Thursday, June 11, 2020 9:00 A. M

NEW YORK STATE HOUSING FINANCE AGENCY STATE OF NEW YORK MORTGAGE AGENCY NEW YORK STATE AFFORDABLE HOUSING CORPORATION STATE OF NEW YORK MUNICIPAL BOND BANK AGENCY TOBACCO SETTLEMENT FINANCING CORPORATION STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE COMMITTEE NEW YORK STATE HOUSING FINANCE AGENCY FINANCE AND PROGRAM COMMITTEE

641 LEXINGTON AVENUE, NEW YORK, NY 10017 (212) 688-4000 - FAX (212) 872-0789

BOARD MEETINGS THURSDAY, JUNE 11, 2020 9:00 A. M.

ANDREW M. CUOMO RUTHANNE VISNAUSKAS Governor Commissioner/CEO

BOARD OF DIRECTORS

HFA/AHC MEMBERS SONYMA DIRECTORS

Kenneth G. Adams, Chairman Kenneth G. Adams, Chairman RuthAnne Visnauskas , Vice Chair RuthAnne Visnauskas, Vice Chair Michael R. Schmidt Jonathan A. Ballan Joyce L. Miller David E. Kapell Robert Mujica Joyce L. Miller Robert Mujica Maria T. Vullo Bethaida Gonzalez

MBBA/TSFC MEMBERS/DIRECTORS Kenneth G. Adams, Chairman Joyce Miller Robert Mujica Rossana Rosado Andrew SanFilippo

STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE COMMITTEE

Kenneth G. Adams, Chairman Jonathan A. Ballan David E. Kapell Robert Mujica RuthAnne Visnauskas

641 Lexington Avenue • New York, NY 10022 • nyshcr.org

F:\LEGAL\LV\2020\Board book June 11\Member Listing\Member Listing.docx

NEW YORK STATE HOUSING FINANCE AGENCY NEW YORK STATE AFFORDABLE HOUSING CORPORATION STATE OF NEW YORK MORTGAGE AGENCY STATE OF NEW YORK MUNICIPAL BOND BANK AGENCY TOBACCO SETTLEMENT FINANCING CORPORATION STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE COMMITTEE NEW YORK STATE HOUSING FINANCE AGENCY FINANCE AND PROGRAM COMMITTEE JUNE 11, 2020 ______

SHARED ACTION ITEMS:

1. Approval of the transcript of the meetings of the New York State Housing Finance Agency, the State of New York Mortgage Agency, the Affordable Housing Corporation, the State of New York Mortgage Insurance Committee and the New York State Housing Finance Agency Finance and Program Committee held via telephone on May 14, 2020.

2. Authorization to amend (i) the Budget for the BAM project (ii) the not to exceed amount paid under IT Temporary Staffing Consultant Services Contracts (“IT Contracts”) and (iii) the not to exceed amount paid under HFA’s Hosting Technology Agreement with ProLink. (HFA/SONYMA/AHC/MBBA/TSFC)

CONSENT ITEM:

3. Approval of independent audit contracts with Ernst & Young LLP (HFA/SONYMA/AHC/MBBA/TSFC).

ITEM REQUIRING MORTGAGE INSURANCE COMMITTEE ACTION:

4. Resolution of the SONYMA Mortgage Insurance Committee approving 100% mortgage insurance on a $5,550,000 CPC permanent first mortgage loan for Crannell Square; 35 Catharine Street, Poughkeepsie, Dutchess County.

ITEMS REQUIRING HFA FINANCE AND PROGRAM COMMITTEE AND HFA BOARD ACTION:

5. Resolutions of the HFA Finance and Program Committee and the HFA Members authorizing the issuance of refunding bonds for the purpose of refinancing outstanding tax-exempt debt obligations in an estimated amount of $80,000,000 for 15 Hudson Yards, City of New York, New York County.

6. Resolutions of the HFA Finance and Program Committee and the HFA Members recommending and approving the extension of the Initial Private Placement Mode End Date for 810 Fulton Street, Brooklyn, Kings County.

ITEMS REQUIRING AHC ACTION:

7. Approval of the Annual AHC PARIS Procurement Report for the fiscal year ending March 31, 2020.

8. Approval of AHC’s Annual Investment Report for fiscal year ending March 31, 2020.

9. Resolution approving the AHC March 31, 2020 Financial Statements.

10. Resolution approving a PARIS filing for the period ending March 31, 2020.

SHARED ACTION ITEMS:

ITEM 1:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS Governor Commissioner/CEO

June 4, 2020

FROM: Secretary to the Boards TO: HFA/AHC/SONYMA/MBBA/TSFC Members and Directors

SUBJECT: Adoption of Board meeting transcript.

As a result of the COVID crisis, and in accordance with the Governor’s Executive Order amending Article 7 of the Public Officers Law, the regularly scheduled Board meetings of the Agencies were held on May 14, 2020 via telephone conference, with the public having access to a telephone number through which they could listen to the meetings.

The Executive Order provided that the public have the ability to listen to the meeting, and that the meetings be transcribed.

In lieu of the usual Board minutes, attached is the transcript of the meetings, which include all the materials normally included in the minutes. The transcript is presented for your review. If there are no corrections, the transcript stands approved as read, and will be used as the Agencies’ records of proceeding.

641 Lexington Avenue • New York, NY 10022 • nyshcr.org

TRANSCRIPT OF THE MAY 14, 2020 BOARD MEETINGS OF THE STATE OF NEW YORK MORTGAGE AGENCY, THE NEW YORK STATE HOUSING FINANCE AGENCY, THE AFFORDABLE HOUSING CORPORATION, THE STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE COMMITTEE AND THE NEW YORK STATE HOUSING FINANCE AGENCY FINANCE AND PROGRAM COMMITTEE.

Linda Manley, Senior Vice President and Counsel to the Agencies, stated that she will now open the May 14, 2020 meeting of the Board of Directors of the New York State Housing Finance Agency, the State of New York Mortgage Agency, the Affordable Housing Corporation, the State of New York Mortgage Agency Mortgage Insurance Committee, and the New York State Housing Finance Agency Finance and Program Committee, and noted that because of the novel corona virus emergency in the State, and Federal bans on large meetings or gathering and pursuant to Governor Cuomo’s executive order 220.1 issued on March 12, 2020, which order was extended on April 9, 2020 certain provision of the open meetings law have been suspended.

Ms. Manley also stated that the Board meeting would be held by conference call instead of as a public meeting open for the public to attend in person, and that a call-in number was made public for the public to listen to the proceedings.

Ms. Manley noted that because of these special features a change in voting procedures would be put in place for this meeting and she would be asking each Board member to record their votes individually.

Ms. Manley asked for a motion to call the meeting of the HFA and AHC Boards to order. Chairman Adams made the motions and Mr. Curtis seconded. Mr. Olczak voted aye; Ms. Visnauskas voted aye. Ms. Manley noted the presence of a quorum for HFA and AHC.

Ms. Manley asked for a motion to call the meeting of the HFA Finance and Program Committee to order. Chairman Adams made the motion and Mr. Olczak seconded the motion. Ms. Visnauskas voted aye. Ms. Manley noted the presence of a quorum for the HFA Finance and Program Committee.

Ms. Manley asked for a motion to call the meeting of the SONYMA Board to order. Chairman Adams made the motion and Mr. Kapell seconded. Mr. Ballan voted aye, Ms. Vullo voted aye; Ms. Visnauskas voted aye, Mr. Olczak voted aye; and Ms. Gonzalez voted aye. Ms. Manley noted the presence of a quorum for SONYMA.

Ms. Manley asked for a motion to call the meeting of the SONYMA Mortgage Insurance Committee to order. Chairman Adams made the motion and Mr. Ballan seconded the motion. Mr. Kapell voted aye; Mr. Olczak voted aye; and Ms. Visnauskas voted aye. Ms. Manley noted the presence of a quorum for the MIF.

Ms. Manley noted that a last-minute scheduling conflict will prevent Chairman Adams from staying on and participating at today’s meeting. She noted that Chairman Adams’ vote is needed to maintain a quorum for HFA, as well as for voting purposes. Chairman Adams explained the circumstances to the Boards and noted that he had reviewed each of the items before the HFA Board and the Finance and Program Committee and was prepared to vote in favor of passage of each item. Ms. Manley proceeded to record Chairman Adams’s affirmative vote on each item on the HFA agenda. The transcript of proceedings will reflect his vote.

Ms. Manley proceeded to present the first item as the approval of the transcript of the meeting held on April 9, 2020. Ms. Manley asked Chairman Adams to vote and Chairman Adams voted aye.

Ms. Manley continued to present the second item as a resolution authorizing an amendment (i) to the Budget for the BAM project (ii) the not to exceed amount paid under IT Temporary Staffing Consultant Services Contracts and (iii) the not to exceed amount paid under HFA’s Hosting Technology Agreement with ProLink. Ms. Manley asked Chairman Adams to vote and Chairman Adams voted aye.

Ms. Manley presented the third item as the adoption of the resolution authorizing an amendment to the Agencies’ contract with Gartner. Ms. Manley asked Chairman Adams to vote and Chairman Adams voted aye.

Ms. Manley presented the fourth item as the Bond sale reports for quarters ending January 31, 2020 and April 30, 2020. Ms. Manley asked Chairman Adams to vote and Chairman Adams voted aye.

Ms. Manley presented the fifth item as the adoption of resolution extending HFA/SONYMA contract with TierPoint for leasing of space in connection with disaster recovery data center operations. Ms. Manley asked Chairman Adams to vote and Chairman Adams voted aye.

Ms. Manley presented the following item representing HFA Finance and Program as well as HFA member as the resolution authoring a $100,500,000 unrated, private placement financing for Dock Street apartments, Brooklyn, Kings County. Ms. Manley asked Chairman Adams to vote and Chairman Adams voted aye.

Ms. Manley also asked Chairman Adams if he would vote in the affirmative if a Board vote was requested to go into Executive Session. Chairman Adams voted aye.

Chairman Adams thanked the Boards for their consideration and exited the meeting. Ms. Manley noted that for purposes of conducting the meetings, Ms. Visnauskas would take on the responsibilities usually undertaken by Chairman Adams in leading the meetings.

Ms. Visnauskas made her monthly President’s report.

Ms. Visnauskas thanked everyone for participating by telephone at this Board meeting. She assured the Boards that HCR staff continued to perform work duties throughout this crisis to support our housing partners and residents of all housing that the Agency finances and regulates. Ms. Visnauskas noted that the Agency continued to take steps to ensure the ability of staff to work in a remote capacity, process vendor payments, manage traditional and electronic mail, and assist other New York State agencies concerning unemployment benefits and contact tracing. Ms. Visnauskas also provided an update on the Program area such as the Office of Housing Preservation and how all compliance reviews have been completed; she noted that Section 8 Housing Choice Voucher program staff worked virtually to complete re-certifications and other tasks that had been required to be done on-site; Weatherization Assistance Program continued to issue payments to sub-grantees; construction site visits for the Multifamily Finance Program have been performed virtually. On the Policy area the Agency continued to work with the Governor’s office to implement housing resources provided for in The Cares Act and housing resources provided for in The Heroes Act. She noted that The Heroes Act also included a $100 billion resource in additional rental assistance. Ms. Visnauskas stated that the Agency continued to advocate for additional housing resources and for innovative changes to support and protect the bond program. Ms. Visnauskas concluded by thanking the HCR staff for their work and the Board members for their support during the current pandemic.

Ms. Manley proceeded to present the board meeting transcript for the April Board meetings, and, noting that there were no comments from Board members, she stated that the transcript of those meetings was approved and would function in lieu of minutes. She noted that a transcript is required under the Governor’s Executive Order.

Ms. Visnauskas asked Ms. Manley to take the necessary steps required to go into Executive Session.

Ms. Manley asked for motions and second to go into Executive Session pursuant to Section 105 (f) of the Open Meeting Law to discuss the financial, credit or employment history of a particular corporation.

For HFA and AHC, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motions and Mr. Curtis seconded Mr. Olczak voted aye. Chairman Adams’ vote was recorded.

For HFA Finance and Program Committee, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motion and Mr. Olczak seconded the motion. Chairman Adams’ vote was recorded.

For SONYMA, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motion and Mr. Kapell seconded. Mr. Ballan voted aye, Ms. Vullo voted aye; Mr. Olczak voted aye; and Ms. Gonzalez voted aye.

For SONYMA Mortgage Insurance Committee, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motion and Mr. Ballan seconded the motion. Mr. Kapell voted aye; Mr. Olczak voted aye.

Ms. Manley reminded the Board members and staff that a separate call-in number was circulated for the Executive Session via email. Ms. Manley noted that MBBA/TSFC Board members Mr. SanFilippo and Ms. Baldwin, would be attending the Executive Session as guests.

All Board members entered Executive Session at 9:30 a.m.

Ms. Manley asked the motion and second to go back to public session at 10:05 a.m.

For HFA and AHC, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motions and Mr. Curtis seconded Mr. Olczak voted aye. Chairman Adams’ vote was recorded.

For HFA Finance and Program Committee, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motion and Mr. Olczak seconded the motion. Chairman Adams’ vote was recorded.

For SONYMA Mortgage Insurance Committee, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motion and Mr. Ballan seconded the motion. Mr. Kapell voted aye; Mr. Olczak voted aye.

Ms. Manley noted that the Boards were back in public session and that no votes were taken in executive session.

Ms. Visnauskas noted that the next two items on the agenda were sent to the Board members by separate cover.

Ms. Visnauskas moved to item two; a resolution authorization to amend (i) the Budget for the BAM project (ii) the not to exceed amount paid under IT Temporary Staffing Consultant Services Contracts (“IT Contracts”) and (iii) the not to exceed amount paid under HFA’s Hosting Technology Agreement with ProLink. Ms. Mallow presented the item.

Ms. Manley moved for adoption of:

A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY, STATE OF NEW YORK MORTGAGE AGENCY AND NEW YORK STATE AFFORDABLE HOUSING CORPORATION APPROVING AN AMENDMENT TO THE BUDGET FOR THE BUSINESS APPLICATION ODERNIZATION PROJECT, AN AMENDMENT TO THE AMOUNT PAID UNDER INFORMATION TECHNOLOGY TEMPORARY STAFFING CONSULTANT SERVICES CONTRACTS, AND AN AMENDMENT TO THE HOSTED TECHNOLOGY SERVICES AGREEMENT WITH PROLINK SOLUTIONS, INC.

Ms. Manley asked for motions and second. Ms. Visnauskas made the motion and Mr. Olczak seconded. Mr. Curtis voted aye; Ms. Gonzalez voted aye; Ms. Vullo voted aye; Mr. Ballan voted aye; and Mr. Kapell voted aye. Ms. Manley reminded that Chairman Adams voted in favor. The motion was carried and the resolution adopted.

Ms. Visnauskas moved to item three; the adoption of resolution authorizing an amendment to the Agencies’ contract with Gartner, Inc. Ms. Mallow presented the item.

Ms. Manley moved for the adoption of:

A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY, STATE OF NEW YORK MORTGAGE AGENCY, AND NEW YORK STATE AFFORDABLE HOUSING CORPORATION APPROVING AN AMENDMENT TO THE CONSULTANT SERVICES CONTRACT WITH GARTNER, INC.

For HFA and AHC, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motions and Mr. Curtis seconded Mr. Olczak voted aye. Ms. Manley reminded that Chairman Adams voted in favor. The motion was carried and the resolution adopted. Ms. Visnauskas noted that the next two items were consent items and no discussion was required unless requested by the Board members.

Ms. Visnauskas moved to item four: bond sale reports for quarters ending January 31, 2020 and April 30, 2020.

Ms. Manley moved for the adoption of:

A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AND STATE OF NEW YORK MORTGAGE AGENCY APPROVING THE AGENCIES' BOND SALE REPORT.

Ms. Manley asked for motions and second. Ms. Visnauskas made the motion and Mr. Olczak seconded. Ms. Gonzalez voted aye; Ms. Vullo voted aye; Mr. Ballan voted aye; and Mr. Kapell voted aye. Ms. Manley reminded that Chairman Adams voted in favor. The motion was carried and the resolution adopted.

Ms. Visnauskas moved to item five; a resolution extending HFA/SONYMA contract with TierPoint for leasing of space in connection with disaster recovery date center operations.

Ms. Manley moved for the adoption of:

A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AND STATE OF NEW YORK MORTGAGE AGENCY APPROVING THE CONTINUED RETENTION OF TIERPOINT NEW YORK, LLC FOR DISASTER RECOVERY SERVICES.

Ms. Visnauskas moved on to the next action item on the agenda for the SONYMA Mortgage Insurance Committee: a resolution approving 100% mortgage insurance on a $2,756,000 LIIF permanent first mortgage loan for 1415 Mott Avenue, Far Rockaway, Queens County. Mr. Friedman presented the item.

Ms. Manley moved for the adoption of:

A RESOLUTION OF THE MORTGAGE INSURANCE COMMITTEE OF THE STATE OF NEW YORK MORTGAGE AGENCY APPROVING MORTGAGE INSURANCE AND A COMMITMENT FOR THE PROVISION THEREOF FOR 1415 MOTT AVENUE, FAR ROCKAWAY, QUEENS COUNTY.

Ms. Manley asked for motions and second. Mr. Kapell made the motion and Mr. Olczak seconded. Mr. Ballan voted aye; and Ms. Visnauskas voted aye. Ms. Manley reminded that Chairman Adams voted in favor. The motion was carried and the resolution adopted.

Ms. Visnauskas moved to item seven which is a SONYMA action item: a resolution authorizing the transfer of excess reserves from the Project Pool Insurance of the Mortgage Insurance Fund. Mr. Friedman presented the item.

Ms. Manley moved for adoption of:

A RESOLUTION OF THE STATE OF NEW YORK MORTGAGE AGENCY AUTHORIZING THE TRANSFER OF EXCESS RESERVES FROM THE PROJECT POOL INSURANCE ACCOUNT OF THE MORTGAGE INSURANCE FUND.

Ms. Visnauskas moved to item eight on the agenda for the Mortgage Insurance Committee as information item and no vote is required: MIF Activity Report for the period of April 1, 2020 through April 30, 2020.

Ms. Visnauskas moved on to item nine on the agenda to be considered as action item for HFA Finance and Program Committee and HFA Board: a resolution authorizing $100,500,000 Unrated, Private Placement Financing for Dock Street Apartments, Brooklyn, Kings County. Ms. Ng presented the item.

Ms. Manley moved for adoption of:

RESOLUTION OF THE FINANCE COMMITTEE OF THE NEW YORK STATE HOUSING FINANCE AGENCY RECOMMENDING THE ISSUANCE OF CERTAIN BONDS

For HFA Finance and Program Committee, Ms. Manley asked for a motion and second. Ms. Visnauskas made the motion and Mr. Olczak seconded the motion.

Ms. Manley moved for adoption of:

AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE FINANCING AND REFINANCING OF THE PROJECT KNOWN AS DOCK STREET APARTMENTS

For HFA Ms. Manley asked for a motion and second. Ms. Visnauskas made the motions and Mr. Olczak seconded and Mr. Curtis and Chairman Adams voted aye.

Ms. Visnauskas asked Ms. Manley to adjourn the meeting.

Ms. Manley asked for motion and second to adjourn the meeting. Ms. Visnauskas made the motion and Mr. Olczak seconded. Mr. Olczak, Mr. Curtis, Ms. Gonzalez, Ms. Vullo, Mr. Ballan and Mr. Kapell each voted to adjourn. The motion was carried and the resolution adopted.

Ms. Manley informed about next HFA, AHC,SONYMA, MBBA, TSFC Board and Audit and Governance Committee meetings are scheduled for Thursday June 11, 2020 at 9:00 a.m.

ITEM 2:

RUTHANNE VISNAUSKAS ANDREW M. CUOMO Governor Commissioner/CEO

June 4, 2020

FROM: Betsy Mallow, SVP/COO TO: HFA, SONYMA, AHC

SUBJECT: Agenda Item 2 – Resolution Authorizing amendments of (i) the Budget for the BAM project (ii) the not to exceed amount paid under IT Temporary Staffing Consultant Services Contracts (“IT Contracts”) and (iii) the not to exceed amount paid under HFA’s Hosting Technology Agreement with ProLink

______

Materials in connection with the above- mentioned subject item will be forwarded under separate cover.

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org

CONSENT ITEM:

ITEM 3:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS Governor Commissioner/CEO

June 4, 2020 FROM: Sheila Robinson TO: HFA, SONYMA, AHC, MBBA and TSFC Senior Vice President and Members and Directors Chief Financial Officer

SUBJECT: Approval to amend audit services contracts with Ernst & Young LLP, serving in the capacity as the Agencies’ Independent Auditor

Reason Before the Members and Directors

Authorization to amend contracts with Ernst & Young LLP (“E&Y”) for independent auditor services are before the Members and Directors for approval, pursuant to the Agencies’ Procurement and Contract Guidelines (“Guidelines”) and Section 2879 of the Public Authorities Law that require the Members and Directors to approve all procurement contracts that exceed one year in duration or $100,000 in amount. (Unless otherwise defined herein, capitalized terms appearing in this memorandum adhere to their respective definitions in the Guidelines.)

Criteria for Use of Contractors for Personal Services

In accordance with the provisions of Article III of the Agencies’ Guidelines, the Agencies have made a determination that it is appropriate that independent auditor services be performed under personal services contracts as: (a) such services are necessary to the performance of the Agencies’ responsibilities; and (b) the performance of such services requires it to be undertaken by someone independent of the Agencies. Such services are appropriately determined to be personal services proper for "contracting out" as they are listed in Article III of the Guidelines.

Description of Vendor Selection & Personal Services to be Performed

The Agencies’ current external auditor in March of 2015 was Ernst & Young LLP (“E&Y”). The Agencies’ contractual relationship with E&Y commenced in 2010. On March 3, 2015, the Agencies issued a request for proposals (“RFP”) for the selection of an Independent Auditor for the performance of the Agencies’ annual financial audits and other related services. The Agencies received six responses, one of which was from the then incumbent, E&Y. Proposals included the submission of a proposed audit

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641 Lexington Ave, New York, NY 10022 │www.nyshcr.org

1 contract fee structure schedule for five years, with the fee for the first three years remaining the same for the audit engagement.

A review committee reviewed each proposal and ranked the responses in accordance with certain proposed criteria. The E&Y proposal was preferred since (a) their costs were reasonable, (b) their proposal included superior experience in housing audits, (c) their proposal offered broad services, such as offering board training on issues relating to the audit function, and offering to regularly provide staff with industry publications dealing with audit issues, and (d) their proposal included meeting the Agencies’ 30% MWBE participation goal by subcontracting with Mitchell Titus LLP (“M&T”), a minority-owned business enterprise (“MBE”), and Long Island Financial Management Services (“LI Financial”), a women-owned business enterprise (“WBE”), to provide MWBE participation on most aspects of the Agencies’ audits.

The Agencies wish to extend the term of the independent auditor contracts with E&Y for a one- year period with a 2.5% increase in costs. Independent auditor services are anticipated to be re-solicited by the Agencies in the coming year.

The independent audit services contracts between each Agency and E&Y were approved by each Agency’s Members or Directors on June 11, 2015 for a five-year term. Most recently, the contracts were annually reviewed by each Agency’s Audit Committee at their June 13, 2019 meetings. At their meetings held on January 30, 2020, the Members and Directors also approved and reviewed the contracts as part of the approval of the Agencies’ Annual Report on Procurement Contracts. The contracts for independent auditor services between each Agency and E&Y are being presented to the Members and Directors for approval to extend the term of each contract for a one-year period and to increase costs by 2.5%.

Promoted and Prohibited Contracts & Contracts Subject to Other Limitations

Article VIII of the Agencies’ Guidelines provides for consideration to be given to certain kinds of contracts that may be promoted, prohibited or subjected to certain limitations which include, but are not limited to, contracts with MBEs and WBEs, New York State Business Enterprises (“NYSBEs”) and enterprises from “Discriminatory Jurisdictions.” E&Y, a NYSBE, is subcontracting with M&T, a MBE, and LI Financial, a WBE.

Recommendation with respect to Length of Contract Terms

Agency staff has been satisfied with the services performed by E&Y and wishes to continue to retain the contracts for a further one-year period. During the next year, staff will: (a) continually evaluate the contracts and the performance of the contractor; (b) continually give consideration to whether the further use of the contractor’s services and the continuation of each contractual agreement is desirable; and (c) at least annually, make a determination with respect to awarding the contracts again through a new competitive process.

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2 The Agencies anticipate issuing a request for proposals for independent auditor services in the coming year.

Contracting Agencies, Allocation of Costs Between Agencies & Other Contracts

Collective fees for all five of the contracts between E&Y and each Agency are indicated in the below table.

Financial and Single Audits For 2015-2017 $1,101,000* For 2018 389,500 For 2019 401,200 For 2020 411,200

SONYMA Due Diligence+ For 2015-2017 $ 16,900* For 2018 17,900 For 2019 18,400 For 2020 18,900

*Fee for three year period +Due Diligence fee per bond issue

Total expenditures paid to E&Y in fiscal year 2019, for the period November 1, 2018 to October 31, 2019 under the contracts, are indicated in the below table:

AGENCY AMOUNT A L L O C A T I O N S HFA SONYMA AHC MBBA TSFC HFA $218,830 100% SONYMA $163,500 100% AHC $ 12,900 100% MBBA $ 17,300 100% TSFC $ 18,200 100%

Recommendation and Required Action by the Members and Directors

This item is being sent to the Members and Directors in anticipation that the Agencies’ Audit Committees, charged by their Charters with the responsibility of selecting, retaining, and terminating the Agencies’ external auditor (“Independent Auditor”), will recommend the continued retention of E&Y to act as the Agencies’ Independent Auditor for a one-year period. If that does not happen, this item will be withdrawn.

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3 Assuming the Audit Committees recommend the continued retention of Ernst & Young LLP as the Agencies’ Independent Auditor, it is respectfully requested that the Members and Directors adopt the attached resolution approving said continued retention and authorizing the Agencies to extend each Agency’s audit services contracts with Ernst & Young LLP for a one-year period with a 2.5% increase in costs.

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641 Lexington Ave, New York, NY 10022 │www.nyshcr.org

4 A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY, STATE OF NEW YORK MORTGAGE AGENCY, NEW YORK STATE AFFORDABLE HOUSING CORPORATION, STATE OF NEW YORK MUNICIPAL BOND BANK AGENCY AND TOBACCO SETTLEMENT FINANCING CORPORATION APPROVING THE CONTINUED RETENTION OF ERNST & YOUNG LLP FOR INDEPENDENT AUDITOR SERVICES

WHEREAS, pursuant to Section 2879 of the Public Authorities Law and the Procurement and Contract Guidelines of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation (individually, “Agency” and collectively, “Agencies”) (“Guidelines”), the Agencies’ Members and Directors must approve all procurement contracts that exceed one year in duration or $100,000 in amount; and

WHEREAS, under the respective charters of the Audit Committees (“Committees”) of the Agencies, the Committees’ responsibilities include, subject to the approval of the Agencies’ Members and Directors, the selection, retention, and termination of the external auditor (“Independent Auditor”); and

WHEREAS, the Agencies conducted a procedure for the selection of a firm qualified to serve as the Agencies’ Independent Auditor, and, pursuant thereto, entered into contracts with Ernst & Young LLP (“E&Y”) to serve in such capacity for a five-year period; and

WHEREAS, the Agencies’ wish to extend the term of the independent auditor contracts between each Agency and E&Y for a one-year period; and

WHEREAS, the Guidelines require the affirmative concurrence of the Members and Directors for any determination not to enter into a new competitive award process as a result of which a procurement contract would exceed a projected five years in duration without a new competitive process being conducted; and

WHEREAS, the Members and Directors desire to provide such affirmative concurrence for the determination not to enter into a new competitive award process at this time with respect to the independent auditor services contracts with E&Y, with the understanding that such determination will result in the continued retention of E&Y under contracts exceeding five years in duration without a new competitive selection process being conducted; now, therefore be it

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RESOLVED, by the Members and Directors as follows:

Section 1. The Members and Directors hereby approve the Audit Committees’ continued retention of Ernst & Young LLP as the Agencies’ Independent Auditor between Ernst & Young LLP and each Agency, for a one-year period, in accordance with the provisions set forth in the materials accompanying this resolution.

Section 2. Affirmative concurrence is hereby provided by the Members and Directors for the determination not to enter into a new competitive award process at this time with respect to the contracts with E&Y for the provision of independent auditor services, with the understanding that such determination will result in the continued retention of E&Y under contracts exceeding five years in duration without a new competitive selection process being conducted, as indicated in the memorandum accompanying this resolution.

Section 3. The President and Chief Executive Officer, and the designees thereof, are authorized to take such actions and make such decisions and agreements as may be necessary and appropriate to effectuate this resolution and the intent thereof, and actions taken and decisions and agreements made in anticipation hereof are hereby ratified.

Section 4. This resolution shall take effect immediately.

Dated: June 11, 2020

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AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE FINANCING OF ISLAND HOLLOW 2

WHEREAS, the New York State Housing Finance Agency (“Agency”) has received an application to finance a portion of the cost of the construction of the project known as Island Hollow 2 (“Project”); and

WHEREAS, the Agency is authorized and empowered, pursuant to the New York Private Housing Finance Law, Sections 40-62 (“Act”) and particularly Section 44.29-a (“Section 44.29-a”) thereof, to make and contract for the making of loans for the acquisition, construction or rehabilitation of housing developments for the purpose of providing residential units for occupancy by persons and families for whom the ordinary operations of private enterprise cannot provide an adequate supply of safe, sanitary and affordable housing accommodations or for residential units in designated blighted areas; and

WHEREAS, there has been submitted to the Members a proposed plan of financing for the issuance of bonds to finance the Project and statements of the low and moderate income occupancy requirements to be imposed in conjunction with the allocation and allowance of certain low-income housing tax credits (“LIHTCs”) with respect to the Project; and

WHEREAS, on August 22, 2007 the Agency adopted a resolution entitled “Affordable Housing Revenue Bonds Bond Resolution” (“General Resolution”); and

WHEREAS, simultaneously herewith the Agency will supplement the General Resolution by adopting an Affordable Housing Revenue Bonds, 2020 Series ___ Resolution (“2020 Series ___ Resolution”) authorizing the issuance and sale of a principal amount not exceeding $15,000,000 Affordable Housing Revenue Bonds (the “2020 Series ___ Bonds”), the proceeds of which may be used to fund all or a portion of a first mortgage loan (“First Mortgage Loan”) for the Project; and

WHEREAS, the Agency has determined that it is appropriate and desirable to provide subsidy financing (“Subsidy Loan”) in an amount not exceeding 9,500,000 (excluding accrued interest during construction) to the Project; and

WHEREAS, the Agency has determined that it is appropriate and desirable to allocate LIHTCs to the Owner of the Project, subject to final review by staff to confirm eligibility and determine the precise amount of such LIHTCs;

NOW THEREFORE, BE IT RESOLVED, by the Members of the Agency as follows:

A. The Bonds.

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Section 1. Authority is hereby granted to The President and Chief Executive Officer and/or a Senior Officer to sell, award, and issue the 2020 Series ___ Bonds in a principal amount not exceeding Fifteen Million Dollars ($15,000,000), at such times and at such reasonable prices and interest rates as negotiated with the purchasers or placement agents, provided, however, that the aggregate principal amount of any 2020 Series ___ Bonds issued to fund the First Mortgage Loan for the Project will not exceed $15,000,000.

Section 2. The President and Chief Executive Officer and/or a Senior Officer are authorized to determine whether 2020 Series ___ Bonds are to be sold on a private placement basis or pursuant to a negotiated sale and to select the placement agents or underwriters for such bonds.

Section 3. The President and Chief Executive Officer and/or a Senior Officer are hereby authorized to obtain bond insurance or other form of credit enhancement and to enter into investment agreements relating to the 2020 Series ___ Bonds with a qualified entity, under such terms and conditions as he or she shall deem reasonable.

Section 4. The President and Chief Executive Officer and/or a Senior Officer are hereby authorized and directed, subject to the provisions of this resolution, to negotiate, draft, change, finalize, approve and execute any documents, including the 2020 Series __ Resolution, reasonably necessary or convenient to effectuate the purposes of this resolution.

Section 5. The President and Chief Executive Officer and/or a Senior Officer are hereby authorized to modify the 2020 Series Resolution so that such bonds may be aggregated with the issuance of other bonds authorized by other series resolutions, provided that the aggregate principal amount of bonds so authorized does not exceed the principal amount authorized by the resolutions so combined.

B. The First Mortgage Loan, Subsidy Loan, and Low Income Housing Tax Credits.

Section 1. Pursuant to Section 44.29-a and the conditions hereafter set forth, the Agency hereby authorizes the making of the First Mortgage Loan in an amount not to exceed Fifteen Million Dollars ($15,000,000), to finance the Project. The First Mortgage Loan may be funded by portions of the proceeds of the 2020 Series ___ Bonds or by other monies available to the Agency funds for such purpose.

Section 2. The Agency hereby authorizes the allocation of funds for the financing of the Project from monies accruing to the Agency from any source legally available to it for the purpose of making of the Subsidy Loan in an amount not exceeding Nine Million Five Hundred Thousand Dollars ($9,500,000) (excluding accrued interest during construction).

Section 3. The Agency hereby authorizes the allocation of approximately $768,200 per annum in “4% as of right” LIHTCs to the owner of the Project, subject to final review by staff to confirm eligibility and compliance with LIHTCs requirements, and to determine the precise amount of such LIHTCs.

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Section 4. The President and Chief Executive Officer and/or a Senior Officer are hereby authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize, approve and execute any documents necessary or convenient to effectuate the purpose of this resolution and the making of the First Mortgage Loan for the Project, and any other loan documents in connection with the Project, including those loan documents relating to the Subsidy Loan, and to determine the amount of the LIHTCs to be allocated to the Project.

Section 5The Agency hereby (A) determines that: (i) the proposed action was reviewed in accordance with the New York State Environmental Quality Review Regulations (“6 NYCRR Part 617”) and that the requirements of 6 NYCRR Part 617 have been met: and (ii) consistent with the social, economic and other essential considerations from among the reasonable alternatives available, the action approved is one which avoids or minimizes adverse environmental impacts to the maximum extent practicable, and (iii) adverse environmental impacts will be avoided or minimized to the maximum extent practicable by incorporating, as conditions to the decision, those mitigative measures which were identified as practicable; and (B) concurs with the Negative Declaration issued by the Town of Cicero Planning Board, acting as lead SEQRA agency.

Section 6. The obligation of the Agency to make the First Mortgage Loan and/or the Subsidy Loan shall be conditioned upon: (a) the approval of the Public Authorities Control Board, (b) the Agency's obtaining sufficient funds from the proceeds of the sale of the 2020 Series ___ Bonds with which to make the First Mortgage Loan, (c) the Agency being satisfied with the credit enhancer and servicer of the First Mortgage Loan; (d) a background check of the owner of the Project which is acceptable to the President and Chief Executive Officer or a Senior Officer of the Agency, and (e) satisfaction of the terms and conditions of a commitment of the Agency to make the First Mortgage Loan and the Subsidy Loan.

