is most proximate to the city center. In 2015, the Hunter Creek prescribed burn treated 902 acres within the NoHARM area. Qualitative assessment of comprehensive emergency preparedness A qualitative assessment model of preparedness has been devised for the purposes of gauging performance on emergency preparedness. FEMA’s National Preparedness System (NPS) outlines an organized process for communities. The six parts (elements) found within the NPS feature in local emergency preparedness planning and operational documentation/structure. Public Space Accessibility Pending Citizen Survey COMMUNITY CONNECTIONS. Residents have a variety of opportunities for nurturing relationships and spirituality. Choices of community engagement are plentiful and participation rates are high. People take pride in their community Voter participation levels, by age From 2005-2015, Aspen’s number of votes cast average around 2,252 while runoff election votes average at 1,716. From 2008-2016, the average Pitkin County voter participation is 7,221. Neighborhood Connection Index Pending Citizen Survey % of Aspen workers who commute more than 10 miles Approximately 30% of Aspen’s workforce are residents of Aspen and 70% of the workforce commutes from outside Aspen. On average, Aspen residents commuting to Aspen jobs experience a 5 mile, 14-minute commute. Non-residents commuting to Aspen jobs experience a 20 mile, 33-minute commute. Ratio of permanent residents to total housing units The ratio of permanent households to total housing units has remained relatively constant from 2011 to 2015. Over the period, 53% of the total residences are permanent residences and 47% are temporary housing and/or not primary homes. % of households where In 2015, Aspen’s most predominant ethnicities were White and Hispanic at 5,727 people (85%) and 522 people (8%), P8I. 8 English is not spoken at home respectively. From 2009-2015, the percentage of the population where English is not the primary language spoken at home increased from 10% to 17%. A variety of languages other than English are spoken at home in Aspen (2015). In 2015, Spanish represented the highest percentage at 33%. Access to engagement opportunities, by type The Aspen area offers multiple and varied opportunities for social and communal engagement. There are an estimated 300 non-profits representing a range of interests around environmental, social, and economic sustainability and other outcomes. P9I. Page 1 of 2 MEMORANDUM TO: Mayor and City Council FROM: Don Taylor, Finance Director THRU: Barry Crook, Assistant City Manager DATE OF MEMO: September 22, 2017 MEETING DATE: September 26, 2017 RE: Update for City Council on Option to buy Truscott II REQUEST OF COUNCIL: This is only to inform the City Council of actions taken by APCHA to secure the community’s interest in the Truscott II rental project. PREVIOUS COUNCIL ACTION: In 2002 the City worked with APCHA and private equity partners to build 87 units utilizing Low Income Housing Tax Credits (LIHTC). BACKGROUND: Truscott II, LLP was formed in 2002 to use tax credit financing to construct the 87 units. Private equity partners were a part of the Truscott II partnership and paid for the tax credits that created part of the financing necessary to construct the project. HUD regulations require that the partnership must remain in existence for at least 15 years. The fifteen years has passed and APCHA, as the general partner, has the option to buy out the private equity interest. DISCUSSION: Staff negotiated a price for the interest of the private equity based on market and reflecting the deed restriction. After taking the outstanding debt into account the interest of the private equity partners was determined to be $350,000. The attached transfer agreement creates a put and a call that greatly incentivizes the transfer of the interest for the $350,000 amount. The actual transfer will not take place until January. The purpose of executing the transfer agreement now is to lock down the terms of the transfer to avoid any last-minute negotiating. At the time of closing a less than 50% interest would be assigned to the City and the balance would be assigned APCHA as the existing general partner. This is to maintain the partnership organizational structure for when the City pursues a rehab of the project. The plan is to utilize the reserves that current exist within the Truscott II to pay for the acquisition of the interest. If the partnership is re-syndicated, the