March 10, 2016 Silvercrest, Inc., Meeting Packet

Transcription

NOTICE OF SPECIAL MEETING
Thursday March 10, 2016
5:00 p.m.
BOARD OF DIRECTORS OF SILVERCREST, INC.
Date:
March 8, 2016
To:
Stacy Sablan, Chair
Adrian Jones, Vice Chair
Rueben Scott, Director
Reneeta Anthony, Director
Tracewell Hanrahan, Treasurer
From:
Preston Prince, Secretary/Director
Subject:
Notice of Special Board Meeting
NOTICE IS HEREBY GIVEN that a meeting of the Board of Directors of Silvercrest, Inc., will
be held at 5:00 p.m. on Thursday, March 10, 2016 (subsequent to the meeting of the Boards of
the Fresno Housing Authority), in the Board Room of the Fresno Housing Authority Offices.
AGENDA
1.
Call to Order
2.
Approval of the Agenda
3.
Consideration of the Partnership Agreement – Shockley Terrace
2
4.
Consideration of the Partnership Agreement – Lowell Neighborhood
22
Project
5.
Adjournment
___________________________________
Preston Prince, Secretary/Director
MEMORANDUM – Silvercrest, Inc.
To:
The Board of Directors of Silvercrest, Inc.
From:
Preston Prince
Secretary/Director
Date: March 8, 2016
Board Meeting: March 10, 2016
Subject:
Agenda Item: 3
Shockley Terrace
On or about March 17, 2016, Silvercrest, Inc. (the “Corporation”), as the Managing General
Partner of Shockley Terrace, LP (the “Partnership”), a California Limited Partnership, along
with Shockley Terrace AGP, LLC whose sole member is the Housing Authority of Fresno
County, California, will close on the financing of the acquisition and construction of a forty-eight
(48) unit affordable rental housing project, to be generally known as Shockley Terrace (the
“Project”), 1445 Peach Street, Selma, CA;
The Partnership will also admit as a limited partners US Bancorp Community Development
Corporation, (collectively the “Investor Limited Partner”);
Within the Project, forty-eight (48) of the units will have been developed, in part, with equity
provided by the syndication of federal low income housing tax credits and one (1) will be an
unrestricted manager’s unit.
The Project entails various sources of financing available to the Partnership during the
construction and permanent periods (the “Project Financing”) including the following estimated
amounts:
Total construction financing will be $16,081,881, from the sources listed in Table 1.
Table 1: Construction Sources of Finance
Source
Amount
Construction Loan
$10,071,123
Fresno County HOME loan
Costs Deferred until perm
financing
Capital Contribution
HAFC Seller Finance
HAFC Capital Funds Loan
HRFC Loan
Deferred/accrued interest
Deferred Developer Fee
$700,000
$886,876
$1,200,000
$1,150,000
$1,010,257
$633,613
$179,913
$250,000
GP Contribution
$100
Total permanent financing will be $16,081,881, from the sources listed in Table 2.
Table 2: Permanent Sources of Finance
Source
Amount
Investor Equity
$12,157,998
Fresno County HOME loan
$700,000
HAFC Seller Finance
$1,150,000
HAFC Capital Funds Loan
$1,010,257
HRFC Loan
$633,613
Deferred/accrued interest
$179,913
$250,000
GP Contribution
$100
To undertake the Project Financing, the Corporation will also be required to take certain other
actions, including causing the Partnership to assume obligations under certain contracts
previously executed by the Authority in connection with the Project.
These actions require that the Board of Directors of the Corporation adopt resolutions that
provide for a list of significant actions, as follows:
1. Authorize the Corporation to carry out its role as the Managing General Partner in
connection with the Project;
2. Authorize certain officers including Preston Prince, Secretary/Director, or Tracewell
Hanrahan, Treasurer, or their designee to execute documents necessary to implement the
Project Financing on behalf of the Corporation, in its own capacity or as the Managing
General Partner of the Partnership or the Partnership;
3. Authorize the borrowing by the Partnership of the loans comprising the Project
Financing;
4. Approve the withdrawal of the Authority as the administrative general partner and the
admission into the Partnership of the Administrative General Partner and Limited
Partners;
5. Authorize the Managing General Partner and/or the Partnership at closing to execute,
deliver and file all necessary documents and take all necessary actions in connection with
the development of the Project;
6. Authorize the Partnership to purchase the property at closing pursuant to the Purchase
and Sale Agreement at closing, and take fee simple title to the land on which the Project
will be located, together with the improvements thereon; and
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7. Provide for other matters related thereto.
RECOMMENDATION:
It is recommended that the Board of Directors of Silvercrest, Inc. adopt the attached resolutions,
reviewed and prepared by our affordable housing finance counsel, Ballard Spahr LLP, and as
required by our equity and lending partners, in order to finalize the closing of the Project on or
about March 17, 2016.
Attachments: Exhibit A – Organizational Chart
Exhibit B – Site Plan
Exhibit C – Development Pro Forma
Exhibit D – Operating Budget
Exhibit E – 15-Year Projections
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BEFORE THE BOARD OF SILVERCREST, INC.
RESOLUTION NO. ____
A R E SOL UT I ON AUT H OR I Z I NG T H E E X E C UT I ON A ND DE L I V E R Y OF
DOC UM E NT S, T H E A DM I SSI ON OF C E R T A I N PA R T NE R S T O SH OC K L E Y
T E R R A C E , L P (“ PA R T NE R SH I P” ) A ND T H E E X E C UT I ON OF SUC H DOC UM E NT S
T O I M PL E M E NT PR OJ E C T F I NA NC I NG B Y T H E H OUSI NG A UT H OR I T Y O F
F R E SNO C OUNT Y , C A L I F OR NI A ON I T S OW N B E H A L F A ND I N I T S C A PA C I T Y
A S T H E M A NA G I NG G E NE R A L PA R T NE R OF T H E PA R T NE R SH I P, I N
C ONNE C T I ON W I T H T H E F I NA NC I NG , DE V E L OPM E NT A ND OPE R A T I ON O F
T H E SH OC K L E Y T E R R A C E PR OJ E C T , A ND PR OV I DI NG F O R OT H E R M A T T E R S
R E L A T E D T H E R E T O.
At a duly constituted meeting of the Board of Directors of Silvercrest, Inc., a California nonprofit
public benefit corporation (the “Corporation”) held on March 10, 2016 the following
resolutions were adopted:
WHEREAS, the Corporation, along with the Housing Authority of Fresno County, California
(the “Authority”) through its instrumentality Shockley Terrace AGP, LLC, filed a certificate of
limited partnership with the California Secretary of State on September 24, 2015, pursuant to
which Shockley Terrace, LP was created as a California limited partnership (the “Partnership”),
and further pursuant to which the Corporation entered the Partnership as the managing general
partner; and
WHEREAS, the Partnership was formed to redevelop, own and operate a forty-eight (48) unit
affordable housing project, forty-seven (47) units of which shall be low-income housing tax
credit units and one (1) unit of which shall be a manager’s unit, located at 1445 Peach Street,
Selma, California (also addressed as 2132 Locust Street, Selma, CA) and known as “Shockley
Terrace” (collectively, the “Project”); and
WHEREAS, the U.S. Department of Housing and Urban Development (“HUD”) has authorized
the Authority’s participation in its Rental Assistance Demonstration Program (“RAD”) program
and the conversion of certain developments from public housing to Section 8 project-based rental
assistance. In accordance with the RAD program requirements, the Project will be subject to
certain long-term affordability restrictions imposed by HUD which shall be superior to all other
financing documents; and
WHEREAS, Shockley Terrace AGP, LLC, as administrative general partner (the
“Administrative General Partner”); the Corporation, as managing general partner (the
“Managing General Partner”); U.S. Bancorp Community Development Corporation, as “State
Credit Partner” and U.S. Bancorp Community Development Corporation, as the “Limited
Partner,” together with the State Credit Partner, the “Investor Limited Partners”, will enter into
an amended and restated agreement of limited partnership for the Partnership; and
WHEREAS, the Partnership will finance the cost of acquiring and rehabilitating the Project with
numerous sources of funds, projected to include an estimated equity investment of $12,157,998
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Fresno – Shockley Terrace – Silvercrest Resolutions
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from the Investor Limited Partners eligible to benefit from federal low-income housing tax
credits allocated to the Project under Section 42 of the Internal Revenue Code and State of
California low-income housing tax credits; construction loan proceeds in an estimated amount of
$10,071,123 from U.S. Bank National Association (“USBNA”); seller-financed loan proceeds in
an estimated amount of $1,150,000 from the Authority, as seller (“HAFC Seller Loan”);
construction/permanent County of Fresno HOME loan proceeds in an estimated amount of
$700,000 from the County of Fresno, California (“County HOME Loan”);
construction/permanent capital funds loan proceeds in an estimated amount of $1,010,257 from
the Authority (“HAFC Capital Funds Loan”); and construction/permanent loan proceeds in an
estimated amount of $633,613 from the Housing Relinquished Fund Corporation (“HRFC
Loan”); (collectively, the “Project Financing”); and
WHEREAS, it is anticipated the Project will be developed and maintained as long-term
affordable rental housing with proceeds from the Project Financing; and
WHEREAS, the Corporation wishes to ratify all actions of the Corporation and its officers prior
to the date hereof and consistent with the terms of this resolution and to authorize such actions
subsequent to the date hereof;
NOW, THEREFORE, BE IT RESOLVED:
1.