Section 7. The Agency hereby finds that all requirements of the Act and particularly Section 44.29-a thereof are met in the issuance of the 2020 Series __ Bonds and the financing of the First Mortgage Loan and the Subsidy Loan including, without limitation, that a portion of the Project is to be occupied by persons or families of low or moderate income as required by the Act and that the Agency will impose by contract with the Project owner additional requirements, consistent with the economic feasibility of the Project, which maximize the affordability, period of occupancy and number of units for such low and moderate income tenants and accomplish the public purposes of the Act.

C. Effectiveness.

Section 1. This resolution shall take effect immediately.

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ITEMS REQUIRING MORTGAGE INSURANCE COMMITTEE ACTION:

ITEM 4:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS Governor Commissioner/CEO

MEMORANDUM

June 4, 2020

FROM: Michael A. Friedman TO: Mortgage Insurance Committee Members

SUBJECT: Approval of Permanent Mortgage Insurance for Crannell Square, 35 Catharine Street, Poughkeepsie, Dutchess County; Cert. # 5-339.

Executive Summary

Insured Mortgage/ $5,550,000 / 5.75% / 30 years Mortgagee: The Community Preservation Corporation/NYSCRF

Project Description: Construction of 75 units.

Public Purpose: The Project will provide low and moderate income housing including 12 units for persons with physical disabilities.

Income Restrictions/ Fifty-two units are restricted to households with incomes up to 50% Affordability: or 60% of the 2019 AMI of $96,600. Twenty-two units are restricted to households with incomes up to 80% of AMI. Rents will be 50%, 60% or 80% of AMI and will be regulated by DHCR through a regulatory agreement. See page three of the Project Summary for the schedule of initial rents and affordability levels.

Subsidy: $1,650,000 HCR MIP subsidy loan $500,000 Dutchess County HOME loan $63,800 NYSERDA grant $10,705,529 from federal LIHTCs $867,626 from state LIHTCs $2,879,800 from Brownfield tax credits 30-year PILOT agreement with the City of Poughkeepsie at $43,000 for year one, with annual 3% increases.

Project Ownership: Crannell Square Limited Partnership is the borrower whose general partner is controlled by Ken Kearney and Sean Kearney. Hudson River Housing, Inc.(“HRH”) is non-managing general partner. Crannell Square Housing Development Fund Company, Inc. is the legal owner and the investor member is an affiliate of Raymond James Financial, Inc.

Project Information

Project Background: The Project involves the $462,000 acquisition of a portion of a municipal parking lot and construction of a four-story building upon it.

Referrals for the 12 units for disabled tenants will be provided by HRH which will also provide services through their regular programs. There are no project based rent subsidies for any units. (See Special Conditions.)

Neighborhood(s): The Project is located on the corner of Catharine Street and Mill Street in the Downtown section of the City of Poughkeepsie. (See Location Map-Exhibit D.) The neighborhood is typical of a downtown area, primarily commercial and institutional with convenience shopping, a few mixed-use properties and the remaining parking lot on the east side of the Project.

The Project is less than 1 mile from Route 9, a major thoroughfare which connects to the Mid-Hudson Bridge for travel further west and to The New York State Thruway for north/south travel.

Description of Construction

Construction: A four-story elevatored building with 75 units; a laundry room; community room; management office; TV Room/lounge; 30 on-site parking spaces and other work-related items.

Hard Cost Estimate PSF: $204+

Hard Cost Per Dwelling Unit: $212,831+

Total Project Cost: $22,713,243

Environmental Report: A Phase I Environmental Site Assessment, dated May 1, 2020, was prepared by Gallagher Bassett Technical Services. It is noted that debris from demolition of former on-site structures could be present in the subsurface. The property is enrolled in the NYSDEC Brownfield Cleanup Program. (See Special Conditions.)

Cert # 5-339 (Gary Schuldenfrei) June 2, 2020 (6:09PM) 2 Project Rental Structure Rent Schedule: Affordability Monthly Unit Type % of AMI # Units SF Rent One-bedroom 50% 6 744 $766 One-bedroom 60% 32 744 939$ One-bedroom 80% 8 744 $1,299 Two-bedroom 50% 2 970 $913 Two-bedroom 60% 10 970 $1,122 Two-bedroom 80% 12 970 $1,556 Three-bedroom 60% 2 1,165 $1,298 Three-bedroom 80% 2 1,165 $1,740 Total 74

Schedule excludes one non-revenue two-bedroom superintendent’s unit. Tenants pay for electric and gas heat but receive a utility allowance to cover the cost. Rents shown are net of this utility allowance.

Other Income: $3,750 from laundry income.

Proposed Project Financing

Insured Loan Payment Schedule: $32,097/month for 30 years

Borrower Equity Contribution: $11,573,155 from federal and state LIHTCs $2,879,600 from Brownfield tax credits $496,488 from a deferred developer fee

Percent of Total Project Costs: 66%

Ins. Effective Date: At permanent loan closing.

Underwriting

Loan to Value Ratio: 67%.

Liability to Value Ratio: 67%.

Projected Income/Expense Ratio: 1.07:1

Cert # 5-339 (Gary Schuldenfrei) June 2, 2020 (6:09PM) 3 NOI/DS: 1.15:1 (See Exhibits A-C for further details) ______Appraisal Summary

Ownership Rights Appraised: Fee.

Valuation: $8,290,000

Valuation Methodology: Income Approach using market-rate financing, below market rents and subject to a PILOT agreement for real estate taxes.

Capitalization Rate: 5.80%.

Developer Description/Management Capacity

Developer History: Ken Kearney and Sean Kearney are the principals of The Kearney Realty & Development Group, Inc. In the past 25 years they have completed both market rate and affordable projects with over 1,200 units.

HRH is a 501(c)(3) not-for-profit based in Poughkeepsie. They are the primary agency which provides affordable housing and support services in Dutchess County

Management Experience: The Project will be managed by the Kearneys through their management affiliate, The Kearney Realty Group.

SONYMA Commitments and/or PIFs: See Exhibit E-Schedule of Commitments/Policies in Force

Risk Analysis

● The loan amount is $74,000 per unit and equals 24% of the Project’s total development cost of $302,843 per unit.

● The Project has satisfactory loan to value and liability to value ratios of 67% and a satisfactory income to expense ratio (1.07:1) and debt-service coverage ratio (1.15:1).

● The Project will break even with an 11% vacancy and collection loss or a 12% increase in operating expenses.

Cert # 5-339 (Gary Schuldenfrei) June 2, 2020 (6:09PM) 4 Special Conditions: Mortgage insurance is expected to become effective at permanent loan closing subject to the following:

● SONYMA required rent achievement level of $932,607 (@ 1.05:1).

● Submission of an engineer’s report.

● Municipal sign-off for compliance with the Remedial Action Plan.

● PILOT agreement with the City of Poughkeepsie

● Services contract between the borrower and HRH for tenant referrals and the provision of support services for residents of 12 units.

Conclusion: It is recommended that the Mortgage Insurance Committee approve issuance of a Commitment to Insure covering 100% mortgage insurance for the Project on a loan amount of $5,550,000. ______Attachments

Exhibit A Sources and Uses of Loan Proceeds Exhibit B Income and Expense Analysis Exhibit C Maintenance and Operating Expenses Exhibit D Location Map(s) Exhibit E Schedule of Commitments/Policies in Force

Cert # 5-339 (Gary Schuldenfrei) June 2, 2020 (6:09PM) 5 Exhibit A Crannell Square-35 Catharine Street Poughkeepsie, Duthess County Certificate # 5-339

PROJECT FINANCIAL STRUCTURE

Sources of Funds lst Mortgage, CPC $5,550,000 30-year term; 5.75% interest rate (rate includes mortgage insurance premium). Monthly payments: $32,097 (7.007% constant) HCR MIP Subsidy Loan $1,650,000 0.5% interest, $688/o. payments Dutchess County HOME Loan $500,000 Cash flow loan NYSERDA Grant $63,800 Federal LIHTC $10,705,529 State LIHTCs $867,626 Brownfield Tax Credits $2,879,800 Deferred Developer Fee $496,488 Total Sources $22,713,243

Uses of Funds Per SF. Per Unit Total Cost (78,220) (75) Acquisition Costs $462,500 $6 $6,167 Hard Costs $15,962,296 $204 $212,831 Soft Costs $3,538,447 $45 $47,179 Developer Fee $2,750,000 $35 $36,667 Total Uses $22,713,243 $290 $302,843

6:12 PM Prepared by SONYMA Mortgage Insurance Fund 6/2/2020 GBS Exhibit B Crannell Square-35 Catharine Street Poughkeepsie, Duthess County Certificate # 5-339

PROJECTED INCOME AND EXPENSE ANALYSIS

Mortgagee's Projection 2022

Gross Potential Income Residential Income $993,960 Laundry Income $3,750 Total Gross Potential Income $997,710

Less Vacancy & Collection Loss Residential (5%) ($49,698) Laundry (10%) ($375) Total Vacancy & Collection Loss ($50,073)

Effective Gross Income (EGI) $947,637 Less: M & O ($491,287) Net Operating Income $456,350

Less: Debt Service 1st Mortgage, CPC @ 4.75% ($388,660) HCR MIP Loan ($8,250) Total Debt Service ($396,910)

Cash Flow $59,440

Total Operating Expenses (TOE) ($888,197)

EGI/TOE 1.07 NOI/DS 1.15

SONYMA Effective Gross Income @ 1.05:1 $932,607 Total Operating Expenses ($888,197) Cash Flow $44,410

6:12 PM Prepared by SONYMA Mortgage Insurance Fund 6/2/2020 GBS Exhibit C Crannell Square-35 Catharine Street Poughkeepsie, Duthess County Certificate # 5-339

MAINTENANCE & OPERATING EXPENSES

Underwriting Projections Per Room Per Unit 2021 257 75 Real Estate Taxes $100,000 $389 $1,333 Water & Sewer $25,700 $100 $343 Insurance $41,250 $161 $550 Cleaning / Exterminating $28,270 $110 $377 Management $56,656 $220 $755 Misc. Administrative Expenses $5,041 $20 $67 Payroll $78,000 $304 $1,040 Landscaping/Trash & Snow Removal $12,000 $47 $160 Repairs & Maintenance $60,000 $233 $800 Elevator (2) $8,000 $31 $107 Legal and Accounting $16,500 $64 $220 Electric (common area) $41,120 $160 $548 Building Reserve $18,750 $73 $250 Total Expenses $491,287 $1,912 $6,550

6:12 PM Prepared by SONYMA Mortgage Insurance Fund 6/2/2020 GBS EXHIBIT D 35 CATHARINE STREET POUGHKEEPSIE, DUTCHESS COUNTY CERTIFICATE # 5-339 PROJECT LOCATION

EXHIBIT E Kearney Realty Group Schedule of Policies in Force and Commitments

Cert. # 5-339; Crannell Square; 35 Catharine Street, Poughkeepsie; $5,550,000, 100%, CPC; pending

Cert. # 5-330: Chestnut Street Apartments; 180 Chestnut Street, Liberty, $10,158,000, 100%, CPC; committed 2/19

Cert. # 5-322; West End Lofts II: 1117-1163 Wolcott Ave., Beacon; $3,700,000, 100%, CPC; committed 9/18

Cert. # 5-318; West End Lofts I; 1117-1163 Wolcott Ave., Beacon; $4,000,000, 100%, CPC; committed 4/18

Cert. # 8-312; Crossroads at Baldwin; 57 Route 6, Somers; $7,000,000, 100%, HFA; PIF 2/19

Cert. # 8-306, Lofts on Main; 922 Main St., Peekskill; $6,800,000, 100%, CPC; PIF 6/19

Cert. # 5-294; The Mews at Hopewell; 672 Route 82, East Fishkill; $7,000,000, 100%, CPC; PIF 11/17

Cert. # 8-290; Somers Senior Housing, Route 6, Somers; $3,000,000, 100%, CPC; PIF 11/12

Cert. # 8-282; Somers Seniors II; Baldwin Place, Somers; $6,420,000, 100%, HFA; PIF 9/15

Cert. # 5-234, Pendell Commons, 78-114 Violet Ave., Poughkeepsie, $2,900,000, CPC, 100%; PIF 7/12

Cert. # 5-221, Liberty Commons, Barton Rd., Liberty, $800,000, CPC, 100%; PIF 2/12

Cert. # 5-208, Red Hook Commons-Phase II, Red Hook, Dutchess County; $870,000, CPC, 100%; PIF 3/09.

Cert. # 5-207, Red Hook Commons Phase I, Red Hook, Dutchess County, $1,025,000, CPC, 100%; PIF 10/08.

Total Insurance: $59,223,000

Rev 5/20

A RESOLUTION OF THE MORTGAGE INSURANCE COMMITTEE OF THE STATE OF NEW YORK MORTGAGE AGENCY APPROVING MORTGAGE INSURANCE AND A COMMITMENT FOR THE PROVISION THEREOF FOR CRANNELL SQUARE, 35 CATHARINE STREET, POUGHKEEPSIE, DUTCHESS COUNTY

WHEREAS, pursuant to Public Authorities Law Section 2425 et seq., the State of New York Mortgage Agency (the “Agency”), among other things, is authorized to issue commitments to insure and to contract to insure mortgage loans eligible for insurance thereunder; and

WHEREAS, an application for mortgage insurance was submitted to the Agency; and

WHEREAS, the Agency staff has reviewed such application and recommends that the project be approved for mortgage insurance; now, therefore be it

RESOLVED, by the Mortgage Insurance Committee of the Agency, as follows:

Section 1. Pursuant to Section 2425 et seq., of the Public Authorities Law and conditions to be set forth in the Commitment to Insure and Certificate of Insurance of mortgage loans eligible for insurance thereunder (the “Commitment”), the Mortgage Insurance Committee hereby authorizes the issuance of a Commitment for 100% mortgage insurance of the Community Preservation Corporation permanent mortgage loan in the approximate amount of $5,550,000 for Crannell Square, 35 Catharine Street, Poughkeepsie, Dutchess County, Certificate #5-339, utilizing the New York State Common Retirement Fund.

Section 2. The President and Chief Executive Officer, or another Senior Officer of the Agency designated by her, is hereby authorized, subject to the provisions of this resolution and her approval of the form and content of any documents and agreements necessary to effectuate this transaction, to execute a Commitment for the Project on behalf of the Agency.

Section 3. This resolution shall take effect immediately.

ITEM REQUIRING HFA FINANCE AND PROGRAM COMMITTEE AND HFA ACTION:

ITEM 5:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS

Governor Commissioner/CEO

June 4, 2020

FROM: Miulina Ng TO: HFA Members Vice President HFA Finance and Program Committee Debt Issuance

SUBJECT: Resolutions Authorizing a Refinancing for 15 Hudson Yards (“Project”), City of New York, New York County.

The Borrower has requested the Agency’s issuance of rated publicly offered bonds. The current outstanding debt obligations of the Agency in the aggregate amount of $80,000,000 would be refunded by new bonds issued with a direct-pay credit enhancement instrument provided by Fannie Mae. BACKGROUND At the September 10, 2015 Members’ meeting, the Project received financing authorization to issue a mortgage in the maximum amount of $80,000,000. This approval included the issuance of tax-exempt debt obligations in an amount not to exceed $80,000,000 with an allocation of 4% as of right low-income housing tax credits. The outstanding balance of the 15 Hudson Yards Debt Obligation is as follows: $10,000,000 2015 Debt Obligation (Tax-Exempt), $28,000,000 2016 Debt Obligation (Tax-Exempt) and $42,000,000 2017 Debt Obligation (Tax-Exempt). The Project, located at 15 Hudson Yards in Manhattan, consists of 107 low income units and is part of a larger development that also contains 285 individual for-sale condominium units, a cultural facility and loading areas related thereto, which were financed from the proceeds of a participation loan in the amount of $850,000,000 from the Children’s Investment Fund which 88% of the loan has been repaid. The Project was recently completed and residential units are approximately 89% leased (leasing commenced in November 2019). The Project benefits from the New York City 421-a partial real estate tax abatement, which exempts the property from real estate taxes on the value of its improvements for 11 years. Full taxes will be phased in over years 12 through 20.

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org 15 HUDSON YARDS

The Borrower will be 15 HY Base Unit Owner LLC, controlled by members of Related Companies and Oxford Properties Group.

Photos and renderings of the Project are provided as Attachment A.

FINANCING PROPOSAL

If approved, the publicly offered Bonds would finance a new loan to be made by the Agency to repay the original loan and the Debt Obligations. The Bonds will bear interest at a fixed rate or rates. The final maturity date of the bonds will be May 15, 2039. The Fannie Mae direct-pay credit enhancement instrument will expire on May 20, 2039. Debt service for the new loan will be secured by payments that are required to be made by the condominium owners of 15 Hudson Yards and 35 Hudson Yards, all of which benefit from the 421-a tax abatement generated by the low income units in this Project.

ECONOMIC OPPORTUNITY & PARTNERSHIP DEVELOPMENT

The Project is in compliance with the Minority and Women-owned Business Enterprise and Service-Disabled Veteran-owned Business participation requirements.

RECOMMENDATION Staff recommends that the Members adopt the resolutions transmitted herewith authorizing the public offering as requested herein for the 15 Hudson Yards Project.

Therefore, staff recommends that the Committee adopt the resolutions transmitted herewith recommending that the Members adopt resolutions authorizing the $80,000,000 Rated, Public Offering Financing for 15 Hudson Yards, City of New York, New York County.

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Attachment A: Photos of the project

Building Exterior

Lobby

Kitchen

RESOLUTION OF THE FINANCE COMMITTEE OF THE NEW YORK STATE HOUSING FINANCE AGENCY RECOMMENDING THE ISSUANCE OF CERTAIN BONDS

WHEREAS, the Finance and Program Committee (“Committee”) of the New York State Housing Finance Agency (“Agency”) is empowered to review proposed bond issuances of the Agency and to make recommendations to the Members of the Agency in connection therewith; now therefore be it

RESOLVED, by the Members of the Committee as follows:

Section 1. The Committee recommends that the Members of the Agency adopt resolutions authorizing the issuance of the following bonds:

Resolution authorizing the financing approval of $80,000,000 of tax- exempt bonds for the refinancing of the 15 Hudson Yards Project in the City of New York, New York County.

LIST OF RESOLUTIONS TO BE ADOPTED FOR THE 15 HUDSON YARDS APARTMENTS PROJECT

1. AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS 15 HUDSON YARDS APARTMENTS

2. A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY 15 HUDSON YARDS T HOUSING REVENUE BOND RESOLUTION

3. A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY 15 HUDSON YARDS HOUSING REVENUE BOND 2020 SERIES A RESOLUTION.

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AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS 15 HUDSON YARDS APARTMENTS

WHEREAS, the owner of the project known as 15 Hudson Yards Apartments, located in the City of New York, New York County (the “Project”) has requested that the New York State Housing Finance Agency (the “Agency”) issue tax-exempt bonds to refund the Agency’s previously issued Housing Revenue Debt Obligation (15 Hudson Yards Apartments) (the “Agency Obligation”) issued in connection with the financing of a mortgage loan for the Project in the amount of $80,000,000; and

WHEREAS, simultaneously herewith, the Agency is adopting a 15 Hudson Yards Housing Revenue Bond Resolution (the "General Resolution") and a 15 Hudson Yards Housing Revenue Bond 2020 Series A Resolution (the "Series Resolution" and collectively with the General Resolution, the “Resolutions”) authorizing the issuance and sale of 15 Hudson Yards Housing Revenue Bonds (the “Bonds”) in an aggregate outstanding principal amount not to exceed $80,000,000 for the purpose of refunding the Agency Obligation.

NOW THEREFORE, BE IT RESOLVED by the Members of the Agency as follows:

A. The Bonds.

Section 1. Authority is hereby granted to the President and Chief Executive Officer or a Senior Officer of the Agency to sell, award, and issue the Bonds from time to time, either on a private placement basis or pursuant to a negotiated sale, without further approval or ratification by the Members, in an aggregate outstanding principal amount not to exceed $80,000,000.

Section 2. Subject to the Resolutions and this resolution, the Bonds may be issued, at such times and at such prices, in such principal amounts and interest rates as determined by the President and the Chief Executive Officer or a Senior Officer of the Agency and negotiated with the Underwriters or Placement Agents, provided such interest rates shall be deemed fair and reasonable by her.

Section 3. In the event Bonds are to be sold on a private placement basis or pursuant to a negotiated sale, the President and the Chief Executive Officer or a Senior Officer of the Agency is hereby authorized to select the Placement Agents or Underwriters for the Bonds.

Section 4. Subject to the provisions of the Bond Resolutions, the President and the Chief Executive Officer or a Senior Officer of the Agency is hereby authorized to enter into investment agreements relating to the investment of the proceeds of the sale of the Bonds and related recovery payments, with a qualified entity, under such terms and conditions as she shall deem appropriate.

Section 5. The President and the Chief Executive Officer or a Senior Officer of the Agency is hereby authorized to enter into remarketing agreements with financial institutions selected by f:\legal\lv\2020\board book june 11\hfa 15 hudson yards\15hy conv omnibus reso 2.docx her upon terms deemed fair and reasonable by him or her.

Section 6. The President and the Chief Executive Officer or a Senior Officer of the Agency is hereby authorized to appoint a Trustee and Paying Agent as referred to in the General Resolution at a cost deemed to be fair and reasonable and comparable to that incurred in the past by the Agency for the rendering of similar services.

Section 7. The President and Chief Executive Officer or any Senior Officer are hereby authorized and directed to negotiate, draft, change, finalize, approve and execute any and all documents and agreements necessary or convenient from time to time to effectuate the purposes of the Resolutions, including, but not limited to disclosure documents, bond purchase agreements, financing commitments, remarketing agreements, agreements relating to the investment of funds and loan and real estate agreements and documents..

Section 8. Subject to the provisions of this resolution, the President and the Chief Executive Officer or a Senior Officer of the Agency is hereby authorized to complete, finalize and make such changes, insertions or deletions in the Resolutions as the President and Chief Executive Officer or a Senior Officer, delivering the same to the Trustee, in his or her sole discretion, shall deem reasonably necessary or convenient to effectuate the purposes of the Resolutions, such delivery to be conclusive evidence of the approval thereof by the Members,.

B. Further Actions.

Section 1. The President and Chief Executive Officer or a Senior Officer is hereby authorized to take any actions and execute any documents reasonably necessary to effectuate the purposes of this resolution.

C. Effectiveness.

Section 1. This resolution shall take effect immediately.

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ITEM 6:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS

Governor Commissioner/CEO

June 4, 2020

FROM: Miulina Ng TO: HFA Members Vice President Debt Issuance

SUBJECT: Supplemental Resolutions Amending Series Resolutions for 810 Fulton Street (the “Project”), Brooklyn, Kings County.

The Borrower has requested the Agency’s approval of supplemental resolutions amending certain provisions of the series resolution pursuant to which the Agency issued its Housing Revenue Bonds in 2017 (the “Bonds”) to finance the Project. BACKGROUND At the December 15, 2016 Members’ meeting, the Project received Housing Revenue Bond financing authorization in the maximum principal amounts of $138,000,000. Subsequently, the Agency issued $125,000,000 principal amount of 810 Fulton Street Housing Revenue Bonds, pursuant to a General Resolution and Series Resolutions. The Bonds were issued in a Private Placement Mode and directly purchased by JPMorgan Chase Bank, N.A., People’s United Bank, N.A. and People’s United Muni Finance Corp. (the “Bondholders”). PROPOSED AMENDMENTS

The Borrower, following discussions with representatives of the Bondholders, proposes that the Series Resolutions pursuant to which the Agency issued the Bonds be amended to extend the earlier mandatory tender date to a date, initially March 28, 2021, or to a later date (no later than May 1, 2050) upon consent of the Agency and 100% of the Bondholders and further subject to receipt by the Agency of a favorable opinion of Bond Counsel.

The General Resolution pursuant to which the Agency issued the Bonds requires that these amendments be adopted by the Members and will only become effective upon the delivery of copies thereof the trustee for the Bonds accompanied by evidence of the consent of the Bondholders. RECOMMENDATION

Staff recommends that the Members adopt the supplemental resolutions transmitted herewith amending certain provisions of the series resolutions related to the Project.

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org

RESOLUTION OF THE FINANCE COMMITTEE OF THE NEW YORK STATE HOUSING FINANCE AGENCY RECOMMENDING THE ISSUANCE OF CERTAIN BONDS

RESOLVED, by the Members of the Committee as follows:

Section 1. The Committee recommends that the Members of the Agency adopt resolutions authorizing:

The extension of the Initial Private Placement Mode End date for the 810 Fulton Street Project in Brooklyn, Kings County.

LIST OF RESOLUTIONS TO BE ADOPTED FOR THE 810 FULTON STREET APARTMENTS PROJECT

1. A RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS 810 FULTON STREET APARTMENTS

2. A SUPPLEMENTAL RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AMENDING 810 FULTON STREET HOUSING REVENUE BONDS 2017 SERIES A-1 RESOLUTION, 810 FULTON STREET HOUSING REVENUE BONDS 2017 SERIES A-2 RESOLUTION, 810 FULTON STREET HOUSING REVENUE BONDS 2017 SERIES B-1 RESOLUTION AND 810 FULTON STREET HOUSING REVENUE BONDS SERIES 2017 SERIES B-2 RESOLUTION EACH ADOPTED BY THE NEW YORK STATE HOUSING FINANCE AGENCY ON DECEMBER 15, 2016.

f:\legal\lv\2020\board book june 11\hfa 810 fulton\810 supp omnibus reso 2.docx AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS 810 FULTON STREET APARTMENTS

WHEREAS, on December 15, 2016, the Agency adopted its 810 Fulton Street Housing Revenue Bond Resolution (the “General Resolution”, 810 Fulton Street Housing Revenue Bonds 2017 Series A-1 Resolution, 810 Fulton Street Housing Revenue Bonds 2017 Series A-2 Resolution, 810 Fulton Street Housing Revenue Bonds 2017 Series B-1 Resolution and the 810 Fulton Street Housing Revenue Bonds 2017 Series B-2 Resolution (collectively, the “Series Resolutions” and together with the General Resolution, the “Resolutions”)); and

WHEREAS, simultaneously herewith, the Agency is adopting a Supplemental Resolution Amending 810 Fulton Street Housing Revenue Bonds 2017 Series A-1 Resolution, 810 Fulton Street Housing Revenue Bonds 2017 Series A-2 Resolution, 810 Fulton Street Housing Revenue Bonds 2017 Series B-1 Resolution and 810 Fulton Street Housing Revenue Bonds 2017 Series B- 2 Resolution (the “supplemental Resolution”).

WHEREAS, the General Resolution provides that each of Series Resolutions may be modified or amended upon the adoption and filing of a Supplemental Resolution, subject to the consent of the holders of the Bonds (as defined in the General Resolution);

NOW THEREFORE, BE IT RESOLVED by the Members of the Agency as follows:

Section 1. The President and the Chief Executive Officer or a Senior Officer of the Agency is hereby authorized to complete, finalize and make such changes, insertions or deletions to the Supplemental Resolution, from time to time, as the President and Chief Executive Officer or a Senior Officer delivering the same, in his or her sole discretion, shall deem reasonably necessary or convenient to effectuate the purposes of the Supplemental Resolution and the Resolutions, such delivery to be conclusive evidence of the approval thereof by the Members, and any documents reasonably necessary or convenient to effectuate the purposes of this resolution, provided that the maturity of the Bonds shall not be a date later than May 1, 2050.

Section 2. The President and Chief Executive Officer or a Senior Officer is hereby authorized to take any actions and execute any documents reasonably necessary to effectuate the purposes of this resolution.

Section 3. This resolution shall take effect immediately.

f:\legal\lv\2020\board book june 11\hfa 810 fulton\810 supp omnibus reso 2.docx ITEMS REQUIRING AHC ACTION:

ITEM 7:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS Governor Commissioner/CEO

June 4, 2020

FROM: Lisa G. Pagnozzi TO: AHC Members Vice President of Contracts and Administration

SUBJECT: Approval of AHC’s Annual Procurement Report

AHC’s Annual Procurement Report for the fiscal year ending March 31, 2020 (“Annual Report”) is before the Members for approval, pursuant to AHC’s Procurement and Contract Guidelines (“Guidelines”) and Section 2879 of the Public Authorities Law that require the Members to approve an Annual Report within ninety (90) days after the conclusion of each fiscal year. AHC will also submit its Annual Report on-line using the Public Authorities Reporting Information System (“PARIS”).

AHC’s Annual Report for the period ending March 31, 2020 describes procurement activity that includes: (a) a listing of all Procurement Contracts entered into; (b) all Contracts entered into with New York State Business Enterprises and the subject matter and value thereof; (c) all Procurement Contracts entered into with NYS certified minority-owned business enterprises (“MBEs”) and/or women-owned business enterprises (“WBEs”) (collectively, “MWBEs”) and NYS certified service disabled veteran owned business enterprises (“SDVOBs”), and the subject matter and value thereof; (d) all Contracts entered into with Foreign Business Enterprises and the subject matter and value thereof; (e) the selection process used to select such Contractors; (f) all Procurement Contracts which were exempt from the publication requirements of Article 4-C of the Economic Development Law together with the basis for any exemption; and (g) the status of existing Procurement Contracts.

This Annual Report lists the following information for each Contract: (i) a description of the duties performed by the Contractor; (ii) the date of the Contract and its duration; (iii) the total value of the Contract; (iv) the full name and address of the Contractor; (v) the status of the Contract including the amount spent or other considerations given pursuant to the Contract during the reporting period and for the life of the Contract to date; (vi) whether the Contractor is a certified

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org

W:\Shared Procurement Project Folders\Board\641 Agencies\2020\6_June 11, 2020\200611_AHC's Annual_Report_MEMO_June-11-2020_FINAL.docx 1 MBE and/or WBE and/or SDVOB; and (vii) the total number of bids or proposals received prior to the award of the Contract.

AHC’s MWBE primary and subcontracting procurement goal for 2019-2020 is 30%:

MBE goals: 15% WBE goals: 15%

Overall MWBE participation for this Report: 24.12%

MBE participation: 0.00% WBE participation: 24.12%

Recommendation

The attached Annual Procurement Report for the period ending March 31, 2020 is being submitted to the AHC’s Members for approval. It is respectfully requested that the transmitted resolution be adopted by AHC’s Members approving AHC’s Annual Procurement Report for the fiscal period ending March 31 2020, including the (i) approval of Contracts exceeding $100,000 in amount or one year in duration (as previously approved by AHC’s Governance/Audit Committees in fiscal year 2019-2020) and (ii) review of previously approved Contracts exceeding one year in duration (as previously reviewed by AHC’s Governance/Audit Committees in fiscal year 2019-2020).

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W:\Shared Procurement Project Folders\Board\641 Agencies\2020\6_June 11, 2020\200611_AHC's Annual_Report_MEMO_June-11-2020_FINAL.docx 2 A RESOLUTION OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION APPROVING THE ANNUAL PROCUREMENT REPORT

WHEREAS, pursuant to Section 2879 of the Public Authorities Law (“PBA”) and the Procurement and Contract Guidelines of the New York State Affordable Housing Corporation (“AHC”) (“Guidelines”), AHC is required to prepare an Annual Procurement Report (“Annual Report”); and

WHEREAS, Section 2879 of the PBA and the Guidelines require the Members to approve the Annual Report; and

WHEREAS, during the past fiscal year, AHC’s Governance and Audit Committees (“Committees”), as authorized by AHC’s Bylaws, Governance Charter and Audit Charter, approved and/or annually reviewed Contracts exceeding one year in duration and/or $100,000 in amount; and

WHEREAS, pursuant to the PBA and AHC’s Guidelines, the Members are required to (a) approve Contracts exceeding $100,000 in amount and/or one year in duration and (b) annually review previously approved Contracts exceeding one year in duration; and

WHEREAS, AHC plans to submit its Annual Report using the Public Authorities Reporting Information System (“PARIS”) to the State’s Division of Budget and the State’s Comptroller’s Office; now therefore, be it

RESOLVED, by the Members of AHC as follows:

Section 1. The AHC Members hereby approve the Annual Procurement Report for the period April 1, 2019 through March 31, 2020, attached hereto, in PDF format.

Section 2. The AHC Members hereby approve and review Contracts in the Annual Report exceeding one year in duration and/or $100,000 in amount, all in accordance with this resolution and the memorandum accompanying this resolution.

Section 3. Agency staff is hereby authorized to submit the Annual Report for AHC, as required by law, using PARIS.

Section 4. This resolution shall take effect immediately.