reserves will be replenished. P10 II. Page 2 of 2 Staff is in the preliminary stages of determining how it refurbish and repair Truscott II. There are some serious issues that need to be addressed and with 87 units, the logistics of moving tenants will be formidable. There is also an evaluation of additional units as part of the analysis although providing for additional parking will be a problem. FINANCIAL/BUDGET IMPACTS: The Truscott II enterprise fund will use $350,000 of its reserves to buy out the private equity interest. RECOMMENDED ACTION: No action required currently. At the time of closing the City Council will need to act to accept a portion of the interest in the property. ALTERNATIVES: None at this time. PROPOSED MOTION: CITY MANAGER COMMENTS: ATTACHMENTS: Transfer Agreement. P11 II. TRANSFER AGREEMENT THIS TRANSFER AGREEMENT (the “Agreement”) is dated as of June ____, 2017 (the “Effective Date”), by and among MMA TRUSCOTT HOUSING PHASE II, LLC, a Delaware limited liability company formerly known as Lend Lease Truscott Housing Phase II, LLC (the “Investor Limited Partner”), SLP, INC., a Massachusetts corporation (the “Special Limited Partner”), and ASPEN/PITKIN COUNTY HOUSING AUTHORITY, a Colorado multi- jurisdictional housing authority (the “General Partner”). W I T N E S S E T H: WHEREAS, the parties hereto are partners of Truscott Phase II LLLP, a Colorado limited liability limited partnership (the “Partnership”), governed by a certain First Amended and Restated Agreement of Limited Partnership dated as of May 3, 2002, as amended by Amendment One to the First Amended and Restated Agreement of Limited Partnership dated as of April ___, 2003 (collectively, the “Partnership Agreement”); WHEREAS, the interest of the Investor Limited Partner in the capital, profits, losses and distributions of the Partnership and its rights and obligations as the Limited Partner (the “ILP Interest”) and the interest of the Special Limited Partner in the capital, profits, losses and distributions of the Partnership and its rights and obligations as Special Limited Partner (the “SLP Interest”; the ILP Interest and the SLP Interest are hereinafter collectively referred to as the “Interests”) are as set forth in the Partnership Agreement; and WHEREAS, the Investor Limited Partner and the Special Limited Partner desire the right to transfer their respective Interests to the General Partner or its designee upon the terms hereinafter set forth; NOW, THEREFORE, for good and valuable consideration paid by the General Partner to each of the Investor Limited Partner and the Special Limited Partner, the receipt and sufficiency of which are hereby acknowledged by the Investor Limited Partner and the Special Limited Partner, the parties agree as follows: 1. The Investor Limited Partner shall be entitled, for a period of three (3) consecutive calendar months beginning immediately after the expiration of the Compliance Period on December 31, 2017 (the “Put Period”), to “put” its ILP Interest to the General Partner or an Affiliate of the General Partner (the “Designated Assignee”) and the Special Limited Partner shall be entitled to simultaneously “put” its SLP Interest to the General Partner or its Designated Assignee. Said put rights shall be exercisable by written notice of the Investor Limited Partner to the General Partner at any time between January 1, 2018 and February 1, 2018, in the form annexed hereto and incorporated herein as Exhibit A. The closing of the transfer and sale of the ILP Interest and the SLP Interest pursuant to this Section 1 must occur on or prior to March 31, 2018, and the purchase price of the ILP Interest to be paid by the General Partner or its Designated Assignee at closing shall be $340,000 and the purchase price of the P12 II. 2 SLP Interest to be paid by the General Partner or its Designated Assignee at closing shall be $10,000 (collectively, the “Put Purchase Price”). If not previously paid, the General Partner shall cause the Partnership to pay to the Investor Limited Partner contemporaneously with any payment of the Put Purchase Price a supplemental amount equal to 100% of the Investor Limited Partner’s 2016 Asset Management Fee and share of the Partnership’s 2016 Cash Flow (the “Supplemental Amount”). The parties acknowledge and agree that the Investor Limited Partner shall not be paid any portion of the Investor Limited Partner’s 2017 Asset Management Fee or share of the Partnership’s 2017 Cash Flow upon the Limited Partners’ exercise of their respective “put” rights described in this Section 1. The General Partner hereby consents to the transfers contemplated by this Section 1. 