Management Services. The Secretary, Preston Prince, Treasurer, Tracewell Hanrahan,
President, Vice President and/or their respective designees (each an “Authorized Officer” and
collectively, “Authorized Officers”) and each of them acting alone on behalf of the Corporation
or in its capacity or as the Managing General Partner, are authorized and directed to take all
actions and execute all documents necessary for the Managing General Partner to carry out its
functions as managing general partner of the Partnership, including without limitation by
execution of the Amended and Restated Agreement of Limited Partnership and any amendment
thereto; provided further, than in such capacity, the Corporation is authorized and directed to
cause the Managing General Partner to approve the admission of the Limited Partners to the
Partnership.
2.
Borrowing of Funds. The Authorized Officers, and each of them acting alone, on behalf
of the Corporation are further authorized to take such actions and execute such documents as
necessary to cause the Partnership to borrow funds from USBNA, the Authority, the County of
Fresno and the Housing Relinquished Fund Corporation (“HRFC”) in an aggregate amount of
up to $16,500,000 and/or to assume such obligations related to the loan of any of the foregoing
funds. Each Authorized Officer, and each of them acting alone, is authorized on behalf of the
Corporation to decrease the principal amount of any Project Financing loan by any amount, or to
increase the principal amount of any Project Financing loan by an amount up to 10% more than
the maximum aggregate principal amount for the loans stated in this resolution.
3.
Approval of Partnership Documents. The Corporation has been presented with drafts
of the documents listed in Exhibit A under the heading “Partnership Documents” (the
“Partnership Documents”) in connection with the Partnership and the Project, which
documents are on file with the Corporation’s Secretary. The Authorized Officers, and each of
them acting alone, are authorized and directed to execute and deliver, on behalf of the
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Corporation acting on its own behalf or as the Managing General Partner, the Partnership
Documents substantially in the form on file with the Corporation; provided however, any
Authorized Officer may approve on the Corporation’s behalf any further changes to the draft
Partnership Documents, including material changes, and such Authorized Officer’s signature on
the final Partnership Documents shall be construed as the Corporation’s approval of such
changes. The Authorized Officers and each of them acting alone, are further authorized and
directed to execute and deliver, on behalf of the Corporation acting on its own behalf or as the
Managing General Partner, any other documents reasonably required to be executed by the
Corporation, the Managing General Partner or the Partnership to carry out the transactions
contemplated by the Partnership Documents.
4.
Approval of HUD Documents. The Corporation has been presented with drafts of the
documents listed in Exhibit A under the heading “HUD Documents” (the “HUD Documents”)
in connection with the Partnership and the Project, which documents are on file with the
Corporation’s Secretary. The Authorized Officers and each of them acting alone, are authorized
on behalf of the Corporation acting on its own behalf or as the Managing General Partner to
execute and deliver the HUD Documents and all documents deemed necessary to appropriate to
obtain HUD approval related to the Project, including without limitation, a use agreement in
order to maintain and operate the Project in accordance with the Section 8 project-based rental
assistance program for which the Partnership will be provided a subsidy funded with money
received from HUD pursuant to a Project-Based Section 8 Housing Assistance Payments
Contract; provided however, any Authorized Officer may approve on the Corporation’s behalf
any further changes to the draft HUD Documents, including material changes, and such
Authorized Officer’s signature on the final HUD Documents shall be construed as the
Corporation’s approval of such changes. The Authorized Officers and each of them acting alone,
are further authorized and directed to execute and deliver, on behalf of the Corporation acting on
its own behalf or as the Managing General Partner, any other documents reasonably required to
be executed by the Corporation or the Partnership to carry out the transactions contemplated by
the HUD Documents.
5.
Approval of Financing Assembly Activities. The Authorized Officers, and each of
them acting alone, are authorized on behalf of the Corporation acting on its own behalf or as the
Managing General Partner to execute, deliver and/or file (or cause to be delivered and/or filed)
all documents deemed necessary or appropriate to assemble the contemplated financing for the
Project, including without limitation, construction, permanent and third party loan applications,
tax credit applications, and any and all other documents reasonably required to (i) cause the
Limited Partners to make capital contribution(s) to the Partnership, and (ii) borrow sufficient
funds to support the Project.
6.
Approval of USBNA Loan Documents. The Corporation has been presented with
drafts of the documents listed in Exhibit A under the heading “USBNA Loan Documents” (the
“USBNA Loan Documents”) in connection with the Partnership and the Project, which
documents are on file with the Corporation’s Secretary, and pursuant to which the Partnership
will borrow a construction loan in the approximate amount of $10,071,123 from USBNA. The
Authorized Officers and each of them acting alone, are authorized and directed to execute and
deliver, on behalf of the Corporation acting on its own behalf or as the Managing General
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Partner, the USBNA Loan Documents substantially in the form on file with the Corporation;
provided however, any Authorized Officer may approve on the Corporation’s behalf any further
changes to the draft USBNA Loan Documents, including material changes, and the final amount
to be borrowed, and such Authorized Officer’s signature on the final USBNA Loan Documents
shall be construed as the Corporation’s approval of such changes and final loan amount. The
Authorized Officers and each of them acting alone, are further authorized and directed to execute
and deliver, on behalf of the Corporation acting on its own behalf or as the Managing General
Partner, any other documents reasonably required to be executed by the Corporation or the
Partnership to carry out the transactions contemplated by the USBNA Loan Documents.
7.
Approval of HAFC Seller Loan Documents. The Corporation has been presented with
drafts of the documents listed in Exhibit A under the heading “HAFC Seller Loan Documents”
(the “HAFC Seller Loan Documents”) in connection with the Partnership and the Project,
which documents are on file with the Corporation’s Secretary, and pursuant to which the
Partnership will borrow a construction/permanent loan from the Authority in the approximate
amount of $1,150,000. The Authorized Officers and each of them acting alone, are authorized
and directed to execute and deliver, on behalf of the Corporation acting on its own behalf or as
the Managing General Partner, the HAFC Seller Loan Documents substantially in the form on
file with the Corporation; provided however, any Authorized Officer may approve on the
Corporation’s behalf any further changes to the draft HAFC Seller Loan Documents, including
material changes, and the final amount to be borrowed, and such Authorized Officer’s signature
on the final HAFC Seller Loan Documents shall be construed as the Corporation’s approval of
such changes and final loan amount. The Authorized Officers and each of them acting alone, are
further authorized and directed to execute and deliver, on behalf of the Corporation acting on its
own behalf or as the Managing General Partner, any other documents reasonably required to be
executed by the Corporation or the Partnership to carry out the transactions contemplated by the
HAFC Seller Loan Documents.
8.
Approval of County HOME Loan Documents. The Corporation has been presented
with drafts of the documents listed in Exhibit A under the heading “County HOME Loan
Documents” (the “County HOME Loan Documents”) in connection with the Partnership and
the Project, which documents are on file with the Corporation’s Secretary, and pursuant to which
the Partnership will assume the borrower’s obligations for a construction/permanent loan of
HOME Investment Partnership funds in the approximate amount of $700,000 from the County of
Fresno, California. The Authorized Officers and each of them acting alone, are authorized and
Managing General Partner, the County HOME Loan Documents substantially in the form on file
with the Corporation; provided however, any Authorized Officer may approve on the
Corporation’s behalf any further changes to the draft County HOME Loan Documents, including
material changes, and the final amount to be borrowed, and such Authorized Officer’s signature
on the final County HOME Loan Documents shall be construed as the Corporation’s approval of
such changes and final loan amount. The Authorized Officers and each of them acting alone, are
further authorized and directed to execute and deliver, on behalf of the Corporation acting on its
own behalf or as the Managing General Partner, any other documents reasonably required to be
executed by the Corporation or the Partnership to carry out the transactions contemplated by the
County HOME Loan Documents.