Dated: June 11, 2020

W:\Shared Procurement Project Folders\Board\641 Agencies\2020\6_June 11, 2020\200611_AHC's Annual_Report_RESO_June-11-2020_FINAL.docx 1

Andrew M. Cuomo, Governor RuthAnne Visnauskas, Commissioner/CEO

Annual Procurement Report Fiscal Year 2019 – 2020

For the Period Commencing April 1, 2019 and Ending March 31, 2020

June 11, 2020

NEW YORK STATE AFFORDABLE HOUSING CORPORATION

| 641 Lexington Avenue | New York, NY 10022 |www.nyshcr.org

NEW YORK STATE AFFORDABLE HOUSING CORPORATION

Annual Procurement Report

For the Period Commencing April 1, 2019 and Ending March 31, 2020 Annual Procurement Report Index

SECTION TAB

Summary of AHC’s Procurement Activities...... 1

AHC’s Procurement and Contract Guidelines (As amended on September 12, 2013) ...... 2 Explanation of the AHC’s Procurement and Contract Guidelines...... 3

TAB 1 Summary of AHC’s Procurement Activities

Procurement Report for New York State Affordable Housing Corporation Run Date: 06/04/2020 Status: UNSUBMITTED Fiscal Year Ending: 03/31/2020 Certified Date: N/A

Procurement Information:

Question Response URL(If Applicable) 1. Does the Authority have procurement guidelines? Yes https://hcr.ny.gov/governance 2. Are the procurement guidelines reviewed annually, amended if needed, and approved by the Board? Yes 3. Does the Authority allow for exceptions to the procurement guidelines? No 4. Does the Authority assign credit cards to employees for travel and/or business purchases? No 5. Does the Authority require prospective bidders to sign a non-collusion agreement? Yes 6. Does the Authority incorporate a summary of its procurement policies and prohibitions in its solicitation of Yes proposals, bid documents, or specifications for procurement contracts? 7. Did the Authority designate a person or persons to serve as the authorized contact on a specific procurement, Yes in accordance with Section 139-j(2)(a) of the State Finance Law, "The Procurement Lobbying Act"? 8. Did the Authority determine that a vendor had impermissible contact during a procurement or attempted to No influence the procurement during the reporting period, in accordance with Section 139-j(10) of the State Finance Law? 8a. If Yes, was a record made of this impermissible contact? 9. Does the Authority have a process to review and investigate allegations of impermissible contact during a Yes procurement, and to impose sanctions in instances where violations have occurred, in accordance with Section 139-j(9) of the State Finance Law? 10. As required by Section 2880 of the Public Authorities Law, has the Authority prepared a statement on its Yes Attachment Included prompt payment policy? 11. As required by Section 2880 of the Public Authorities Law, has the Authority prepared a report on the scope Yes Attachment Included and implementation of its prompt payment policy? 12. Is the Authority subject to Article 15-A of the Executive Law? Yes 13. Has the Authority designated a person or persons to oversee its MWBE program? Yes 14. Does the Authority maintain a current and updated list of qualified certified MWBEs? Yes 15. Does the Authority provide notices to professional and other organizations that serve MWBEs as to the types of Yes services procured by the Authority? 16. Did the Authority establish a goal for participation by MWBEs in its procurement contracts? Yes a. If yes, what was the goal (percentage of total procurements) for the reporting period? .3% b. What was the actual percentage of total procurements awarded to MWBEs for the reporting period? .24%

Page 1 of 4 Procurement Report for New York State Affordable Housing Corporation Run Date: 06/04/2020 Status: UNSUBMITTED Fiscal Year Ending: 03/31/2020 Certified Date: N/A

Procurement Transactions Listing:

1. Vendor Name Accounting Firm of Susan A Rich Type Of Procurement Financial Services

Transaction Number 3335 Award Process Authority Contract - Competitive Bid Procurement Description AUDIT SERVICES Award Date 11/21/19

Amount Expended for Fiscal Year $4,100.00 Begin Date 11/21/19 Amount Expended for Life to Date $4,100.00 Renewal Date Does the Contract have an End Date Yes End Date 11/20/20 Current or Outstanding Balance $0.00 Amount $4,100.00 Number of Bids or Proposals 5 Fair Market Value Received Prior to Award of Contract Is the Vendor a NYS or Foreign NYS Explain why the Fair Market Value is Business Enterprise? less than the Amount Is the Vendor a Minority or Women – Yes Status OPEN Owned Business Enterprise? Exemption from the Publication No Were MWBE Firms Solicited as Part of Yes Requirements of Article 4C of the this Procurement Process? Economic Development Law? If Yes, basis for Exemption Number of Bids and Proposals 1 Received from MWBE Firms Address Line 1 3535 Jerusalem Avenue Address Line 2 City WANTAGH State NY Postal Code 11793 Plus 4 Province/Region Country United States

Page 2 of 4 Procurement Report for New York State Affordable Housing Corporation Run Date: 06/04/2020 Status: UNSUBMITTED Fiscal Year Ending: 03/31/2020 Certified Date: N/A

Procurement Transactions Listing:

2. Vendor Name Automatic Data Processing, Inc. Type Of Procurement Financial Services

Transaction Number 1974 Award Process Authority Contract - Non-Competitive Bid Procurement Description PAYROLL SERVICES Award Date 10/01/05

Amount Expended for Fiscal Year $20,235.00 Begin Date 10/01/05 Amount Expended for Life to Date $146,137.00 Renewal Date Does the Contract have an End Date No End Date Current or Outstanding Balance $20,235.00 Amount $166,372.00 Number of Bids or Proposals 0 Fair Market Value $166,372.00 Received Prior to Award of Contract Is the Vendor a NYS or Foreign NYS Explain why the Fair Market Value is Business Enterprise? less than the Amount Is the Vendor a Minority or Women – No Status OPEN Owned Business Enterprise? Exemption from the Publication Yes Were MWBE Firms Solicited as Part of No Requirements of Article 4C of the this Procurement Process? Economic Development Law? If Yes, basis for Exemption Single Source Contract Number of Bids and Proposals 0 Received from MWBE Firms Address Line 1 1 ADP Blvd Address Line 2 City ROSELAND State NJ Postal Code 07068 Plus 4 Province/Region Country United States

Page 3 of 4 Procurement Report for New York State Affordable Housing Corporation Run Date: 06/04/2020 Status: UNSUBMITTED Fiscal Year Ending: 03/31/2020 Certified Date: N/A

Procurement Transactions Listing:

3. Vendor Name Ernst & Young LLP Type Of Procurement Financial Services

Transaction Number 3103 Award Process Authority Contract - Competitive Bid Procurement Description AUDIT SERVICES Award Date 09/16/15

Amount Expended for Fiscal Year $12,900.00 Begin Date 09/16/15 Amount Expended for Life to Date $49,554.00 Renewal Date Does the Contract have an End Date Yes End Date 09/15/20 Current or Outstanding Balance $0.00 Amount $49,554.00 Number of Bids or Proposals 6 Fair Market Value Received Prior to Award of Contract Is the Vendor a NYS or Foreign NYS Explain why the Fair Market Value is Business Enterprise? less than the Amount Is the Vendor a Minority or Women – No Status OPEN Owned Business Enterprise? Exemption from the Publication No Were MWBE Firms Solicited as Part of Yes Requirements of Article 4C of the this Procurement Process? Economic Development Law? If Yes, basis for Exemption Number of Bids and Proposals 0 Received from MWBE Firms Address Line 1 5 Times Square Address Line 2 City NEW YORK State NY Postal Code 10035 Plus 4 Province/Region Country United States

Additional Comments

Page 4 of 4

TAB 2 Procurement and Contract Guidelines (As amended on September 12, 2013)

PROCUREMENT AND CONTRACT GUIDELINES OF THE NEW YORK STATE HOUSING FINANCE AGENCY, STATE OF NEW YORK MORTGAGE AGENCY, NEW YORK STATE AFFORDABLE HOUSING CORPORATION, STATE OF NEW YORK MUNICIPAL BOND BANK AGENCY, AND TOBACCO SETTLEMENT FINANCING CORPORATION ESTABLISHING STANDARDS FOR THE USE, AWARD, MONITORING AND REPORTING OF PROCUREMENT CONTRACTS (effective as of December 15, 2005, revised as of September 12, 2013)

ARTICLE I

1. STATEMENT OF PURPOSE AND APPLICABILITY

a. Statement of Purpose. These Guidelines are adopted pursuant to the provisions of the Acts and §2879 of the Public Authorities Law, as guidelines of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation (collectively hereinafter referred to as "Agencies" or each individually as "Agency") and, in accordance therewith, are to be reviewed and approved by the Members and Directors of each respective Agency at least annually.

b. Applicability. These Guidelines apply to the Procurement by the Agencies of goods or services in the actual or estimated amount of $5,000 or more.

c. Title. Outside of this document, these Guidelines may be referred to as the "Procurement and Contract Guidelines" and herein may be referred to as "Guidelines."

ARTICLE II

2. DEFINITION OF TERMS

a. Definitions. The following terms shall, for purposes of these Guidelines, have the following meanings unless the context shall clearly indicate some other meaning:

i. "Act" or "Acts" shall mean, either individually, or collectively, the Acts of each of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State

F:\Legal8-Contract\Policies\Procurement\Guidelines\Guidelines_Sept-12-2013_ProcurementGuidelines_FINAL.docx 1 of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation.

ii. "Agency" or "Agencies" shall mean, either individually or collectively, each of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation.

iii. "Affiliated Agencies" shall mean all of the affiliated and co-located Agencies, being the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation, including the Housing Trust Fund Corporation, a subsidiary of the New York State Housing Finance Agency, located in Albany, New York.

iv. "Annual Procurement Report" shall mean the annual report required by Article XII hereof.

v. “Article 15-A of the Executive Law” or “Article 15-A” shall mean, the statute that governs the participation by Minority Group Members and women with respect to Agency Contracts.

vi. "By-Laws" shall mean the By-Laws adopted by the Members and Directors of each Agency.

vii. "Contact" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, any oral, written or electronic communication from a Contractor or Vendor, or their representatives, with any Agency, under circumstances where a reasonable person would infer that the communication was intended to influence any Agency’s conduct or decision regarding an Agency Governmental Procurement.

viii. "Contract" shall mean a written agreement whereby an Agency undertakes Procurement, and shall include, but not be limited to, accepted Purchase Orders and Procurement Contracts. Contracts in excess of $25,000 for goods and services and Contracts in excess of $100,000 for the acquisition, construction, demolition, replacement, major repair, or renovation of real property and improvements thereon are subject to the Agencies’ MWBE Directives. Additionally, pursuant to Article 15-A, solely for the purpose of providing the opportunity for meaningful participation for certified MWBEs in the performance of Agency Contracts, Agency Contracts shall

F:\Legal8-Contract\Policies\Procurement\Guidelines\Guidelines_Sept-12-2013_ProcurementGuidelines_FINAL.docx

2 include leases of real property by any Agency to a Lessee where: (a) the terms of such leases provide for the construction, demolition, replacement, major repair or renovation of real property and improvements thereon by such Lessee; and (b) the cost of such construction, demolition, replacement, major repair or renovation of real property and improvements thereon shall exceed the sum of $100,000.

ix. "Contractor" shall mean a supplier of goods or services to any Agency pursuant to a written Contract.

x. "Counsel" shall mean an attorney in the regular employment of any Agency.

xi. "Critical Contract" shall mean a Contract which must be awarded within a set time period because delay of the award would have a serious adverse effect on the contracting Agency that outweighs the benefits of advertisement in the "New York State Contract Reporter," as determined by the President, and a Senior Officer designated by the President. Examples of Critical Contracts include Contracts related to bond issuances. All Emergency Selection Contracts shall be Critical Contracts. Emergency Foreign Business Enterprise Contracts are not Critical Contracts unless the Agency independently determines those Contracts to be Critical Contacts.

xii. "Designated Contact" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, a Contact made between an Offerer and the Agency's Designated Contact Officer(s), as set forth in Article VII of these Guidelines.

xiii. "Designated Contact Officer(s)" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, the person(s) the Agency appoints to such position, in accordance with the provisions of the Lobbying Law, who may be the recipient of Designated Contacts, as set forth in Articles VII and XI of these Guidelines.

xiv. "Designated MWBE Officer(s)” shall mean the senior staff member(s) the Agency appoints to such position, who reports directly to the President to oversee the Agencies’ MWBE Program, as set forth in Articles VI and XI of these Guidelines.

xv. "Determination of Responsibility" shall mean, in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, a final determination required to be made by the Agency of the proposed Contractor or Vendor to whom the Contract is to be awarded in accordance with Public Authorities Law § 2879 (3) (b)

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3 (iii). For Determinations of Responsibility hereunder, the Lobbying Law requires that proposed Contractors and Vendors disclose findings of non- responsibility against them within the previous four years by any other governmental agency.

xvi. "Director(s)" shall mean the Directors of each of the State of New York Mortgage Agency and State of New York Municipal Bond Bank Agency and collectively, both of them.

xvii. "Discriminatory Jurisdiction" shall mean any other county, nation, province, state or political subdivision thereof which employs a preference or price distorting mechanism to the detriment of, or otherwise discriminates against, a New York State Business Enterprise in the Procurement of goods or services by the same, or a non-governmental entity influenced by the same.

xviii. "Disparity Study of 2010" or “Disparity Study” shall refer to the disparity study commissioned by the Empire State Development Corporation (“ESDC”), pursuant to Article 15-A, and published on April 29, 2010.

xix. "Emergency Foreign Business Enterprise Contract" shall mean any Contract awarded on an emergency or critical basis or where the New York State Commissioner of Economic Development (hereinafter referred to as the “Commissioner”) waives provisions otherwise applying to Contracts with Foreign Business Enterprises which are equal to or greater than $1,000,000, pursuant to Article VIII of these Guidelines.

xx. "Emergency Selection Contract" shall mean any Contract exempt from competitive selection due to an Agency determination of an emergency justifying such exemption.

xxi. "Employee" shall mean an employee of any Agency, whether full or part time.

xxii. "Ethics Officer" shall mean the person the Agency appoints to such position for purposes of administering matters in connection with the State Ethics laws, or any other State law which requires the existence of such an officer to review, monitor and impose sanctions related to Procurement matters including, but not limited to, Lobbying Law Directives.

xxiiii. "Foreign Business Enterprise" shall mean a business enterprise, including a sole proprietorship, partnership or corporation, which offers for sale, lease or other form of exchange, goods sought by any Agency and which are substantially produced outside the State, or services sought by any Agency, and which are substantially performed outside the State.

F:\Legal8-Contract\Policies\Procurement\Guidelines\Guidelines_Sept-12-2013_ProcurementGuidelines_FINAL.docx

xxiv. "Formal Contract" shall mean a Contract which is required to be in writing and formally executed by the Contractor and the Agency.

xxv. “Formal Solicitation” shall mean a Request for Proposal process.

xxvi. “Governance Committee Member(s)” shall mean the members of each of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation, and collectively, all of them.

xxvii. “Governmental Procurement” shall mean the (a) public announcement, public notice, or public communication to any potential Vendor of a determination of a need for a Procurement, which shall include, but not be limited to, the public notification of the specifications, bid documents, RFPs, or evaluation criteria for a Procurement Contract, (b) solicitation for a Procurement Contract, (c) evaluation of a Procurement Contract, (d) award, approval, denial or disapproval of a Procurement Contract, or (e) approval or denial of an assignment, amendment (other than amendments that are authorized and payable under the terms of the Procurement Contract as it was finally awarded or approved by the State’s comptroller, as applicable), renewal or extension of a Procurement Contract, or any other material change in the Procurement Contract resulting in a financial benefit to the Offerer.

xxviii. "Guidelines" shall mean these Guidelines, as they may be amended from time to time.

xxix. "Impermissible Contact" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, any Contact that is not a Designated Contact.

xxx. “Informal Solicitation” shall mean a Request for Bid process.

xxxi. “Invitation for Bid” process or “IFB” shall mean the informal solicitation, by way of a statement of qualification, proposal and/or, as appropriate, price bid from at least three prospective Contractors or Vendors, one of which shall be from a MWBE, if possible, for Procurements not expected to exceed $50,000. Procurements anticipated to exceed $25,000 or more must include MWBE participation goals.

xxxii. “Lessee" shall have the same meaning defined in Article 15-A.

F:\Legal8-Contract\Policies\Procurement\Guidelines\Guidelines_Sept-12-2013_ProcurementGuidelines_FINAL.docx

5 xxxiii. "Lobbying Law Directives" shall mean, in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, the requirements of the provisions of the Lobbying Law, and as set forth in Article VII of these Guidelines.

xxxiv. "Lobbying Law" shall mean the provisions of the Legislative Law and the State Finance Law enacted on August 23, 2005, Chapter 1 of the laws of 2005 and amended on March 20, 2010, Chapter 4 of the laws of 2010.

xxxv. "Member(s)" shall mean the members of each of the New York State Housing Finance Agency, New York State Affordable Housing Corporation, and Tobacco Settlement Financing Corporation, and collectively, all of them.

xxxvi. "Minority Owned Business Enterprise" or "MBE" shall mean any business enterprise, including a sole proprietorship, partnership or corporation, that is:

(1) at least 51% owned by one or more Minority Group Members, or in the case of a publicly-owned business, at least 51% of the common stock or other voting interests of which is owned by one or more Minority Group Members;

(2) an enterprise in which the minority ownership is real, substantial and continuing;

(3) an enterprise in which the minority ownership has, and exercises, the authority to control independently the day-to-day business decisions of the enterprise;

(4) an enterprise authorized to do business in the State, independently owned and operated, and not dominant in its field;

(5) an enterprise owned by an individual or individuals, whose ownership, control and operation are relied upon for certification, with a Personal Net Worth that does not exceed $3.5 million, as adjusted annually on the first of January for inflation according to the consumer price index of the previous year; and

(6) an enterprise that is a Small Business.

xxxvii.“Minority and/or Women-Owned Business Enterprise” or “MWBE” shall mean any business enterprise, including a sole proprietorship, partnership or corporation, that meets the qualifications for an MBE, a WBE, or both an MBE and a WBE.

F:\Legal8-Contract\Policies\Procurement\Guidelines\Guidelines_Sept-12-2013_ProcurementGuidelines_FINAL.docx

xxxviii."Minority Group Member" shall mean a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

(1) Black persons having origins in any of the Black African racial groups not of Hispanic origin;

(2) Hispanic persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South American of either Indian or Hispanic origin, regardless of race;

(3) Native American or Alaskan native persons having origins in any of the original peoples of North America; or

(4) Asian and Pacific Islander persons having origins in any of the Far East countries, Southeast Asia, the Indian sub-continent or the Pacific Islands.

xxxix. "MWBE Director" shall mean the director of the division of minority and women’s business development in the Department of Economic Development.

xl. "MWBE Directives" shall mean the requirements of the Agencies’ MWBE Program in accordance with the provisions in §2879 of the Public Authorities Law and Article 15-A, and as set forth in Article VI of these Guidelines.

xli. "MWBE Program" shall mean the Agencies’ Procurement procedures and policies for providing opportunity for meaningful participation of certified businesses in the performance of Agency Contracts, as more fully described in Article VI of these Guidelines.

xlii. "New York State Business Enterprise" or "NYSBE" shall mean a business enterprise, including a sole proprietorship, partnership, or corporation, which offers for sale or lease or other form of exchange, goods which are sought by any Agency and which are substantially manufactured, produced or assembled in the State, or services which are sought by any Agency and which are substantially performed within the State.

xliii. "Offerer" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, an individual or entity, or any employee, agent or consultant or person acting on behalf of such individual or entity, that contacts any Agency about an Agency Governmental

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7 Procurement during the Restricted Period of such Agency Governmental Procurement, whether or not the caller has a financial interest in the outcome of the Governmental Procurement.

xliv. "Officer" shall mean any person so defined in the By-Laws of the Agencies.

xlv. "Permissible Contact" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, a Designated Contact.

xlvi. "Permissible Subject Matter Communication" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, the communications set forth as such in Article VII of these Guidelines.

xlvii. "Personal Net Worth" shall have the same meaning defined in Article 15- A.

xlviii. "Personal Services" shall mean any services performed for fee, commission or other compensation by persons or organizations who are not providing such services as Officers or Employees of any Agency or any State agency or public corporation.

xlix. "Preferred Source" shall mean the status afforded to certain contractors or vendors for purposes of Procurement under §162 of the State Finance Law.

l. "President and Chief Executive Officer" or "President" shall mean the Senior Officer having such title according each Agency’s By-Laws.

li. "Procurement" shall mean the acquisition of goods, materials and services including, but not limited to, Personal Services, by any Agency. The term goods shall include, but not be limited to, personal property, including furniture, fixtures, stationery and supplies. Services shall include, but not be limited to, the performance of legal, accounting, management, consulting, investment banking, planning, training, statistical, research, public relations, architectural, engineering, surveying or other Personal Services of a consulting, professional or technical nature for a fee, commission or other compensation by a person or persons who are not providing such service as Officers or Employees of any Agency or any State agency or public corporation.

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8 lii. "Procurement and Contract Guidelines" shall mean the guidelines to Procurement of goods or services by the Agencies, adopted by the Agencies' Members and Directors on December 15, 2005 and revised as of September 14, 2010, pursuant to the provisions of the Acts and §2879 of the Public Authorities Law, as guidelines of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation.

liii. "Procurement Contract(s)" shall mean, (a) (following the definition in §2879 of the Public Authorities Law) any written agreement for Procurement in the actual or estimated amount of $5,000 or more or (b) (following the definition in the Lobbying Law for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000) any Contract, including an amendment, extension, renewal, or change order to an existing Contract (other than amendments, extensions, renewals, or change orders that are authorized and payable under the terms of the Contract as it was finally awarded), for a Governmental Procurement.

liv. "Procurement Contract Officer" shall mean the person appointed by the President to such position, as set forth in Article XI of these Guidelines.

lv. "Procurement Record" shall mean documentation of the decisions made and the approach taken in the Procurement process together with other documentation with respect to Contracts and Contractors/Vendors, as set forth in these Guidelines.

lvi. "Purchase Order(s)" shall mean written authorization to a Vendor to deliver specified goods or services at a stipulated price.

lvii. "Quarterly Procurement Report(s)" shall mean the quarterly reports required by Article XII, as described herein.

lviii. "Request for Proposal" or "RFP" shall mean the formal solicitation, by way of a detailed description of services and/or related work required by any Agency, of a comprehensive response from qualified potential Contractors or Vendors, indicating the manner in which each would perform the tasks involved and the compensation requested, which response would be the basis for a contractual agreement. (It is generally expected that a qualifying response to an RFP would be sufficiently comprehensive to supply all essential information necessary to enter into a Contract.)

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9 lix. "Request for Qualification or "RFQ" shall mean a request for statement of qualifications, which shall contain detailed information, so as to enable recipients to determine the desirability of participating in the selection process and to develop a competitive statement. An RFQ may request other information in addition to qualifications. (An RFQ requests less information than an RFP. The response may or may not provide enough information upon which to base a Contract, but if it is not sufficient to base a Contract upon, supplementary information would likely be necessary to determine the scope of tasks to be performed under the Contract.)

lx. "Restricted Period" shall mean, for purposes of applying the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000, the period of time commencing with the earliest determination of a Procurement need by any Agency to any potential Contractor or Vendor, including, but not limited to, any oral or written communication, notice, advertisement or solicitation of an RFP, invitation for bids, or solicitation of proposals, or any other method for soliciting a response from contractors or vendors intending to result in a Procurement Contract with the Agency and ending with the Agency's approval of the final Contract award.

lxi. "Senior Officer" shall mean a Senior Officer as defined in the By-Laws of the Agencies.

lxii. "Senior Vice President and Counsel" shall mean the Senior Vice President and Counsel of the Agencies.

lxiii. "Single Source Contract" shall mean a Contract awarded without competitive procedures as a result of a determination by the Agency, approved in writing by the President and a Senior Officer designated by the President, that one firm is uniquely qualified or has a unique advantage with respect to the provision of a particular service or good, such that competitive procedures are rendered futile.

lxiv. "Small Business" shall have the same meaning defined in Article 15-A.

lxv. "Sole Source Contract" shall mean a Contract awarded without competitive procedures as a result of a determination by the Agency, approved in writing by the President and a Senior Officer designated by the President, that there is only one source for a particular service or good, such that competitive procedures are rendered futile.

lxvi. "State" shall mean the State of New York.

lxvii. "Vendor" shall mean a supplier of goods or services to any Agency.

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lxviii. "Women-Owned Business Enterprise ("WBE")" shall mean a business enterprise, including a sole proprietorship, partnership or corporation that is:

(1) at least 51% owned by one or more United States citizens or permanent resident aliens who are women or, in the case of a publicly-owned business, at least 51% percent of the common stock or other voting interests of which is owned by United States citizens or permanent resident aliens who are women;

(2) an enterprise in which the ownership interest of women is real, substantial and continuing;

(3) an enterprise in which the women ownership has, and exercises, the authority to control independently the day-to-day business decisions of the enterprise;

(4) an enterprise authorized to do business in the State, independently owned and operated, and not dominant in its field;

(6) an enterprise that is a Small Business.

b. Construction of Language. Any other capitalized terms used herein shall have the meaning given by the By-Laws. Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

ARTICLE III

3. USE OF PROCUREMENT CONTRACTORS AND VENDORS

a. Threshold Criteria for Use of Procurement Contractors for Personal Services. The general responsibilities of the Agencies are performed by Employees. Accordingly, it is the policy of the Agencies that before Personal Services are used, it first be considered whether it would be more appropriate for Employees to provide such services. Personal Services Contractors may be used when it has been determined:

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11 (l) that such service is necessary or convenient to the performance of any Agency's responsibilities, and;

(2) (x) that such service is not available from Employees, or; (y) that the performance of such service requires it be undertaken by someone independent of the Agencies, or; (z) that use of personnel of any Agency for such service would not be efficient or cost effective.

Such determination shall be made by a Senior Officer except that, in the case of Personal Services set forth below in this Article, such determination may be made by Senior Officers as they may deem administratively appropriate. Non-Personal Services Contracts shall be entered into when any Agency requires goods, materials and non-Personal Services to function effectively and efficiently.

b. Areas Requiring Use of Procurement Contracts for Personal Services. Personal Services Contracts have typically been and are anticipated to be executed in the following areas, pursuant to a determination of appropriateness in accordance with the requirements of subparagraph a. of this Article:

Types of Services, Responsibilities and Description of Services to be Provided.

i. Appraisal. Provide appraisals, analyses and reports with respect to properties which are or may be the subject of Agency loans or loans insured by the Agency.

ii. Architectural and Engineering. Provide professional architectural and/or engineering services relative to the construction of properties which are or may be the subject of Agency loans, or loans insured by the Agency.

iii. Audit and Accounting. Provide audit services pertaining to the year-end preparation of financial statements for the Agency in conformance with generally accepted accounting principles. Perform special audits as requested.

iv. Custody & Safekeeping Services. Provide custody and safekeeping services to secure Agency investments and receive and evaluate underlying collateral for secured Agency investments.

v. Equipment Maintenance. Provide maintenance for the routine service or repair of office and data processing equipment.

vi. Information Technology Consulting. Provide analyses and recommendations on the Agencies’ data processing structure and operations.

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vii. Information Technology Services. Provide report generating and printing services, computer systems hardware, programming and related services to the Agency(s).

viii. Investment Banking. Provide: (a) financial advisory services; (b) marketing services for Agency bond issues; and (c) recommendations and analyses with respect to Agency investments, and the preparation, sale, marketing and distribution of Agency bond issues.

ix. Legal. Provide legal services, opinions and analyses related to bond and note financings, real estate matters, corporate matters, litigation matters and labor matters.

x. Management Consulting. Provide analyses and recommendations concerning the Agencies’ organizational structure and the management of its operations.

xi. Minority Business Enterprise Consultants. Provide technical assistance in the Agencies’ effort to facilitate MBE participation in Agency programs.

xii. Printing. Provide: (a) financial printing services based upon specifications and details developed by the Agency; (b) technical printing services relative to the reproduction of loan and insurance documents; (c) graphic, layout and printing services in connection with production of the Agencies’ annual report(s); and any special reports that may be required; and (d) other printing and offset services.

xiii. Training. Provide supervisory and other skills training to Agency Officers and Employees.

xiv. Trustee Banking Services. Provide banking services to monitor the timely receipt of payments, retirement of debt, collateral evaluations and other services as required by the various bond resolutions.

xv. Others. The examples of Personal Services listed above in clauses (i) through (xiv) reflect anticipated Personal Services and are not meant to be exhaustive; other services, in other areas, may be utilized subject to these Guidelines.

These Personal Services are not required to be provided as Personal Services Contracts, and may sometimes be performed by Agency staff.

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13 ARTICLE IV

4. SELECTION OF PROCUREMENT VENDORS AND CONTRACTORS.

a. Preferred Selection Criteria and Approach. It is the preference of the Agencies that Vendors and Contractors shall be selected from as broad a spectrum of providers as is practicable, and that Contracts be awarded and purchases be made consistent with the quality of services, or goods and materials required, at fair and reasonable prices. In addition, it is the preference of the Agencies to encourage the participation and utilization of MWBEs in accordance with the MWBE Directives, as set forth in Article VI of these Guidelines and to encourage the participation of New York State Business Enterprises. Contacts shall be regulated in accordance with Lobbying Law Directives, and as set forth in Article VII of these Guidelines.

b. Selection on a Competitive Basis. It is the preference of the Agencies that Procurement, unless otherwise prescribed, be by competitive process, and that the process be as competitive as is possible. It is the policy of the Agencies that the selection of Procurement Contractors and Vendors be exempt from the competitive process only under certain exceptional circumstances as specified herein. As appropriate, the following competitive processes may be used in order to select Contractors and Vendors:

i. Competitive Lowest Price Bid for Goods or Materials. Solicitation of at least three price bids, one of which shall be from a MWBE, if feasible, for specified Procurement, other than Personal Services (goods and materials), to be awarded to qualifying Contractors or Vendors primarily on the basis of the lowest price. Competitive bids are to be solicited when the goods and materials required are of a standardized nature that may reasonably be made the subject of specifications to which bidders respond with required qualification data and price offers.

ii. Invitation for Bid (“IFB”) process for Contracts Not Expected to Exceed $50,000. If a Senior Officer determines it is appropriate, an Agency may commence an informal Procurement process by soliciting statements of qualifications, proposals and, as appropriate, price bids from at least three prospective Contractors or Vendors, one of which shall be from a MWBE, if feasible, for Procurements not expected to exceed $50,000. Procurements valued at $25,000 or more must include MWBE participation goals. Award of a Contract within this method is made on the basis of an evaluation of the characteristics, quality and cost of such statements of qualifications and proposals.

iii. RFP (without negotiation). Solicitation of specific proposals which indicate an understanding of identified financial, organizational, logistical and technical requirements and/or problems, and which detail elements of

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14 performance, including techniques and procedures as well as prices. Award of a Contract within this method is made on the basis of a formal evaluation of the characteristics, quality and cost of such proposals.

iv. RFP with Competitive Negotiations. Solicitation of qualifying potential Contractors or Vendors who have submitted materials pursuant to: (a) an RFP to further negotiate their proposals; (b) an RFP which stated that the Agency might further negotiate proposals; or (c) a determination by the Agency, subsequent to issuing an RFP, that further negotiation is appropriate or that the RFP should be revised to permit further negotiations. Further negotiation may include, but shall not be limited to, prices for Contract award on the basis of a formal evaluation of the characteristics, quality and cost of such proposals.

v. Pre-qualified Panel. The Agency may select Contractors for any Procurement activity from a qualified panel of potential Contractors, selected on the basis of an RFP or RFQ. The purpose of using a pre- qualified panel is to allow aspects of the competitive process to be addressed early in a phased selection process. This is so that Vendors and Contractors on the panel can be subsequently engaged on an accelerated or more efficient basis. In accordance therewith, panels shall be administered so that the Contract award is based upon a formal evaluation of qualifications and/or the subsequent negotiation of fair and reasonable compensation for specific services actually required. At such time as a panel is created, the Agency shall document for the Procurement Record with respect to that panel, which aspects of the competitive process (a) are being addressed prior to the panel's establishment and (b) shall be fulfilled subsequent to the establishment of the panel. The award of assignments to respective Vendors on a panel need not be based purely on competitive selection processes, to the extent that assignments based on distribution of workload, distribution of risk, and/or a policy of rotation intended to benefit the Agency are reasonable. Panels shall be identified to the Agency Procurement Contract Officer, reported in the Annual Procurement Contract Report, and reviewed and recertified annually to the Agencies’ Procurement Contract Officer by the Agency Officer in charge of administering the panel.

vi. State Contract. Any Agency can enter into Contracts with eligible Vendors, where the State has engaged in a competitive process to create eligible Vendors; and an Agency can enter into a Contract with those Vendors for such services upon comparable terms, provided a Senior Officer determines this is appropriate.

vii. GSA Contract (or contract of the U.S. General Services Administration or US GSA). Any Agency can enter into Contracts with eligible Vendors, where the US GSA has engaged in a competitive process to create eligible

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15 Vendors; and an Agency can enter into a Contract with those Vendors for such services upon comparable terms, provided a Senior Officer determines this is appropriate.

viii. Affiliated Agency Contract or Affiliated Agency Competitive Selection Process. Whenever an Affiliated Agency has completed a competitive process to create a list of Vendors eligible for the provision of goods or services, any other Agency can enter into a Contract with those Vendors for such services, if for the same services and upon comparable terms. Whenever an Affiliated Agency has engaged in a competitive process, and that process has not yet created a list of eligible Vendors, and an Agency can complete that process to create eligible Vendors, the Agency may do so in order to enter into a Contract with those Vendors for such services for which Vendors are ultimately determined eligible to provide, provided a Senior Officer determines this is appropriate.

c. Selection on a Non- Competitive Basis. The competitive processes established above in this Article shall not apply or are hereby waived in the following situations:

i. Preferred Source Providers. Every Agency Procurement shall be conducted in accordance with §162 of the State Finance Law, which, in certain instances, affords Preferred Source status to certain Contractors and Vendors to advance special social and economic goals and precludes the use of competitive selection procedures.

ii. Existing Centralized State Contracts. Any Agency may carry out a Procurement using existing centralized State Contracts pursuant to which the Agencies are eligible to procure goods and/or services, according to the State negotiated terms.

iii. Existing GSA Contracts. Any Agency may carry out a Procurement using existing centralized GSA Contracts pursuant to which the Agencies are eligible to procure goods and/or services, according to the State negotiated terms.

iv. Emergency. When an emergency requires that selection of a Contractor or Vendor cannot be delayed long enough for the use of a competitive procedure because immediate action is required, the President, and a Senior Officer designated by the President, may award a Contract, as the President and the designated Senior Officer deems appropriate, without competitive procedures or following less than the full complement of competitive procedures which would otherwise be required. Circumstances requiring such immediate action must be significant, such as those affecting property of the Agency(s), life, health or safety. Emergencies should only arise out

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16 of accident or other unforeseen occurrence. The circumstances under which such Contract was entered into shall be set forth and maintained in the Procurement Record. Such record should, among other things, address whether such circumstances should have been foreseen. Consideration should always be given to whether a Contract entered into on an emergency basis can be supplanted by a subsequent Contract entered into through a competitive process. If the Emergency Contract is exceeds $100,000 in amount or one year in duration, the Contract must be taken to the next Agency Governance Meeting or Board Meeting for approval. The emergency nature of the Contract must be shown in the Quarterly Procurement Report covering the period in which the Contract was executed.

v. Sole Source Contract. Sole Source Contracts may be awarded without competitive procedures as a result of a determination by the Agency, approved in writing by the President and a Senior Officer designated by the President. For purposes of determining whether a Contract is a Sole Source Contract, the Agency shall identify if there is only one source for a particular service or good, such that competitive procedures are rendered futile.

vi. Single Source Contract. Single Source Contracts may be awarded without competitive procedures as a result of a determination by the Agency, approved in writing by the President and a Senior Officer designated by the President. Competitive procedures may be considered futile for purposes of determining whether a Contract is a Single Source Contract, if, among other things, the submission of bids or proposals by other Contractors or Vendors would not afford them a meaningful likelihood of selection. Any time the Agency considers it appropriate, the Agency may conclusively reach such a determination by relying upon the determination of the State or an Affiliated Agency that a Vendor is uniquely qualified, if the Agency seeks to enter into a Contract or contract with those Vendors for such services upon comparable terms.

vii. Inconsistent Industry Selection Process with Competitive Price Assurance. Where practice in an industry does not normally involve competitive submission of proposals and where it is determined that it would be cost- effective to award such Contract or otherwise select from among possible Vendors in some other manner, provided steps are taken to assure that the cost is comparable to that generally charged for similar goods or services, and that the Procurement Record contains written evidence of these steps, a Contract may be awarded without competitive process.