2. At any time between April 1, 2018 and June 30, 2018 (the “Call Period”), the General Partner shall be entitled to require the Investor Limited Partner to sell its ILP Interest and the Special Limited Partner to sell its SLP Interest to the General Partner or the Designated Assignee. Said “call” right shall be exercisable by written notice of the General Partner to the Investor Limited Partner at any time between April 1, 2018 and June 1, 2018, in the form annexed hereto as Exhibit B. The closing of the transfer and sale of the ILP Interest and the SLP Interest pursuant to this Section 2 must occur on or prior to June 30, 2018, and the purchase price of the ILP Interest and the SLP Interest to be paid by the General Partner or its Designated Assignee at closing (collectively, the “Call Purchase Price”), shall be the fair market value of the ILP Interest and the SLP Interest (“FMV”) assuming the sale of the Property and the distribution of net sale proceeds in accordance with Section 10.1B of the Partnership Agreement. If not previously paid, the General Partner shall cause the Partnership to pay the Investor Limited Partner the Supplemental Amount contemporaneously with any payment of the Call Purchase Price. The Investor Limited Partner agrees that that certain valuation of the Property prepared by CBRE Seattle (the “Appraiser”) dated March 22, 2017 (the “Existing Valuation”), a copy of which Existing Valuation is annexed hereto as Exhibit C, shall be used to establish the FMV. The General Partner, the Investor Limited Partner and the Special Limited Partner acknowledge and agree that the General Partner shall be required to obtain an updated valuation of the Property from the Appraiser to determine FMV if there have been significant changes to the circumstances of the Property or the Partnership since the Existing Valuation (such as significant increases or decreases in rental revenue, operating expenses and/or immediate capital needs) (the “Significant Changes”). The parties shall use good faith efforts to reach an agreement regarding FMV within fourteen (14) days after (i) the General Partner’s exercise of its call right if no updated valuation is required because there have been no Significant Changes, or (ii) the parties’ receipt of the Appraiser’s updated valuation reflecting the Significant Changes, as applicable. Notwithstanding anything to the contrary contained herein, in no event shall the General Partner be entitled to exercise its call right under this Section 2 if the failure to consummate the transfer of the Interests described in Section 1 arises from any breach by the General Partner, any Designated Assignee and/or the Partnership of any of their respective obligations described in Sections 1, 3 and 6 hereof. 3. The parties agree that the transfers of the Interests described in this Agreement shall be evidenced by an Assignment of Limited Partner Interests and Second Amendment to the First Amended and Restated Agreement of Limited Partnership in substantially the form annexed hereto and incorporated herein as Exhibit D (the “Assignment”). The General Partner shall be solely liable for the payment of any and all transfer fees, taxes and assessments resulting from P13 II. 3 the transfers of the Interests, and solely responsible for obtaining on or prior to closing any and all necessary third party consents or approvals to such transfers and the payment on or prior to closing of any and all fees and expenses assessed by such consenting parties. The Investor Limited Partner and Special Limited Partner agree to cooperate with the General Partner in this effort provided and on the express condition that such cooperation does not require the expenditure of any funds. The General Partner shall not be liable for the Federal or State income taxes incurred by the Investor Limited Partner and/or the Special Limited Partner resulting from the transfers. 4. In any year in which transfer of the Interests occur, the Partnership shall use the interim closing of the books method for purposes of allocating partnership items between the transferor and transferee Partners. The Partners hereby agree that the General Partner will not cause the Partnership to make an election under Section 754 of the Code during any tax year or partial year in which the Investor Limited Partner or the Special Limited Partner is a Partner in the Partnership. 