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9.
Approval of HAFC Capital Funds Loan Documents. The Corporation has been
presented with drafts of the documents listed in Exhibit A under the heading “HAFC Capital
Funds Loan Documents” (the “HAFC Capital Funds Loan Documents”) in connection with
the Partnership and the Project, which documents are on file with the Corporation’s Secretary,
and pursuant to which the Partnership will borrow a construction/permanent loan from the
Corporation in the approximate amount of $1,010,257. The Authorized Officers and each of
Corporation acting on its own behalf or as the Managing General Partner, the HAFC Capital
Funds Loan Documents substantially in the form on file with the Corporation; provided however,
any Authorized Officer may approve on the Corporation’s behalf any further changes to the draft
HAFC Capital Funds Loan Documents, including material changes, and the final amount to be
borrowed, and such Authorized Officer’s signature on the final HAFC Capital Funds Loan
Documents shall be construed as the Corporation’s approval of such changes and final loan
amount. The Authorized Officers and each of them acting alone, are further authorized and
Corporation or the Partnership to carry out the transactions contemplated by the HAFC Capital
Funds Loan Documents.
10.
Approval of HRFC Loan Documents. The Corporation has been presented with drafts
of the documents listed in Exhibit A under the heading “HRFC Loan Documents” (the “HRFC
Loan Documents”) in connection with the Partnership and the Project, which documents are on
file with the Corporation’s Secretary, and pursuant to which the Partnership will assume the
borrower’s obligations from the Corporation for a construction/permanent loan in the
approximate amount of $633,613 from the HRFC. The Authorized Officers and each of them
acting alone, are authorized and directed to execute and deliver, on behalf of the Corporation
acting on its own behalf or as the Managing General Partner, the HRFC Loan Documents
substantially in the form on file with the Corporation; provided however, any Authorized Officer
may approve on the Corporation’s behalf any further changes to the draft HRFC Loan
Documents, including material changes, and the final amount to be borrowed, and such
Authorized Officer’s signature on the final HRFC Loan Documents shall be construed as the
Corporation’s approval of such changes and final loan amount. The Authorized Officers and
each of them acting alone, are further authorized and directed to execute and deliver, on behalf of
the Corporation acting on its own behalf or as the Managing General Partner, any other
documents reasonably required to be executed by the Corporation or the Partnership to carry out
the transactions contemplated by the HRFC Loan Documents.
11.
Approval of Acquisition Documents. The Corporation has been presented with drafts
of the documents listed in Exhibit A under the heading “Acquisition Documents” (the
“Acquisition Documents”) in connection with the purchase of certain land owned by the
Corporation on which the Project is to be built, which documents are on file with the
Corporation’s Secretary, and pursuant to which the Partnership will purchase the property for a
total price of $1,150,000. The Authorized Officers and each of them acting alone, are further
authorized and directed to execute and deliver, on behalf of the Corporation acting on its own
behalf or as the Managing General Partner, the Acquisition Documents and to purchase and take
such other actions as they deem necessary or desirable for the Partnership to acquire the
property; provided, however, any Authorized Officer may approve on the Corporation’s behalf
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any further changes to the draft Acquisition Documents, including material changes, and the
final amount to be borrowed, and such Authorized Officer’s signature on the final Acquisition
Documents shall be construed as the Corporation’s approval of such changes and final loan
amount. The Authorized Officers and each of them acting alone, are further authorized and
Corporation or the Partnership to carry out the transactions contemplated by the Acquisition
Documents.
12.
Assignments and Assumptions. The Authorized Officers, and each of them acting
alone, are authorized on behalf of the Corporation acting on its own behalf or as Managing
General Partner, to execute and deliver one or more instruments (i) causing the Partnership to
assume the Corporation’s rights under the construction contract, the architects’ contracts, and
other consultant and development contracts, as such rights pertain to the construction of the
Project and (ii) assigning to lenders and others the Partnership’s interests in such contracts as
may be required as a condition of the Project Financing.
13.
Execution of Documents. The Authorized Officers, and each of them acting alone, are
authorized on behalf of the Corporation acting on its own behalf or as the Managing General
Partner, to execute, deliver and/or file (or cause to be delivered and/or filed) any affidavits,
certificates, letters, government forms, documents, agreements and instruments that any such
Authorized Officer determines to be necessary or desirable: (i) to give effect to this resolution;
(ii) to consummate the transactions contemplated herein; and/or (iii) to further the acquisition,
rehabilitation, development, financing, construction, and leasing of the Project. Without limiting
the scope of such authorization, such documents include declarations of restrictive covenants,
various deeds, ground leases, notes, loan agreements, deeds of trust, guaranties and indemnities
and collateral assignments related to the Project Financing. Such documents may also include
without limitation lease-up and marketing agreements, partnership management services
agreements, development agreements, construction guaranty agreements, repayment guarantees,
cash pledge agreements, environmental indemnity agreements, property management
agreements, architect agreements, contractor agreements, housing assistance payment contracts,
irrevocable consents, confessions of judgment and appointments of attorneys for service of
process.
14.
Expenditures. The Corporation is authorized to expend such funds (and to cause the
Partnership to expend such funds) as are necessary to pay for all filing fees, application fees,
registration fees and other costs relating to the Project or actions authorized by this resolution.
15.
Acting Officers Authorized. Any action required by this resolution to be taken by an
Authorized Officer may, in the absence of such person, be taken by the designee of the
Authorized Officer.
16.
Execution of Obligations. The Board directs the Corporation’s President to cause the
Corporation to fulfill the Corporation’s duties and obligations under the various agreements
authorized hereby.
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17.
Ratification and Confirmation. All actions of the Corporation and its officers prior to
the date hereof and consistent with the terms of this resolution including, but not limited to the
formation of the Partnership and the Administrative General Partner, and the filing of finance
applications related to the Project Financing, are ratified and confirmed.
18.
Effective Date. This resolution shall be in full force and effect from and after its
adoption and approval.
PASSED AND ADOPTED this10th day of March, 2016.
AYES:
NAYS:
ABSTAIN:
ABSENT:
EXCISED:
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SECRETARY'S CERTIFICATE
I, the undersigned, hereby certify that the foregoing is a full, true and correct copy of the
resolutions adopted by the Board of Directors of Silvercrest, Inc. at a meeting of said Board held
on the aforementioned date, and that said Resolutions are in full force and effect.
Date: March 10, 2016
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__________________________________
Preston Prince, Secretary
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EXHIBIT A
PROJECT DOCUMENTS
Partnership Documents
(a)
Certificate of Limited Partnership of Shockley Terrace, LP;
(b)
Amended and Restated Agreement of Limited Partnership of Shockley Terrace, LP by
and among the Authority, the Administrative General Partner, and the Limited Partners,
together with all exhibits;
(c)
Development Services Agreement between the Authority and the Partnership;
(d)
Agreement of Guaranty for the benefit of Partnership and Limited Partners;
HUD Documents
(e)
RAD Conversion Commitment by the Authority and the Partnership.
(f)
RAD Use Agreement by the Partnership.
(g)
Housing Assistance Payments Contract – RAD for the Conversion of Public Housing to
Project-Based Section 8 with LIHTC Rider and Lender Rider by the Partnership.
(h)
HUD-required certifications and forms by the Authority and the Partnership.