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17 viii. Competitive Proposal Exception for Contracts Not Expected to Exceed $5,000. In the case of Contracts not expected to exceed $5,000, if it is determined that soliciting at least three Vendors is not appropriate, such Contract may be awarded without soliciting competitive proposals, if a clear scope of goods or services is utilized and due consideration is given to the market value of such goods or services.

ix. Option to Waive Competition for Certain Kinds of Contracts. Notwithstanding any other provision of law requiring competition, the competitive process may be waived to include Contracts for the purchase of goods or services from Small Businesses or certified MWBEs, or goods or technology that are recycled or remanufactured, in amounts at or below $200,000.

ARTICLE V

5. STANDARDS AND PRACTICES FOR COMPETITIVE SELECTION OF CONTRACTORS.

It is the policy of the Agencies to seek out the maximum practicable number of qualified Vendors interested in offering their goods or services to the Agencies and to establish certain minimum standards for their selection. The following standards shall apply:

a. Advertisement Requirements for Competitive Source Selection Methods. The solicitation of bids, proposals, offers or submissions of qualification data from Vendors with respect to Contracts shall be made by the Agencies in a manner determined by the President, or a Senior Officer designated by the President, to be the most cost effective for providing reasonable competition for the Agencies' Contracts. This may include advertisement in appropriate newspapers or trade journals, direct mailings to firms considered qualified and such other outreach mechanisms as are consistent with the policy of these Guidelines, including outreach efforts to MWBEs in accordance with the provisions of Article VI herein and the Agencies’ MWBE Goal Plan (“MWBE Goal Plan”), and including providing information with respect thereto via the Agencies’ website. In addition, in the case of Procurement Contracts in the actual or estimated amount of $50,000 or more, and in the establishment of pre-qualified panels, as of January 1, 1990, the Agencies shall advertise all such opportunities in the "New York State Contract Reporter" or "Reporter," the official weekly listing of bidding opportunities for the State published by the New York State Department of Economic Development, and any other publication as required by State law, unless the Contract is determined to be a Critical Contract. Already advertised Contract opportunities being re-bid or re-solicited within 45 business days after proposals were originally due, pursuant to publication in the "Reporter," are not required to be published again. Contracts determined to be Single Source Contracts need not be advertised in the "Reporter,"

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18 but in many instances such advertising should be done to assist in the determination that a Contract is a Single Source Contract.

b. Minimum of Three Prospective Vendors for Competitively Bid Procurement Contracts. For all Procurement Contracts required to be selected on a competitive basis, the Agency shall solicit statements of qualifications, proposals and, as appropriate, price bids from at least three prospective Vendors. In the case of Contracts not expected to exceed $5,000, the Agency shall solicit prices, statements of qualifications and proposals from at least three prospective Vendors unless the Agency affirmatively determines it is not appropriate. The Agency shall include at least one MWBE, if feasible, in all Procurement processes for contracts not expected to exceed $25,000.

c. Requirements for Agency Bid Documents. Except for Procurement Contracts for which the Agency(s) would be expending funds received from another state, the Agencies shall include in all bid documents provided to potential bidders a statement that information concerning the availability of State subcontractors and suppliers is available from the State Department of Economic Development, which shall include the directory of certified MWBEs, and an affirmative statement that it is the policy of the Agencies to encourage the use of State subcontractors and suppliers, and to promote the participation of MWBEs, where possible, in the Procurement of goods and services. Additional requirements for Agency Bid Documents relating to the Agencies policies to promote the participation of New York State Business Enterprises is more fully described in Article VIII.8.a. of these Guidelines.

The Agencies shall also require that solicitation documents set forth the expected degree of MWBE participation based, in part, on (1) the potential subcontract opportunities available in the prime Procurement Contract; and (2) the availability of MWBEs to respond competitively to the potential subcontract opportunities.

i. Required Bid Notices to Professional and other Organizations serving MWBEs. In an effort to award Procurement Contracts to MWBEs in compliance with the Agencies’ MWBE Procurement goals, as set forth in the Agencies’ MWBE Goal Plan, the Agencies shall provide notice of Governmental Procurements, along with any other notice required by law, to professional and other organizations serving MWBEs that provide the types of services procured by the Agencies. Professional and other organizations can include, but is not limited to, social networking websites, magazines, and/or newspapers catering to a majority of MBE and/or WBE clientele. For the purposes of these Procurement efforts and for other Agency Procurement efforts, the Agencies shall establish procedures for maintaining list(s) of qualified MWBEs. In addition, the Agencies shall establish procedures for maintaining lists to include media outlets and other organizations serving MWBEs. The Agencies will provide such list(s) to

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19 Contractors in the Procurement process, requiring that potential Contractors shall consult and contact appropriate MWBEs to solicit their bids, in accordance with Article VI of these Guidelines.

ii. Lobbying Law Directives. All Agency solicitations for proposals, bid documents and specifications for Procurement Contracts shall incorporate a summary of the Agencies’ policies and prohibitions regarding Contacts under the Lobbying Law, pursuant to the Lobbying Law Directives as described in Article VII of these Guidelines and in the Agencies’ Lobbying Reform Law Policies.

iii. Promoted Contracts. All Agency solicitations shall follow the directives for the participation of promoted Contracts, as is more fully described in Article VIII of these Guidelines.

d. Criteria for Selection. Procurement Contracts shall be entered into based on an evaluation of all proposals or bids received, considering all relevant factors, including, but not limited to terms, costs, goods or services offered, experience and capabilities, financial security, reputation in the field, staff availability, personnel expected to be involved and possible conflicts of interest. Where a Senior Officer determines that there is a suitably neutral and reliable publisher or publicly available industry ratings or evaluations of products or firm qualifications, such ratings or evaluations may be allowed to substitute, in whole or in part, as determined to be appropriate, for required submission of qualifications where it is determined that requiring independent submission of such from Vendors would be duplicative. The criterion for selection are not intended to supersede the fact that the Agencies have certain promoted Contracts and certain prohibited Contracts and Contracts subject to limitations, as set forth in Article VIII of these Guidelines.

e. Compliance with Additional Procedures for Requests for Proposals and Requests for Qualifications. The Agencies shall also comply with any additional procedures issued by it, from time to time, with respect to the conduct of Requests For Proposals and Requests For Qualifications.

ARTICLE VI.

6. MWBE PROGRAM ESTABLISHING PROCEDURES FOR MWBE PARTICIPATION AND UTILIZATION IN AGENCY PROCUREMENTS

The requirements of the Agencies’ MWBE Program, in accordance with the provisions of §2879 of the Public Authorities Law, Article 15-A, and the directives of the Governor, and as set forth in this Article, shall be referred to as the Agencies’ MWBE Directives. The Agencies shall work to increase MWBE participation and utilization through certain Procurement procedures, as described in the Agencies’ consolidated Annual MWBE Goal

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20 Plan and these Guidelines, and incorporated in the Agencies’ MWBE Program. These procedures shall include (i) the appointment of a Designated MWBE Officer(s) by the President to oversee the Agencies’ MWBE Program, as described more fully in Article XI of these Guidelines, (ii) the establishment of appropriate goals for participation by MWBEs in Procurement Contracts awarded by the Agencies and (iii) the utilization of MWBEs as subcontractors and suppliers by Contractors having Procurement Contracts with the Agencies.

The Agencies have established numerical participation target goals identified in their MWBE Goal Plan based on the findings of the Disparity Study and directives from the Governor. For each new Contract, the Agencies shall gauge the appropriateness of the Procurement goals by considering the availability of Contractors to perform the Contract’s anticipated scope of services, weighted by the extent those scope of services represent the total Contract price.

In the event the projected goals cannot be achieved, the Agencies will provide adequate documentation of a good faith effort to meet these goals in its submission of its Annual MWBE Goal Plan.

The Agencies, for the purposes of reaching these goals, shall establish procedures for maintaining list(s) of qualified and certified MWBEs, that have expressed an interest in doing business with the Agencies, and ensuring that such lists are updated periodically, but no less than once annually, and include a firm profile that will, if possible, describe the firm’s history, key personnel and core work areas. The Agencies shall also consult the list(s) of certified MWBEs maintained by the Department of Economic Development, pursuant to Article 15-A.

The Agencies shall update these MWBE participation goals annually in an effort to (1) obtain the maximum feasible participation of MWBEs in Agency Contracts, (2) evaluate each Contract to determine the appropriateness of the goal, and (3) examine Agency goals to determine if their implementation will duplicate or conflict with any federal law. The Agencies shall waive the applicability of these goals to the extent of such duplication or conflict. These MWBE goals are subject to change by industry and region pursuant to findings contained within the Disparity Study of 2010, future Disparity Studies by the ESDC and Agency findings evidencing relevant industry and region-specific availability of certified MWBEs

b. Requirements to Conduct Procurements to Ensure Maximum Participation and Utilization by MWBEs. To enable the Agencies to achieve the maximum feasible portion of the Agencies’ goals established in their MWBE Goal Plan, that eliminates barriers to participation by MWBEs in the Agencies’ Procurements, Agency MWBE Directives shall include:

i. Measures and Procedures. The Agency shall establish measures and procedures to: (a) ensure that certified MWBEs shall be given the

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21 opportunity for maximum feasible participation in the performance of Agency Contracts; and (b) to assist in the Agencies’ identification of those Agency Contracts for which certified MWBEs may best bid to actively and affirmatively promote and assist their participation in the performance of Agency Contracts so as to facilitate the Agencies’ achievement of the maximum feasible portion of the goals for Agency Contracts to such businesses. The Agencies’ measures and procedures shall include the following MWBE Directives:

(1) For competitive Procurements requiring a minimum of three bids, quotes must be obtained from at least one MBE or WBE. If not feasible, the reasons for not doing so shall be documented in writing and included in the Procurement record. Agency staff issuing solicitations will comply with this requirement whenever MWBEs are available for goods or services being procured; (2) Encouraging Contractors to consider partnering with MWBEs, if feasible; and practicable; and

(3) For non-competitive Procurements, Agency staff issuing the solicitation shall strongly consider using a certified MWBE, if available, and if the MWBE meets the needs of the Agency.

ii. Designation of the Division of Minority and Women-Owned Business Development (“Division of MWBEs”). The Agencies shall designate the Division of MWBEs to certify and decertify MWBEs for the Agencies.

iii. Expected Degree of MWBE Participation. The Agencies shall require that each Contract solicitation set forth the expected degree of MWBE participation, as set forth in Article VI of these Guidelines.:

iv. Current List of MWBEs. The Agencies shall provide a current list of certified MWBEs to each prospective Contractor, as set forth in Article VI of these Guidelines.

v. Joint Ventures and MWBE Participation Goals. The MBE portion or the WBE portion of joint ventures shall count toward meeting the Agencies’ MWBE participation goals. A firm owned by a Minority Group Member who is also a woman may be certified as a MBE, a WBE, or both, and may be counted towards either a MBE goal or a WBE goal, in regard to any Contract or any goal, set by the Agencies, but such participation may not be counted towards both such goals. Such an enterprise's participation in a Contract may not be divided between the MBE goal and the WBE goal.

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22 vi. Waiver of Obligations of Contractor relating to MWBE Participation. The Agencies may waive obligations of the Contractor relating to MWBE participation after a showing of good faith effort to comply with the MWBE participation requirements, pursuant Chapter 174 and Chapter 175 of the laws of 2010 that amend §2879 of the Public Authorities Law and Article 15-A, §313, subdivision six, respectively, both enacted on July 15, 2010.

vii. Verification of MWBE Participation. The Agencies shall verify that MWBEs listed in a successful bid are actually participating to the extent listed in the project for which the bid was submitted, including verification that the procured primary Contractors are truly providing for the participation of MWBEs as described in the Procurement Contract. Participation of MWBEs shall be verified by (i) electronically monitoring and tracking the utilization, prompt payment and unauthorized substitutions of MWBE subcontractors and (ii) the provision of the following data, by the Contractor to the Agency, for each MWBE subcontract:

(1) name(s) of the MWBE subcontractor;

(2) total dollar amount of the MWBE’s participation;

(3) scope of work of the MWBE subcontractor; and

(4) dates of participation.

viii. In the implementation of this section of this Article, the Agencies shall:

(1). consider, where practicable, the severability of construction projects and other bundled Contracts; however, unbundling must be conducted within the constraints of the Agencies’ need to ensure efficiency and limit costs;

(2) implement its MWBE Program to enable the Agencies to evaluate each Contract to determine the appropriateness of the goal, as set forth in this Article, which shall include:

(a) increasing MWBE outreach and communication efforts by use of the internet to facilitate access to information and build relationships between MWBEs and potential partners by:

(i) Posting a list on the Agencies’ website of Agency contracting staff; and

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23 (ii) Requiring Agency staff to include certified MWBEs in the solicitation lists for Procurements not expected to exceed $25,000;

(b) consider the number and types of MWBEs located in the region in which the Agency Contract is to be performed;

(c) consider the total dollar value of the Agency Contract, the scope of work to be performed, and the project size and term;

(d) consider whether the Contractor has advertised in general circulation media, trade association publications, and minority-focus and women-focus media and, in such event,

(i) whether or not certified MWBEs that have been solicited by the Contractor exhibited interest in submitting proposals for a particular project by attending a pre-bid conference; and

(ii) whether certified MWBEs which have been solicited by the Contractor have responded in a timely fashion to the Contractor's solicitations for timely competitive bid quotations prior to the Agency’s bid date;

(e) consider whether there has been written notification to appropriate certified MWBEs that appear in the directory of certified MWBEs, and

(f) consider whether the Contractor can reasonably structure the amount of work to be performed under subcontracts in order to increase the likelihood of participation by certified MWBEs.

3. consider compliance with the requirements of any federal law concerning opportunities for MWBEs which effectuates the purpose of this Article; and

4. consult the most recent disparity study, pursuant to Article 15-A.

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ARTICLE VII

7. REQUIRED DESIGNATIONS AND DISCLOSURES UNDER LOBBYING LAW DIRECTIVES IN THE SELECTION OF PROCUREMENT VENDORS AND CONTRACTORS.

Contacts shall be regulated in accordance with Lobbying Law Directives as follows:

For any Governmental Procurement or Contract made subject to the Lobbing Law, the Agency shall notify every potential Contractor or Vendor that the Agency has a Designated Contact Officer(s) who is the only Agency representative(s) permitted to receive Designated Contacts from the Contractors or Vendors, or their representatives, during the Restricted Period with respect to such Governmental Procurement (effective June 10, 2010, the Agencies have designated, the Vice President and Deputy Counsel or when appropriate, an Agency Senior Officer with technical knowledge of the Governmental Procurement, as the Designated Contact Officer(s) for all Governmental Procurement for which such appointment is required). A Contractor or Vendor is restricted from making Contacts with the Agency(s) from the date of any public announcement, public notice, or public communication by any Agency to any potential Vendor of a determination of a need for a Governmental Procurement through final award and approval of the Procurement Contract by the Agency to anyone other than the Designated Contact Officer(s) with respect to the Governmental Procurement unless such communication is any one of the following Permissible Subject Matter Communications:

(a) the submission of written proposals in response to a Request for Proposals, invitation for bids or any other method for soliciting a response from Offerers intending to result in a Procurement Contract;

(b) the submission of written questions by a method set forth in a RFP, or invitation for bids, or any other method for soliciting a response from Offerers intending to result in a Procurement Contract, when all written questions and responses are to be disseminated to all Offerers who have expressed an interest in the RFP, or invitation for bids, or any other method for soliciting a response from Offerers intending to result in a Procurement Contract;

(c) participation in a demonstration, conference or other means for exchange of information in a setting open to all potential bidders provided for in a RFP, invitation for bids, or any other method for soliciting a response from Offerers intending to result in a Procurement Contract;

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(d) complaints by an Offerer regarding the failure of the person or persons designated by the Agency pursuant to this section to respond in a timely manner to authorized Offerer Contacts, made in writing to the office of general counsel of the Agency, provided that any such written complaints shall become a part of the Procurement Record;

(e) Offerers who have been tentatively awarded a Contract and are engaged in communications with the Agency solely for the purpose of negotiating the terms of the Procurement Contract after being notified of tentative award;

(f) communications between designated staff of the Agency and an Offerer to request the review of a Procurement Contract award;

(g) communications by Offerers in protests, appeals or other review proceedings (including the apparent successful bidder and his or her representatives) before the Agency conducting the Governmental Procurement seeking a final administrative determination, or in a subsequent judicial proceeding; or

(h) communications between Offerers and governmental entities that solely address the determination of responsibility entity of an Offerer.

Unless the communication(s) is any one of the above Permissible Subject Matter Communications, the Vice President and Deputy Counsel or the designated Senior Officer are the only representative(s) of the Agencies permitted to receive Contacts from bidders, potential Contractors or Vendors, or their representatives, during the Restricted Period with respect to an Agency Governmental Procurement.

All Agency solicitations for proposals, bid documents and specifications for Procurement Contracts shall incorporate a summary of the Agencies’ policies and prohibitions regarding Contacts under the Lobbying Law. All potential Contractors or Vendors must complete and return to the Agency with their proposal or bid response to an Agency solicitation, the Affirmation of Understanding of and Agreement, and Potential Contractor or Vendor Disclosure of Prior Non-Responsibility Determinations, Lobbying Law Forms 1 and 2, respectively. Form 1 is a written affirmation of a Contractor’s or Vendor’s understanding of the Governmental Procurement lobbying procedures of the Agencies and Form 2 requires the potential Contractor or Vendor to certify that all information provided to the Agencies with respect to the Lobbying Law is complete, true and accurate. Prior to awarding a Procurement Contract to which these provisions apply, the Agency shall make a final Determination of Responsibility. All solicitations for proposals by the Agency shall require that potential Contractors or Vendors disclose to the Agency any findings of non- responsibility against them within the previous four years by any other governmental agency and must contain certifications that the same are complete, true and accurate.

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26 For Contractors or Vendors who fail to comply with the Agencies’ Lobbying Law Directives, refer to Article VIII of these Guidelines and the Agencies’ Lobbying Reform Law Policies.

ARTICLE VIII

8. PROMOTED AND PROHIBITED CONTRACTS & CONTRACTS SUBJECT TO OTHER LIMITATIONS

Notwithstanding the general practices of the Agencies with respect to selection of Contractors and Vendors and adherence to competitive practices, as set forth in in these Guidelines, the following shall apply or be given weight in order that certain Contracts, or the award thereof, may be promoted, prohibited or subject to certain limitations.

a. Promoted Contracts. It is the policy of the Agency to promote certain contracts as follows:

i. Minority- and Women-Owned Business Enterprises. It is the policy of the Agencies to promote and encourage the use of MWBEs and New York State subcontractors and suppliers in competition for Procurement Contracts. Furthermore, for Procurements anticipated to be in the amount of $25,000 or less, if the performance of any Contract requires or permits the use of a subcontractor, it is preference of the Agencies to encourage the participation of MWBEs, as set forth in these Guidelines. The Agencies encourage bidders to include demonstrations that their selection promotes the use of MWBEs in bid responses, for example, through proposals for joint ventures with MWBEs. Procurements exceeding $25,000 must include MWBE participation goals in solicitation documents.

In order to promote and assist participation by, and facilitate the awarding of a fair share of Contracts to, MWBEs, the Agencies have identified the following services as those areas or types of Contracts for which MWBEs may best bid: Archival Off-Site Services; Audit/Accounting Services: Appraisal Services; Architectural/Engineering Services; Equipment Maintenance Services; Information Technology Consulting/Services; Investment Banking Services; Legal Services; Management Consulting Services; and Printing Services; and Temporary Employee Services.

ii. New York State Business Enterprises and New York State Residents. It is the goal of the Agencies to promote the participation of New York State Business Enterprises and New York State residents in Procurement Contracts. Accordingly, the following procedure shall apply:

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27 (1) The Agencies shall collect and consult the specifications of NYSBEs in developing specifications for any Procurement Contract for the purchase of goods where possible, practicable, feasible and consistent with open bidding, except for Procurement Contracts for which the Agency would be expending funds received from another state. The Agencies shall, where feasible, make use of the stock item specification forms prepared by the State Commissioner of General Services, and where necessary, consult with the State Commissioner of the Office of General Services, in developing such specifications and make such determinations;

(2) The Agencies shall, with the cooperation of the Department of Economic Development and through cooperative efforts with Contractors and Vendors, (i) notify NYSBEs of opportunities to participate as subcontractors and suppliers on Agency Procurement Contracts in amounts estimated to be equal to or greater than $1,000,000 and (ii) promulgate procedures which will assure compliance by Contractors and Vendors with such notification. Once awarded the Contract, such Contractors shall document their efforts to encourage the participation of NYSBEs as suppliers and subcontractors on Procurement Contracts equal to or greater than $1,000,000, pursuant to §2879 of the Public Authorities Law;

(3) The Agencies shall, with the cooperation of the Community Services Division of the Department of Labor and through cooperative efforts with Contractors and Vendors, notify New York State residents of employment opportunities arising out of Procurement Contracts let by the Agencies in an amount estimated to be equal to or greater than $1,000,000. Contractors shall, as supplementary materials to their bids, document their efforts to provide such notification.

(4) The Agency shall include in all bid documents, (i) a statement notifying potential bidders located in foreign countries that the Agency may assign or otherwise transfer offset credits created by the Procurement Contract to third parties located in New York State and (ii) a provision for the assignment or other form of transfer of offset credits created by such Procurement Contracts, directly or indirectly, to third parties located in the State. Such assignment or other form of transfer shall be in accordance with the written directions of the Commissioner of Economic Development. The Agency shall cooperate with the Department of Economic Development in efforts to get foreign countries to recognize offset credits assigned or transferred to third parties located in New York State created by the Agency’s Procurement Contracts.

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iii. Businesses with Anti-discriminatory Employment Practices. It is the Agencies’ policy to have procedures in place that will ensure, to the extent of the Agencies’ ability, that Contractors and Vendors comply with the federal Equal Employment Opportunity Act of 1972, as amended.

For any Contractor or Vendor with fifteen or more employees responding to an RFP, RFQ, IFB or other type of invitation for bids, included with such response must be a statement disclosing whether the Contractor or Vendor is currently operating under or negotiating, or has at some time in the last five years operated under or negotiated, a conciliation agreement with the Equal Employment Opportunity Commission (“EEOC”); has been, at some time in the last five years, or is currently the subject of a civil action brought against it by the EEOC; has been, at some time in the last five years, or is currently the subject of an action brought against it by the EEOC for permanent, temporary or preliminary relief; has operated, at some time in the last five years, or is currently operating under an order of a court to take affirmative action as a result of a civil action brought against it by EEOC.

The Agencies shall state in each Contract entered into with a Contractor or Vendor with fifteen or more employees, that it is an unlawful employment practice for such Contractor or Vendor to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to the individual’s compensation, terms, conditions, or privileges of employment, or to limit, segregate, or classify employees or applicants for employment in any way which would deprive or tend to deprive any individual of employment opportunities or otherwise adversely affect an individual’s status as an employee, because of such individual’s race, color, religion, sex, or national origin, or because an individual opposed any practice made unlawful by Title VII of the Civil Rights Act of 1964, as amended, or because he or she made a charge, testified, assisted, or participated in any manner in an investigation, proceeding, or hearing under that Title; and that it shall be an unlawful employment practice to print or publish or cause to be printed or published any notice or advertisement relating to employment indicating any preference, limitation, specification, or discrimination on the basis of race, color, religion, sex, or national origin.

The Agencies shall state in each Contract entered into with a Contractor or Vendor with fifteen or more employees, that such Contractor or Vendor shall (1) make and keep such records relevant to the determinations of whether unlawful employment practices have been or are being committed, (2) preserve such records for such periods as the EEOC shall prescribe by regulation, and (3) make such reports therefrom as the EEOC shall prescribe by regulation or order.

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The Agencies shall state in each Contract entered into with a Contractor or Vendor with fifteen or more employees, that such Contractor or Vendor must post and keep posted in conspicuous places upon its premises where notices to employees and applicants for employment are customarily posted a notice prepared or approved by the EEOC setting forth excerpts from, or summaries of, pertinent provisions of Title VII of the Civil Rights Act of 1964, as amended, and information pertinent to the filing of a complaint.

The Agencies’ goal is to award Contracts to those Contractors and Vendors who have evidenced compliance with the laws of the State prohibiting discrimination in employment. The Agencies recognize that this goal may be achieved by awarding Procurement Contracts to those firms who have demonstrated that they do not discriminate with respect to employment.

For all Personal Services Contracts over $25,000, and for all Contracts for goods and materials over $100,000, bidders shall submit to the Agencies data regarding the race and gender of their partners, members and employees by job category. Bidders whose Affirmative Action plans are not found acceptable to the Agencies shall be rejected.

b. Prohibited Contracts and Contracts Permitted Subject to Specified Exceptions or Limitations. It is the policy of the Agencies that certain Contracts be prohibited or permitted only subject to certain exceptions or limitations as follows.

i. Special Criteria Rule for Evaluation of Architects, Engineers and Surveyors. For purposes of this subparagraph, the term “Professional Firm” shall be defined as any individual or sole proprietorship, partnership, corporation, association, or other legal entity permitted by law to practice the professions of architecture, engineering, or surveying. The Agency shall not refuse to negotiate with a Professional Firm solely because the ratio of the “allowable indirect costs” to direct labor costs or the hourly rate in any labor category of the Professional Firm exceeds a limitation generally set by the Agency in the determination of the reasonableness of the estimated cost of services to be rendered by the Professional Firm, but rather the Agency should also consider the reasonableness of cost based on the total estimated cost of the service of the Professional Firm which should include, among other things, all the direct labor costs of the Professional Firm for such services plus all “allowable indirect costs,” other direct costs, and negotiated profit of the Professional Firm. For purposes of this subparagraph, "allowable indirect costs" of a Professional Firm are defined as those costs generally associated with overhead which cannot be specifically identified with a single project or Contract and are considered reasonable and allowable under specific Contract or allowability limits.

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30 ii. Contracts with Businesses with Operations in Northern Ireland. In accordance with the MacBride Fair Employment Principles (Chapter 807 of the Laws of 1992), the Agencies shall not enter into Procurement Contracts with Vendors who have operations in Northern Ireland unless the Agencies receive contractual assurance that the Contractor shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in §165 of the New York State Finance Law), and agrees to permit independent monitoring of its compliance with such principles.

iii. Contracts with Foreign Business Enterprise. The Agencies shall notify the New York State Commissioner of Economic Development (“Commissioner”) of the award of a Procurement Contract for the purchase of goods from a Foreign Business Enterprise in an amount equal to or greater than $1,000,000, simultaneously with notifying the successful bidder therefor. The Agencies shall not thereafter enter into a Procurement Contract for said goods until at least 15 days have elapsed, except for Procurement Contracts awarded as Emergency Selection Contracts or where the Commissioner waives the provisions of this section. The notification to the Commissioner shall include the name, address and telephone and facsimile numbers of the Foreign Business Enterprise, a brief description of the goods or services to be obtained pursuant to the proposed Procurement Contract, the amount of the proposed Procurement Contract, the term of the proposed Procurement Contract, and the name of the individual at the Foreign Business Enterprise or acting on behalf of the same who is principally responsible for the proposed Procurement Contract. (The purpose of such notification is solely to allow the Commissioner to use the information to provide notification to NYSBEs of opportunities to participate as subcontractors and suppliers on such Procurement Contracts; to promote and encourage the location and development of new business in the State; to assist NYSBEs in obtaining offset credits from foreign countries; and to otherwise investigate, study and undertake means of promoting and encouraging the prosperous development and protection of the legitimate interest and welfare of NYSBEs, industry and commerce.)

iv. Contracts with Discriminatory Jurisdiction Business Enterprises. The Agencies shall not, except as hereinafter provided, solicit bids from, or enter into a Procurement Contract with, a Foreign Business Enterprise which has its principal place of business in a jurisdiction that discriminates against New York businesses, as contained on the list prepared by the Commissioner pursuant to §165(6)(b) of the State Finance Law. (Currently, as of the date of these revisions of these Guidelines, the states of Alaska, Hawaii, Louisiana, South Carolina, West Virginia and Wyoming have discriminatory policies against New York State bidders.) The Agencies may waive this section only when the President, or a Senior Officer

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31 designated by the President, determines in writing that it is in the best interest of the State to do so.

v. Vendors Failing to Comply with Lobbying Law Directives. The Agencies shall not enter into Contracts with Contractors or Vendors when:

(1) proposed Vendor or Contractor has failed to timely disclose accurate and complete information or otherwise cooperate with the Agencies in administering the Lobbying Law Directives; or

(2) there has been a finding that an Offerer has knowingly and willfully violated the provisions set forth in Article VII . of these Guidelines and the Agencies’ Lobbying Reform Law Policies. This finding shall also result in a determination of non-responsibility against the Offerer. (Violations of the Lobbying Law are expected to typically involve Contacts made to persons at the Agencies other than the Designated Contact Officer(s)).

The Agencies shall not enter into Contracts in the case of either (1) or (2) of this subparagraph (v), section (b) of this Article, unless the Agencies determine that the award of the Procurement Contract:

(a) is necessary to protect public property or public health or safety, and (b) that the Contractor or Vendor is the only source capable of supplying the required goods or services within the necessary time frame.

In order for the Agency determinations in (1) and (2) (a) and (b) above to be effective as exceptions, the above required findings, including a statement describing the basis of such determination by the Agency must be made a part of the Procurement Record.

Any subsequent determination of non-responsibility due to violations of the requirements of the Lobbying Law, if such determination is separated by less than four years, shall result in the proposed Vendor or Contractor being rendered ineligible to submit a proposal on or be awarded any Procurement Contract for a period of four years from the date of the second final determination of non-responsibility.

vi. Contracts with Former Agency Officers and Employees. The Agencies shall not enter into Contracts which contemplate, violate or affirmatively, by their terms, allow former Officers and Employees of the Agencies to violate §73 (8) (a) of the State Ethics Law. Specifically, and not by way of limitation, (except for employment contracts pursuant to which former Employees resume employee status to again work directly for the Agencies), the Agencies shall not enter into Contracts which provide for or

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32 permit a former Officer or Employee of the Agencies, either as an individual contracting directly with the Agencies or as an officer or employee of a private business entity, to appear, practice, communicate or otherwise render services before the Agencies or receive compensation for any such services rendered by such former Officer or Employee on behalf of any person, firm, corporation or other entity in relation to any case, proceeding, application or transaction:

(1) with respect to which such Officer or Employee was directly concerned and in which he or she personally participated during the period of his or her service or employment, or which was under his or her active consideration or over which that Employee or Officer exercised decision-making power during the performance of his or her official duties at the Agencies, or

(2) in connection with any matter before the Agencies or its business for a period of two years after termination of such service or employment.

If the President deems it appropriate, the preceding prohibitions may be temporarily waived provided that, prior thereto, the State Ethics Commission grants an exception in accordance with the requirements of Chapter 523 of the Laws of 2004, or, for employees who left Agency employment before December 31, 1996 and otherwise qualify, a waiver has been granted pursuant to the provisions of Chapter 229 of the Laws of 1995. Notwithstanding the foregoing, the preceding prohibitions shall not apply when a former Officer or Employee carries out official duties as an elected official or employee of a federal, state or local government, or any agency of such government. Thus, a former Employee may appear, practice, communicate or render compensated services before the Agencies if he or she is acting as an elected official or employee of a federal, state or local government or one of its agencies. This exception applies only to government officials and employees; it does not apply to paid consultants of government entities.

In addition, in determining whether or not to enter into Contracts with respect to which any former Officer or Employee of the Agency plays a role, and with respect to the ethical administration thereof, the Agencies shall give due consideration to whether the execution or administration of the Contract raises an appearance of impropriety.

The Agencies shall, as it deems appropriate, include provisions in its Contracts to effect the purposes of this section.

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33 ARTICLE IX

9. GENERAL CONTRACT PROVISIONS AND CONTINUING EVALUATION OF PROCUREMENT CONTRACTS IN EFFECT FOR LIMITED TERMS.

a. General Contract Provisions. The Agencies shall include general Contract provisions in its Procurement Contracts, as follows:

i. In Writing and Duly Executed. All Procurement Contracts shall be in writing and shall, at a minimum, be duly executed by an individual empowered to do so in accordance with the Agency By-Laws and, as the case may be, the provision for delegation of signing authority thereunder.

ii. Scope and Description. Procurement Contracts shall specifically provide for a scope of services indicating the nature of the work to be performed or goods to be provided, and for the time for performance, the monitoring or reviewing of that performance by personnel of the Agencies, any conditions generally applicable to Contracts with the Agency(s), any applicable provisions for insurance, and, where appropriate, any permitted use of supplies, facilities or personnel of the Agencies.

iii. Compensation and Payment Terms. Such Procurement Contracts shall also state the compensation for the goods or services, and the terms of payment including the conditions for receiving payment from the Agencies.

iv. Non-collusion. Formal Contracts shall, whenever appropriate, include Contractor Certifications that:

(1) The prices in the bid(s) or proposal(s) were arrived at independently, without collusion, consultation, communication, or agreement for the purpose of restricting competition, or as to any matter relating to such prices with any other Contractor or with any competitor.

(2) Unless otherwise required by law, the prices which have been quoted in the bid(s) or proposal(s) were not knowingly disclosed by a Contractor prior to the opening of bid submissions, directly or indirectly, to any other Contractor or to any competitor.

(3) No attempt was made or will be made by the Contractor to induce any other person, partnership or corporation to submit or not submit bid(s) or proposal(s) for the purpose of restricting competition.

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34 v. False or Inaccurate Lobbying Law Directives Certifications. Every Governmental Procurement with an estimated annual expenditure over $15,000 shall contain:

(1) certifications that the representations required by the Lobbying Law Directives, if applicable, are complete, true and accurate, and (2) a provision authorizing the Agency(s) to immediately terminate such Contract in the event that any certification in accordance with the provisions of the Lobbying Law Directives is found to be intentionally false or intentionally inaccurate.

vi. Prohibitions and violations in Contracts. In accordance with § 316-a of Article 15-A, Contracts shall include a provision expressly providing that any Contractor who willfully and intentionally fails to comply with the minority and women-owned participation requirements, as set forth in such Contract shall be liable to the Agencies for liquidated or other appropriate damages and shall provide for the appropriate remedies on account of such breach. If the Agencies elect to proceed against a Contractor for breach of Contract, the Agency shall be precluded from seeking enforcement pursuant to §316 of Article 15-A, provided however, that the Agency shall include a summary of all enforcement actions undertaken in its Annual MWBE Goal Plan, in accordance with subdivision three of §315 of Article 15-A and Article XII of these Guidelines.

b. Continuing Evaluation of Procurement Contracts in Effect for Limited Terms.

i. Limitation of Contract Terms. In order that the Agencies may enter into new Procurement Contracts for the Procurement covered as soon as might be desirable, Procurement Contracts should not commit the Agency(s) to continue to use Contractors for longer than is desirable to achieve the Contract objectives, such as obtaining the Contractor's commitment to perform services at a reasonable price. Unless specifically permitted by a resolution of the Agency's Members or Directors, Procurement Contracts shall be for a term not exceeding one year and shall be terminable by the Agency, at its option, without cause, within a period that is less than a year into the future.

ii. Continuing Evaluation of Procurement Contracts and Panels. Every Procurement Contract under which services are currently being performed or goods or materials provided shall be continually evaluated by a designated Officer or Employee. Such Officer or Employee shall review and approve all bills to be paid and continually evaluate the Contractor's performance. Such Officer or Employee shall continually give consideration to whether the further use of the Contractor's services and continuation of the Procurement Contract is desirable. Such consideration

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35 shall extend to making a determination, at least annually, of when it would be most appropriate and effective to award the Procurement Contract again through a new competitive selection process such as a new Request for Proposals. A determination not to enter into a new competitive award process immediately can be supported, in part, by verification that services are still being provided at competitive rates, but such verification shall not be determinative of whether a new competitive process should commence. Part of the required annual review and recertification to the Agencies’ Procurement Contract Officer of Agency panels shall be a consideration of whether it would be appropriate and effective to renew the competitive selection process for Procurement Contracts with firms on the panels, including, but not limited to, doing so through the issuance of a new Request for Qualifications to reestablish the panel. Any determination not to enter into a new competitive award process, as a result of which a Contract would exceed a projected five years without a new competitive award process being conducted, shall require the affirmative concurrence of each Agency’s Governance Committee included in a resolution adopted by each Agency’s Governance Committee, as required by Article X of these Guidelines. Such affirmative concurrence shall not be required in relation to Single Source Contracts, Sole Source Contracts, existing State Contracts or existing GSA Contracts.