5. In the event the General Partner or its Designated Assignee shall fail to observe or perform any of its obligations under this Agreement, then notwithstanding anything to the contrary contained in the Partnership Agreement, the Special Limited Partner may at any time thereafter, at its option and without notice, (i) exercise on behalf of itself and/or on behalf of the Investor Limited Partner against the General Partners any and all of rights and remedies of the Special Limited Partner and/or the Investor Limited Partner against the General Partner and/or take such other actions or proceedings as the Special Limited Partner deems necessary or advisable, and/or (ii) notwithstanding anything to the contrary contained in this Agreement or the Partnership Agreement, freely assign or otherwise dispose of all or any portion of the Interests and effect the admission of any substitute partner(s) without the consent of the General Partner. Such options shall continue until all such breaches have been cured, and may be exercised individually, sequentially or in concert, all such remedies being cumulative, the exercise of one not being deemed a waiver of any of the others or a cure of any breach. 6. The parties hereby agree to execute and deliver such additional documents (including without limitation an amendment to the Partnership Agreement) as any of them shall reasonably request for the purpose of further evidencing and implementing the transfer of the Interests in accordance with this Agreement. 7. Each provision of this Agreement shall be considered separable and if for any reason any provision herein is determined to be invalid or unenforceable against one or more persons such invalidity or unenforceability shall not impair the operation of or enforceability of the same or other provisions of this Agreement generally or against any other persons, as the case may be. 8. All notices or other communications required or permitted hereunder shall be in writing, shall be sent to the parties at their respective addresses below by a nationally recognized overnight courier service that provides tracking and proof of receipt of items mailed and with next-business-day delivery guaranteed, and shall be deemed received the business day after the same has been deposited with such overnight courier service: P14 II. 4 (a) if to the Investor Limited Partner and/or the Special Limited Partner: c/o Boston Financial Investment Management, LP, 101 Arch Street, Boston, Massachusetts 02110, Attn: Asset Management – Trustcott Housing Phase II; and Attn: Nancy Powell; and (b) if to the General Partner: _________________________________________________________________. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same agreement. 10. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in the Partnership Agreement. [End of page; signature page follows.] P15 II. 5 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered as a sealed instrument as of the date referenced above. INVESTOR LIMITED PARTNER: MMA Truscott Housing Phase II, LLC By: West Cedar Managing, Limited Partnership, its Manager By: BFRP-WCM, LLC, its General Partner By: ___________________________ Kenneth J. Cutillo Manager SPECIAL LIMITED PARTNER: SLP, INC. By: ___________________________ Kenneth J. Cutillo President GENERAL PARTNER: ASPEN/PITKIN COUNTY HOUSING AUTHORITY By: _________________________________ Name: Title: P16 II. A-1 EXHIBIT A NOTICE OF DETERMINATION TO EXERCISE RIGHT TO PUT LIMITED PARTNER INTERESTS IN TRUSCOTT PHASE II LLLP The undersigned, MMA Trustcott Housing Phase II, LLC (“ILP”), being a party to that certain Transfer Agreement dated as of June _____, 2017 (the “Transfer Agreement”), by and among ILP, SLP, Inc. (“SLP”), and Aspen/Pitkin County Housing Authority (“General Partner”), hereby acknowledges as follows: WHEREAS, pursuant to the Transfer Agreement, ILP is entitled to put all of its ILP Interest to the General Partner after the expiration of the Compliance Period; WHEREAS, pursuant to the Transfer Agreement, ILP must provide the General Partner with written notice of its decision to exercise its put right; and WHEREAS, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Transfer Agreement; NOW, THEREFORE, ILP hereby notifies the General Partner that the ILP hereby exercises its put right with respect all of its ILP Interest. IN WITNESS WHEREOF, the undersigned has set its