MIDDLE INCOME HOUSING AUTHORITY

MEETING MINUTES

September 22, 2023

9:00 a.m. – 11:00 a.m.

MEETING DATE 

September 22, 2023

Zoom

MEETING PARTICIPANTS 

A. Board Members

Mike Johnson, Thomas Bryan, Tamara Pogue, Alison George, Carl Koelbel, Dominique Acevedo, Chad Asarch, Darren Everett, Stephanie Gonzales, Senator Jeff Bridges.

B. Guests

C. Staff

Hilary Cooper, Jeff Kraft, Matt Gorenc, Cory Kalanick, Luke O’Keefe.

A. Approval of Minutes

George moves, Pogue seconds. Minutes approved unanimously.

B. Meeting Called to Order

Johnson called the meeting to order. Quorum was confirmed.

C. Board Business

Financial Advisor RFP Evaluation

Gorenc presented findings from the RFP evaluation spreadsheet provided to board members, and staff put forward the top three firms: CSG, Hilltop Securities, and Sierra Consulting.

Cooper mentioned that there has been lots of interest from developers to meet with the financial advisor and that the board should determine how best to move forward and if this is appropriate.

Johnson said he thoroughly reviewed the applications and recommends we move forward with the top three listed in the meeting.

Koelbel mentioned that the compensation structure of some of the firms would require developers to pay 2x the fees, and these fees will get passed on to the project. He also mentioned he hopes the financial advisor is able to the appropriate reserves and how MIHA can keep the lights on while we go through the underwriting process.

Cooper stated that there is the opportunity to negotiate rates. Since MIHA is a public service, there is that ability, and it may cause one firm to rise to the top based on negotiations.

Bryan stated that the fee structure of the top three firms is appropriate for the work we want them to do.

Bridges asked Bryan how CHFA handles financial advisory work.

Bryan responded that CHFA uses a financial advisor to structure deals, run cash flows on debt issuance, and all fees are part of the cost of issuance.

Kalanick added that SECFA has worked with a financial advisor, and the fees are similar to what the candidates have put forward. The fee structure recognizes that MIHA has limited resources and rolls fees into bond issuance as a result. We need to decide how full-service we would like the financial advisors to be.

George added that the board and staff should collaborate on creating questions for the financial advisor interviews and follow-up questions for the financial advisor should be vetted by the board prior to interviews being conducted.

Cooper inquired how the board would like to move forward–whether that means creating a smaller committee to do the selection interviews with staff.

Kalanick stated that the interviews will be open meetings unless explicitly asked by candidates for executive session.

Johnson suggested the board pick a day to interview all candidates and then a committee can make a recommendation to the larger board, who will then ratify the decision.

Kalanick said the bylaws permit this to happen, and to create a special committee, it requires a majority vote.

Pogue motioned to form a special hiring committee to select a financial advisor, Everett seconded. The board unanimously approved the motion.

The hiring committee will consist of: Johnson, LiFari, Koelbel, Bryan, Kalanick, Kraft, Cooper, Gorenc.

Cooper stated that staff will reach out to the committee and financial advisor firms and will schedule interviews. The interviews will be 45 minutes and the committee will have 15 minutes of discussion afterwards.

Bond Counsel and Owner’s Rep

Cooper stated that there has been a lot of discussion on other counsel, and many questions from interested parties. She mentioned that the Frisco project is moving along on schedule and the developers have reduced construction costs to make the project more favorable.

Koelbel mentioned that MIHA may want to bring on real estate counsel as well, as there will be a suite of documents to work through, such as a change of title and others.

Kalanick offered that Sherman & Howard has real estate attorneys who can be of assistance to MIHA.

Cooper recommended that MIHA get a proposal from Sherman & Howard for bond and real estate counsel.

Pogue recommended that it could be helpful for NHP Foundation to give a presentation to MIHA at the next board meeting since they are structured differently as a nonprofit developer.

Pogue moved to authorize staff to contract with Sherman & Howard for bond counsel and real estate advice. George seconded. The board unanimously approved the motion.

Future Meeting Cadence

Gorenc presented the staff recommendation for future meeting cadences.

Cooper solicited board feedback on dates, and it was decided that we will schedule quarterly meetings with the ability to add more if necessary. The next regularly scheduled board meetings will occur: November 17, 2023; February 16, 2024; and April 19, 2024.

Board Responsibilities, Policies, and Procedures

Cooper presented the working document, mentioned there was no need for a full discussion, but that more info would be coming regarding these policies.

Local Government Communication

Gorenc presented the dates of each communication and updated the board on local government statuses.

Cooper mentioned that Longmont City Council will vote on the HUB on Main project. Since the City has an Inclusive Housing Ordinance, it is authorized to impose special restrictions on the project. She mentioned there may be some concern around the AMIs working for this project, given they are close to market rate in the area.

Senator Bridges stated that if rates are near market, that is not the intent of MIHA, and that this will serve as a very interesting data point. He mentioned that municipalities are able to impose their inclusive housing ordinance per the language in the bill.

Timeline For Future Submission

Cooper mentioned that there is a great deal of interest in MIHA, with lots of questions. The plan is to work with the financial advisor to create a timeline for future submissions.

Cooper also presented the updated project timelines for the six conditional awardees, and mentioned that we probably are not ready to re-open for submissions until early 2024.

Senator Bridges said that housing is a top conversation in the legislature, and he encourages forward movement on reopening the application process.

Johnson and Pogue also stated that they agree with a 2024 submission.

Communications Strategy

Cooper presented staff plans to update websites and mentioned the plan to create communications strategy around each project one-at-a-time.

Executive Order D 2023 014

Cooper presented the executive order, solicited feedback from the board about how they wish to proceed and incorporate this into future projects.

Pogue said these are great goals and that there should be a larger discussion at the next meeting regarding these.

Johnson said we probably cannot incorporate these goals into the current projects but these will probably result in a few questions in the next application round.

Cooper said staff will present more on how to incorporate these goals at the next board meeting.

OEDIT Board Seat Appointment

Cooper said Executive Director Lieberman will be vetting candidates for the vacant OEDIT appointment board seat.

Annual Report

Gorenc and Cooper reported on the various dates and deadlines of the reports due to the legislature.

With all items discussed, the meeting was adjourned.