ARTICLE X

10. REQUIRED AGENCY APPROVALS

a. Directors' or Members' and/or Governance Committees’ Approval. All Contracts where compensation is expected to be in an amount of $100,000 or more, as well as any Contracts involving services to be provided in excess of one year, shall require initial approval of the Directors or Members of each Agency’s Governance Committee or the Agency’s Members or Directors. Unless specifically permitted by a resolution of the Agency's Governance Committee or the Members or Directors, Procurement Contracts shall be for a term not exceeding one year and shall be terminable by the Agency(s), at its option, without cause, within a period that is less than a year into the future. The President, or a Senior Officer designated by the President, may submit other Contracts as he or she deems appropriate to the Members or Directors for their consideration and approval.

b. Directors' or Members' and/or Governance Committees’ Annual Review. The Directors and Members shall, at least annually, review any Contract lasting more than a year, each January, as part of the approval of the Annual Report on Procurement Contracts. The Governance Committees will annually review Contracts bundled with similar like goods and/or services. Contracts considered as lasting for more than a year for this purpose shall include Contracts where the

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36 Contract itself, by virtue of its stated terms, has a period of longer than a year, and in addition, shall include Contracts where, by virtue of renewal or execution of new or subsequent Contracts, without an intervening Contractor or Vendor Selection Process, the Agency's contractual relationship with the Vendor or Contractor continues for more than a year. Annual approval or review by each Agency’s Governance Committee shall be as follows:

i. Provided that timely annual review for each Contract is effected, firms on Agency panels can be brought for annual review:

(1) collectively, or in such combinations as are deemed appropriate, on a single annual review anniversary, or

(2) individually based on the dates that Procurement Contracts first required Member and/or Director approval.

ii. Any determination not to enter into a new competitive award process, pursuant to which a Contract would exceed a projected five years without a new competitive award process, shall require the affirmative concurrence of each Agency’s Governance Committee included in a resolution adopted by each Agency’s Governance Committee. Such affirmative concurrence shall not be required in relation to Single Source Contracts, Sole Source Contracts, existing State Contracts, or existing GSA Contracts. In any case, any Contract in excess of a $100,000 in amount or more than one year in duration must be initially approved by the Agency’s Governance Committee and annually reviewed by the Agency’s Governance Committee.

c. Execution of Procurement Contracts. All Procurement Contracts shall be executed by the President, or a Senior Officer, as defined under the Agencies’ By-Laws or by such Vice President to whom execution authority has been appropriately delegated in writing by a Senior Officer.

d. Approval of Procurement Contracts by the Senior Vice President and Counsel. The Senior Vice President and Counsel shall approve, as to legal compliance, all Procurement Contracts. The consideration shall include the legal form and efficacy of the Procurement Contract. The Agencies’ Legal Department may evidence such approval by Counsel by:

i. Signing "Approved as to form" on any Formal Contract so approved;

ii. In connection with a closing managed by the Legal Department, approving the closing and, as necessary, delivering accompanying opinions in connection therewith; or

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37 iii. Making such arrangements as are acceptable to the Counsel to assure that the form of Contract is legally acceptable and approved by Agency Counsel.

ARTICLE XI

11. ADMINISTRATION OF PROCUREMENT, RECORDS AND RESPONSIBILITIES OF AGENCY OFFICERS AND EMPLOYEES

a. Procurement Record. A Procurement Record shall be maintained for each Procurement requiring any Formal Contract and such other Procurement as the Procurement Contract Officer deems appropriate, or as State law requires, identifying, with supporting documentation, decisions made by the Agency during the Procurement process. The Procurement Record shall include, but not be limited to, documentation of: (1) the determination of the method of Procurement from among the available methods permissible under these Guidelines (particularly, if there is a determination of an Emergency Selection Contract, Sole Source Contract or Single Source Contract); (2) the process to be used to determine best value, the manner in which the selection of evaluation criteria and the evaluation process shall be conducted, and the evaluation criteria, which, whenever possible, shall be quantifiable; and (3) the basis of award and circumstances leading to the selection of the Vendor, including the alternatives considered, the rationale for selecting the specific Vendor and the basis upon which cost was determined reasonable. To the extent practicable, the Agencies shall document all aspects of the solicitation process in advance of the initial receipt of offers. Each amendment to an existing Contract, and the justification for each, shall also be included in the Procurement Record. Determinations of emergency with respect to Emergency Selection Contracts and Emergency Foreign Business Enterprise Contracts shall be included in the Procurement Record.

Annual certifications of panels should be made a part of the Procurement Record.

With respect to the Lobbying Law Directives, the Procurement Record shall include complete information related to: (i) written certifications by the Contractors or Vendors with respect to affirmations that the Contractor or Vendor understands the Lobbying Law Directives and (that the Agency(s) has been informed in writing of the Vendor's prior determinations of non-responsibility over the previous four years, and that this information is complete, true and accurate; (ii) Determinations of Responsibility by the Agency;; (iii) findings of non-responsibility, whether by the Agency(s) or by other governmental entities; (iv) a record of all Contacts during the Restricted Period, including the name of the person making the Contact, as well as that person's organization, address, telephone number, place of principal employment, occupation, and whether the person/organization making the Contact was the Offerer or was retained, employed or designated by or on behalf of the Offerer to appear before or communicate with the Agency; ;(v) if applicable, a

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38 statement regarding the basis for any required finding that the Agency may enter into a Contract with a Contractor or Vendor who has previously been the subject of any determinations of non-responsibility; and (vi) any determination to terminate a Contract pursuant to the Lobbying Law Directives .

The Procurement Record is a place where the Agencies can clearly document, as considered appropriate, the need for the Contract; required specifications; and the ways in which a competitive field, fair and equal opportunity for Vendors, which shall include, but not be limited to, certified MWBEs, and a fair and balanced method of selection have been ensured.

The Procurement Record shall be maintained at least throughout the period the Contract and any extensions thereof are in effect and for a reasonable period of time thereafter.

b. Procurement Contract Officer. The Procurement Contract Officer's responsibilities shall include keeping such portions of the Procurement Record as the Procurement Contract Officer deems appropriate, monitoring compliance with proper contracting procedures and adherence to these Guidelines.

Among the Procurement Contract Officer's responsibilities shall be the determination of when certain portions of these Guidelines shall apply to a Contract by virtue of Contract expenditures, in the aggregate, or sequential periods of time, reaching applicable thresholds stated herein. In addition, for Contracts of less than $500 per year, which are terminable at any time by the Agency(s) with less than 90 days notice, the Procurement Contract Officer may determine that such Contracts shall be considered Contracts not exceeding one year for purposes of these Guidelines.

The Procurement Contract Officer may provide guidance and counsel about proper administration of the Procurement process and Contracts but shall not be a principal directly responsible for administering any Agency Contract. The Procurement Contract Officer should be available for counsel and guidance respecting the Procurement selection process but should not be directly involved as an actual selector of Vendors.

The Procurement Contract Officer shall encourage and promote good Procurement practices, including but not limited to, proper and coordinated management of Contracts, desirable Vendor selection practices, and informed and careful bill approval procedures. Among other things, it is generally desirable that there be a single individual designated to manage each Procurement Contract, including renewals and amendments thereto, reporting thereon, and bill approvals, (and excluding receipt of Designated Contacts), and that individuals managing different Contracts in the same area or from the same Vendors coordinate their work.

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39 The Procurement Contract Officer shall, from time to time, issue such reports on Procurement as shall be appropriate or required including the Procurement Reports required under these Guidelines.

The Procurement Contract Officer shall notify the Office of General Services of all Contractors who, with respect to the Lobbying Law, have been the subject of determinations of non-responsibility by the Agency or who have been debarred.

The Procurement Contract Officer should periodically review and assess the adequacy of these Guidelines and, as appropriate, recommend changes for approval.

The Procurement Contract Officer may grant temporary technical exceptions to these Guidelines for Contracts, other than Formal Contracts, provided that such exceptions appear in the Procurement Contract Record, and that attorneys under the supervision of the Senior Vice President and Counsel determine the exceptions legally appropriate.

c. Designated Contact Officer(s). The Agencies have designated the Vice President and Deputy Counsel, or when appropriate, an Agency Senior Officer with technical knowledge of the Governmental Procurement, as the Designated Contact Officer(s) for all Governmental Procurement for which such appointment is required. In accordance with the provisions of the Lobbying Law Directives, the Designated Contact Officer, for any given Governmental Procurement or Procurement Contract, is intended to be, by virtue of his or her designation as such, the recipient of any Designated Contacts with respect to the Governmental Procurement for which he or she has been designated. The Designated Contact Officer shall have ready access to, and shall refer to, as appropriate, the Contractors' and Vendors' written affirmations of their understanding of the Agencies’ Governmental Procurement lobbying procedures along with all disclosures Contractors or Vendors have provided of any findings of any determinations of non-responsibility against them under the Lobbying Law. Prior to the Agencies' awarding of a Procurement Contract to which these provisions apply, it shall be the Designated Contact Officer's responsibility to consult with the Ethics Officer and to likewise consult at any appropriate time thereafter.

d. Designated MWBE Officer(s). The Agencies’ President shall appoint a Designated MWBE Officer(s) to oversee the Agencies’ MWBE Program established to promote and assist: (i) participation by certified MWBEs in the Agencies’ Procurement opportunities and facilitation of the award of Procurement Contracts to such enterprises; (ii) the utilization of certified MWBEs as subcontractors and suppliers by entities having Procurement Contracts with the Agencies; and (iii) the utilization of partnerships, joint ventures or other similar arrangements between certified MWBEs and other entities having Procurement Contracts with the Agencies. The Designated MWBE Officer(s) shall be familiar with the

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40 Procurement of the types of construction, financial, legal or professional services utilized by the Agencies, report directly to the Agencies’ President and, either directly or through their designees, participate in the Procurement process.

e. Ethical Administration of Contracts, Compliance with the Lobbying Law Directives: Responsibility of Officers and Employees. It shall be the responsibility of the Procurement Contract Officer, the Ethics Officer, the Designated Contact Officer(s), the MWBE Officer(s), and all Officers and Employees to ensure that Contracts of the Agencies are administered ethically with due regard for all State ethics laws and Lobbying Law Directives. Determinations respecting ethical contract administration shall be made by the Ethics Officer, to whom any allegations of impropriety or unethical administration may be reported. The Ethics Officer shall also be responsible for reviewing, investigating, monitoring and imposing sanctions relating to any noncompliance with Lobbying Law Directives. The Procurement Contract Officer shall report to the Ethics Officer such allegations of impropriety or unethical administration of Procurement, or violations of the Lobbying Law Directives, as may come to the Procurement Contract Officer's attention. Agency Officers and Employees including, but not limited to, the Designated Contact Officer(s), shall report to the Ethics Officer any allegations of impropriety or unethical administration of Procurement or violations of the Lobbying Law Directives that come to their attention. If the Ethics Officer determines that sufficient cause exists to believe that an allegation concerning a violation of the Lobbying Law Directives is true, the Ethics Officer shall give the respective Contractor or Vendor reasonable notice that an investigation is ongoing and an opportunity to be heard in response to the allegation.

Prior to the awarding of a Procurement Contract by the Agency to which the Lobbying Law Directives’ provisions apply, and any time thereafter, it shall be the Ethics Officer's responsibility to consult with the Designated Contact Officer(s) and make other appropriate inquiries so as to make the findings as to whether there were any certifications in relation to the provisions of the Lobbying Law Directives that were intentionally false or intentionally inaccurate so that the Agency would have right to terminate such Contract. If the Agency(s) terminates a Procurement Contract under these termination provisions, it shall be the Designated Contact Officer's responsibility to provide the statement describing the basis for such action for inclusion in the Procurement Record.

In order to comply with the Lobbying Law Directives, all Employees must cooperate and participate in the recording of Contacts with respect to which the Lobbying Law Directives apply. The record of a Contact shall include the name, address, telephone number, place of principal employment, and occupation of the person or organization. Employees must also inquire about, and record, whether the person or organization making the Contact was the Offerer, or was retained by the Offerer to contact the Agency(s) about the Procurement. Employees must

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41 report all recorded Contacts to the Procurement Contract Officer for inclusion in the Procurement Record of the Procurement Contract.

If the Ethics Officer finds a knowing and willful violation of the Lobbying Law Directives by any Employee, the Ethics Officer shall report the violation to the President.

It is expected that the Ethics Officer will confer, as appropriate, with the Senior Vice President and Counsel with respect to allegations of unethical conduct or violations of the Lobbying Law Directives or other violations of law and nothing in any of the forgoing is to be taken to preclude individuals from also contacting the Senior Vice President and Counsel directly with respect to any such allegations.

ARTICLE XII

12. REPORTS ON PROCUREMENT

a. Annual Procurement Report (“Annual Report”). Within 90 days after the conclusion of each fiscal year shared by the majority of the Affiliated Agencies (October 31), excluding the Housing Trust Fund Corporation, the Members and Directors of the Agencies shall approve an Annual Report summarizing Procurement activity for the period of the Annual Report. Such Annual Report will include these Guidelines, an explanation of these Guidelines and any amendments thereto since the last Annual Report. The Annual Report describing Procurement activity shall include: (a) a listing of all Procurement Contracts entered into; (b) all Contracts entered into with NYSBEs and the subject matter and value thereof; (c) all Procurement Contracts entered into with certified MWBEs and the subject matter and value thereof, all referrals made and all penalties imposed, pursuant to §316 of Article 15-A; (c) all Contracts entered into with Foreign Business Enterprises and the subject matter and value thereof; (d) the selection process used to select such Contractors; (e) all Procurement Contracts which were exempt from the publication requirements of Article 4-C of the Economic Development Law, the basis for any such exemption; and (f) the status of existing Procurement Contracts.

Such Annual Report shall list for each Contract the following information:

i. a description of the duties performed by the Contractor;

ii. the date of the Contract and its duration;

iii. the total value of the Contract;

iv. the full name and address of the Contractor;

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v. the status of the Contract, including the amount spent or other considerations given pursuant to the Contract during the reporting period and for the life of the Contract to date;

vi. whether the Contractor is a certified Minority or Women-Owned Business Enterprise; and

vii. the total number of bids or proposals received prior to the award of the Contract.

The Annual Procurement Report, after being approved by the Members and Directors, shall be filed to the Division of the Budget and the Department of Audit and Control using the Public Authorities Reporting Information System (“PARIS”) on-line Reporting System, with copies of this report to the Department of Economic Development, the Senate Finance Committee and the Assembly Ways and Means Committee.

Copies of the Annual Procurement Report shall also be available to the public upon reasonable request at the Agencies' main office.

b. Quarterly Procurement Report(s) (“Quarterly Report(s)”). Within 90 days after the conclusion of each quarter of the fiscal year shared by the majority of the Affiliated Agencies (January 31, April 30, July 31 and October 31 and excluding the Housing Trust Fund Corporation), the Agencies’ Members and Directors shall review a Quarterly Report. Each Quarterly Report shall describe the quarter's Procurement activity and shall include the same summary of activity information as is required in the Annual Procurement Report.

c. Consolidation of Procurement Reports. The Annual Procurement Reports and the Quarterly Procurement Reports for each of the Affiliated Agencies (excluding the Housing Trust Fund Corporation), may, respectively, as determined by the President and a Senior Officer designated by the President, be consolidated annual or quarterly reports for all the Affiliated Agencies (excluding the Housing Trust Fund Corporation), to the extent that the President or designated Senior Officer determines that doing so will be more elucidating.

d. Annual MWBE Goal Plan (“MWBE Goal Plan”). The Agencies shall report, annually, to the Governor, Legislature and the MWBE Director, on various issues pertaining to Procurements relating to MWBE, in accordance with Article VI of these Guidelines and Article 15-A, including but not limited to:

i. the annual goals, identified in the Agencies’ Annual MWBE Goal Plan, for Contracts with MWBEs;

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43 ii. providing adequate documentation of a good faith effort to meet the Agency goals described in the Agencies’ Annual MWBE Goal Plan, in the event that the Agency projected goals cannot be achieved;

iii. the number of actual Contracts issued to MWBEs;

iv. the activities undertaken to promote and encourage Procurement opportunities of Minority Group Members and women and promote and increase participation by certified businesses with respect to Agency Contracts and subcontracts;

v. Agency Contracts for leases of real property by the Agency(s) to a Lessee where: the terms of such leases provide for the construction, demolition, replacement, major repair or renovation of real property and improvements thereon by such Lessee; and the cost of such construction, demolition, replacement, major repair or renovation of real property and improvements thereon exceeds the sum of $100,000;

vi. a summary of all enforcement actions undertaken by the Agency against a Contractor for breach of Contract pursuant to §316-a of Article 15-A and Article IX. of these Guidelines; and

vii. a summary of all waivers, defined in Article VI of these Guidelines, permitted by the Agencies during the period covered by the MWBE Report, including:

(1) a description of the basis of the waiver request; and

(2) the rationale for granting any such waiver.

ARTICLE XIII

13. MISCELLANEOUS PROVISIONS

a. Powers of Amendment. Any modification or amendment of these Guidelines may be made by a Supplemental Resolution adopted at any duly constituted Members' or Directors' meeting; provided, however, that no such modification or amendment shall abrogate the rights and duties of existing Agency Contracts, the terms of which were established pursuant to these Guidelines; and further provided that the President may make non-material changes in these Guidelines.

b. Supplementation with Procedural Handbooks, Practice Manuals and Other Directives. These Guidelines are only intended to provide the general framework for Agency Procurement practices. These Guidelines are not intended to preclude

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44 supplementation of the Guidelines through the promulgation of more specific procedural handbooks, practice manuals, or other directives and guidance as may be issued from time to time, including as example, and not by way of limitation, more specific procedures for conduct of Requests For Proposals and Requests For Qualifications. It is also not intended that the existence of these Guidelines should prevent or supplant the issuance of additional Agency guidelines or regulations to deal specifically with Lobbying Law Directives and/or MWBE Directives, if appropriate.

c. No Recourse under these Guidelines. No provision of these Guidelines shall be the basis for any claim based upon these Guidelines against any Member, Director, Officer or Employee of the Agency(s) or the Agency(s) itself.

d. Effect upon Existing Agencies’ Contracts. These Guidelines shall not abrogate the rights and duties of Agency Contracts with third parties executed prior to the effective date of these Guidelines.

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45 SELECTING A PROCUREMENT PROCESS.

Determination of Procurement Need

Must use Agency staff. Can Agency staff meet procurement need?

No Must use Preferred Can the Agencies’ Procurement needs be met by a Preferred Source? Yes Source.

No Enter into contract with Can the Agencies’ Procurement needs be met by a certified MWBE MWBE. and, if so, is the estimated value of the Yes Procurement $200,000 or less? No Use State Contract Can the Agencies’ Procurement needs be met by either a State Contract (competitive) or Existing or an Existing Centralized State Contract? Yes Centralized State Contract (non-competitive).

No Is the Procurement need best met by Yes Proceed with competitive conducting an Agency specific competitive process. Is there process? justification for a noncompetitive No award? Is the estimated value of the Procurement less than Yes $50,000?

Is there more than one vendor that can Yes No meet the need? Yes No Yes Use RFP process. Use IFB process.

Use Sole Source Use Single Source method Contract method

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TAB 3 Explanation of the AHC’s Procurement and Contract Guidelines

TAB 5

Explanation of consolidated Procurement and Contract Guidelines of the Agencies, as revised and in effect, September 12, 2013

The consolidated Procurement and Contract Guidelines (the “Guidelines”) were (i) adopted on December 15, 2005, (ii) revised on June 14, 2007, June 11, 2008, and September 14, 2010 respectively, and (iii) most recently revised on September 12, 2013, pursuant to the provisions of the Acts of each of the New York State Housing Finance Agency, the State of New York Mortgage Agency, the New York State Affordable Housing Corporation, the State of New York Municipal Bond Bank Agency and the Tobacco Settlement Financing Corporation (individually, “Agency,” and collectively, the “Agencies”), and Section 2879 of the Public Authorities Law.

The Guidelines were revised on September 12, 2013 to (i) incorporate certain substantive amendments intended to improve the procurement process, (ii) align our minority and women- owned business (“M/WBE”) procedures with New York State (“State”) law, and (iii) implement some definitional changes.

The substantive amendments include the addition of provisions to: (i) increase the monetary threshold from $15,000 to $50,000 for request for proposal (“RFP) processes in order to make the procurement process less burdensome, and a change that is in line with recent statutory changes made to the requirement to post contract opportunities in the State’s Contract Reporter for solicitations, which similarly increased the threshold amount from $15,000 to $50,000; (ii) permit the Agencies to rely on the procurement processes of the Federal Government Administration (“GSA”) for the purchase of goods and services, allowing the Agencies to piggy back on Federal procurements as they are permitted to do for State Contract procurements; (iii) provide for the initial approval and annual review of Contracts by each Agency’s Governance Committee, with the Agencies’ Board approving and/or reviewing Contracts annually each January as part of their approval of the Agencies’ consolidated annual procurement report (a change that was previously authorized through charter amendments for the Governance Committees); (iv) require the Agencies’ the President/CEO to authorize all Agency determinations of Single Source Contracts, Sole Source Contracts, Critical Source Contracts and Emergency Contracts after any such determination is made by an Agency Senior Officer; and (v) require any Emergency Contracts be brought before the Governance Committee for approval at the next scheduled meeting. The changes in (iv) and (v) above are intended to tighten control processes in situations where non- competitive procurement methods are used.

In addition to these changes, certain changes were made to improve our MWBE procurement contract procedures. The Guidelines were amended to (a) increase the monetary threshold amount for the waiver of competitive processes for M/WBEs from $100,000 to $200,000 to mirror the statutory limit for this type of exception to competitive processes under the amendments to Article 15-A of the State’s Executive Law; and (b) delete the M/WBE goals in the Guidelines and replace them with a reference to the goals in the Agencies’ Annual M/WBE Goal Plan.

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Finally, certain definitional changes have been implemented. The defined term “Uniquely Qualified Source Contract” was replaced with “Single Source Contract” to mirror the State’s term for this procurement method, and Housing Trust Fund Corporation was added as an agency to the defined term “Affiliated Agencies” for purposes of procurement processes. This last change is intended to align the Agencies with HTFC, all now part of HCR.

EXPLANATION OF CONSOLIDATED PROCUREMENT AND CONTRACT GUIDELINES OF THE AGENCIES (as revised and in effect, September 12, 2013)

The consolidated Procurement and Contract Guidelines (“Guidelines”), pursuant to the provisions of the Acts of each of the New York State Housing Finance Agency, State of New York Mortgage Agency, New York State Affordable Housing Corporation, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation (individually, “Agency,” and collectively, the “Agencies”) and Section 2879 of the Public Authorities Law, apply to the Agencies’ procurement of goods and services. As defined in the Guidelines, “Procurement” means the acquisition of goods, materials and services including, but not limited to, personal services, by any Agency. “Procurement Contract” is defined, (a) following the definition in Section 2879 of the Public Authorities Law, as any written agreement for Procurement in the actual or estimated amount of $5,000 or more, and (b) following the definition in the Lobbying Law in relation to any Agency Governmental Procurement with actual or anticipated annualized expenditures in excess of $15,000 in amount, as any Contract, including an amendment, extension, renewal, or change order to an existing Contract (other than amendments, extensions, renewals, or change orders that are authorized and payable under the terms of the Contract as it was finally awarded), for a Governmental Procurement. (Unless otherwise defined herein, capitalized terms adhere to their respective definitions in the Guidelines.)

A. Selection of Procurement Contractors and/or Vendors (Article IV of the Guidelines)

In selecting Procurement Contractors and/or Vendors, it is the preference of the Agencies that Contractors and Vendors be selected from as broad a spectrum of providers as is practicable, and that any Contract (defined as a written agreement whereby an Agency undertakes Procurement, including accepted Purchase Orders and Procurement Contracts) be awarded and purchases be made consistent with the quality of services or goods and materials required, at fair and reasonable prices. In addition, it is the preference of the Agencies to encourage the participation and utilization of minority owned business enterprises (“MBEs”) and women-owned business enterprises (“WBEs”) (and collectively, “MWBEs”) in accordance with the MWBE Directives in the Guidelines and to encourage the participation of New York State Business Enterprises (“NYSBEs”).

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2 B. Competitive Processes (Article IV of the Guidelines)

The following are the main competitive processes provided for in Article IV of the Guidelines: (i) a competitive lowest price bid for goods and materials; (ii) an invitiation for bids process (new terminology) for Contracts not expected to exceed $50,000 (revised amount) in amount; (iii) a request for proposal (“RFP”) without negotiation; (iv) an RFP with competitive negotiations; (v) use of a pre-qualified panel; (vi) use of a State Contract; (vi) U.S. General Services Administration Contracts (“GSA Contracts”) (new addition) and (vii) use of an Affiliated Agency Contract, and Affiliated Agency Contract shall include the Housing Trust Fund Corporation (“HTFC”) (new addition) entered into as a result of a competitive process, or the use of an Affiliated Agency competitive selection process as the basis for entering into a Contract and such Affiliated Agency competitive process shall include processes conducting by HTFC (new addition).

C. Selection of Contractors and Vendors through a Competitive Selection Process (Article IV of the Guidelines)

In selecting Contractors and Vendors through a competitive selection process, certain standards and practices are required to be considered, including: (i) advertisement requirements including outreach efforts to MWBEs and providing information with respect thereto via the Agencies’ website; and (ii) criteria for selection, including but not limited to, terms, costs, goods or services offered, reputation and experience. For procurements not expected to exceed $50,000 (revised amount) in amount, the Agency shall solicit prices, statements of qualifications and proposals from at least three prospective Vendors, including at least one MWBE, if feasible.

D. Selection of Contractors and Vendors on a Non-Competitive Basis (Article IV of the Guidelines)

In the selection or use of Contractors or Vendors, the following Contracts may be awarded without engaging in any one of the competitive processes set forth above: Preferred Source providers; existing centralized State Contracts; existing GSA Contracts (new addition); Emergency Selection Contracts where the selection of a Contractor or Vendor cannot be delayed; Sole Source Contracts; Single Source Contracts (new terminology); instances where practice in an industry does not normally involve competitive selection processes and an Agency determination that entering into a Contract is deemed cost-effective for the Agency; and the purchase of goods and services from Small Businesses and certified MWBEs, or goods or technology that are recycled or remanufactured, in amounts of $200,000 (revised amount) or less. Determinations to enter into Emergency Selection Contracts, Sole Source Contracts and Single Source Contracts must be made by an Agency Senior Officer and the President (revised language).

E. Requirements for Agency Bid Documents (Article V of the Guidelines)

For Procurements in the actual or estimated amount of $50,000 (revised amount) or more, the Agency shall advertise all such opportunities in the “New York State Contract Reporter. The Agencies shall include in all bid documents to potential bidders a statement that information concerning the availability of subcontractors and suppliers is available from the State Department

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3 of Economic Development, which shall include the directory of certified MWBEs, and an affirmative statement that it is the policy of the Agencies to encourage the use of State subcontractors and suppliers, and to promote the participation of NYSBEs and MWBEs, where possible, in the Procurement of goods and services.

The Agencies also require that solicitation documents set forth the expected degree of MWBE participation based, in part, on (i) the potential subcontract opportunities available in the prime Procurement Contract, and (ii) the availability of MWBEs to respond competitively to the potential subcontract opportunities. In addition, the Agencies shall:

1. provide notice of Governmental Procurements, along with any other notice required by law, to professional and other organizations serving MWBEs that provide the types of services procured by the Agencies. For the purposes of these Procurement efforts, and for other Agency Procurement efforts, the Agencies shall maintain lists of qualified MWBEs and will provide such list(s) to Contractors in the Procurement process, requiring that potential Contractors consult and contact appropriate MWBEs to solicit their bids, in accordance with Article VI of the Guidelines;

2. incorporate a summary of the Agencies’ policies and prohibitions regarding Contacts under the Lobbying Law, in accordance to the Lobbying Law Directives as described in Article VII of the Guidelines; and

3. follow the directives for the participation of promoted Contracts, as more fully described in Article VIII of the Guidelines;

F. MWBE Program (Article VI of the Guidelines)

The Agencies shall implement procedures for MWBE participation and utilization in Agency Procurements, including:

(i) appointing a Designated MWBE Officer by the President to oversee the Agencies’ MWBE Program;

(ii) establishing appropriate numerical MWBE participation target goals (to be updated annually) for each new Procurement Contract awarded by the Agencies and for the utilization of MWBEs as subcontractors and suppliers by Contractors having Procurement Contracts with the Agencies. In addition, the MBE portion or the WBE portion of joint ventures shall count toward meeting the Agencies’ MWBE participation goals. In the event that the projected goals cannot be achieved, the Agencies will provide adequate documentation of a good faith effort to meet these goals in their submission of their Annual MWBE Officer Report.

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4 (iii) establishing procedures for maintaining lists of qualified and certified MWBEs, that have expressed an interest in doing business with the Agencies, and ensuring that such lists are updated at least annually;

(iv) establishing measures and procedures to ensure that certified MWBEs will be given the opportunity for maximum feasible participation in the performance of Agency Contracts and to assist in the Agencies’ identification of those Agency Contracts for which certified MWBEs may best bid to actively and affirmatively promote and assist their participation in the performance of Agency Contracts so as to facilitate the Agencies’ achievement of the maximum feasible portion of the goals for Agency Contracts to such businesses;

(v) designating the Division of Minority and Women-Owned Business Development to certify and decertify MWBEs for the Agencies;

(vi) requiring that each Contract solicitation set forth the expected degree of MWBE participation, as set forth in the Agencies’ Annual MWBE Goal Plan (new addition).

(vi) submitting a waiver by the Agency of obligations of Contractor relating to MWBE participation after a showing of good faith effort to comply with the MWBE participation requirements; and

(vii) verifying that MWBEs listed in a successful bid are actually participating to the extent listed in the project for which the bid was submitted.

In implementing the MWBE Directives, the Agencies shall:

(1) consider, where practicable, severability of construction projects and other bundled Contracts; however, unbundling must be conducted within the constraints of the Agencies’ need to ensure efficiency and limit costs;

(2) implement its MWBE Program to enable the Agencies to evaluate each Contract to determine the appropriateness of the goal, as set forth in the Agencies’ Annual MWBE Goal Plan (new addition);

(3) consider compliance with the requirements of any federal law concerning opportunities for MWBEs that effectuates the purpose of Article VI of the Guidelines; and

(4) consult the most recent disparity study, pursuant to Article 15-A of the Executive Law (“Article 15-A”).

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5 G. Lobbying Law Directives (Article VII of the Guidelines)

For any Contract made subject to the “Lobbying Reform Law,” the Agency is required to notify every potential Contractor or Vendor that the Agency has a “Designated Contact Officer,” who is “knowledgeable of the procurement” and is the only Agency representative permitted to receive Contacts from Contractors or Vendors, or their representatives, during the “Restricted Period” with respect to such Governmental Procurement. In addition to observing the Lobbying Reform Law’s proscriptions on Contacts, all potential Contractors or Vendors must complete and return to the Agency with their proposal or bid response to an Agency solicitation, a written affirmation of a Contractor’s or Vendor’s understanding of the Governmental Procurement lobbying procedures of the Agency, as well as disclose prior determinations of non-responsibility as a result of Lobbying Law violations over the preceding four years. Any violation of the Lobbying Reform Law over the preceding four years is considered an adverse factor in the Contractor or Vendor selection process.

H. Promoted and Prohibited Contracts & Contracts Subject to Other Limitations (Article VIII of the Guidelines)

Notwithstanding the general practices of the Agencies with respect to selection of Contractors and Vendors and adherence to competitive practices, as set forth in the Guidelines, Article VIII of the Guidelines require that certain Contracts may be “promoted,” “prohibited” or “subjected to certain limitations.”

It is the goal of the Agencies to both promote and assist participation by MWBEs in competition for Procurement Contracts, and award a fair share of Procurement Contracts to MWBEs. The Agencies also seek to promote the participation of New York State Business Enterprises.

In addition, as it is the goal of the Agencies to award Contracts to those Contractors or Vendors who have evidenced compliance with the laws of the State prohibiting discrimination in employment, the Agencies will seek to achieve this goal by awarding Procurement Contracts to those firms who have demonstrated that they do not discriminate with respect to employment. The Agencies have also promulgated procedures for ensuring Contractor or Vendor compliance with the Equal Opportunity Act of 1972.

Under the Guidelines, certain Contracts will be prohibited or permitted only subject to certain exceptions or limitations as follows: (i) with respect to evaluation of Architects, Engineers and Surveyors, the Agencies shall consider special criteria including the reasonableness of cost based on the total estimated cost of any legal entity permitted by law to practice such professions; (ii) in accordance with the MacBride Fair Employment Principles, the Agencies shall not enter into Procurement Contracts with Contractors or Vendors who have operations in Northern Ireland unless assurance is made that lawful steps in good faith have been made to comply with the MacBride Principles; (iii) with respect to Contracts with a Foreign Business Enterprise, the Agencies shall notify the State Commissioner of Economic Development of the award of a Procurement Contract for the purchase of goods from said Foreign Business Enterprise in an amount equal to or greater than $1,000,000. Thereafter, the Agencies shall not enter into a

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6 Procurement Contract for said goods until at least 15 days have elapsed, except where a Contract is awarded due to Emergency. The Agencies shall not solicit bids from or enter into a Procurement Contract with a Foreign Business Enterprise which has its principal place of business in a jurisdiction that discriminates against New York business, pursuant to Section 165 (6)(b) of the State Finance Law.