hand and seal as of the _____ day of ____________, 201__. MMA TRUSCOTT HOUSING PHASE II, LLC By: West Cedar Managing, Limited Partnership, its Manager By: BFRP-WCM, LLC, its General Partner By: __________________________ Name: Title: P17 II. B-1 EXHIBIT B NOTICE OF DETERMINATION TO EXERCISE RIGHT TO CALL LIMITED PARTNER INTERESTS IN TRUSCOTT PHASE II LLLP The undersigned, Aspen/Pitkin County Housing Authority (“General Partner”), being a party to that certain Transfer Agreement dated as of June _____, 2017 (the “Transfer Agreement”), by and among MMA Trustcott Housing Phase II, LLC (“ILP”), and SLP, Inc. (“SLP”), and, hereby acknowledges as follows: WHEREAS, pursuant to the Transfer Agreement, General Partner is entitled to call all of the ILP Interest and the SLP Interest on or after April 1, 2018; WHEREAS, pursuant to the Transfer Agreement, General Partner must provide ILP with written notice of its decision to exercise its call right; and WHEREAS, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Transfer Agreement; NOW, THEREFORE, General Partner hereby notifies ILP that General Partner hereby exercises its call right with respect all of the ILP Interest and the SLP Interest. IN WITNESS WHEREOF, the undersigned has set its hand and seal as of the _____ day of ____________, 201__. ASPEN/PITKIN COUNTY HOUSING AUTHORITY By: _________________________________ Name: Title: P18 II. C-1 EXHIBIT C EXISTING APPRAISAL (Attached) P19 II. D-1 EXHIBIT D ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNER INTERESTS AND SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP TRUSCOTT PHASE II LLLP THIS ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNER INTERESTS AND SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “Amendment”) of TRUSCOTT PHASE II LLLP, a Colorado limited liability limited partnership (the “Partnership”), is dated and effective as of __________________, 2018 (the “Effective Date”), by and among MMA TRUSCOTT HOUSING PHASE II, LLC, a Delaware limited liability company formerly known as Lend Lease Truscott Housing Phase II, LLC (“MMA”), SLP, INC., a Massachusetts corporation (“SLP”; MMA and SLP are hereinafter collectively referred to as the “Assignor”), __________________________, a ___________________________ (the “Assignee”), and ASPEN/PITKIN COUNTY HOUSING AUTHORITY, a Colorado multi-jurisdictional housing authority (the “General Partner”). W I T N E S S E T H: WHEREAS, MMA acquired the Investor Limited Partner Interest in the Partnership, including but not limited to a 99.99% interest in all profits, losses and tax credits under Section 42 of the Code (the “ILP Interest”) and SLP acquired the Special Limited Partner Interest in the Partnership (the “SLP Interest”; the ILP Interest and the SLP Interest are hereinafter collectively referred to as the “LP Interest”) pursuant to the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 3, 2002, by and among the General Partner and the Assignor (as amended by Amendment One to the First Amended and Restated Agreement of Limited Partnership dated as of April ___, 2003, the “Agreement”); WHEREAS, Section 8.1 of the Agreement permits the Assignor to transfer and assign all or any part of the LP Interest to the Assignee; WHEREAS, Section 8.2 of the Agreement authorizes the substitution of the Assignee as a Substitute Limited Partner in the Partnership; WHEREAS, as of the Effective Date, the Assignor wishes to assign its ILP Interest to the Assignee for $340,000 (the “ILP Purchase Price”), the SLP Interest to the Assignee for $10,000 (the “SLP Purchase Price”; the ILP Purchase Price and the SLP Purchase Price are hereinafter collectively referred to as the “Purchase Price”), plus an amount equal to the unpaid 2016 Asset Management Fee and 2016 Cash Flow payable by the Partnership to MMA (collectively, the “Supplemental Amount”), and the Assignee wishes to accept such assignment of the LP Interest for the consideration and upon the terms and conditions of this Amendment; P20 II. D-2 WHEREAS, the Assignee is willing to undertake all of the obligations of the Assignor under the Agreement (the “Obligations”); and WHEREAS, the General Partner desires to acknowledge such undertaking of the Obligations by the Assignee and to release the Assignor from the Obligations and all other liabilities in connection with the LP Interest. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration hereinafter described, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Capitalized terms used but not defined herein shall have the respective meanings attributed thereto in the Agreement. 