USBNA Bank, National Association (USBNA) Construction Loan Documents
(i)
Construction Note executed by the Partnership in favor of USBNA;
(j)
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
executed by the Partnership as trustor, to First American Title Insurance Company for the
benefit of USBNA;
(k)
Construction Loan Agreement executed by the Partnership and USBNA;
(l)
Repayment and Completion Guaranty executed by the Guarantor in favor of USBNA;
(m)
Environmental and ADA Indemnification Agreement by the Borrower and the Authority
in favor of USBNA;
(n)
Partnership Borrowing Authorization between the Administrative General Partner,
Managing General Partner in favor of USBNA;
(o)
Assignment of Partnership Interests, Capital Contributions and Credits by the
Partnership, the Managing General Partner and the Administrative General Partner in
favor of USBNA;
(p)
Collateral Assignment of Contract Rights by the Managing General Partner and the
Administrative General Partner in favor of USBNA;
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(q)
Assignment of HAP Contract and Housing Assistance Payments by the Partnership in
favor of USBNA;
(r)
Consent to Assignment of HAP Contact as Security for Financing by the Partnership;
(s)
Assignment of Development Services Agreement and Developer Fee Subordination
Agreement by the Authority and the Partnership in favor of USBNA;
(t)
Assignment and Subordination of Construction Contract executed by the Partnership and
consented to by Brown Construction, Inc. in favor of USBNA;
(u)
Assignment and Subordination of Architect's Contract executed by the Partnership and
consented to by Mogavero Notestine Associates favor of USBNA;
(v)
Assignment of Property Manager Agreement executed by the Partnership and consented
to by GSF Properties, Inc., in favor of USBNA;
(w)
California Judicial Reference Agreement, executed by the Partnership, the Authority and
USBNA;
(x)
Subordination Agreement (Housing Authority) executed by the Partnership, the Authority
and USBNA;
(y)
Subordination Agreement (County of Fresno) executed by the Partnership, the County
and USBNA;
(z)
Subordination Agreement (HRFC) executed by the Partnership, HRFC and USBNA; and
(aa)
Subordination Agreement (RAD) executed by the Partnership, USBNA and the County.
HAFC Seller Loan Documents
(bb)
HAFC (Seller Loan) Construction Deed of Trust, Security Agreement and Financing
Statement by the Partnership in favor of the Authority;
(cc)
HAFC (Seller Loan) Loan Agreement between the Partnership and the Authority;
(dd)
HAFC (Seller Loan) Assignment of Leases and Rents by the Partnership in favor of the
Authority;
(ee)
HAFC (Seller Loan) Mortgage Note (Shockley Terrace) by the Partnership in favor of the
Authority; and
(ff)
Subordination Agreement executed by the Partnership, the Authority and the County.
HOME Loan Documents
(gg)
HOME Agreement between the County and the Partnership;
(hh)
Deed of Trust and Assignment of Rents and Financing Statement by the Partnership in
favor of the County;
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(ii)
Promissory Note by the Partnership in favor of the County;
(jj)
HOME Regulatory Agreement and Declaration of Restrictive Covenants by the
Partnership in favor of the County;
(kk)
Subordination Agreement executed by the Partnership, the County and the Authority; and
(ll)
Subordination Agreement executed by the Partnership, the County and HRFC.
HAFC Capital Funds Loan Documents
(mm) HAFC Capital Funds Construction Deed of Trust, Security Agreement and Financing
Statement by the Partnership in favor of the Authority;
(nn)
HAFC Capital Funds Loan Agreement between the Partnership and the Authority;
(oo)
HAFC Capital Funds Assignment of Leases and Rents by the Partnership in favor of the
Authority; and
(pp)
HAFC Capital Funds Mortgage Note (Shockley Terrace) by the Partnership in favor of
the Authority.
HRFC Loan Documents
(qq)
HRFC Construction Deed of Trust, Security Agreement and Financing Statement by the
Partnership in favor of HRFC;
(rr)
HRFC Loan Agreement between the Partnership and HRFC;
(ss)
HRFC Promissory Note by the Partnership in favor of HRFC; and
(tt)
HRFC Assignment of Leases and Rents by the Partnership in favor of HRFC.
Acquisition Documents
(uu)
Purchase and Sale Agreement and Joint Escrow Instructions between the Authority and
the Partnership; and
(vv)
Grant Deed in favor of the Partnership.
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Feb 2016
Ownership Structure
Shockley Terrace, LP
EXHIBIT A
SHOCKLEY TERRACE, LP
the “Partnership”
Shockley Terrace AGP, LLC
“Administrative General Partner”
0.005%
Silvercrest, Inc.
“Managing General Partner”
0.005%
USBCDC
“Investor Limited Partner”
99.99%
Housing Authority of Fresno
County, California
“Sole Member”
100%
16
EXHIBIT B
Lowell Neighborhood Project
Pro Forma Sources and Uses
Sources of Funds
HRFC Loan
HRFC Accrued/Deferred Interest During Construction
City of Fresno HOME Funds
City of Fresno HOME Funds - Accrued/Deferred Interest
Low Income Housing Tax Credit Equity
General Partner Contribution
Deferred Developer Free
Total Sources of Funds
Uses of Funds
Acquisition Costs
Construction Costs
Offsite Construction Costs
Contingencies
Soft Costs (permits/impact fees/etc.)
Professional Fees
Const/Perm Loan Fees and Costs
Reserves
Developer Fees
Total Uses of Funds
Amount
$1,457,536
$60,245
$1,200,000
$37,200
$5,407,582
$100
$200,000
$8,362,663
Per Unit
$22,774
$941
$18,750
$581
$84,493
$2
$3,125
$130,667
Amount
$1,038,000
$4,570,404
$50,040
$524,088
$153,619
Per Unit
$16,219
$71,413
$782
$8,189
$2,400
$13,891
$5,325
$1,175
$11,274
$130,667
$888,999.00
$340,769
$75,200
$721,544
$8,362,663
17
Exhibit C - Shockley Terrace
Pro Forma Sources and Uses
Sources of Funds
Tax Credit Equity
HAFC Seller Financing
HAFC Loan
Deferred Dev. Fee
Accrued/Deferred Interest
GP contribution
HRFC
County HOME Loan
Total Sources of Funds
Amount
Per Unit
$12,157,998 $253,292
$1,150,000 $23,958
$1,010,257 $21,047
$250,000
$5,208
$179,913
$3,748
$100
$2
$633,613 $13,200
$700,000 $14,583
$16,081,881 $335,039
Uses of Funds
Acquisition Costs
Construction Costs
Hard Cost Contingency
Relocation Costs
Professional Fees
Loan Fees and other Soft Costs
Reserves
Developer Fee
Total Uses of Funds
Amount
Per Unit
$1,150,000 $23,958
$9,613,329 $200,278
$521,671 $10,868
$241,000
$5,021
$600,000 $12,500
$2,246,914 $46,811
$147,013
$3,063
$1,561,954 $32,541
$16,081,881 $335,039
18
Exhibit D - Projected Stabilized Operating Budge
Unit Type
1 Bd./1 Bth.
1 Bd./1 Bth.
1 Bd./1 Bth.
2 Bd./1 Bth.
2 Bd./1 Bth.
2 Bd./1 Bth.
2 Bd./1 Bth.
2 Bd./1 Bth.
3 Bd./2 Bth
3 Bd./2 Bth
3 Bd./2 Bth
3 Bd./2 Bth
3 Bd./2 Bth
4 Bd./2 Bth
4 Bd./2 Bth
Manager's Unit-2 Bd./2 Bth.
TOTAL REVENUE
# Units % AMI SF/Unit
3
1
4
2
6
4
5
4
2
3
5
2
4
1
1
45%
50%
55%
30%
45%
50%
55%
60%
30%
45%
50%
55%
60%
30%
55%
1
N/A
RESIDENTIAL OPERATING EXPENSES
Management Fee
Advertising/Marketing
Legal and Accounting
Utilities (water, trash, electricity, gas, etc.)
