RESOLUTION NO. _____________

BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA

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RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SAN MATEO APPROVING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE PURPOSE OF FINANCING THE ACQUISITION AND REHABILITATION OF THE HALLMARK HOUSE APARTMENTS

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RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that

WHEREAS, the California Statewide Communities Development Authority (the "Authority") is authorized by the laws of the State of California (the "Law") to execute and deliver multifamily housing revenue obligations for the purpose of financing the acquisition, rehabilitation and development of multifamily residential rental facilities located within the area of operation of the Authority which are to be occupied, in part, by very low and low income tenants; and

WHEREAS, KDF Hallmark, L.P., a California limited partnership (collectively, with any related entity, the "Borrower") has requested the Authority to issue and deliver multifamily housing revenue obligations in the anticipated principal amount of not to exceed $10,000,000 (the "Obligations"), the proceeds of which shall be used for the purpose of financing the acquisition and rehabilitation of a 71-unit multifamily residential rental facility to be commonly known as the Hallmark House Apartments which is located at 531 Woodside Road in the City of Redwood City, California (the "Project"); and

WHEREAS, the Obligations to be issued and delivered to finance the acquisition and rehabilitation of the Project will be considered "qualified exempt facility bonds" under Section 142 (a) of the Internal revenue Code of 1986, as amended (the "Code"), and Section 147(f) of the Code requires that the "applicable elected representative" with respect to the Project hold a public hearing on the issuance and delivery of the Obligations; and

WHEREAS, the Board of Supervisors of the County of San Mateo as the "applicable elected representatives" to hold said public hearing, has held said public hearing at which all those interest in speaking with respect to the financing of the Project were heard.

NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the Board of Supervisors, as follows:

Section 1. This Board hereby finds and determines that the foregoing recitals are true and correct.

Section 2. This Board hereby approves the financing of the Project by the Authority with the proceeds of the Obligations.

Section 3. The issuance and delivery of the Obligations shall be subject to the approval of and execution by the Authority of all financing documents relating thereto to which the Authority is a party and subject to the sale of the Obligations by the Authority.

Section 4. The adoption of this Resolution is solely for the purpose of meeting the requirements of the provisions of the Internal Revenue Code of 1986, as amended, and shall not be construed in any other manner, with neither the County nor its staff having fully reviewed or considered the financial feasibility of the Project or the expected operation of the Project with regards to any State of California statutory requirements, and such adoption shall not obligate, without further formal action to be taken by this Board, including, but not limited to, the approval of the financing documents by this Board by resolution, (i) the County to provide financing to the Borrower for the acquisition, rehabilitation and development of the Project or to issue the Obligations for purposes of such financing; or (ii) the County, or any department of the County, to approve any application or request for, or take any other action in connection with, any environmental, General Plan, zoning or any other permit or other action necessary for the acquisition, rehabilitation, development or operation of the Project.

Section 5. The Clerk of the Board shall forward a certified copy of this Resolution and a copy of the affidavit of publication of the public hearing notice to: Thomas A. Downey, Jones Hall, A Professional Law Corporation, 650 California Street, 18^th Floor, San Francisco, California 94108

Section 6. This resolution shall take effect upon its adoption.

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