2. As of the Effective Date and in consideration of the Purchase Price paid by the Assignee to the Assignor and the Supplemental Amount paid by the Partnership to MMA, the Assignor assigns to the Assignee and the Assignee accepts from the Assignor, one hundred percent (100%) of the Assignor’s right, title and interest in and to the LP Interest, including, without limitation, the Assignor’s entire right to allocations of profits or losses and tax credits under Section 42 of the Code and all items entering into the computation thereof, and to all distributions of Cash Flow and proceeds from a Capital Transaction, however denominated, under the Agreement; provided, however, that (i) solely for purposes of allocating the profits, losses and tax credits from operations (collectively, the “Tax Benefits”) between the Assignor and the Assignee, the Assignor shall receive all Tax Benefits attributable to any day before the Effective Date and the Assignee shall receive all Tax Benefits attributable to the Effective Date and any day thereafter; and (ii) the Assignee shall receive all distributions of Cash Flow or proceeds from a Capital Transaction distributed by the Partnership after the Effective Date regardless of whether such distributions are attributable to any period prior or subsequent to the Effective Date. 3. In consideration of the assignment effected hereby, the Assignee hereby assumes and agrees to discharge all of the Obligations of Assignor under the Agreement as of the Effective Date. Assignee further covenants and agrees to (i) pay as of the Effective Date any and all state, local and county transfer taxes and assessments resulting from the transfer of the LP Interest from Assignor to Assignee, (ii) timely complete and file all documents required by any taxing authorities in connection with the transfer of the LP Interest and payment of such transfer taxes and assessments, and (iii) provide to Assignor evidence reasonably acceptable to the Assignor that such taxes and assessments have been paid in full. The Partnership, the General Partner and the Assignee hereby covenant and agree to indemnify and hold the Assignor harmless from any loss or damage sustained by the Assignor as a result of the breach of any of the covenants in this Section 3, and acknowledge that losses and damages shall include any and all attorneys’ fees and expenses incurred by the Assignor in enforcing its rights and remedies hereunder. The provisions of this Section 3 shall be binding upon the successor and assigns of the Partnership, the General Partner and the Assignee and shall survive the Effective Date. 4. The General Partner, on behalf of itself , the Partnership and its affiliates, hereby (i) acknowledges and consents to the assignment of the LP Interest and assumption by the P21 II. D-3 Assignee of the Obligations pursuant to this Amendment, (ii) releases, remises and forever discharges the Assignor from all of the Obligations and from any and all other liabilities, claims, actions, or cause of actions, known or unknown, asserted or unasserted, which they or the Partnership may have relating to or growing out of any action or inaction taken or not taken in connection with the LP Interest and/or this Amendment and the transaction described herein, (iii) covenants and agrees that the General Partner and the Partnership shall indemnify the Assignor and its partners, officers, directors, shareholders and agents and hold the Assignor and its partners, officers, directors, shareholders and agents harmless from and against any loss, liability, damage, cost or expense incurred by reason of any demands, claims, suits, actions or proceeding arising out of the General Partner’s breach of any representation, warranty, covenant, or agreement in this Amendment, or pursuant to Section 6.7C of the Agreement; and (iv) represents and warrants that it has obtained any and all necessary third party consents or approvals to the assignment and assumption of the LP Interest described herein and has paid any and all fees and expenses assessed by such consenting parties on or prior to the Effective Date. By the execution of this Amendment, the Partnership and the General Partner hereby acknowledge and agree that the Assignor has fully and completely satisfied all of its obligations (financial or otherwise) under the Agreement. The General Partner covenants and