Payroll: Onsite Manager(s)/Staff
Maintenance/Repairs
Major Repairs
Real Estate Property Tax
Insurance
Services Amenities
Security Alarm
Contingency: Operations Budget
HOME Compliance Monitoring
Net Rent
Per Unit
686
686
686
912
912
986
986
986
1117
1055
1117
1055
1117
1,224
1,224
884 $
$432
$485
$538
$323
$515
$579
$643
$707
$367
$589
$663
$737
$811
$417
$830
-
Per Unit
717
78
222
847
1,127
1,268
0
133
217
667
67
78
111
Ann. Rent
Total
$ 15,552
$ 5,820
$ 25,824
$ 7,752
$ 37,080
$ 27,792
$ 38,580
$ 33,936
$ 8,808
$ 21,204
$ 39,780
$ 17,688
$ 38,928
$ 5,004
$ 9,960
$
$ 333,708
TOTAL
32,280
3,500
10,000
38,100
50,700
57,060
6,000
9,763
30,000
3,000
3,500
5000
19
Total Operating Expenses
Replacement Reserves
5,531
320
248,903
14,400
Total Operating and Reserve Budget
5,851
263,303
20
SHOCKLEY TERRACE RESIDENTIAL COMPONENT - 15 YEAR CASH FLOW ANALYSIS
INCOME FROM HOUSING UNITS
Inflation
Schedule Rental Income
2.0%
Sec 8 Incremental Income
2.0%
GROSS POTENTIAL INCOME - HOUSING
VACANCY ASSUMPTIONS
Vacancy Loss
-7.0%
Sec 8 Incremental Income
-7.0%
TOTAL VACANCY LOSS
Year 1
Year 2
Year 3
$ 179,597 $ 340,382 $ 347,190
$ 20,924 $ 39,655 $
40,448
$ 200,521 $ 380,037 $ 387,638
$ (12,572) $ (23,827) $
$ (1,465) $ (2,776) $
$ (14,036) $ (26,603) $
EFFECTIVE GROSS INCOME
$ 186,485
OPERATING EXPENSES & RESERVE DEPOSITS
Operating Expenses
3.0% $ 142,743
$ 353,435
(24,303) $
(2,831) $
(27,135) $
$ 360,503
$ 256,370 $
$
$
$
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Year 11
Year 12
Year 13
Year 14
Year 15
354,134 $ 361,216 $ 368,441 $ 375,809 $ 383,326 $ 390,992 $ 398,812 $ 406,788 $ 414,924 $ 423,222 $ 431,687 $ 440,321
41,257 $ 42,082 $ 42,924 $ 43,782 $ 44,658 $ 45,551 $ 46,462 $ 47,391 $ 48,339 $ 49,306 $ 50,292 $ 51,298
395,391 $ 403,298 $ 411,364 $ 419,592 $ 427,984 $ 436,543 $ 445,274 $ 454,180 $ 463,263 $ 472,528 $ 481,979 $ 491,619
(24,789) $ (25,285) $ (25,791) $ (26,307) $ (26,833) $ (27,369) $ (27,917) $ (28,475) $ (29,045) $ (29,626) $ (30,218) $ (30,822)
(2,888) $ (2,946) $ (3,005) $ (3,065) $ (3,126) $ (3,189) $ (3,252) $ (3,317) $ (3,384) $ (3,451) $ (3,520) $ (3,591)
(27,677) $ (28,231) $ (28,796) $ (29,371) $ (29,959) $ (30,558) $ (31,169) $ (31,793) $ (32,428) $ (33,077) $ (33,739) $ (34,413)
$
367,713
$ 375,068
$ 382,569
$ 390,220
$ 398,025
$ 405,985
$ 414,105
$ 422,387
$ 430,835
$ 439,451
$ 448,240
$ 457,205
264,061
$
271,983
$ 280,143
$ 288,547
$ 297,203
$ 306,119
$ 315,303
$ 324,762
$ 334,505
$ 344,540
$ 354,876
$ 365,522
$ 376,488
14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400 $ 14,400
286,383 $ 294,543 $ 302,947 $ 311,603 $ 320,519 $ 329,703 $ 339,162 $ 348,905 $ 358,940 $ 369,276 $ 379,922 $ 390,888
Replacement Reserve
TOTAL EXPENSES & RESERVES
$ 14,400 $ 14,400
$ 157,143 $ 270,770
$
14,400
$ 278,461
$
$
NET OPERATING INCOME
DEBT SERVICE
Bank Loan
$
29,342
$ 82,664
$
82,042
$
81,330
$
-
$
$
-
$
-
Net Cash Flow
$
29,342
$ 82,664
$
82,042
$
81,330
$ 80,525
$ 79,622
$ 78,617
$ 77,505
$ 76,282
$ 74,943
$ 73,482
$ 71,895
$ 70,175
$ 68,318
$ 66,317
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
DEBT SERVICE COVERAGE RATIO
-
0.00
$ 80,525
$ 79,622
$ 78,617
$ 77,505
$ 76,282
$ 74,943
$ 73,482
$ 71,895
$ 70,175
$ 68,318
$ 66,317
$
$
$
$
$
$
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
21
-
MEMORANDUM – Silvercrest, Inc.
To:
The Board of Directors of Silvercrest, Inc.
From:
Preston Prince
Secretary/Director
Date: March 8, 2016
Board Meeting: March 10, 2016
Subject:
Agenda Item: 4
Lowell Neighborhood Project Resolutions
On or about March 15, 2016, Silvercrest, Inc. (the “Corporation”), as the Managing General
Partner of Lowell Neighborhood Project, LP (the “Partnership”), a California Limited
Partnership, along with Lowell Neighborhood Project AGP, LLC whose managing member is
the Housing Authority of the City of Fresno, and includes additional members of Better
Opportunities Builder, Inc. (BOB) and the Lowell Community Development Corporation
(Lowell CDC), will close on the financing of the acquisition and construction of a thirty (30) unit
affordable rental housing project, to be generally known as the Lowell Neighborhood Project
(the “Project”), 240-250 N. Calaveras Street and 146 N. Glenn Avenue, Fresno CA;
The Partnership will also admit as a limited partner, U.S. Bank, (collectively the “Investor
Limited Partner”);
Within the Project, twenty-nine (29) of the units will have been developed, in part, with equity
provided by the syndication of federal low income housing tax credits, and one (1) will be an
unrestricted manager’s unit.
Silvercrest, Inc. is the recipient of grant funds in the amount of $125,000 from the Wells Fargo
Housing Foundation Priority Markets Program. The grant funds were received in October, 2014,
and are specific to the revitalization of the Lowell Neighborhood. Staff is proposing that these
funds be granted to the Housing Relinquished Fund Corporation (HRFC) as part of the project
financing.
The Project entails various sources of financing available to the Partnership during the
construction and permanent periods (the “Project Financing”) including the following estimated
amounts:
Total construction financing will be $8,362,663, from the sources listed in Table 1.
Table 1: Construction Sources of Finance
Source
Amount
Conventional
Construction Loan
$4,530,852
HOME Funds
$1,200,000
HOME –
22
$37,200
HRFC Funds
HRFC –
Costs deferred until
permanent loan closing
GP Contribution
Capital Contribution
$1,457,536
$60,245
$335,972
$200,000
$100
$540,758
Total permanent financing will be $8,362,663, from the sources listed in Table 2.
Table 2: Permanent Sources of Finance
Source
Amount
Investor Equity
$5,407,582
City of Fresno HOME
Funds
$1,200,000
HOME –
Accrued/Deferred Interest $37,200
HRFC Loan
$1,457,536
HRFC –
Accrued/Deferred Interest $60,245
$200,000
GP Contribution
$100
To undertake the Project Financing, the Corporation will also be required to take certain other
actions, including causing the Partnership to assume obligations under certain contracts
previously executed by the Authority in connection with the Project.
These actions require that the Board of Directors of the Corporation adopt resolutions that
provide for a list of significant actions, as follows:
1. Authorize the Corporation to carry out its role as the Managing General Partner in
connection with the Project;
2. Authorize certain officers including Preston Prince, Secretary/Director, or
Tracewell Hanrahan, Treasurer, or their designee to execute documents necessary
to implement the Project Financing on behalf of the Corporation, in its own
capacity or as the Managing General Partner of the Partnership or the Partnership;
3. Authorize the borrowing by the Partnership of the loans comprising the Project
Financing;
23
4. Approve the withdrawal of the Authority as the administrative general partner and
the admission into the Partnership of the Administrative General Partner and
Limited Partners;
5. Authorize the Managing General Partner and/or the Partnership at closing to
execute, deliver and file all necessary documents and take all necessary actions in
connection with the development of the Project;
6. Authorize the Partnership to purchase the property at closing pursuant to the
Purchase and Sale Agreement at closing, and take fee simple title to the land on
which the Project will be located, together with the improvements thereon; and
7. Authorize grant of $125,000 to the Housing Relinquished Fund Corporation for
the benefit of the project, payable from grant funds received through the Wells
Fargo Housing Foundation Priority Markets Program; and
8. Provide for other matters related thereto.
RECOMMENDATION:
It is recommended that the Board of Directors of Silvercrest, Inc. adopt the attached resolutions,
reviewed and prepared by our affordable housing finance counsel, Ballard Spahr LLP, and as
required by our equity and lending partners, in order to finalize the closing of the Project on or
about March 15, 2016.
Attachments: Exhibit A – Organizational Chart
Exhibit B – Development Pro Forma
Exhibit C – Lowell Neighborhood Project Site Plan
Exhibit D – 15-Year Projections
Exhibit E – Operating Budget
24
BEFORE THE BOARD OF SILVERCREST, INC.