In addition to the consideration of Contractor or Vendor non-compliance with Lobbying Law Directives, with respect to Contracts with former Agency Officers and Employees, the Agencies shall not enter into Contracts which contemplate, violate or affirmatively, by their terms, allow former Officers and Employees of the Agencies to violate Section 73(8)(a) of the State Ethics Law.

I. General Contract Provisions (Article IX of the Guidelines)

All Procurement Contracts shall be in writing and duly executed by an individual empowered to do so in accordance with Agency By-Laws. Procurement Contracts shall specifically provide for a scope of services indicating the nature of the work to be performed or goods to be provided, and for the time for performance, and the monitoring or reviewing of performance. Additionally, Procurement Contracts shall also state compensation and payment terms and indicate that prices in bids were arrived at independently without collusion. In addition to a provision authorizing the Agency to immediately terminate any Contract in the event that any Lobbying Law certification is found to be intentionally false or inaccurate, Contracts shall also include “a provision expressly providing that any Contractor who willfully and intentionally fails to comply with minority and women-owned participation requirements, as set forth in the Contract, shall be liable to the Agencies for liquidated or other appropriate damages and shall provide for the appropriate remedies on account of such breach”.

In order that the Agencies may enter into new Procurement Contracts for the Procurement covered as soon as they may desire, Procurement Contracts should not commit the Agency(s) to continue to use Contractors for longer than is desirable to achieve the Contract objectives. Unless specifically permitted by a resolution of the Agency’s Members or Directors, Procurement Contracts should be for a term not exceeding one year, and should be terminable by the Agency, at its option, without cause, within a period that is less than a year into the future. A designated Officer or Employee shall perform a continuing evaluation of Procurement Contracts and Panels.

J. Agency Approvals (Article X of the Guidelines)

All Contracts where compensation is expected to be $100,000 or more, as well as any Contracts involving services to be provided over a period of more than one year, require initial approval and annual review of the Governance Committee of each Agency (new addition). The Members and Directors shall, at least annually, approve and/or review any Contract lasting more than a year, each January, as part of the approval of the Annual Report on Procurement Contracts. All Procurement Contracts shall be executed by the President and CEO, or a Senior Officer, as defined under Agency By-Laws or by such Vice President to whom execution authority has been appropriately delegated in writing by a Senior Officer or as otherwise provided for in the Bylaws.

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7 The Senior Vice President and Counsel, or his/her designee(s), shall approve as to legal compliance all Procurement Contracts.

K. Procurement Record (Article XI of the Guidelines)

A “Procurement Record” shall be maintained for each Procurement requiring any Formal Contract and such other Procurement as the Procurement Contract Officer deems appropriate, or as State law might require, identifying, with supporting documentation, decisions made by the Agency during the Procurement process. Additionally, the Procurement Contract Officer shall be charged with responsibilities that include the retention of such portions of the Procurement Contract Record as the Procurement Contract Officer deems appropriate, monitoring compliance with proper contracting procedures and adherence to the Guidelines.

L. Reports on Procurement (Article XII of the Guidelines)

1. Annual Procurement Report

Within ninety days after the conclusion of each fiscal year shared by the majority of the Agencies, the Members or Directors of the Agency shall approve an Annual Procurement Report, summarizing procurement activity for the period of the report. Such report shall include for each Procurement Contract listed (including MWBEs): a description of the duties performed by the Contractor; the date of the Contract and its duration; the total value of the Contract; the full name and address of the Contractor; the status of the Contract including the amount spent or other considerations given pursuant to the Contract during the reporting period and for the life of the Contract to date; whether the Contractor is a Minority or Women- Owned Business Enterprise; and the total number of bids or proposals received prior to the award of the Contract.

The Annual Procurement Report, after being approved by the Members and Directors, shall be filed using the Pubic Authorities Reporting Information System (“PARIS”) on-line reporting system.

2. Quarterly Procurement Report

Within ninety days after the close of each quarter of the fiscal year shared by the majority of the Affiliated Agencies, the Agencies shall prepare and deliver to the Members and Directors a report summarizing procurement activity for the period of the report.

3. Annual MWBE Officer Report

The Agencies annually file an MWBE Officer Report that includes: (i) Agency annual MWBE goals; (ii) documentation of a good faith effort to meet Agency goals, in the event that these goals cannot be achieved; (iii) the number of actual Contracts issued to MWBEs; (iv) the activities undertaken to promote and

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8 encourage Procurement opportunities of MWBEs and increase participation by certified MWBEs; (v) Agency Contracts for leases of real property by the Agency to a Lessee (a) where the terms of such leases provide for the construction, demolition, replacement, major repair or renovation of real property and improvements thereon by such Lessee and (b) the cost of such construction, demolition, replacement, major repair or renovation of real property and improvements thereon exceeds the sum of $100,000; (vi) a summary of all enforcement actions undertaken by the Agency against a Contractor for breach of Contract; and (vii) a summary of all waivers, permitted by the Agencies during the period covered by the MWBE Officer Report.

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ANDREW M. CUOMO RUTHANNE VISNAUSKAS Governor Commissioner/CEO

June 4, 2020

FROM: Desmond Gooding TO: AHC Members VP/Treasurer

SUBJECT: Approval of AHC Annual Investment Report

In accordance with Section 2925 of the Public Authorities Law, SONYMA, HFA, AHC, MBBA and TSFC (collectively, the “Agencies and Corporations”) are required to approve Annual Investment Reports and review Quarterly Investment Reports. Due to the COVID crisis, and in accordance with the Governor’s executive order that only action items be presented to governmental boards for approval, omitting submission of information items, only the AHC report is presented, as that report is up for approval.

Attached hereto is the AHC Annual Investment Report for the fiscal year ending March 31, 2020.

The Report contains a summary of investments made and outstanding, a summary of investment earnings, a copy of the auditors’ compliance report on AHC investments (which is included with the Audited Financial Statements. The Investment Guidelines, required to be part of the Investment Reports are also attached.

We respectfully request that the Report of Investment for AHC be adopted as presented.

Enclosure

641 Lexington Ave, New York, NY 10022 │ 212-688-4000 │www.nyshcr.org NEW YORK STATE AFFORDABLE HOUSING CORPORATION SUMMARY OF OUTSTANDING INVESTMENTS As Of March 31, 2020 (IN THOUSANDS)

% OF AVG.MAT. AVG. Type of Investment AMOUNT PORT. (Yrs.) YIELD

F.D.I.C. Insured$ 7,802 100.00% 0.00 0.00%

TOTAL INVESTMENTS$ 7,802 100.00% 0.00 0.00%

COMPARATIVE RESULTS:

Current Quarter 7,802 0.00 0.00% (Last Quarter) Dec. 31, 2019 12,704 0.00 0.00% (Prior Year) Mar. 31, 2019 4,933 0.00 0.00%

Target Average Maturity No More Than Three Years

* Includes accounts for: Operating Funds, Grant Fund and various escrows.

Prepared By ______Reviewed By ______

A RESOLUTION OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION APPROVING A REPORT OF INVESTMENTS

WHEREAS, the New York State Affordable Housing Corporation (“AHC) is required by Section 2925 of the Public Authorities Law to approve its Annual Reports of Investment; now therefore, be it;

RESOLVED, by the Members and Directors of the Agencies as follows:

Section 1. The Annual Report of Investment of AHC for the fiscal year ending March 31, 2020 is hereby approved.

Section 2. This resolution shall take effect immediately.

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ITEM 9:

ITEM 8:

ANDREW M. CUOMO RUTHANNE VISNAUSKAS

Governor Commissioner/CEO

June 4, 2020

FROM: Sonya Kinckle TO: AHC Members VP/Comptroller

SUBJECT: Resolution approving the Affordable Housing Corporation’s audited financial statements for the fiscal year ending March 31, 2020.

At the Meeting of the Audit Committees scheduled in advance of the Members’ and Directors’ Meeting, the Independent Auditor will make a presentation. All Members and Directors are welcome to attend the Meeting of the Audit Committees.

One of the purposes of the Audit Committees, as defined by their respective charters, is to assist the Members and Directors in their oversight as to the integrity of the attached draft financial statements of AHC. As part of their oversight responsibilities, the Audit Committees have been asked to review and approve the financial statements of AHC for the period from April 1, 2019 through March 31, 2020.

At the Audit Committee meeting currently scheduled for June 11, 2020, it is proposed that the Committee will review and approve the attached annual financial statements and reports. The AHC’s Members will then be asked to act on the Audit Committees’ recommendation.

It should be noted that the highlights of AHC’s 2019-2020 fiscal year financials are summarized in Management’s Discussion and Analysis, contained in the attached materials.

It is respectfully recommended that the Members and Directors adopt the resolution presented approving AHC’s annual financial statements.

641 Lexington Ave, New York, NY 10022 │ 212-688-4000 │www.nyshcr.org New York State Affordable Housing Corporation

AHC

Financial Statements

Fiscal Year

DRAFT 2020

NEW YORK STATE AFFORDABLE HOUSING CORPORATION (A Component Unit of the State of New York)

Financial Statements

Fiscal Year Ended March 31, 2020

Table of Contents Page

Responsibility for Financial Reporting ...... 1

Report of Independent Auditors ...... 2

Management’s Discussion and Analysis ...... 4

Financial Statements:

Statements of Net Position...... 12

Statements of Revenues, Expenses and Changes in Net Position...... 13

Statements of Cash Flows ...... 14

Notes to Financial Statements ...... 15

Report of Independent Auditors on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of the Financial Statements Performed in Accordance with Government Auditing Standards ...... 17DRAFT

DRAFT 6/4/20

RESPONSIBILITY FOR FINANCIAL REPORTING

The financial statements of the New York State Affordable Housing Corporation (the “Corporation”), for the fiscal years ended March 31, 2020 and 2019, are the responsibility of management. The financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Corporation maintains a system of internal control. The objectives of an internal control system are to provide reasonable assurance as to the protection of, and accountability for, assets; compliance with applicable laws and regulations; proper authorization and recording of transactions; and the reliability of financial records for preparing financial statements. The system of internal control is subject to periodic review by management and the internal audit staff.

The Corporation’s annual financial statements have been audited by Ernst & Young LLP, independent auditors appointed by the Members of the Corporation. Management has made available to Ernst & Young LLP all the financial records and related data of the Corporation and has provided access to all the minutes of the meetings of the Members of the Corporation. The independent auditors periodically meet with the members of the Corporation to provide engagement related updates and communications.

The independent auditors conducted their audit in accordance with U.S. generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America. Those standards require that they plan and perform the audit to obtain reasonable assurance about whether the respective financial statements are free of material misstatement. The audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control over financial reporting. Accordingly, the independent auditors do not express an opinion on the effectiveness of the Corporation's internal control over financial reporting. The audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the respective financial statements, assessing the accounting principles used and significant estimatesDRAFT made by management, as well as evaluating the overall financial statement presentation. The independent auditors’ unmodified report expresses that the financial statements are presented, in all material respects, in accordance with U.S. generally accepted accounting principles.

RuthAnne Visnauskas Sheila Robinson President/Chief Executive Officer Senior Vice President/Chief Financial Officer

June 11, 2020

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NEW YORK STATE AFFORDABLE HOUSING CORPORATION (A Component Unit of the State of New York)

MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years ended March 31, 2020 and 2019

Overview of the Financial Statements‐The following is a narrative overview of the financial performance of the New York State Affordable Housing Corporation (the “Corporation”) for the fiscal years ended March 31, 2020 (“fiscal 2020”) and 2019 (“fiscal 2019”) with selected comparative information for the fiscal year ended March 31, 2018 (“fiscal 2018”). Please read in conjunction with the financial statements.

The annual financial statements consist of three parts: (1) management’s discussion and analysis (this section); (2) the financial statements; and (3) the notes to the financial statements.

Management’s Discussion and Analysis

 This section of the Corporation’s financial statements, Management’s Discussion and Analysis (“MD&A”), presents an overview of the Corporation’s financial performance during fiscal 2020 compared to the fiscal 2019 and fiscal 2018. The MD&A provides a discussion of financial highlights and an assessment of how the Corporation’s financial position has changed from past years. It also identifies the factors that, in management’s view, significantly affected the Corporation’s overall financial position. It may contain opinions, assumptions or conclusions by the Corporation’s management that should not be considered a replacement for, and must be read in conjunction with, the financial statements and other information described below.

The Financial Statements

 The Statement of Net Position provides information about the liquidity and solvency of the Corporation by indicating the assets, liabilities and net position.  The Statement of Revenues, Expenses and Changes in Net Position accounts for all of the current year’s revenues and expensesDRAFT in order to measure the results of the Corporation’s operations over the past year. It can be used to determine how the Corporation has funded its costs. By presenting the financial performance of the Corporation, the change in net position is similar to net profit or loss for a business.  The Statement of Cash Flows is presented on the direct method of reporting. It provides information about the Corporation’s cash receipts, cash payments, and net changes in cash resulting from operations, investing, and financing activities. Cash collections and payments are presented in this statement to arrive at the net increases or decreases in cash for each year.

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The Notes to the Financial Statements

 The notes provide information that is essential to understanding the financial statements, such as the Corporation’s accounting methods, and policies providing information about the content of the financial statements.  Details include contractual obligations, future commitments and contingencies of the Corporation.  Information is given regarding any other events or developing situations that could materially affect the Corporation’s financial position.

General Introduction

The Corporation is a public benefit Corporation of the State of New York (the “State”) and is a subsidiary of the New York State Housing Finance Agency (the “Agency”). The Corporation administers the Affordable Home Ownership Development Program (the “Program”). The Program was designed to make home ownership affordable to low and moderate income families and individuals for whom there are no other reasonable and affordable home ownership alternatives in the private market. The Corporation’s goal is to provide financial assistance, in conjunction with other public and private investments, for new construction, acquisition/rehabilitation, and home improvement of owner‐ occupied housing. The Corporation’s assistance also promotes development, stabilization and preservation of neighborhoods and communities.

Financial Highlights

State Appropriations On an annual basis, the Governor and the State Legislature appropriate an amount which is available to the Corporation to fund housing grants. The annual State Appropriation was approved in the amount of $26 million for fiscals 2020, 2019 and 2018.

Grant Awards

In fiscal 2020, using the funds appropriatedDRAFT in the State Budget, the Corporation approved awards totaling approximately $27 million to create or renovate 1,077 units of affordable housing for low‐and moderate‐income households. The awards were made possible by combining the Corporation’s current and previous year’s annual budgeted appropriation along with available recaptured funds from previous grants that were not used. The fiscal 2020 awards were made in 40 counties across the State.

Grants are typically used to subsidize the purchase price of a new home, co‐op or condominium, or for needed repairs. Subsidies range up to $40,000 per home. The grants generally help households with incomes up to 90% of the local “Area Median Income”. The Corporation offers three types of grant programs: Home Improvement, New Construction and Acquisition/ Rehabilitation.

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As noted above, the Corporation approved awards totaling approximately $27 million in fiscal 2020 as compared to $38.3 million in fiscal 2019, a decrease of approximately $11.3 million, or 30%. The decrease in fiscal 2020 was primarily attributable to timing differences between appropriation approval and award year.

Fiscal Year 2020 Fiscal Year 2019 Region Units Awards Units Awards New York City 216 $ 8,082,500 433 $ 6,922,500 Finger Lakes 137 3,160,000 372 7,488,500 Western New York 61 940,000 313 5,413,000 Central New York 269 4,858,334 105 2,688,800 Long Island 85 3,395,000 236 6,760,000 Southern Tier 39 740,000 139 2,607,833 North Country 29 900,166 33 670,000 Mid‐Hudson 147 3,360,000 75 2,071,000 Capital Region 94 1,565,000 97 2,885,333 Mohawk Valley 0 0 38 763,334 Total 1,077 $ 27,001,000 1,841 $ 38,270,300

The Lake Ontario Homeowner Recovery Assistance Program

The Lake Ontario Homeowner Recovery Assistance Program is administered by the Corporation. Pursuant to legislation in June 2017,DRAFT the State has made available $45 million in relief for communities impacted by flooding along Lake Ontario and The St. Lawrence River.

Through the end of the 2020 fiscal year, $90.2 million has been set aside for the Flood Recovery Program. This was comprised of $83.2 million funded by the State, combined with $7 million in accumulated repayment funds held by the Corporation.

Through the end of the fiscal year, the Corporation has expended a total of $86.2 million for the Flood Recovery Program.

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Condensed Financial Information New York State Affordable Housing Corporation Condensed Statements of Net Position (in thousands)

% Change March 31, 2020‐19 2019‐18 Assets: 2020 2019 2018 Cash $ 8,893 $ 4,973 $ 5,886 78% (15%) Administrative Fee Receivable 750 ‐ ‐ N/A N/A Liabilities: Payable to the New York State Housing Finance Agency, Housing Grants Payable, and Accrued Expenses 2,705 1,848 1,557 46% 19% Total Restricted Net Position $ 6,938 $ 3,125 $ 4,329 122% (28%)

Assets

Cash

As of March 31, 2020 and 2019, no investments were held. As of March 31, 2020 and 2019, cash held amounted to approximately $8.9 million and $5 million, respectively, representing an increase of approximately $3.9 million, or 78%. This increase is due to timing differences between receipt and disbursement of grant funds. This compares with a decrease from approximately $5.9 million as of March 31, 2018 to approximately $5 million as of March 31, 2019, a decrease of approximately $900 thousand, or 15%. The decline was a result of timing differences between receipt and disbursement of grant funds.

Administrative Fee Receivable

As of March 31, 2020, the annualDRAFT administration fee in the amount of $750 thousand had not been received, which resulted in an accounts receivable balance of $750 thousand.

Liabilities

Payable to the New York State Housing Finance Agency

The payable to the Agency increased from $815 thousand in fiscal 2019 to $2.4 million in fiscal 2020, an increase of approximately $1.5 million or 188%. This compares with a decrease from $1.4 million in fiscal 2018 to $815 thousand in fiscal 2019. Pursuant to the service agreement with the Agency, expenses of the Corporation are paid by the Agency and a corresponding payable is established on the Corporation’s books. In addition, funds are advanced by the Agency to fund the Corporation’s payroll. The Corporation

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does not have sufficient funds to reimburse the Agency. Since the Corporation is a subsidiary of the Agency, the Agency transferred the amounts of $2.8 million and $2.3 million, respectively, during fiscal 2020 and fiscal 2019, to the Corporation to cover a portion of the accumulated payable.

Housing Grants Payable

Due to the timing of the disbursement of approved housing grants, housing grants payable decreased from $978 thousand in 2019 to $281 thousand in 2020, a decrease of approximately $697 thousand or 71% as compared with an increase from $142 thousand in fiscal 2018 to $978 thousand in fiscal 2019, an increase of approximately $836 thousand or 589%. Housing grants payable represents approved payments due to grantees at the end of the fiscal year but not paid prior to the beginning of the subsequent fiscal year.

New York State Affordable Housing Corporation Condensed Statements of Revenues, Expenses and Changes in Net Position (in thousands)

Fiscal Year Ended March 31, % Change 2020 2019 2018 2020‐19 2019‐18 Operating Revenues: State Appropriation funds received for Housing Grants and Administrative Fees $ 29,275 $ 28,264 $ 29,613 3% (5%) State funds received for

Flood Relief Program (64%) 167% 17,240 48,000 18,000 Repayment and Recaptured Funds Received from Homeowners and Grantees 3,180 2,940 2,436 8% 21% Transfer from the New York State Housing Finance Agency DRAFT2,782 2,313 1,809 20% 28% Investment Income and Net Change in the Fair Value of Investments 24 14 20 71% (30%) Operating Expenses: Housing Grants (28,344) (30,313) (32,824) (6%) (8%) Flood Relief Program (17,650) (49,825) (18,675) (64%) 167% Salaries and Other Operating Expenses (2,694) (2,597) (2,653) 4% (2%) Increase (Decrease) in Restricted Net $ 3,813 $ (1,204) $ (2,274) 417% (47%) Position

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Operating Revenues

State Appropriation funds received for Housing Grants and Administrative Fees

The Corporation draws down State Appropriation funds at the time such funds are required to be disbursed to grantees. Appropriation funds drawn down from the State increased from $28.3 million in fiscal 2019 to $29.3 million in fiscal 2020, an increase of approximately $1 million or 3%, primarily as a result of timing of disbursements to grantees. This compares with a decrease from $29.6 million in fiscal 2018 to $28.3 million in fiscal 2019, a decrease of approximately $1.3 million or 5%.

State Appropriation funds received for Flood Recovery Program

During the current fiscal year, the Corporation received $17.2 million in flood relief funds to service the Lake Ontario Homeowner Recovery Assistance Program.

Repayment Funds Received from Homeowners and Grantees

Homeowners receiving a grant from the Corporation to assist in the purchase of their home are required to occupy the home as their principal place of residence for the period specified under the terms and conditions of the Corporation’s Note and Mortgage. If the home is not occupied for the specified period, the grant funds received by the homeowner towards the purchase or improvement of their home are required to be repaid. The repayment amount due is based on a formula established by the Corporation. The amount of the repayment due to the Corporation declines during the term of the Note and Mortgage. Once the homeowner occupies the home as their principal place of residence for the period specified, a repayment is no longer required.

In addition, when homeowners borrow funds against the equity in their home, a repayment may be required.

Repayment funds received from homeowners and grantees increased from $2.9 million in fiscal 2019 to $3.2 million in fiscal 2020, an increase of approximately $240 thousand or 8%. This compares with an increase from $2.4 million in fiscalDRAFT 2018 to $2.9 million in fiscal 2019, an increase of approximately $500 thousand or 20%.

Transfer from the New York State Housing Finance Agency

During fiscal 2020, a payable has accumulated from the Corporation to the Agency representing the funds the Agency has advanced to the Corporation to cover expenses. The Corporation does not have sufficient funds to repay the accumulated amount due to the Agency. Since the Corporation is a subsidiary of the Agency, the Agency transferred funds in the amount of $2.8 million in fiscal 2020 compared with $2.3 million in fiscal 2019, an increase of approximately $500 thousand or 20% covering the accumulated payable as of the end of the Agency’s most recent fiscal year ends, October 31, 2020 and

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2019. The increase was a result of increased personnel costs. This compares with an increase from $1.8 million in fiscal 2018 to $2.3 in fiscal 2019 an increase of approximately $500 thousand or 28%.

Operating Expenses

Housing Grants Expense

Housing Grants Expense represents the amount of awarded funds paid during the fiscal year. The awarded funds are not approved for payment until such funds are required by the individual grantees. Since the disbursement of individual awarded funds can overlap fiscal years, there are timing differences between grants awarded and housing grant expenses.

Housing grant expense fluctuates from year to year resulting from the timing of the payment of awarded funds to grantees. Housing Grant Expense decreased from $30.3 million in fiscal 2019 to $28.3 million in fiscal 2020, a decrease of approximately $2 million or 6%. This compares with a decrease from $32.8 million in fiscal 2018 to $30.3 million fiscal 2019, a decrease of approximately $2.5 million or 8%.

See the charts below for details:

Total Housing Grant Expense

$32,824,000

$30,313,000 $28,344,000 DRAFT

Fiscal 2018 Fiscal 2019 Fiscal 2020

Flood Recovery Program

During fiscal 2020, $17.7 million was expended towards the Flood Recovery Program. This represents a decrease of approximately $31.1 million as compared with fiscal year 2019 disbursements that amounted to $49.8 million.

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Salaries and Other Operating Expenses Salaries and other expenses allocated to the Corporation increased from $2.6 million in fiscal 2019 to $2.7 million in fiscal 2020, an increase of approximately $100 thousand or 4%. This is primarily due to staffing previously vacant positions in the agency. This compares with a decrease from $2.7 million in fiscal year 2018 to $2.6 million in fiscal year 2019, a decrease of approximately $100 thousand or 4%.

DRAFT

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NEW YORK STATE AFFORDABLE HOUSING CORPORATION (A Component Unit of the State of New York)

STATEMENTS OF NET POSITION

March 31, 2020 2019 (in thousands) Assets

Current assets Cash $ 8,893 $ 4,973 Administrative fee receivable 750 ‐ Total current assets 9,643 4,973

Total assets 9,643 4,973

Liabilities

Current liabilities Payable to the New York State Housing Finance Agency 2,350 815 Housing grants payable 281 978 Accrued expenses 74 55

Total liabilities 2,705 1,848

Net position Restricted for program grants $ 6,938 $ 3,125

See notes to financial statements.

DRAFT

12 DRAFT 6/4/20

NEW YORK STATE AFFORDABLE HOUSING CORPORATION (A Component Unit of the State of New York)

STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN NET POSITION Fiscal Year Ended March 31, 2020 2019 (In thousands) Operating revenues State Appropriation funds received for: Housing grants $ 29,275 $ 27,514 Flood Relief Program 17,240 48,000 Administrative fees ‐ 750 Repayment funds received from homeowners 3,033 2,442 Recaptured funds returned by grantees 147 498 Investment income 24 14

Total operating revenues 49,719 79,218

Operating expenses Housing grants 28,344 30,313 Flood Relief Program 17,650 49,825 Administrative salaries 2,644 2,547 Other administrative expenses 50 50

Total operating expenses 48,688 82,735

Operating gain (loss) 1,031 (3,517) Transfer from the New York State Housing Finance Agency 2,782 2,313

Change in net position 3,813 (1,204)

Total net position ‐ beginning ofDRAFT fiscal year 3,125 4,329

Total net position ‐ end of fiscal year $ 6,938 $ 3,125

See notes to financial statements.

13 DRAFT 6/4/20

NEW YORK STATE AFFORDABLE HOUSING CORPORATION (A Component Unit of the State of New York)

STATEMENTS OF CASH FLOWS Fiscal Year Ended March 31, 2020 2019 (in thousands) Cash flows from operating activities State Appropriation funds received for Housing grants, flood and administrative fees $ 29,275 $ 28,264 Housing grants (29,041) (29,477) State funds received for Flood Relief Program 17,240 48,000 Expenditures of Funds received from State for Flood Relief Program (17,650) (49,825) Repayment and Recaptured funds received by homeowners and returned by grantees 3,180 2,940 Net administrative expenses paid 894 (829) Net cash provided by (used in) operating activities 3,898 (927)

Cash flows from investing activities Investment income 22 14 Net cash provided by investing activities 22 14 Net increase (decrease) in cash 3,920 (913) Cash at beginning of fiscal year 4,973 5,886 Cash at end of fiscal year $ 8,893 $ 4,973

Reconciliation of operating Gain(loss) to net cash used in operating activities Operating gain $ 1,031 $ (3,517) Adjustments to reconcile operating gain(loss) to net cash provided by (used in) operating activities:DRAFT Transfer from The New York State Housing Finance Agency 2,782 2,313 Investment income (24) (14) Changes in Assets and Liabilities: Administrative fee receivable (750) ‐ Payable to the New York State Housing Finance Agency 1,537 (544) Housing grants payable (697) 835 Accrued expenses 19 ‐ Net cash provided by (used in) operating activities $ 3,898 $ (927)

See notes to financial statements.

14 DRAFT 6/4/20

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020 AND 2019

1. THE CORPORATION

The New York State Affordable Housing Corporation (the ʺCorporationʺ) was established under the provisions of the New York State (the ʺStateʺ) Private Housing Finance Law, as amended in 1985, and began operations on April 1, 1985. The Corporation is a public benefit Corporation of the State of New York and a subsidiary of the New York State Housing Finance Agency (the “Agency”). The Corporation does not have financial accountability to the Agency under the criteria set forth in Governmental Accounting Standards Board (“GASB”) Statement No. 61, The Financial Reporting Entity: Omnibus (“GASB No. 61”). Accordingly, it is not a component unit of the Agency and therefore, the financial activities of the Corporation are not included in the Agency’s financial statements, but instead is included in the Stateʹs financial statements as a component unit for reporting purposes.

The purpose of the Corporation is to promote homeownership by providing financial assistance, leveraged by other public and private investments, for the acquisition, construction, rehabilitation and improvement of owner‐occupied housing. Funding is provided through appropriations received from the State. From inception through March 31, 2020, the State has appropriated in excess of $972.8 million for the Corporationʹs purposes.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting ‐ The Corporation utilizes the accrual basis of accounting wherein revenues are recognized when earned and expenses when incurred.

Investment Income ‐ Investment income is accrued and recognized as revenue when earned.

Revenue and Expense Classification ‐ Operating revenue consists primarily of funds appropriated by the StateDRAFT for housing grants, repayment funds received from homeowners, recaptured funds returned by grantees, investment income, the administrative fee, and flood recovery dollars received from the State. Revenue is accrued and recognized when earned. Operating expenses include housing grant, and flood recovery expenses, administrative salaries and other administrative expenses.

3. SERVICE AGREEMENT

The Corporation has an agreement with the Agency whereby the Agency provides managerial, administrative and financial services to the Corporation. Pursuant to this agreement, the Corporation was charged approximately $2.6 million for various expenses, including salaries, in both fiscal years 2020 and 2019. As the Corporation has not had sufficient funds to repay the

15 DRAFT 6/4/20

accumulated amount due to the Agency, the Agency contributed $2.8 million and $2.3 million for the years ended March 31, 2020 and 2019, respectively, to fund such costs.

4. DEPOSITS

At March 2020 and 2019, collateralized deposits amounted to $8.9 million and $5 million, respectively.

5. RETIREMENT BENEFITS

Retirement Benefits and Other Postemployment Benefits (“OPEB”) ‐ The Corporation’s State employees’ retirement system costs and health care costs are billed directly to the Agency. As a result, the Agencyʹs actuarial valuations include the Corporation’s obligation for these benefits. The Agencyʹs annual pension and OPEB expense includes the portion allocated to the Corporation. The service agreement between the Agency and the Corporation provides for an allocation of these costs to the Corporation, representing its share of the billed amount. The Corporation is not allocated a portion of liabilities associated with these benefits as the plans are sponsored by the Agency.

6. COMMITMENTS

As of March 31, 2020 and 2019, the Corporation was committed to fund approximately $63.7 million and $65.4 million, respectively, under approved grant agreements. The grants will be funded over the next several years through appropriations approved by the State but not yet drawn down by the Corporation together with funds on deposit as of March 31, 2020.

7. CONTINGENCIES

In the ordinary course of business, the Corporation is party to various administrative and legal proceedings. While the ultimate outcome of these matters cannot presently be determined, it is the Corporation’s opinionDRAFT that the resolution of these matters will not have a material effect on its financial condition.

* * * * *

16 A RESOLUTION OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION REVIEWING AND APPROVING AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR 2019-20

WHEREAS, the New York State Affordable Housing Corporation (“Corporation”) annually prepares financial statements of operations; and

WHEREAS, the Corporation has engaged Ernst & Young LLP (“E&Y”) to serve as the Corporation’s Independent Auditor for the period under consideration; and

WHEREAS, one of the functions of the Independent Auditor is to audit the Corporation’s financial statements and provide an Independent Auditors’ Report on the financial statements; and

WHEREAS, E&Y has provided the Corporation with its Independent Auditors’ Report on such financial statements; and

WHEREAS, the Audit Committee has reviewed the financial statements of the Corporation, and reviewed the Independent Auditors’ Report, together with the Schedule of Investments submitted in conjunction therewith, and recommends the approval thereof by the Members of the Corporation, now therefore, be it

RESOLVED, by the Members as follows:

Section 1. The audited financial statements of the Corporation for the period from April 1, 2019 to March 31, 2020, together with the Independent Auditors’ Report thereon and the Schedule of Investments submitted in conjunction therewith, are hereby reviewed and approved.

Section 2. This resolution shall take effect immediately.

ITEM 10:

RUTHANNE VISNAUSKAS ANDREW M. CUOMO Governor Commissioner/CEO

June 4, 2020

FROM: Linda S. Manley TO: AHC Members Senior Vice President and Counsel

SUBJECT: Adoption of Resolution Approving Public Authorities Reporting Information System (PARIS) Annual Report Filing for AHC

In order to implement separate reporting requirements found in the Public Authorities Accountability Act of 2005, as amended (the “Act”) and in Regulations of the State Comptroller found in Sections 201, 203 and 204 of Title 2 of the NYCRR (the “Comptroller Regulations”), the Comptroller’s Office and the Authority Budget Office, the agency that oversees compliance with the Act, have worked together to create a Public Authorities Reporting Information System (“PARIS”) which requires authorities to comply with the reporting requirements of the Act and the Comptroller Regulations by inputting the information using the PARIS on-line reporting system.

Section 2800 of the Public Authorities Law requires that public authorities prepare annual reports within ninety (90) days of the end of their fiscal years to provide systematic information regarding their status and activities. The Comptroller Regulations similarly require that public authorities report to the State Comptroller on various aspects of their operations.

The PARIS system has been created to avoid duplication of reporting by authorities seeking to comply with Section 2800 of the Public Authorities Law and the State Comptroller Regulations. PARIS is intended to provide a comprehensive on-line reporting system to combine the data required to be provided under both sets of requirements in one common reporting format.

The Corporation’s filing of its annual report under PARIS for the fiscal year ending March 31, 2020 is before the Members for approval. The provisions of PARIS require that the information filed by the Corporation, as part of its annual report filing under Section 2800 of the Public Authorities Law, be presented to and accepted by the Corporation’s Members. The

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org information to be filed under PARIS includes the information required under Section 2800 of the Public Authorities Law, as well as certain additional information required by the Office of the State Comptroller.

The following information is to be reported: (1) a report on the Corporation’s operations and accomplishments; (2) an assessment of the effectiveness of the Corporation’s internal controls; (3) certain information relating to the Corporation’s Internal Control Officer and his department; (4) the Corporation’s organization chart; (5) certain Board Member information (appointment date, expiration date, compliance with respect to ethics training, and whether Members hold appointive or elective office or municipal positions); (6) salary information for all employees; (7) a list of benefits provided to Board Members and employees; (8) certain debt issuance information (including bonds issued, costs of issuance data, and bonds retired); (9) real property transactions; (10) certain summary financial information, including receipts and disbursements, as well as assets and liabilities; (11) audit report, management letter and report on internal controls; (12) annual procurement report; (13) investment information; (14) the Corporation’s Code of Ethical Conduct; and (15) certain governance related information (types of committees, by-laws, various policies).

The Corporation’s CEO, CFO, or another designated officer is required to certify that the PARIS submission of information items (1), (2), (6), (7), (8), (9), (10) and (14) above is complete and has been prepared in conformity with the appropriate sections of the law. The certification will state that to the best of the officer’s knowledge and belief, after reasonable inquiry, that the information contained in the submission is accurate and correct. The certification will also state that the information has been presented to and accepted by the Corporation’s Members.

In addition, as a result of the 2009 amendments to the Act, certain additional information is now included within the report: (a) the Corporation’s mission statement and performance measurement report; (b) audited financials reported in GAAP format; (c) grant and subsidy programs; (d) current bond ratings and any changes thereto; (e) long-term liabilities, leases and employee benefit plans; (f) biographical information for all Board Members and for certain employees; (g) the Corporation’s enabling legislations; (h) number of employees; (i) the Corporation’s charter and by-laws; (j) list of material changes; (k) a four year financial plan; (l) the current and projected capital budget; (m) an analysis and measurement of financial and operating performance; (n) certain board information (list of meetings, attendance, names of committees, board performance evaluations); and (o) pending litigation.