agrees, at its expense, to deliver to the Assignor (i) on or before February 15, 2018, a final 2017 tax return and Schedule K-1s, (ii) on or before February 28, 2018, a 2017 audited balance sheet, statements of income, partners’ equity and cash flows and an unaudited adjusted trial balance for such year, (iii) on or before ________ 15, 2018, a final 2018 short year tax return and Schedule K-1s and an unaudited balance sheet, statement of income, partners’ equity and cash flow and an unaudited adjusted trial balance for the period of January 1, 2018 through the Effective Date, and (iv) on or before February 28, 2019, a 2018 audited balance sheet, statements of income, partners’ equity and cash flows and an unaudited adjusted trial balance for such year. [REVISE AS NEEDED ONCE CLOSING DATE IS KNOWN.] The provisions of this Section 4 shall survive the Effective Date. 5. By its execution hereof, the Assignee hereby agrees to become a Substitute Limited Partner of the Partnership and, subject to the foregoing provisions of this Amendment, agrees to be bound (to the same extent as the Assignor was bound) by the Agreement, the Project Documents and the provisions therein as they relate to the Assignor or the LP Interest. 6. The Assignee is hereby admitted as a Substitute Limited Partner with respect to the LP Interest for all purposes of the Agreement and the Assignor hereby withdraws as a Limited Partner of the Partnership. 7. The parties hereto hereby confirm the continuing validity and enforceability of the Agreement, acknowledging that the Assignee shall succeed to all rights and obligations of the Assignor thereunder as of the Effective Date. This provision shall be construed to amend the Agreement to the extent necessary to reflect the assignment of the LP Interest to the Assignee and to give effect to the other provisions of this Amendment. 8. Exhibit A to the Agreement is hereby amended to the extent necessary to reflect the withdrawal of MMA and SLP from the Partnership and the admission of the Assignee to the Partnership as a Substitute Limited Partner. P22 II. D-4 9. Notwithstanding any provisions to the contrary in the Agreement and after consultation with its counsel, the General Partner hereby consents to the transfer and assignment of the LP Interest to the Assignee and the substitution of the Assignee as a Substitute Limited Partner with respect to the LP Interest pursuant to this Amendment without any conditions or requirements other than with respect to the representations, warranties, covenants and undertakings of the parties expressly set forth in this Amendment, including, without limitation, the Assignee’s (i) assumption of, and agreement to pay, the Obligations, and (ii) agreement to be bound by the terms of the Agreement and the Project Documents. 10. The General Partner and/or any Affiliate of the General Partner (collectively, the “Sponsor”) jointly and severally covenant and agree that after the expiration of the Compliance Period and prior to the resyndication of the tax credit equity interest in a successor owner of the Property formed by the Sponsor, Sponsor shall request and upon receipt, consider accepting, a final offer of equity commitment terms from Boston Financial Investment Management, LP or its affiliates (“BFIM”). BFIM shall be deemed a third party beneficiary of this paragraph. This paragraph shall survive the Effective Date. 11. The parties hereto hereby agree to reasonably cooperate in good faith to effect any further amendments to the Agreement and to take such other steps as may be necessary or appropriate in order to more fully reflect and further evidence the assignment of the LP Interest and the other transactions effected hereby. 12. This Amendment may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties have not signed the original or the same counterpart. [End of text; signature page follows] P23 II. D-5 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered under seal as of the Effective Date. ASSIGNOR: MMA TRUSCOTT HOUSING PHASE II, LLC By: West Cedar Managing, Limited Partnership, its Manager By: BFRP-WCM, LLC, its General Partner By: _______________________ Kenneth J. Cutillo Manager SLP, INC. By: ___________________________ Kenneth J. Cutillo President ASSIGNEE AND SUBSTITUTE LIMITED PARTNER: ______________________________ By: __________________________ Name: Title: GENERAL PARTNER: ASPEN/PITKIN COUNTY HOUSING AUTHORITY By: ____________________________ Name: Title: P24 II.