RESOLUTION NO. ____
A R E SOL UT I ON AUT H OR I Z I NG T H E E X E C UT I ON A ND DE L I V E R Y OF
DOC UM E NT S, T H E A DM I SSI ON OF C E R T A I N PA R T NE R S T O L OW E L L
NE I G H B OR H OOD PR OJ E C T , L P (“ PA R T NE R SH I P” ) A ND T H E E X E C UT I ON OF
SUC H DOC UM E NT S T O I M PL E M E NT PR OJ E C T F I NA NC I NG B Y T H E H OUSI NG
A UT H OR I T Y OF T H E C I T Y O F F R E SNO, C A L I F OR NI A ON I T S OW N B E H A L F A ND
I N I T S C A PA C I T Y A S T H E M A NA G I NG G E NE R A L PA R T NE R OF T H E
PA R T NE R SH I P, I N C ONNE C T I ON W I T H T H E F I NA NC I NG , DE V E L OPM E NT A ND
OPE R A T I ON O F T H E L OW E L L NE I G H B OR H OOD PR OJ E C T , A ND PR OV I DI NG
F OR OT H E R M A T T E R S R E L A T E D T H E R E T O.
At a duly constituted meeting of the Board of Directors of Silvercrest, Inc., a California nonprofit
public benefit corporation (the “Corporation”) held on March 10, 2016 the following
resolutions were adopted:
WHEREAS, the Corporation, along with the Housing Authority of the City of Fresno,
California (the “Authority”) through its instrumentality Lowell Neighborhood Project AGP,
LLC, filed a certificate of limited partnership with the California Secretary of State on June 22,
2015, pursuant to which Lowell Neighborhood Project, LP was created as a California limited
partnership (the “Partnership”), and further pursuant to which the Corporation entered the
Partnership as the managing general partner; and
WHEREAS, the Partnership was formed to redevelop, own and operate a thirty (30) unit
affordable housing project, twenty-nine (29) units of which shall be low-income housing tax
credit units and one (1) unit of which shall be a manager’s unit, located at 240-250 N. Calaveras
Street and 146 N. Glenn Avenue, Fresno, California and known as “Lowell Neighborhood
Project” (collectively, the “Project”); and
WHEREAS, Lowell Neighborhood Project AGP, LLC, as administrative general partner (the
“Administrative General Partner”); the Corporation, as managing general partner (the
“Managing General Partner”); U.S. Bancorp Community Development Corporation, as the
incoming limited partner “Investor Limited Partner”, will enter into an amended and restated
agreement of limited partnership for the Partnership; and
WHEREAS, the Partnership will finance the cost of acquiring and rehabilitating the Project with
numerous sources of funds, projected to include an estimated equity investment of $5,407,582
from the Investor Limited Partner eligible to benefit from federal low-income housing tax credits
allocated to the Project under Section 42 of the Internal Revenue Code and State of California
low-income housing tax credits; construction loan proceeds in an estimated amount of
$4,530,853 from U.S. Bank National Association (“USBNA”); construction/permanent City of
Fresno HOME loan proceeds in an estimated amount of $1,200,000 from the City of Fresno,
California (“City HOME Loan”); and construction/permanent loan proceeds in an estimated
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amount of $1,457,536 from the Housing Relinquished Fund Corporation (“HRFC Loan”);
(collectively, the “Project Financing”); and
WHEREAS, the Corporation received a $125,000 grant in October 2014 from the Wells Fargo
Housing Foundation through its Priority Markets Program to be used for the Project and now
wishes to further grant the funds to the Housing Relinquished Fund Corporation to partially fund
the HRFC Loan (the “Project Grant”); and
WHEREAS, it is anticipated the Project will be developed and maintained as long-term
affordable rental housing with proceeds from the Project Financing; and
WHEREAS, the Corporation wishes to ratify all actions of the Corporation and its officers prior
to the date hereof and consistent with the terms of this resolution and to authorize such actions
subsequent to the date hereof;
NOW, THEREFORE, BE IT RESOLVED:
1.
Management Services. The Secretary, Preston Prince, Treasurer, Tracewell Hanrahan,
President, Vice President and/or their respective designees (each an “Authorized Officer” and
collectively, “Authorized Officers”) and each of them acting alone on behalf of the Corporation
or in its capacity or as the Managing General Partner, are authorized and directed to take all
actions and execute all documents necessary for the Managing General Partner to carry out its
functions as managing general partner of the Partnership, including without limitation by
execution of the Amended and Restated Agreement of Limited Partnership and any amendment
thereto; provided further, than in such capacity, the Corporation is authorized and directed to
cause the Managing General Partner to approve the admission of the Limited Partners to the
Partnership.
2.
Borrowing of Funds. The Authorized Officers, and each of them acting alone, on behalf
necessary to cause the Partnership to borrow funds from USBNA, the City of Fresno and the
Housing Relinquished Fund Corporation (the “HRFC”) in an aggregate amount of up to
$8,500,000 and/or to assume such obligations related to the loan of any of the foregoing funds.
Each Authorized Officer, and each of them acting alone, is authorized on behalf of the
Corporation to decrease the principal amount of any Project Financing loan by any amount, or to
increase the principal amount of any Project Financing loan by an amount up to 10% more than
the maximum aggregate principal amount for the loans stated in this resolution.
3.
Granting of Funds. The Authorized Officers, and each of them acting alone, on behalf
necessary to cause the Corporation to grant funds the Corporation received in October 2014 from
the Wells Fargo Housing Foundation through its Priority Markets Program to the HRFC in an
aggregate amount of up to $125,000 to be used for the Project.
4.
Approval of Partnership Documents. The Corporation has been presented with drafts
of the documents listed in Exhibit A under the heading “Partnership Documents” (the
“Partnership Documents”) in connection with the Partnership and the Project, which
documents are on file with the Corporation’s Secretary. The Authorized Officers, and each of
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Corporation acting on its own behalf or as the Managing General Partner, the Partnership
Documents substantially in the form on file with the Corporation; provided however, any
Authorized Officer may approve on the Corporation’s behalf any further changes to the draft
Partnership Documents, including material changes, and such Authorized Officer’s signature on
the final Partnership Documents shall be construed as the Corporation’s approval of such
changes. The Authorized Officers and each of them acting alone, are further authorized and
Corporation, the Managing General Partner or the Partnership to carry out the transactions
contemplated by the Partnership Documents.
5.
Approval of Financing Assembly Activities. The Authorized Officers, and each of
them acting alone, are authorized on behalf of the Corporation acting on its own behalf or as the
Managing General Partner to execute, deliver and/or file (or cause to be delivered and/or filed)
all documents deemed necessary or appropriate to assemble the contemplated financing for the
Project, including without limitation, construction, permanent and third party loan applications,
tax credit applications, and any and all other documents reasonably required to (i) cause the
Limited Partners to make capital contribution(s) to the Partnership, and (ii) borrow sufficient
funds to support the Project.
6.
Approval of USBNA Loan Documents. The Corporation has been presented with
drafts of the documents listed in Exhibit A under the heading “USBNA Loan Documents” (the
“USBNA Loan Documents”) in connection with the Partnership and the Project, which
will borrow a construction loan in the approximate amount of $4,530,853 from USBNA. The
Authorized Officers and each of them acting alone, are authorized and directed to execute and
Partner, the USBNA Loan Documents substantially in the form on file with the Corporation;
changes to the draft USBNA Loan Documents, including material changes, and the final amount
to be borrowed, and such Authorized Officer’s signature on the final USBNA Loan Documents
shall be construed as the Corporation’s approval of such changes and final loan amount. The
Authorized Officers and each of them acting alone, are further authorized and directed to execute
and deliver, on behalf of the Corporation acting on its own behalf or as the Managing General
Partnership to carry out the transactions contemplated by the USBNA Loan Documents.
7.
Approval of City HOME Loan Documents. The Corporation has been presented with
drafts of the documents listed in Exhibit A under the heading “City HOME Loan Documents”
(the “City HOME Loan Documents”) in connection with the Partnership and the Project, which
will assume the borrower’s obligations for a construction/permanent loan of HOME Investment
Partnership funds in the approximate amount of $1,200,000 from the City of Fresno, California.