A copy of the information that will be submitted in PARIS is attached for the review and approval of the Members. The PARIS submission of information item (6) will be provided to the Members in their folder on the day of the meeting.

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org

RUTHANNE VISNAUSKAS ANDREW M. CUOMO Governor Commissioner/CEO

June 4, 2020

FROM: Linda S. Manley TO: AHC Members Senior Vice President and Counsel

SUBJECT: Adoption of Resolution Approving Public Authorities Reporting Information System (PARIS) Annual Report Filing for AHC

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org Annual Report for New York State Affordable Housing Corporation Run Date: 06/02/2020 Status: UNSUBMITTED Fiscal Year Ending: 03/31/2020 Certified Date:N/A

Governance Information (Authority-Related) Question Response URL (if Applicable) 1. Has the Authority prepared its annual report on operations and accomplishments for the reporting period as required by section Yes https://hcr.ny.gov/governance 2800 of PAL? 2. As required by section 2800(9) of PAL, did the Authority prepare an assessment of the effectiveness of its internal controls? Yes https://hcr.ny.gov/governance 3. Has the Authority named an internal control officer in accordance with section 2931 of PAL? Yes N/A 4. Please enter the number of staff assigned the internal control function. 2 N/A 5. Has the lead audit partner for the independent audit firm changed in the last five years in accordance with section 2802(4) of Yes N/A PAL? 6. Does the independent auditor provide non-audit services to the Authority? No N/A 7. Does the Authority have an organization chart? No 8. Are any Authority staff also employed by another government agency? Yes HFA, SONYMA, TSFC, MBBA, HTFC, DHCR 9. Has the Authority posted their mission statement to their website? Yes https://hcr.ny.gov/governance 10. Has the Authority's mission statement been revised and adopted during the reporting period? Yes N/A 11. Attach the Authority's measurement report, as required by section 2824-a of PAL and provide the URL. https://hcr.ny.gov/governance 12. Has the Authority adopted a lobbying policy in accordance with section 2987 of PAL? Yes https://hcr.ny.gov/governance Lobbying officer name Alejandro J. N/A Valella 13. Has the Authority maintained a record of all lobbying contacts during the reporting period, as required by section 2987 of PAL? Yes N/A

Page 1 of 18 Annual Report for New York State Affordable Housing Corporation Run Date: 06/02/2020 Status: UNSUBMITTED Fiscal Year Ending: 03/31/2020 Certified Date:N/A

Governance Information (Board-Related) Question Response URL (if Applicable) 1. Has the Board established a Governance Committee in accordance with Section 2824(7) of PAL? Yes N/A 2. Has the Board established an Audit Committee in accordance with Section 2824(4) of PAL? Yes N/A 3. Has the Board established a Finance Committee in accordance with Section 2824(8) of PAL? No N/A 4. Provide a URL link where a list of Board committees can be found (including the name of the committee and the date https://hcr.ny.gov/governance established): 5. Does the majority of the Board meet the independence requirements of Section 2825(2) of PAL? Yes N/A 6. Provide a URL link to the minutes of the Board and committee meetings held during the covered fiscal year https://hcr.ny.gov/governance 7. Has the Board adopted bylaws and made them available to Board members and staff? Yes https://hcr.ny.gov/governance 8. Has the Board adopted a code of ethics for Board members and staff? Yes https://hcr.ny.gov/governance 9. Does the Board review and monitor the Authority's implementation of financial and management controls? Yes N/A 10. Does the Board execute direct oversight of the CEO and management in accordance with Section 2824(1) of PAL? Yes N/A 11. Has the Board adopted policies for the following in accordance with Section 2824(1) of PAL? Salary and Compensation Yes N/A Time and Attendance Yes N/A Whistleblower Protection Yes N/A Defense and Indemnification of Board Members Yes N/A 12. Has the Board adopted a policy prohibiting the extension of credit to Board members and staff in accordance with Section 2824 Yes N/A (5) of PAL? 13. Are the Authority's Board members, officers, and staff required to submit financial disclosure forms in accordance with Section Yes N/A 2825(3) of PAL? 14. Was a performance evaluation of the board completed? Yes N/A 15. Was compensation paid by the Authority made in accordance with employee or union contracts? Yes N/A 16. Has the board adopted a conditional/additional compensation policy governing all employees? No

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Board of Directors Listing

Name Adams, Kenneth G Nominated By Governor Chair of the Board Yes Appointed By Governor If yes, Chair Designated by Governor Confirmed by Senate? Yes Term Start Date 6/20/2017 Has the Board Member/Designee Yes Signed the Acknowledgement of Fiduciary Duty? Term Expiration Date 01/01/2018 Complied with Training Yes Requirement of Section 2824? Title Does the Board Member/Designee No also Hold an Elected or Appointed State Government Position? Has the Board Member Appointed a Does the Board Member/Designee No Designee? also Hold an Elected or Appointed Municipal Government Position? Designee Name Ex-Officio

Name Miller, Joyce L Nominated By Governor Chair of the Board No Appointed By Governor If yes, Chair Designated by Confirmed by Senate? Yes Term Start Date 6/19/2013 Has the Board Member/Designee Yes Signed the Acknowledgement of Fiduciary Duty? Term Expiration Date 01/01/2015 Complied with Training Yes Requirement of Section 2824? Title Does the Board Member/Designee Yes also Hold an Elected or Appointed State Government Position? Has the Board Member Appointed a Does the Board Member/Designee No Designee? also Hold an Elected or Appointed Municipal Government Position? Designee Name Ex-Officio

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Name Mujica Jr., Robert F Nominated By Ex-Officio Chair of the Board No Appointed By Ex-Officio If yes, Chair Designated by Confirmed by Senate? N/A Term Start Date 1/13/2016 Has the Board Member/Designee Yes Signed the Acknowledgement of Fiduciary Duty? Term Expiration Date Ex-Officio Complied with Training Yes Requirement of Section 2824? Title Director Does the Board Member/Designee Yes also Hold an Elected or Appointed State Government Position? Has the Board Member Appointed a Yes Does the Board Member/Designee No Designee? also Hold an Elected or Appointed Municipal Government Position? Designee Name Jesse Olczak Ex-Officio Yes

Name Schmidt, Michael R Nominated By Ex-Officio Chair of the Board No Appointed By Ex-Officio If yes, Chair Designated by Confirmed by Senate? N/A Term Start Date 1/14/2019 Has the Board Member/Designee Yes Signed the Acknowledgement of Fiduciary Duty? Term Expiration Date Ex-Officio Complied with Training Yes Requirement of Section 2824? Title Commissioner of Taxation and Finance Does the Board Member/Designee Yes also Hold an Elected or Appointed State Government Position? Has the Board Member Appointed a Yes Does the Board Member/Designee No Designee? also Hold an Elected or Appointed Municipal Government Position? Designee Name Christopher Curtis Ex-Officio Yes

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Name Vacant Nominated By Governor Chair of the Board Appointed By Governor If yes, Chair Designated by Confirmed by Senate? Term Start Date Has the Board Member/Designee Signed the Acknowledgement of Fiduciary Duty? Term Expiration Date Complied with Training Requirement of Section 2824? Title Does the Board Member/Designee also Hold an Elected or Appointed State Government Position? Has the Board Member Appointed a Does the Board Member/Designee Designee? also Hold an Elected or Appointed Municipal Government Position? Designee Name Ex-Officio

Name Visnauskas, RuthAnne Nominated By Ex-Officio Chair of the Board No Appointed By Ex-Officio If yes, Chair Designated by Confirmed by Senate? N/A Term Start Date 2/17/2017 Has the Board Member/Designee Yes Signed the Acknowledgement of Fiduciary Duty? Term Expiration Date Ex-Officio Complied with Training Yes Requirement of Section 2824? Title Commissioner Does the Board Member/Designee Yes also Hold an Elected or Appointed State Government Position? Has the Board Member Appointed a No Does the Board Member/Designee No Designee? also Hold an Elected or Appointed Municipal Government Position? Designee Name Ex-Officio Yes

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Staff Listing Name Title Group DepartmentUnion Bargaining Full Time Exempt Base Actual Salary Overtime Performance Extra Pay Other Total Individual If Yes, Is the /Subsidiary Name Unit Name /Part Time Annualized Paid to the Paid by Bonus Compensation Compensation also paid by Payment made Salary Individual Authority /Allowances another by State or /Adjustments entity to Local Perform the Government Work of Authority

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Benefit Information

During the fiscal year, did the authority continue to pay for any of the above mentioned benefits for former staff or individuals affiliated with the Authority after those individuals left the Authority?

Board Members Name Title Severance Payment for Club Use of Personal Auto Transportation Housing Spousal / Tuition Multi-Year None of Other Package Unused Memberships Corporate Loans Allowance Dependent Assistance Employment these Leave Credit Cards Life Benefits Insurance Adams, Kenneth G Board of Directors Curtis, Christopher Board of Directors Miller, Joyce L Board of Directors Mujica Jr., Robert F Board of Directors Olczak, Jesse Board of Directors Schmidt, Michael R Board of Directors Vacant Board of Directors Visnauskas, Board of RuthAnne Directors

Staff Name Title Severance Payment Club Use of Personal Auto Transportation Housing Spousal / Tuition Multi-Year None of Other Package for Unused Memberships Corporate Loans Allowance Dependent Life Assistance Employment these Leave Credit Cards Insurance Benefits Abrams, Alexander Vice President for Portfolio Management Archer, Clifford Vice President

Bocina, Joan S Sr. Associate Counsel

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Name Title Severance Payment Club Use of Personal Auto Transportation Housing Spousal / Tuition Multi-Year None of Other Package for Unused Memberships Corporate Loans Allowance Dependent Life Assistance Employment these Leave Credit Cards Insurance Benefits Boody, Thomas T Vice President/ Development Manager Cabrera, Lillian Sr. Executive Assistant Chan, Jimmy D Senior Network Engineer Chang, Elaine M Assistant Vice President Davis, Brooke Deputy Counsel/Policy Dilan, Jose Vice President

Ellis, Gerrald A Assistant Counsel Fanelli, Daniel Senior Java Developer Farina, Gabrielle Associate Counsel/Ethics Officer Flanders, Veronica M AVP/Director

Gruenfeld, Leonard Director of Underwriting Hall, Lesley A Assistant Counsel/FOIL Johnson, Darryl A Deputy CFO

Jones-Cimini, Ira M Supervising Project Underwriting & Design Speciali

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Name Title Severance Payment Club Use of Personal Auto Transportation Housing Spousal / Tuition Multi-Year None of Other Package for Unused Memberships Corporate Loans Allowance Dependent Life Assistance Employment these Leave Credit Cards Insurance Benefits Kwa, Dwight Associate Counsel Ligon, Dorothy Mae Senior Programmer Analyst Macre, Brian Senior Program Analyst Malanowski, James Speechwriter

Marnell, Kathryn E AVP

Martello, Dominic A VP/Special Program Development Mathew, Trino Database Administrator McGill, Margaret L VP/Counsel to MIF Molinaro, Valerie A Associate/FOIL Counsel Oberstein, Janet VP/Control Officer Okusanya, Michelle AVP/Deputy M Treasurer Pearson, Jason R VP, Director of Multifamily Programs & Operations Sedney, Leonard G AVP/CES

Stern, Susan M Associate Counsel

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Subsidiary/Component Unit Verification

Name of Subsidiary/Component Unit Status

Request Subsidiary/Component Unit Change

Name of Subsidiary/Component Unit Status Requested Changes

Request Add Subsidiaries/Component Units

Name of Subsidiary/Component Unit Establishment Date Purpose of Subsidiary/Component Unit

Request Delete Subsidiaries/Component Units

Name of Subsidiary/Component Unit Termination Date Reason for Termination Proof of Termination Document Name

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Summary Financial Information SUMMARY STATEMENT OF NET ASSETS

Amount Assets Current Assets Cash and cash equivalents $0.00 Investments $0.00 Receivables, net $0.00 Other assets $0.00 Total Current Assets $0.00 Noncurrent Assets Restricted cash and $0.00 investments Long-term receivables, net $0.00 Other assets $0.00 Capital Assets Land and other nondepreciable $0.00 property Buildings and equipment $0.00 Infrastructure $0.00 Accumulated depreciation $0.00 Net Capital Assets $0.00 Total Noncurrent Assets $0.00 Total Assets $0.00 Liabilities Current Liabilities Accounts payable $0.00 Pension contribution payable $0.00 Other post-employment $0.00 benefits Accrued liabilities $0.00 Deferred revenues $0.00 Bonds and notes payable $0.00 Other long-term obligations $0.00 due within one year Total Current Liabilities $0.00

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Noncurrent Liabilities Pension contribution payable $0.00 Other post-employment $0.00 benefits Bonds and notes payable $0.00 Long Term Leases $0.00 Other long-term obligations $0.00 Total Noncurrent Liabilities $0.00 Total Liabilities $0.00 Net Asset (Deficit) Net Assets Invested in capital assets, $0.00 net of related debt Restricted $0.00 Unrestricted $0.00 Total Net Assets $0.00

SUMMARY STATEMENT OF REVENUE, EXPENSES AND CHANGES IN NET ASSETS Amount Operating Revenues Charges for services $0.00 Rental & financing income $0.00 Other operating revenues $0.00 Total Operating Revenue $0.00 Operating Expenses Salaries and wages $0.00 Other employee benefits $0.00 Professional services $0.00 contracts Supplies and materials $0.00 Depreciation & amortization $0.00 Other operating expenses $0.00 Total Operating Expenses $0.00 Operating Income (Loss) $0.00 Nonoperating Revenues Investment earnings $0.00 State subsidies/grants $0.00

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Federal subsidies/grants $0.00 Municipal subsidies/grants $0.00 Public authority subsidies $0.00 Other nonoperating revenues $0.00 Total Nonoperating Revenue $0.00 Nonoperating Expenses Interest and other financing $0.00 charges Subsidies to other public $0.00 authorities Grants and donations $0.00 Other nonoperating expenses $0.00 Total Nonoperating Expenses $0.00 Income (Loss) Before $0.00 Contributions Capital Contributions $0.00 Change in net assets $0.00 Net assets (deficit) beginning of $3,125,000.00 year Other net assets changes $0.00 Net assets (deficit) at end of year $0.00

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Current Debt

Question Response 1. Did the Authority have any outstanding debt, including conduit debt, at any point during the reporting period? 2. If yes, has the Authority issued any debt during the reporting period?

New Debt Issuances

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Schedule of Authority Debt

Type of Debt Statutory Authorization Begin Amount Total ($) New Debt Issuance ($) Amount Retired ($) End Amount Total ($) Amount ($) State Obligation State Guaranteed State Obligation State Supported State Obligation State Contingent Obligation State Obligation State Moral Obligation Other State-Funded Other State-Funded Authority Debt - General Authority Debt - Obligation General Obligation Authority Debt - Revenue Authority Debt - Revenue Authority Debt - Other Authority Debt - Other Conduit Conduit Debt Conduit Conduit Debt - Pilot Increment Financing

TOTALS

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Real Property Acquisition/Disposal List This Authority has indicated that it had no real property acquisitions or disposals during the reporting period.

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Personal Property Disposal This Authority has indicated that it had no personal property disposals during the reporting period.

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Property Documents Question Response URL (If Applicable) 1. In accordance with Section 2896(3) of PAL, the Authority is required to prepare a report at least annually of all real property of the Yes https://hcr.ny.gov/governance Authority. Has this report been prepared? 2. Has the Authority prepared policies, procedures, or guidelines regarding the use, awarding, monitoring, and reporting of contracts for Yes https://hcr.ny.gov/governance the acquisition and disposal of property? 3. In accordance with Section 2896(1) of PAL, has the Authority named a contracting officer who shall be responsible for the Authority's Yes N/A compliance with and enforcement of such guidelines?

Additional Comments

Page 18 of 18

AHC

Supporting Materials

AHC

Board Meetings and Attendees MINUTES OF THE MEMBERS MEETING OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION HELD ON THURSDAY, APRIL 11, 2019 AT 9:15 A.M. AT 25 BEAVER STREET NEW YORK, NEW YORK 10004

MEMBERS AND DESIGNEES

Kenneth G. Adams Chairman

Nestor Davidson Member

RuthAnne Visnauskas Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Budget Director, Member (via video conference)

Christopher Curtis New York State Taxation Department, representing the Commissioner of Taxation and Finance.

Chairman Kenneth G. Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget, and Ms. Linda Baldwin, representing Rossana Rosado, the Secretary of State of New York State, participated via video conference from the Capitol Building, Room 131, in Albany. Andrew San Filippo, representing the State Comptroller is participating from the Agencies’ Buffalo regional Office at Electric Tower, 535 Washington Street, Suite 105.

A public notice was given of the time and location of the venue in accordance with the New York State Open Meetings Law.

Ms. Manley asked for motions and seconds to call to order the April 11, 2019 meetings of the New York State Housing Finance Agency (“HFA”), the New York State Affordable Housing Corporation (“AHC”), the State of New York Mortgage Agency (“SONYMA”), the New York State Municipal Bond Bank Agency (“MBBA”), and the New York State Tobacco Settlement Financing Corporation (“TSFC”), the State of New York Mortgage Agency Mortgage Insurance Committee and the HFA Finance and Program Committee. Chairman Adams moved to call the HFA and AHC meetings to order and Mr. Nestor Davidson seconded the motion. Mr. Ballan moved to call the SONYMA meeting to order and Chairman Adams seconded the motion. Mr. SanFilippo moved to call the MBBA and TSFC meetings to order and Ms. Baldwin seconded the motion.

MINUTES OF THE DIRECTORS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON THURSDAY, MAY 9, 2019 AT 9:15 A.M. AT ITS OFFICES AT 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

Joyce Miller Member

Nestor Davidson Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing Robert Mujica, Budget Director (via video conference)

Chairman Kenneth G. Adams presided over the meeting. Chairman Adams opened the meeting taking a moment to discuss the recent tragedy in Harlem wherein a mother and a number of children died in an apartment fire. Chairman Adams offered a moment of silence and then turned the meeting over to Alejandro Valella, Deputy General Counsel.

Mr. Valella noted that Commissioner Visnauskas was in Albany to appear before the New York Senate and that, while available by phone for one hour, she was not technically participating in the various board meetings. Mr. Valella also noted that Ms. Linda Manley, General Counsel to HCR, was also participating by video from the Agency’s Hampton office accompanied by Betsy Mallow. Mr. Valella noted that Mr. Jesse Olczak was appearing via video conference representing Robert Mujica, Director of the New York State Division of the Budget, and that Mr. Andrew SanFilippo was also appearing via video conference, representing the State of New York Municipal Bond Bank Agency (“MBBA”), and the Tobacco Settlement Financing Corporation (“TSFC”).

Mr. Valella asked for motions and seconds to call to order the Members’ and Directors’ meetings of the New York State Housing Finance Agency (“HFA”), the New York State Affordable Housing Corporation (“AHC”), the State of New York Mortgage Agency (“SONYMA”), the MBBA, and TSFC.

Mr. Valella asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Mr. Nestor Davidson seconded the motion.

MINUTES OF THE DIRECTORS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON WEDNESDAY, AUGUST 7, 2019 AT 9:15 A.M. AT THE OFFICES OF DHCR AT 25 BEAVER STREET NEW YORK, NEW YORK 10017

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Commissioner, New York State Division of Housing and Community Renewal

Joyce Miller Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing Robert Mujica, Budget Director

Chairman Kenneth G. Adams presided over the meeting. He thanked the Board members for rearranging their schedules to attend this meeting, which was originally scheduled to be held in July.

Ms. Manley, Senior Vice President and noted that Jesse Olczak was appearing via video conference representing Robert Mujica, Director of the New York State Division of the Budget from the New York State Division of the Budget conference center at the Capitol Building, Room 131 in Albany. She also noted that Betsy Mallow, the Agencies’ COO, was on via video from the Albany office.

Ms. Manley asked for motions and seconds to call to order the Members’ and Directors’ meetings of the New York State Housing Finance Agency (“HFA”), the New York State Affordable Housing Corporation (“AHC”), the State of New York Mortgage Agency (“SONYMA”) and the Mortgage Insurance Committee (MIC).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Mr. Curtis seconded the motion.

These minutes reflect only those items being considered by the AHC Board. A record of items considered by the other Agencies is contained in the minutes of each of the Agencies.

Chairman Adams stated that Ms. Visnauskas would make her President’s Report

MINUTES OF THE DIRECTORS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON THURSDAY, SEPTEMBER 5, 2019 AT 9:00 A.M. AT ITS OFFICES AT 25 BEAVER STREET NEW YORK, NEW YORK 10004

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

Nestor Davidson Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing the Commissioner of Taxation & Finance

Chairman Kenneth Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget, and Ms. Linda Baldwin, representing Rossana Rosado, the Secretary of State of New York, participated via video conference from the Capitol Building, Room 131, in Albany; and Andy San Filippo is participating from the Agencies’ Buffalo regional Office at Electric Tower, 535 Washington Street, Suite 105.

Ms. Manley noted that these locations has been made public, and the public has the right to attend and observe the proceedings from any location.

Ms. Manley asked for motions and seconds to call to order the September 5, 2019 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), the State of New York Mortgage Agency (SONYMA), the State of New York Municipal Bond Bank Agency (MBBA), and the Tobacco Settlement Financing Corporation (TSFC).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Mr. Nestor Davidson seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently.

Ms. Visnauskas reported on the following information in her President’s report: MINUTES OF THE DIRECTORS MEETINGS OF THE NEW YORK STATE HOUSING FINANCE AGENCY

HELD ON THURSDAY, OCTOBER 10, 2019 AT 9:04 A.M. AT ITS OFFICES AT 25 BEAVER STREET NEW YORK, NEW YORK 10004

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Member

Nestor Davidson Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Christopher Curtis New York State Division of the Taxation & Finance, representing the Commissioner of Taxation & Finance

Chairman Kenneth Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget participated via video conference from the Capitol Building, Room 131, in Albany.

Ms. Manley noted that this location has been made public, and the public has the right to attend and observe the proceedings from that location.

Ms. Manley asked for motions and seconds to call to order the October 10, 2019 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC) and the State of New York Mortgage Agency (SONYMA).

Ms. Manley asked for a motion to call the meeting of the HFA Board to order, Chairman Adams motioned to call the HFA Board to order and Mr. Nestor Davidson seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently. MINUTES OF THE SPECIAL MEMBERS MEETING OF THE NEW YORK STATE HOUSING FINANCE AGENCY HELD ON MONDAY, OCTOBER 28, 2019 AT 9:30 A.M. AT ITS OFFICES AT 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

DIRECTORS AND DESIGNEES

PRESENT:

Nestor Davidson Acting Chairman

RuthAnne Visnauskas Member

Morris Peters New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing the Commissioner of Taxation & Finance

Acting Chairman Nestor Davidson presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Morris Peters, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget participated via video conference from the Capitol Building, Room 131, in Albany; Mr. Andrew A. SanFilippo attended the meeting via video at the HCR Buffalo Regional Office located at Electric Tower, 535 Washington Street, Suite 105, Buffalo; and Mr. Jonathan Ballan, Board member of SONYMA, was participating in the meetings as a guest.

Ms. Manley noted that these locations has been made public, and the public has the right to attend and observe the proceedings from any location.

Ms. Manley asked for motions and seconds to call to order the October 28, 2019 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), State of New York Municipal Bond Bank Agency (MBBA); and the Tobacco Settlement Financing Corporation (TSFC).

Ms. Manley asked for a motion to call the meeting of the HFA Board to order, Acting Chairman Nestor Davidson motioned to call the HFA Board to order and Ms. RuthAnne Visnauskas seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Member wished to record his or her vote differently.

MINUTES OF THE DIRECTORS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORAATION

HELD ON THURSDAY, NOVEMBER 7, 2019 AT 9:00 A.M. AT ITS OFFICES AT 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Commissioner of the New York State Division of Housing and Community Renewal

Joyce Miller Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing the Commissioner of Taxation & Finance

Chairman Kenneth Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget, participated via video conference from the Capitol Building, Room 131, in Albany; and Bethaida Gonzalez is participating from the Syracuse regional Office at 620 Erie Boulevard, Suite 312.

Ms. Manley noted that these locations has been made public, and the public has the right to attend and observe the proceedings from any location.

Ms. Manley asked for motions and seconds to call to order the November 7, 2019 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), the State of New York Mortgage Agency (SONYMA) and the HFA Finance and Program Committee.

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Mr. Curtis seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently.

MINUTES OF THE SPECIAL MEMBERS MEETING OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION HELD ON MONDAY, DECEMBER 9, 2019 AT 10:00 A.M. AT ITS OFFICES AT 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth Adams Chairman

Nestor Davidson Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing the Commissioner of Taxation & Finance

Chairman Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget participated via video conference from the Capitol Building, Room 131, in Albany, Mr. Andrew A. SanFilippo attended the meeting via video at the HCR Buffalo Regional Office located at Electric Tower, 535 Washington Street, Suite 105, Buffalo. Ms. Manley also noted that SONYMA Board members Mr. Ballan, Ms. Visnauskas and Mr. Kapell are participating in the meeting as guests and their presence is not counted for quorum or voting purpose.

Ms. Manley noted that these locations has been made public, and the public has the right to attend and observe the proceedings from any location.

Ms. Manley asked for motions and seconds to call to order the December 9, 2019 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), State of New York Municipal Bond Bank Agency (MBBA); and the Tobacco Settlement Financing Corporation (TSFC).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Mr. Davidson seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently.

MINUTES OF THE DIRECTORS MEETING OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON THURSDAY, DECEMBER 12, 2019 AT 9:45 A.M. 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10004

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Commissioner, New York State Division of Housing and Community Renewal, Member (via video conference)

Nestor Davidson Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing Robert Mujica, Budget Director, Member (via video conference)

Chairman Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget, Christopher Curtis, representing Michael Schmidt, the Commissioner of Taxation and Finance, and RuthAnne Visnauskas, the Commissioner of the New York State Division of Housing and Community Renewal, participated via video conference from the New York State Division of Budget conference center at the Capitol Building, Room 131, in Albany. Andrew San Filippo, representing the State Comptroller participated from the Agencies’ Buffalo regional Office at Electric Tower, 535 Washington Street, Suite 105.

Ms. Manley asked for motions and seconds to call to order the December 12, 2019 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), the State of New York Mortgage Agency (SONYMA), the New York State Municipal Bond Bank Agency (MBBA) and the New York State Tobacco Settlement Financing Corporation (TSFC).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Mr. Davidson seconded the motion.

MINUTES OF THE DIRECTORS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON THURSDAY, JANUARY 30, 2020 AT 10:15 A.M. 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

DIRECTORS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Commissioner, New York State Division of Housing and Community Renewal, Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Division of the Taxation & Finance, representing Robert Mujica, Budget Director, Member

Chairman Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget and Andrew San Filippo, representing the State Comptroller participated from the Agencies’ Buffalo regional Office at Electric Tower, 535 Washington Street, Suite 105.

Ms. Manley asked for motions and seconds to call to order the January 30, 2020 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), the State of New York Mortgage Agency (SONYMA), the New York State Municipal Bond Bank Agency (MBBA) and the New York State Tobacco Settlement Financing Corporation (TSFC).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Ms. Visnauskas seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently.

Chairman Adams stated that Ms. Visnauskas would make her President’s Report. Ms. Visnauskas reported that while this morning’s meeting is packed full of administrative items including the review and approval of financial, investment and mission statements, the Mortgage Insurance Committee will consider insurance for projects MINUTES OF THE MEMBERS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON THURSDAY, FEBRUARY 13, 2020 AT 9:15 A.M. 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

MEMBERS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Commissioner, New York State Division of Housing and Community Renewal, Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Chris Curtis New York State Department of Taxation and Finance, representing Michael R. Schmidt the Commissioner of Taxation & Finance Member (via video conference)

Chairman Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley noted that Mr. Jesse Olczak, representing Mr. Robert F. Mujica, the Director of the New York State Division of the Budget and Chris Curtis, representing Michael R. Schmidt, the Commissioner of Taxation & Finance, the Division of the Taxation & Finance, participated via video conference from the Capitol Building, Room 131, in Albany.

Ms. Manley asked for motions and seconds to call to order the February 13, 2020 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), the State of New York Mortgage Agency (SONYMA), the New York State Mortgage Insurance (MIC), and the New York State Housing Finance Agency Finance and Program Committee (HFA Finance & Program).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Ms. Visnauskas seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently.

Chairman Adams stated that Ms. Visnauskas would make her President’s Report.

MINUTES OF THE MEMBERS MEETINGS OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION

HELD ON THURSDAY, MARCH 12, 2020 AT 9:00 A.M. 641 LEXINGTON AVENUE NEW YORK, NEW YORK 10022

MEMBERS AND DESIGNEES

PRESENT:

Kenneth G. Adams Chairman

RuthAnne Visnauskas Commissioner, New York State Division of Housing and Community Renewal, Member

Jesse Olczak New York State Division of the Budget, representing Robert Mujica, Director (via video conference)

Christopher Curtis New York State Department of Taxation and Finance, representing Michael R. Schmidt, the Commissioner of Taxation & Finance Member

Chairman Adams presided over the meeting. Ms. Linda Manley, Senior Vice President and Counsel to HCR, formally opened the meetings and acted as secretary.

Ms. Manley asked for motions and seconds to call to order the March 12, 2020 meetings of the New York State Housing Finance Agency (HFA), the New York State Affordable Housing Corporation (AHC), the State of New York Mortgage Insurance Committee (MIC), and the New York State Housing Finance Agency Finance and Program Committee (HFA Finance & Program).

Ms. Manley asked for a motion to call the meeting of the AHC Board to order, Chairman Adams motioned to call the AHC Board to order and Ms. Visnauskas seconded the motion.

Ms. Manley noted that these motions and seconds would be used, unless specific items called for a different vote, or unless any Committee Member wished to record his or her vote differently.

Chairman Adams stated that Ms. Visnauskas would make her President’s Report.

Ms. Visnauskas reported that in addition to certain administrative items, the HFA Members and the SONYMA Mortgage Insurance Committee will consider financing and/or insurance for projects located in Brooklyn, Bronx, Orange, Onondaga and Suffolk Counties.

AHC

Biographical Information for Members

RuthAnne Visnauskas

In February 2017, Governor Cuomo appointed RuthAnne Visnauskas, Commissioner of the New York State Division of Housing and Community Renewal. In March, 2017, Ms. Visnauskas was appointed as the President/CEO of the New York State Housing Finance Agency, the State of New York Mortgage Agency and the New York State Affordable Housing Corporation, the State agencies that comprise New York State Homes and Community Renewal (“HCR”).

RuthAnne previously served as HCR’s Executive Deputy Commissioner for Housing Development, where she was responsible for strategic leadership and oversight of multi-family housing finance programs, the State of New York Mortgage Agency (SONYMA), the Mortgage Insurance Fund (MIF), the Office of Community Renewal and the Office of Faith-Based Community Development Services.

Prior to joining HCR, RuthAnne was Managing Director of the Housing Advisory Board for the Robin Hood Foundation, New York's largest poverty-fighting organization. The Housing Advisory Board was established to fund initiatives to advance the quantity and quality of affordable housing for low-income New Yorkers.

RuthAnne held also several key positions at the New York City Department of Housing Preservation and Development (HPD), including the role of Commissioner from September 2014 to February 2015. HPD is the nation’s largest municipal housing agency, in charge of the development and preservation of affordable housing and the enforcement of the City’s Housing Maintenance Code.

Prior to taking the helm at HPD, RuthAnne served as Deputy Commissioner for Development, spearheading innovative development programs, including the Preserving City Neighborhoods (PCN) initiative, designed to purchase the notes of overleveraged buildings, and stabilize them by ultimately transferring them to responsible not-for-profit owners.

She received her Bachelor degree in Urban Studies from the University of Pennsylvania and holds a Master’s degree in Urban Planning from the Robert F. Wagner School of Public Service at New York University.

Ms. Visnauskas lives in Manhattan with her husband and three children.

Joyce L. Miller Member, HFA and AHC Boards

Joyce L. Miller is the founder and CEO of Tier One Public Strategies, a consulting firm founded in 2007 which provides in-depth public policy analysis. At Tier One Public Strategies, Ms. Miller advises early-stage and middle-market companies in the energy and environmental fields, including a privately held independent power company that generates one-fourth of New York City’s electric power; the Service Employees International Union capital stewardship program; and the America- Israel Chamber of Commerce. Prior to founding Tier One Public Strategies, Ms. Miller worked at the Office of the New York City Comptroller, where she served as the Director of Economically Targeted Investments and the Director of Real Estate Investment in the Bureau of Asset Management, and at the City of New York Department of Housing Preservation and Development. She is active in many civic organizations; among other positions, she is a trustee of the Citizens Budget Commission and serves on the New York City Board of Directors of the National Jewish Democratic Council.

Ms. Miller completed her undergraduate education at the City College of New York. She holds a master’s degree in political science from Columbia University and an MBA from the New York University Stern School of Business Administration.

Robert F. Mujica Jr. was appointed Director of the Budget by Governor Andrew Cuomo and began serving on January 14, 2016. He is responsible for the overall development and management of the State’s fiscal policy, including overseeing the preparation of budget recommendations for all State agencies and programs, economic and revenue forecasting, tax policy, fiscal planning, capital financing and management of the State’s debt portfolio.

Prior to his appointment, Mr. Mujica was Chief of Staff to the Temporary President and Majority Leader of the Senate and concurrently served as the Secretary to the Senate Finance Committee. For two decades, Mr. Mujica advised various elected and other government officials in New York on State budget, fiscal and policy issues.

Robert received his B.A. degree in Sociology from Brooklyn College at the City University of New York. He received his Master's degree in Government Administration (M.G.A.) from the University of Pennsylvania and holds a Juris Doctorate (J.D.) from Albany Law School

AHC

Biographical Information for Senior Staff RuthAnne Visnauskas

Ms. Visnauskas lives in Manhattan with her husband and three children.

Betsy Mallow, Senior Vice President and Executive Deputy Commissioner and Chief Operating Officer (COO)

Betsy Mallow is Executive Deputy Commissioner and Chief Operating Officer (COO) for NY State Homes and Community Renewal (HCR). In her role, Betsy oversees the Office of Rent Administration, Office of Housing Preservation, Office of Professional Services, and the Governor’s Office of Storm Recovery and Policy.

Betsy joined HCR from the Governor’s Office of Storm Recovery (GOSR) where she served as the Deputy Executive Director overseeing New York State’s recovery from Hurricane Sandy, Hurricane Irene, and Tropical Storm Lee. Prior to GOSR, she served as Deputy Director of the New York Office for the White House Task Force on Sandy Rebuilding.