The Authorized Officers and each of them acting alone, are authorized and directed to execute
and deliver, on behalf of the Corporation acting on its own behalf or as the managing member of
DMEAST #24208456 v3
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27
the Managing General Partner, the City HOME Loan Documents substantially in the form on file
with the Corporation; provided however, any Authorized Officer may approve on the
Corporation’s behalf or as the Managing General Partner, any further changes to the draft City
HOME Loan Documents, including material changes, and the final amount to be borrowed, and
such Authorized Officer’s signature on the final City HOME Loan Documents shall be construed
as the Corporation’s approval of such changes and final loan amount. The Authorized Officers
and each of them acting alone, are further authorized and directed to execute and deliver, on
behalf of the Corporation acting on its own behalf or as the Managing General Partner, any other
documents reasonably required to be executed by the Corporation, the Administrative General
Partner, or the Partnership to carry out the transactions contemplated by the City HOME Loan
Documents
8.
Approval of HRFC Loan Documents. The Corporation has been presented with drafts
of the documents listed in Exhibit A under the heading “HRFC Loan Documents” (the “HRFC
Loan Documents”) in connection with the Partnership and the Project, which documents are on
file with the Corporation’s Secretary, and pursuant to which the Partnership will assume the
borrower’s obligations from the Corporation for a construction/permanent loan in the
approximate amount of $1,404,199 from the HRFC. The Authorized Officers and each of them
acting alone, are authorized and directed to execute and deliver, on behalf of the Corporation
acting on its own behalf or as the Managing General Partner, the HRFC Loan Documents
substantially in the form on file with the Corporation; provided however, any Authorized Officer
may approve on the Corporation’s behalf any further changes to the draft HRFC Loan
Documents, including material changes, and the final amount to be borrowed, and such
Authorized Officer’s signature on the final HRFC Loan Documents shall be construed as the
Corporation’s approval of such changes and final loan amount. The Authorized Officers and
each of them acting alone, are further authorized and directed to execute and deliver, on behalf of
the Corporation acting on its own behalf or as the Managing General Partner, any other
documents reasonably required to be executed by the Corporation or the Partnership to carry out
the transactions contemplated by the HRFC Loan Documents.
9.
Approval of Project Grant Documents. The Corporation has been presented with
drafts of the documents listed in Exhibit A under the heading “Project Grant Documents” (the
“Project Grant Documents”) in connection with the Project, which documents are on file with
the Corporation’s Secretary, and pursuant to which the Corporation will grant $125,000, which
was previously received by the Corporation in October 2014 from the Wells Fargo Housing
Foundation through its Priority Markets Program as a grant to be used for the Project, to the
HRFC to partially fund the HRFC Loan. The Authorized Officers and each of them acting alone,
are authorized and directed to execute and deliver, on behalf of the Corporation acting on its own
behalf, the Project Grant Documents substantially in the form on file with the Corporation;
changes to the draft Project Grant Documents, including material changes, and such Authorized
Officer’s signature on the final Project Grant Documents shall be construed as the Corporation’s
approval of such changes. The Authorized Officers and each of them acting alone, are further
authorized and directed to execute and deliver, on behalf of the Corporation acting on its own
behalf, any other documents reasonably required to be executed by the Corporation to carry out
the transactions contemplated by the Project Grant Documents.
DMEAST #24208456 v3
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28
10.
Approval of Acquisition Documents. The Corporation has been presented with drafts
of the documents listed in Exhibit A under the heading “Acquisition Documents” (the
“Acquisition Documents”) in connection with the purchase of certain land owned by the
Authority on which the Project is to be built, which documents are on file with the Corporation’s
Secretary, and pursuant to which the Partnership will purchase the property for a total price of
$1,030,000. The Authorized Officers and each of them acting alone, are further authorized and
Managing General Partner, the Acquisition Documents and to purchase and take such other
actions as they deem necessary or desirable for the Partnership to acquire the property; provided,
however, any Authorized Officer may approve on the Corporation’s behalf any further changes
to the draft Acquisition Documents, including material changes, and the final amount to be
borrowed, and such Authorized Officer’s signature on the final Acquisition Documents shall be
construed as the Corporation’s approval of such changes and final loan amount. The Authorized
Officers and each of them acting alone, are further authorized and directed to execute and
Partnership to carry out the transactions contemplated by the Acquisition Documents.
11.
Assignments and Assumptions. The Authorized Officers, and each of them acting
alone, are authorized on behalf of the Corporation acting on its own behalf or as Managing
General Partner, to execute and deliver one or more instruments (i) causing the Partnership to
assume the Corporation’s rights under the construction contract, the architects’ contracts, and
other consultant and development contracts, as such rights pertain to the construction of the
Project and (ii) assigning to lenders and others the Partnership’s interests in such contracts as
may be required as a condition of the Project Financing.
12.
Execution of Documents. The Authorized Officers, and each of them acting alone, are
authorized on behalf of the Corporation acting on its own behalf or as the Managing General
Partner, to execute, deliver and/or file (or cause to be delivered and/or filed) any affidavits,
certificates, letters, government forms, documents, agreements and instruments that any such
Authorized Officer determines to be necessary or desirable: (i) to give effect to this resolution;
(ii) to consummate the transactions contemplated herein; and/or (iii) to further the acquisition,
rehabilitation, development, financing, construction, and leasing of the Project. Without limiting
the scope of such authorization, such documents include declarations of restrictive covenants,
various deeds, ground leases, notes, loan agreements, deeds of trust, guaranties and indemnities
and collateral assignments related to the Project Financing. Such documents may also include
without limitation lease-up and marketing agreements, partnership management services
agreements, development agreements, construction guaranty agreements, repayment guarantees,
cash pledge agreements, environmental indemnity agreements, property management
agreements, architect agreements, contractor agreements, housing assistance payment contracts,
irrevocable consents, confessions of judgment and appointments of attorneys for service of
process.
13.
Expenditures. The Corporation is authorized to expend such funds (and to cause the
Partnership to expend such funds) as are necessary to pay for all filing fees, application fees,
registration fees and other costs relating to the Project or actions authorized by this resolution.
DMEAST #24208456 v3
5
29
14.
Acting Officers Authorized. Any action required by this resolution to be taken by an
Authorized Officer may, in the absence of such person, be taken by the designee of the
Authorized Officer.
15.
Execution of Obligations. The Board directs the Corporation’s President to cause the
Corporation to fulfill the Corporation’s duties and obligations under the various agreements
authorized hereby.
16.
Ratification and Confirmation. All actions of the Corporation and its officers prior to
the date hereof and consistent with the terms of this resolution including, but not limited to the
formation of the Partnership and the Administrative General Partner and the filing of finance
applications related to the Project Financing and the Project Grant, are ratified and confirmed.
17.
Effective Date. This resolution shall be in full force and effect from and after its
adoption and approval.
PASSED AND ADOPTED this 10th day of March, 2016.
AYES:
NAYS:
ABSTAIN:
ABSENT:
EXCISED:
DMEAST #24208456 v3
6
30
SECRETARY'S CERTIFICATE
I, the undersigned, hereby certify that the foregoing is a full, true and correct copy of the
resolutions adopted by the Board of Directors of Silvercrest, Inc. at a meeting of said Board held
on the aforementioned date, and that said Resolutions are in full force and effect.
Date: March 10, 2016
DMEAST #24208456 v3
__________________________________
Preston Prince, Secretary
31
EXHIBIT A
PROJECT DOCUMENTS
Partnership Documents
(a)
Certificate of Limited Partnership of Lowell Neighborhood Project LP;
(b)
Amended and Restated Agreement of Limited Partnership of Lowell Neighborhood
Project, LP by and among the Authority, the Administrative General Partner, and the
Limited Partners, together with all exhibits;
(c)
Development Services Agreement between the Authority and the Partnership;
(d)
Agreement of Guaranty for the benefit of Partnership and Limited Partners;
USBNA Bank, National Association (USBNA) Construction Loan Documents
(e)
Construction Note executed by the Partnership in favor of USBNA;
(f)
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
executed by the Partnership as trustor for the benefit of USBNA;
(g)
Construction Loan Agreement executed by the Partnership and USBNA;
(h)
Repayment and Completion Guaranty executed by the Guarantor in favor of USBNA;
(i)
Environmental and ADA Indemnification Agreement by the Borrower and the Authority
in favor of USBNA;
(j)
Partnership Borrowing Authorization between the Administrative General Partner,
Managing General Partner in favor of USBNA;
(k)
Assignment of Partnership Interests, Capital Contributions and Credits by the
Partnership, the Managing General Partner and the Administrative General Partner in
favor of USBNA;
(l)
Collateral Assignment of Contract Rights by the Managing General Partner and the
Administrative General Partner in favor of USBNA;
(m)
Assignment of Development Services Agreement and Developer Fee Subordination
Agreement by the Authority and the Partnership in favor of USBNA;
(n)
Assignment and Subordination of Construction Contract executed by the Partnership and
consented to by Brown Construction, Inc. in favor of USBNA;
(o)
Assignment and Subordination of Architect's Contract executed by the Partnership and
consented to by R.L. Davidson Architects, Inc. favor of USBNA;
(p)
Assignment of Property Manager Agreement executed by the Partnership and consented
to by WinnResidential California, Inc., in favor of USBNA;
32
(q)
California Judicial Reference Agreement, executed by the Partnership, the Authority and
USBNA;
(r)
Subordination Agreement (City of Fresno) executed by the Partnership, the City and
USBNA; and
(s)
Subordination Agreement (HRFC) executed by the Partnership, HRFC and USBNA.