Previously, Betsy was a consultant at the Boston Consulting Group (BCG). Betsy began her career in the nonprofit sector building an international platform for Paul Newman’s Hole in the Wall Camps and spent one year in Argentina working with a nonprofit in support of their mission to find sustainable solutions to poverty. While there, she also volunteered documenting human rights violations in Argentine prisons.

She holds an MBA from Harvard University and an undergraduate degree from Brown University. After completing her MBA in 2009, Betsy earned a fellowship to spend a year at the Ford Foundation working on issues of impact assessment. Linda Manley, HCR Sr. Vice President and Counsel

Linda Manley is General Counsel for New York State Homes and Community Renewal (HCR) where she is responsible for the HCR Legal Division, the Tenant Protection Unit and Fair and Equitable Housing Office.

Previously, Linda served as Acting General Counsel since May 2016.

Prior to joining HCR in January 2016, as Deputy General Counsel, Linda was Legal Director at Lawyers Alliance for New York, providing legal services to nonprofit organizations focused on affordable housing, economic development and social services.

Linda previously practiced law at the firms Jones, Day, Reavis & Pogue and Weil, Gotschal & Manges and served as a law clerk to Hon. Loretta A. Preska in the Southern District of New York.

She received her J.D. from Fordham University School of Law and B.A. magna cum laude from State University of New York at Albany.

GABRIELLA GREEN, CHIEF OF STAFF

Gabriella Green is Chief of Staff and oversees Intergovernmental Affairs and the Office of Public Information. Previously she was Downstate Development Director in HCR's Office of Finance and Development.

She joined HCR from the U.S. Department of Housing and Urban Development (HUD) where she served as Senior Regional Planner, managing the agency’s Superstorm Sandy appropriation grants for New York State.

Prior to joining HUD, Gabriella held several key positions at the NYC Department of Housing Preservation and Development, including Assistant Commissioner for the Division of Planning, Marketing, and Sustainability.

Gabriella holds a Bachelor of Arts degree from the University of Michigan and a Master degree in Urban Planning from New York University.

NICOLE FERREIRA, SENIOR VICE PRESIDENT OF MULTIFAMILY FINANCE

Nicole Ferreira is Senior Vice President of Multifamily Finance. She is responsible for the strategic leadership of all multifamily finance teams.

She joined HCR from for the New York City Housing Authority (NYCHA), where she served as Executive Vice President for Development since 2015. This marked her second term at NYCHA, she originally joined NYCHA in 2011 and rose to Senior Advisor to the Executive Vice President of the Capital Projects Division.

Prior to rejoining NYCHA, she was Director of Acquisitions at Workforce Housing Group.

Nicole is an adjunct professor at the New York University Schack Institute of Real Estate.

She holds a Bachelor of Arts degree in Political Science and a Master of Science in Real Estate from New York University.

DINA LEVY, SENIOR VICE PRESIDENT OF SINGLE FAMILY AND COMMUNITY DEVELOPMENT

Dina Levy is Senior Vice President of Single Family and Community Development responsible for the State of New York Mortgage Agency (SONYMA), Office of Community Renewal, and Faith-Based Initiatives.

Prior to joining HCR, Dina served as Director of Community Impact and Innovation for Attorney General Eric T. Schneiderman where she was senior advisor to the Attorney General on negotiations of multi-billion-dollar bank settlements and oversaw relationships with state and national stakeholders. Prior to that, she was Special Assistant to the Attorney General.

Before joining the AG’s Office, Dina worked for the Urban Homesteading Assistance Board (UHAB) where she served as Director of Organizing, building strategic coalitions to preserve, expand and improve the quality of affordable housing across New York City.

AHC

Enabling Legislation For the enabling statute of the New York State Affordable Housing Corporation go to Private Housing Finance Law, Article III, Section 45-b.

AHC

Description of AHC New York State Affordable Housing Corporation

The New York State Affordable Housing Corporation ("AHC") is a public benefit corporation, established in 1985 pursuant to Section 45-b of the Private Housing Finance Law ("PHFL") as a subsidiary of the New York State Housing Finance Agency ("HFA"), to administer the Affordable Home Ownership Development Program ("Program") under PHFL Article 19. The purpose of the Program is to promote homeownership by persons of low and moderate income, which, in turn, fosters the development, stabilization and preservation of neighborhoods and communities. To achieve these goals, AHC provides financial assistance, in conjunction with other private and public investment, for the construction, acquisition, rehabilitation and improvement of owner-occupied housing.

Within the limits of available funding, AHC may provide grants within the following per dwelling unit limitations: up to $35,000 per unit; or $40,000 per unit for projects located in high cost areas as defined by AHC, or for projects receiving a U.S. Department of Agriculture Rural Development Service (formerly the Farmer's Home Administration) Loan. In addition, under statutory Program requirements, AHC grants for new construction and acquisition/rehabilitation projects cannot exceed 60 percent of total project development costs. AHC grants of up to 100 percent of the total project development costs are allowed for home improvement and rehabilitation projects where there is no acquisition component. By leveraging other private and public funds, and reducing development and rehabilitation costs, assistance provided by AHC makes homeownership affordable to families and individuals for whom there are no other reasonable and affordable home ownership alternatives in the private market. Additionally, the development, rehabilitation, and home improvement activities undertaken in connection with the Program are intended to help eliminate conditions of blight and deterioration, and to encourage stability and create jobs in communities throughout the State. Eligible applicants include: local municipalities; housing authorities; housing development fund companies; neighborhood and rural preservation companies; as well as not-for-profit or charitable organizations which have the development or improvement of housing as a primary purpose.

AHC works with its parent agency, HFA, and its sister agency, the State of New York Mortgage Agency ("SONYMA") (collectively, the "Agencies"), to increase homeownership opportunities. As part of the Agencies' policy of one-stop shopping, an AHC Program application includes a SONYMA Project Set-Aside application.

The membership of AHC consists of the Commissioner of Housing and Community Renewal, the Director of the Budget and the Commissioner of Taxation and Finance of the State of New York, and four additional members appointed by the Governor, with the advice and consent of the Senate. The Chairman of AHC's parent agency, HFA, is, pursuant to law, the Chairman of AHC. The members appointed by the Governor serve for the full or unexpired portions of six-year terms.

AHC

Charters and Bylaws

NEW YORK STATE AFFORDABLE HOUSING CORPORATION GOVERNANCE COMMITTEE CHARTER (effective as of May 12, 2005, revised as of June 12, 2012)

I. Purpose: Pursuant to Article VII, Section 5 of the Corporation’s bylaws the purpose of the Governance Committee (“Committee”) shall be to assist the Members to establish practices and procedures to promote honest and ethical conduct by Corporation Members, officers and employees and enhance public confidence in the Corporation, including, but not limited to, assistance in monitoring and assessing Members effectiveness and in developing and implementing the Corporation’s governance guidelines.

II. Membership: The membership of the Committee shall be as set forth in accordance with and pursuant to Article VII, Sections 1 and 2 of the bylaws. In addition, such Members as the Chairperson shall appoint: a.) must satisfy such criteria of independence as the Members of the Corporation may establish and other requirements as the Members of the Corporation may determine to be applicable or appropriate, and b.) members of the Committee should be suitably knowledgeable in matters pertaining to governance.

III. Committee Structure and Operation: The Committee shall meet where and as provided by the Chair of the Committee. The Secretary of the Corporation shall be the Secretary of the Committee unless and until the Committee designates otherwise. In the absence of the Chair during any Committee meeting, the Committee may designate a temporary Chair for that meeting. Pursuant to Article VII, Section 7 of the Corporation’s bylaws when the Committee has an even number of currently serving Committee members, then 50% of the total number of the members of the Committee shall constitute a quorum for the transaction of business and when the Committee has an odd number of currently serving Committee members, then a majority of all of the members of such Committee shall constitute a quorum for the transaction of business. The Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent.

IV. Responsibilities: The Committee shall have the following responsibilities:

1. Establish practices and procedures to promote honest and ethical conduct by Corporation Members, officers and employees and enhance public confidence in the Corporation.

2. Develop and recommend to the Members of the Corporation for the approval a set of governance guidelines.

3. Review on a regular basis and update as necessary the Corporation’s code of conduct and the Corporation’s practices and procedures regarding conflicts of interest. Such code of conduct and practices and procedures shall be at least as stringent as the laws, rules, regulations and policies applicable to officers and employees of the State of New York.

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4. Review on a regular basis and update as necessary the Corporation’s written practices and procedures regarding the protection of whistleblowers from retaliation.

5. Review on an annual basis compensation and benefits for Senior Officers (as defined under the bylaws).

6. Make recommendations on the structure of Member meetings.

7. Review the Members' committee structure.

8. Prepare a profile of the skill sets and experiences of individuals best equipped to be constructive Members; keeping up-to-date with current governance practices; and updating the Corporation’s corporate governance documents accordingly.

9. Consider making recommendations to the Governor or State Legislature regarding the kinds of people (not necessarily specific individuals) the Corporation believes should be appointed as Corporation Members for reasons such as experience, qualifications or otherwise.

10. Review on a regular basis and update as necessary the Corporation’s written policies regarding procurement of goods and services and equal opportunity and affirmative action within the Corporation, including:

a. policies relating to the implementation of the Lobbying Reform Law1 that include the disclosure of persons who attempt to influence the Corporation’s procurement process;

b. policies relating to the implementation of the Lobbying Contact Law2 that include any attempt to influence (i) the adoption or rejection or any rule or regulation having the force and effect of law by the Corporation, or (ii) the outcome of any rate making proceeding by the Corporation; and

c. monitoring and reviewing the status of equal opportunity and affirmative action within the Corporation, in the Corporation 's purchasing and contracting, and with respect to the execution of the Corporation 's programs in accordance with the requirements of Article 15-A of the Executive Law. The Committee shall make recommendations with respect to equal opportunity and affirmative action. The Committee shall coordinate its efforts with the efforts of any similar committee of the affiliated State of New York Mortgage Agency, New York State Housing

1 “Lobbying Reform Law” shall mean the provisions of the Legislative Law and the State Finance Law enacted on August 23, 2005, Chapter 1 of the laws of 2005 and amended on March 10, 2010, Chapter 4 of the laws of 2010. 2 “Lobbying Contact Law” shall mean the provisions of Title 12-A of Article 9 of the Public Authorities Law enacted on December 11, 2009.

2

Finance Agency, State of New York Municipal Bond Bank Agency and Tobacco Settlement Financing Corporation.

11. Review on a regular basis and update as necessary the Corporation’s written policies regarding the disposition of real and personal property.

12. Report its recommendations to the Members.

13. Provide, at least annually, the Members with an evaluation of the:

a. Committee;

b. Governance Guidelines together with any proposed changes the Committee recommends to the Members for approval;

c. Adequacy of the Committee’s charter together with any proposed changes the Committee recommends to the Members for approval; and

d. Accomplishments and goals of the Corporation with respect to equal opportunity and affirmative action.

V. Authority and Powers Delegated to the Committee as Agent of the Corporation:

1. The Committee shall have the authority to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion;

2. The Committee shall have sole authority to approve related fees and retention terms, subject to the terms of Public Authorities Law Section 2879; and

3. The Committee, on behalf of the Members of the Board, shall have the authority to initially approve procurement contracts that exceed one year in duration or $100,000 in amount, and to annually review procurement contracts that exceed one year in duration, pursuant to Article VII, Section 5 of the Corporation’s bylaws.

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3 BYLAWS

NEW YORK STATE AFFORDABLE HOUSING CORPORATION

(as Amended through September 10, 2015)

ARTICLE I - THE CORPORATION

Section 1. Name of Corporation. The name of the Corporation shall be the "New York State Affordable Housing Corporation."

Section 2. Seal of the Corporation. The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year of its creation.

Section 3. Office of the Corporation. The Office of the Corporation shall be located at 641 Lexington Avenue in the City of New York, State of New York. The Corporation may also have offices at such other place or places within the State of New York as it may from time to time designate by resolution.

ARTICLE II - OFFICERS

Section 1. Officers. The officers of the Corporation shall include a Chairperson, a Vice- Chairperson, an Executive Director, an Executive Deputy Commissioner and Senior Vice President and Chief Operating Officer, an Executive Deputy Commissioner and Senior Vice President of Housing Development, a Senior Vice President and Chief Financial Officer, such Senior Vice Presidents as the Members of the Corporation shall appoint, and a Senior Vice President and Counsel.

The officers of the Corporation shall also include a President of the Office of Finance and Development, a President of the Office of Housing Preservation, a President of the Office of Community Renewal, and a President of the Office of Professional Services, each of whom shall also be a Senior Vice President.

For purposes of these bylaws, and of any resolution of the Corporation, the Executive Director, the Executive Deputy Commissioner and Senior Vice President and Chief Operating Officer, the Executive Deputy Commissioner and Senior Vice President of Housing Development, the Senior Vice President and Counsel, the Senior Vice President and Chief Financial Officer, the President

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1 of the Office of Finance and Development, the President of the Office of Housing Preservation, the President of the Office of Community Renewal, the President of the Office of Professional Services, and any Senior Vice President may be referred to as "Senior Officers."

The Corporation shall also have such Vice Presidents as may be appointed pursuant to these bylaws.

Section 2. Chairperson. The Chairperson of the Corporation shall be the Chairperson of the New York State Housing Finance Agency. The Chairperson of the Corporation shall preside at all meetings of the Members of the Corporation and shall have such other duties as the Members may direct. At each meeting the Chairperson shall submit such recommendations and information as the Chairperson may consider proper concerning the business, duties and affairs of the Corporation.

In the event of a vacancy in the office of the Executive Director and during the period of such vacancy, the duties and responsibilities of said office shall be exercised by the Chairperson. The Chairperson may delegate to employees or officers of the Corporation any such duties or responsibilities, as he shall deem appropriate.

Section 3. Vice-Chairperson. The Vice Chairperson, who shall be a Member and shall be appointed by the Chairperson, shall in the absence or incapacity of the Chairperson, preside at meetings of the Member of the Corporation and perform such other duties as shall have been delegated to the Chairperson.

Section 4. Executive Director. The Executive Director shall be the Executive Director of the New York State Housing Finance Agency and shall be the chief executive officer of the Corporation and, under the direction of the Chairperson, shall have general supervision over and be in administrative charge of all the activities of the Corporation, shall direct the Corporation's corporate activities and coordinate the functions of the Corporation's governing body and, in addition, shall perform all the duties incident to such position and office. The Executive Director shall have the title of President and Chief Executive Officer.

Section 5. Executive Deputy Commissioner and Senior Vice President and Chief Operating Officer. The Executive Deputy Commissioner and Senior Vice President and Chief Operating Officer shall oversee all operations including those under the Office of Housing Preservation and the Office of Professional Services and shall perform all such functions as may from time to time be assigned by the Executive Director.

Section 6. Executive Deputy Commissioner and Senior Vice President of Housing Development. The Executive Deputy Commissioner and Senior Vice President of Housing Development shall oversee the Office of Finance and Development and the Office of Community Renewal and shall perform such functions as may from time to time may be assigned by the Executive Director.

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -2- Section 7. Senior Vice President and Chief Financial Officer. The Senior Vice President and Chief Financial Officer shall perform all such functions as may from time to time be assigned by the Executive Director.

Section 8. Senior Vice Presidents. The Senior Vice Presidents shall assist the Executive Director and shall perform all such functions as may from time to time be assigned to each by the Executive Director.

Section 9. Vice Presidents. The Vice Presidents shall be the Vice Presidents of the New York State Housing Finance Agency, and shall perform such duties and functions as the Executive Director, or, in the Executive Director's absence, the Chairperson, shall determine to be appropriate.

Section 10. Senior Vice President and Counsel. The Senior Vice President and Counsel shall be the chief legal officer of the Corporation and shall perform all the duties incident to such position and office and shall perform all other functions as may from time to time be assigned by the Executive Director. The Senior Vice President and Counsel shall also act as Secretary of the meetings of the Corporation and record all votes and proceedings in a journal.

Section 11. The President of the Office of Finance and Development. The President of the Office of Finance and Development shall perform such duties and functions incident to such position and office and shall perform all other functions as may be assigned by the Executive Director.

Section 12. The President of the Office of Community Renewal. The President of the Office of Community Renewal shall perform such duties and functions incident to such position and office and shall perform all other functions as may be assigned by the Executive Director.

Section 13. The President of the Office of Housing Preservation, The President of the Office of Housing Preservation shall perform such duties and functions incident to such position and office and shall perform all other functions as may be assigned by the Executive Director.

Section 14. The President of the Office of Professional Services. The President of the Office of Professional Services shall perform such duties and functions incident to such position and office and shall perform all other functions as may be assigned by the Executive Director.

Section 15. Officers Holding Two or More Offices. Any two or more offices may be held by the same person, except as otherwise provided by law. No officer shall execute or verify any instrument in more than one capacity if such instrument be required by law or otherwise to be executed or verified by any two or more officers.

Section 16. Compensation of Officers. Other than the Chairperson and Vice-Chairperson who shall be entitled to reimbursement for expenses and a per diem allowance as provided by law, no officer of the Corporation shall receive any additional compensation for services rendered to

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -3- the Corporation, but such compensation shall be governed by the terms and conditions of the appointment of such officers as officers of the New York State Housing Finance Agency, of New York State Division of Housing and Community Renewal, or of the New York State Housing Trust Fund Corporation.

Section 17. Contract with New York State Housing Finance Agency. Subject to the approval of the New York State Director of the Budget, the Corporation shall enter into a contract with the New York State Housing Finance Agency, as provided by law, to render all services necessary for the premises, personnel, officers and personal property of the New York State Housing Finance Agency and to pay the reasonable costs thereof.

Section 18. Additional Personnel. The Corporation may from time to time employ such personnel as it may deem necessary to exercise its powers, duties and functions as prescribed by law. The selection and compensation of such personnel shall be determined by the Corporation subject to the laws of the State of New York. For purposes of any resolution of the Corporation employees of the New York State Housing Finance Agency rendering services to the Corporation shall be deemed to be employees of the Corporation serving in the same title as the title in which they serve the New York State Housing Finance Agency.

Section 19. Execution of Corporation Documents and Authorization of Payments. Except where otherwise specifically provided by resolution of the Corporation, for the purpose of executing any document on behalf of the Corporation, other than notes or bonds of the Corporation or a mortgage securing an obligation to the Corporation, the following Senior Officers shall be deemed Authorized Signatories: the Executive Director; the Executive Deputy Commissioner and Senior Vice President and Chief Operating Officer; the Executive Deputy Commissioner and Senior Vice President of Housing Development; the Senior Vice President and Chief Financial Officer; the Senior Vice President and Counsel; the Senior Vice President and Chief of Staff; the President of the Office of Finance and Development; and the Senior Vice President and Director of the Mortgage Insurance Fund. Each Authorized Signatory may designate any Senior Vice President or Vice President or, with the approval of the Executive Director, any other employee of the Corporation as a deputy who shall be deemed to be that Authorized Signatory for such purpose. Such designation shall be in writing and filed with the Senior Vice President and Counsel. In any case where two Authorized Signatories must act, only one of them may be a designated deputy, and the other must not be the Authorized Signatory who designated that deputy.

Except as otherwise provided by resolution of the Corporation, either the Executive Director or any two Authorized Signatories shall make final certification and payment of all duly authenticated and authorized items of expenditures for payment from any Corporation funds from whatever source derived, and, whenever the Chairperson is required to sign vouchers, requisitions and other instruments made by the Corporation, either the Executive Director or any two Authorized Signatories shall approve the same for submission to the Chairperson for signature.

Except as otherwise provided by resolution of the Corporation, any expenditure involving an estimated amount of one hundred thousand dollars ($100,000) or more shall be authorized prior

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -4- to its approval by no less than four Members; except that expenditures in excess of one hundred thousand dollars ($100,000) for printing and engraving related to the sale of the Corporation’s bonds and notes may be approved by either the Executive Director or any two Authorized Signatories when the Members have adopted a bond or note resolution; and expenditures involving an estimated amount of less than one hundred thousand dollars ($100,000) may be approved by either the Executive Director or any two Authorized Signatories.

Section 20. Attestation of Execution of Notes and Bonds. For the purpose of attesting the execution of notes and bonds issued by the Corporation, the Executive Director may designate such persons as he or she may deem appropriate who shall be deemed to be Senior Vice Presidents for such purpose.

Section 21. Execution of Documents. An officer authorized to execute documents on behalf of the Corporation may delegate that authority to any employee of the Corporation, with the approval of the Executive Director or the Chairperson. No such approval is necessary if the delegating officer is the Executive Director or the Chairperson.

Section 22. Continuation of Authority. Any resolution referring to a Deputy Director, First Deputy Director, an Assistant Director, Chief Operating Officer, Chief Financial Officer or a Counsel shall be deemed to refer, in addition thereto, to the Senior Vice President, the Senior Vice President and Chief Operating Officer, the Senior Vice President and Chief Financial Officer or the Senior Vice President and Counsel. Any resolution referring to officer(s) shall be deemed to refer only to Senior Officer(s), unless such resolution is approved after September 7, 1993 and specifically provides otherwise, and any reference in any resolution approved on or before September 7, 1993 to Vice President(s) shall be deemed a reference to Senior Vice President(s).

Section 234. Custody of Seal. The Senior Vice President and Counsel shall keep the seal of the Corporation in safe custody. Each officer of the Corporation and any attorney in the regular employ of the Corporation is empowered to affix the seal to all documents executed by the Corporation.

ARTICLE III - MEETINGS

Section 1. Annual Meeting. The Annual Meeting of the Corporation shall be held on the third (3rd) Tuesday of November of each year at a place and time designated by the Chairperson or such earlier or later day in such fiscal year as the Chairperson of the Corporation may determine.

Section 2. Meetings. The Chairperson of the Corporation may, when he or she deems it expedient, and shall, upon the request of two Members of the Corporation, call a meeting of the Corporation. The call for a meeting, specifying the time and place of the meeting, shall be delivered to each Member of the Corporation at least two days prior to the date of such special meeting. For each Member, the call shall be delivered in person or mailed to the business or home address of such Member, e-mailed to an address provided by such Member, or sent by facsimile

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -5- transmission to a telephone number provided by such Member. At such meetings any and all matters may be considered and acted upon by the Members of the Corporation present, whether or not such matters were specified in the call, provided, however, that no matter requiring board action will be considered unless there shall have been received by each Member so requesting at the Member's designated address, in advance of such meeting, written notice of a proposed resolution, and such other written material as the Executive Director, or other proponent of the resolution, deems appropriate. At the request of the Chairperson, Members may, by unanimous consent of those Members present, agree to consider a resolution which shall not have been so received. Notwithstanding the foregoing, no resolution adopted by vote of a majority of Members then in office shall be invalid for failure to give proper notice.

Section 3. Quorum. At all the meetings of the Corporation four of the Members of the Corporation shall constitute a quorum for the purpose of transacting business; provided that a smaller number may meet and adjourn to some other time and place or until a quorum shall be present.

Section 4. Order of Business. At every meeting of the Corporation, the order of business and all other matters or procedure may be determined by the person presiding at the meeting.

Section 5. Resolutions to Be in Writing. All resolutions presented to the Corporation shall be in writing, on paper or in electronic form, and, upon the same becoming effective, shall be copied in or attached to a journal of the proceedings of the Corporation.

Section 6. Meetings held by Video Conference. Meetings may be held by video conference when requested by a Member prior to the time public notice of the meeting is given. The public must have access to all sites participating in a video conference. Notice of meetings using video conferencing must announce its use, identify all sites and state that the public has a right to attend the meeting at any of the sites.

Section 7. Approval of Resolutions without Meeting. Resolutions which the Chairperson desires to be considered by the Members of the Corporation without holding a meeting thereon may be delivered in person or mailed to the business or home address of each Member, and, upon the written approval of such resolutions by four or more of the Members, the same shall become effective as if introduced and passed at a meeting of the Members duly called and held.

Section 8. Certification of Resolutions. Each Member of the Corporation and each officer of the Corporation is authorized to certify, when required, the records, proceedings, documents and resolutions of the Corporation and to affix the seal of the Corporation to all contracts, documents and instruments to be executed by the Corporation.

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -6- ARTICLE IV - FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of the Corporation shall commence April first of each calendar year and conclude March thirty-first of the following calendar year.

ARTICLE V - AMENDMENTS

Section 1. The bylaws may be amended by resolution duly adopted at any meeting, provided that notice of intention to present such resolution shall be given at least five days in advance of the meeting at which the motion to adopt such resolution is made. Such notice may be given by any manner. Such notice may be given in writing, mailed to the business or home address of all Members or delivered to all Members, or in the alternative, such notice may be given orally at any meeting, in which event such notice shall be noted in the minutes of the meeting at which it is given. Advance notice of motions to amend motions to amend the bylaws need not be given.

ARTICLE VI - SUSPENSION OF BYLAWS

Section 1. Any and all of the provisions of the bylaws may be suspended by unanimous consent of the Members constituting a quorum present at any meeting of the Corporation.

ARTICLE VII - COMMITTEES

Section 1. The Corporation shall have a standing Audit Committee and a standing Governance Committee together with such other standing or special Committees of the Corporation as may at any time be created under this Article. The Chairperson shall be, ex-officio, a member of all standing Committees and may be a member of any special Committee. Members shall be appointed to or removed from the Corporation's Committees by the Chairperson except that, if the Chairperson does not act to appoint members to the standing Audit Committee and a standing Governance Committee the members of such Committees shall, respectively, be the members of the standing Audit Committee and standing Governance Committee of the New York State Housing Finance Agency. The Chairperson shall be the Chair of each Committee unless the Chairperson appoints a Member other than himself. The Chairperson shall file with the Secretary a letter evidencing such appointments or removals. A Committee meeting in the absence of its Chair may appoint a temporary Chair for such meeting. The Secretary of the Corporation shall be the Secretary of the Committee unless a Committee designates otherwise.

Section 2. Standing Committees shall consist of three or more independent Members of the Corporation, who shall constitute a majority on the committee, and who shall possess the

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -7- necessary skills to understand the duties and functions of the committee. Any standing Committees in addition to the Audit Committee and the Governance Committee shall be created by resolution of the Corporation. Each standing Committee, respectively, shall have the authority of the Corporation, to the extent provided by resolution of the Corporation.

Section 3. Special Committees shall consist of Members of the Corporation and may be created by resolution of the Corporation or by the Chairperson.

Section 4. The Audit Committee shall assist and make recommendations to the Members of the Board in (a) the hiring of a certified independent accounting firm for the Corporation; (b) the establishment of compensation to be paid to the accounting firm; (c) the direct oversight of the performance of the independent audit performed by the accounting firm hired for such purposes; (d) review of the annual audited report; (e) monitoring of internal accounting controls; (f) review of internal audit functions; and (g) oversight of the Corporation’s compliance with applicable legal and regulatory requirements. Members of the Audit Committee shall be familiar with corporate financial and accounting practices.

Section 5. The Governance Committee shall assist and make recommendations to the Members of the Board on (a) the current best governance practices and corporate governance trends, (b) potential updates to the Corporation’s corporate governance principles, (c) the skills and experiences required of potential Board Members, (d) the examination of ethical and conflict of interest issues, (e) the performance of board self-evaluations, and (f) the adoption of bylaws which include rules and procedures for conduct of Board Members. The Governance Committee, on behalf of the Members of the Board, shall have the authority, in its discretion, to approve procurement contracts that exceed one year in duration or $100,000 in amount, and to annually review procurement contracts that exceed one year in duration.

Section 6. The responsibilities of the Audit Committee and the Governance Committee and any other standing Committee shall be set forth, respectively, in charters adopted by resolution of the Corporation. The Audit Committee and the Governance Committee are expected to coordinate with the standing Audit Committee and standing Governance Committee of the New York State Housing Finance Agency and the Audit Committee and the Governance Committee may, respectively, defer to, and rely upon actions of the standing Audit Committee and standing Governance Committee of the New York State Housing Finance Agency including having actions taken by such committees stand as and be incorporated as actions of their own. The purpose and responsibilities of any special Committees shall be established either by resolution of the Corporation or by the Chairperson. Within the charters establishing them, Committees shall fix their own rules of procedure and shall meet where and as provided by the Chair of the Committee or such rules or resolution of the Committee.

Section 7. Committee Quorum Requirements. Where a Standing or Special Committee has an even number of currently serving committee members, then 50% of the total number of the members of such Committee shall constitute a quorum for the transaction of business. Where a Standing or Special Committee has an odd number of currently serving Committee members, then

F:\LEGAL\LV\2015\BylawsAmendedSeptember2015\Bylaws AHC final_September 2015.docx -8- a majority (i.e. more than one-half) of all of the members of such committee shall constitute a quorum for the transaction of business.

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AHC

Evaluation of Board Performance NEW YORK STATE HOUSING FINANCE AGENCY STATE OF NEW YORK MORTGAGE AGENCY NEW YORK STATE AFFORDABLE HOUSING CORPORATION STATE OF NEW YORK MUNICIPAL BOND BANK AGENCY TOBACCO SETTLEMENT FINANCING CORPORATION EVALUATION OF BOARD PERFORMANCE

The first Board Evaluations were approved by the Boards at their December 9, 2010 meetings. Board members were provided with self-evaluation forms, modeled on the form provided by the Authorities Budget Office (“ABO”) and revised by staff to take into account comments made by Board members as part of the first evaluation. Staff received the completed self-evaluation forms from the Members and Directors and submitted an analysis of the findings to the Governance Committees for their review. The Agencies’ Governance Committees adopted a resolution approving the self-evaluation in advance of the January 30, 2020 Members’ and Directors’ meetings. The Members and Directors adopted a resolution, reflecting the Governance Committees’ approval of the self evaluation.

This year’s assessment shows a high degree of unanimity among Board members “agreeing” that the various criteria by which Board performance is judged are satisfied. All the responses either “Agreed” or “Somewhat Agreed” that Board members satisfied each of criteria listed in the form. Only two questions elicited more than one “Somewhat Agreed” response.

This is a good indicator that the Boards, as a whole, are satisfied with the way their fellow Board members are approaching their tasks as Board members.

Below is a summary of the results of the evaluation of Board Performance.

Confidential Evaluation of Board Performance

Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the mission and purpose of the Agencies. 5 The policies, practices and decisions of the Board are consistent with this mission. 5 Board members comprehend their role and fiduciary responsibilities and hold themselves and each other to these principles. 5 The Board has adopted policies, by-laws, and practices for the effective governance, management and operations of the Agencies and reviews these as appropriate and required. 5

The Board sets clear and measurable performance goals for the Agencies that contribute to accomplishing their mission. 4 1 The decisions made by Board members are arrived at through independent judgment and deliberation, free of political influence, pressure or self-interest. 4 1 Individual Board members communicate effectively with executive staff so as to be well informed on the status of all important issues. 3 2 Board members are knowledgeable about the Agencies’ programs, financial statements, reporting requirements, and other transactions. 5 The Board has delegated to staff the responsibility to prepare external documents and reports and is confident that the Agencies have procedures in place so that the information being presented is accurate and complete. 5 The Board knows the statutory obligations of the Agencies 5 Board and committee meetings facilitate open, deliberate and thorough discussion, and the active participation of members. 5 Board members have sufficient opportunity to research, discuss, question and prepare before decisions are made and votes taken. 4 1 Individual Board members feel empowered to delay votes, defer agenda items, or table actions if they feel additional information or discussion is required. 5 The Board exercises appropriate oversight of the CEO and other executive staff. 5 The Board has identified the areas of most risk to the Agencies and works with management to implement risk mitigation strategies before problems occur. 3 2 Board members demonstrate leadership and vision and work respectfully with each other. 5

AHC

Board Members and Committee Structure and Members AFFORDABLE HOUSING CORPORATION MEMBERS

Members Date Appointed Term Expires

Kenneth G. Adams June 20, 2017 January 21, 2018 Chairman Governor Appointed

Robert Mujica January 14, 2016 Ex-Officio Director, New York State Division of the Budget

Joyce L. Miller June 19, 2013 January 1, 2015 Governor Appointed

RuthAnne Visnauskas February 17, 2017 Ex-Officio Commissioner, New York State Division of Housing and Community Renewal

Michael R. Schmidt January 14, 2019 Ex-Officio Commissioner of Taxation and Finance of the State of New York

Governor Appointee Vacant Four (4) years from date of Appointment

Updated 5/29/2020 AFFORDABLE HOUSING AUDIT COMMITTEE

Members Date Appointed Term Expires

Kenneth G. Adams June 20, 2017 January 21, 2018 Chairman Governor Appointed

Committee Chairman Governor Appointee Vacant

Robert Mujica January 14, 2016 Ex-Officio Director, New York State Division of the Budget

Michael R. Schmidt January 14, 2019 Ex-Officio Commissioner of Taxation and Finance of the State of New York

Updated 5/29/2020 AFFORDABLE HOUSING GOVERNANCE COMMITTEE

Members Date Appointed Term Expires

Kenneth G. Adams June 20, 2017 January 21, 2018 Chairman Governor Appointed

Committee Chairman Governor Appointee Vacant

Robert Mujica January 14, 2016 Ex-Officio Director, New York State Division of the Budget

RuthAnne Visnauskas February 17, 2017 Ex-Officio Commissioner, New York State Division of Housing and Community Renewal

Updated 5/29/2020

AHC

Number of Employees Number of AHC employees as of 03/31/2020: 96

A RESOLUTION OF THE NEW YORK STATE AFFORDABLE HOUSING CORPORATION ACCEPTING A FILING UNDER THE PUBLIC AUTHORITIES REPORTING INFORMATION SYSTEM

WHEREAS, in order to implement separate reporting requirements found in the Public Authorities Accountability Act of 2005, as amended (the “Act”) and in Regulations of the State Comptroller found in Sections 201, 203 and 204 of Title 2 of the NYCRR (the “Comptroller Regulations”), the Comptroller’s Office and the Authority Budget Office, the agency that oversees compliance with the Act, have created a Public Authorities Reporting Information System (“PARIS”) that requires public authorities to comply with the reporting requirements of the Act and the Comptroller Regulations by inputting the information using the PARIS on-line reporting system; and

WHEREAS, the Act requires that public authorities prepare annual reports within ninety (90) days of the end of their fiscal years to provide systematic information regarding their status and activities and the Comptroller Regulations similarly require that public authorities report to the State Comptroller on various aspects of their operations; and

WHEREAS, by June 29, 2020, the New York State Affordable Housing Corporation (“Corporation”) will file its annual report under PARIS for the fiscal year ending March 31, 2020; and

WHEREAS, the provisions of PARIS require that the information filed by the Corporation, as part of its annual report filing, be presented to and approved by the Corporation’s Members; now therefore, be it

RESOLVED, by the Members of the Corporation as follows:

Section 1. The information presented to the Corporation’s Members in connection with the annual report filing of the Corporation, under the PARIS filing system, to satisfy the requirements of the Act, the Comptroller Regulations, and Section 2800 of the Public Authorities Law is hereby reviewed and accepted.

Section 2. This resolution shall take effect immediately.