HOME Loan Documents
(t)
City of Fresno Home Investment Partnerships Agreement between the City and the
Partnership;
(u)
Deed of Trust by the Partnership in favor of the City;
(v)
Promissory Note by the Partnership in favor of the City; and
(w)
HOME Declaration of Restrictions by the Partnership in favor of the City.
HRFC Loan Documents
(x)
HRFC Construction Deed of Trust, Security Agreement and Financing Statement by the
Partnership in favor of HRFC;
(y)
HRFC Loan Agreement between the Partnership and HRFC;
(z)
HRFC Promissory Note by the Partnership in favor of HRFC; and
(aa)
HRFC Assignment of Leases and Rents by the Partnership in favor of HRFC.
Project Grant Documents
(bb)
Subgrant Agreement by the Corporation and HRFC.
Acquisition Documents
(cc)
Purchase and Sale Agreement and Joint Escrow Instructions between the Authority and
the Partnership; and
(dd)
Grant Deed by the Authority in favor of the Partnership.
DMEAST #24208456 v3
9
33
Exhibit A
Ownership Structure
Lowell Neighborhood Project, LP
the “Partnership”
US Bancorp Community
Development Corporation
“Limited Partner”
99.99%
Silvercrest, Inc.
“Managing General
Partner”
0.005%
Housing Authority of the City
of Fresno
“Member and Manager of
Administrative General
Partner”
34%
Lowell Neighborhood
Project AGP, LLC
“Administrative General
Partner”
Partner
0.005%
Lowell Community
Development Corporation
“Member of Administrative
General Partner”
33%
Better Opportunities
Builder, Inc.
“Member of
Administrative General
Partner”
33%
34
EXHIBIT B
SITE PLAN KEYNOTES:
GENERAL
1.1
PROPERTY LINE
1.2
NEW SIDEWALK CURB & GUTTER-SEE CIVIL
1.3
EDGE OF SOLAR CARPORT ROOF ABOVE - SEPARATE PERMIT
1.4
SOLAR CARPORT COLUMN- SEPARATE PERMIT
1.5
10'-0" WIDE PARKING STALL BELOW SOLAR CARPORT - TYP.
1.4
32.1
T
20'
25'
1.3
32.1
7
A1.1
1.4
32.14
1
9'
32.13
32.9
20'
SETBACK
'
CS
TYP.
CS
EV
1
A1.3
R
FH
23.3
14
A1.1
1.1
10.1
10.7
26.1
15
A1.1
'
20 ACK
TB
SE
10.1
10.1
7C
EXTERIOR IMPROVEMENTS
32.1
NEW DECORATIVE 6' METAL FENCE AND GATES
32.2
MONUMENT SIGN WITH LIGHTING
32.3
PRECAST CONCRETE WHEELSTOP - SEE DTL. 13/A1.1
32.4
RESTRICTED PARKING SIGN AT VEHICLE ENTRY - SEE DTL. 11/A1.1
32.5
NEW ASPHALT PAVING - SEE CIVIL
32.6
DECORATIVE 5' METAL FENCE AND GATES
32.7
BENCH - SEE LANDSCAPE
32.8
BARBEQUE - SEE LANDSCAPE
32.9
PICNIC TABLE AND BENCHES - SEE LANDSCAPE
32.10
APPARATUS PLAY AREA - SEE LANDSCAPE
32.11
WATER PARK - SEE LANDSCAPE
32.12
WATER PARK EQUIPMENT - SEE LANDSCAPE
32.13
ACCESSIBLE PARKING SPACE - VAN
32.14
ACCESSIBLE PARKING SPACE - STANDARD
5
3
A1.1
3.2
23.1
32.11
26.2
26.1
TYP.
SITE PLAN LEGEND:
TYP.
32.7
20
1.4
'
32.8
1.3
T
TRANSFORMER
1
BUILDING NUMBER
HVAC COMPRESSOR
25
32.5
ED A RCH
ENSAIG STR ADL IT
R
★
NO. C-19418
ATE
RE
N 07/ 31/ 17
★
OF C A L I FO R
N
PROJECT TITLE
NO.215010
SHOCKLEY
TERRACE
1445 PEACH STREET,
SELMA, CA
93662
'
14
A1.1
32.9
7D
Architecture | Planning | Urban Design
ELECTRICAL
26.1
ELECTRICAL SWITCHBOARD & METERS
26.2
ELECTRIC VEHICLE CHARGING STALL & PEDESTAL
5'
DEC
K
25
EV
PP
UU
26.2
MECHANICAL
23.1
GROUND PAD MOUNTED HVAC CONDENSER/ COMPRESSOR
23.2
NOT USED
23.3
FIRE HYDRANT
32.14
'
20
'
1.1
32.12
3.1
20
SPECIALTIES
10.1
FIRE RISER
10.2
NOT USED
10.3
FIRE WATER BACKFLOW PREVENTER, SEE UTILITY PLAN
10.4
IRRIGATION WATER BACKFLOW PREVENTER, SEE UTILITY PLAN
10.5
DOMESTIC WATER BACKFLOW PREVENTER, SEE UTILITY PLAN
10.6
NOT USED
10.7
MAILBOXES
10.8
FLOOR MOUNTED BIKE RACKS, SEE 9/A1.1
10.8
'
4.1
TYP.
26.2
32.3
32.1
EVCS
20
2A
23.1
ST
7B
10'
1.5
7
A1.1
20'
14
A1.1
32.5
25'
26.1
7A
MASONRY
4.1
NEW 6' TALL CMU FENCE
1.1
26.1
E
20'
3.1
5'
DEC
K
20
SETB '
ACK
FH
15'
1.1
1.2
SETBACK
32.4
L IC
23.3
FH
2012 K STREET
SACRAMENTO
CA
95811
P 916.443.1033
F 916.443.7234
MOGNOT.COM
CONCRETE
3.1
CONCRETE WALK
3.2
10' DEEP x WIDTH OF REFUSE ENCLOSURE x 6" THICK CONCRETE PAVED
APRON WITH #3 REBAR @ 18" O.C. EACH WAY
IA
32.2
C
15
A1.1
23.3
MOGA V ER O
NO T E S T I NE
ASSOCIATES
ECTY
MOGAVERO NOTESTINE ASSOCIATES EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE CONSTRUCTION DOCUMENTS. THESE CONSTRUCTION DOCUMENTS ARE NOT TO BE REPRODUCED, CHANGED, OR DUPLICATED IN ANY FORM OR MANNER WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY, NOR MAY THEY BE USED FOR ANY CONSTRUCTION OTHER THAN INTENDED, WITHOUT FIRST OBTAINING THE EXPRESSED WRITTEN PERMISSION OF MOGAVERO NOTESTINE ASSOCIATES.
ORGANIZATION OF THE SPECIFICATIONS AND KEYNOTES INTO DIVISIONS, SECTIONS
AND ARTICLES, AND ARRANGEMENT OF DRAWINGS SHALL NOT CONTROL THE
CONTRACTOR IN DIVIDING THE WORK AMONG SUBCONTRACTORS OR IN ESTABLISHING
THE EXTENT OF WORK TO BE PERFORMED BY ANY TRADE.
'
20
FLOOR MOUNTED BIKE RACK
9' .
P
TY
32.6
1.3
FENCE
32.14
32.13
PP
UU
'
25
'
20
23.1
SITE PLAN
'
20
1.4
7E
15
A1.1
7H
7
A1.1
32.3
2B
1.3
23.1
1.4
1
A1.3
TYP.
R
1.4
T
3.2
7G
3.1
TYP.
23.3
32.14
'
20
7F
FH
7
A1.1
32.4
9'
32.5
EVCS
'
25
1.3
9' .
P
TY
26.2
'
20
'
10
1.5
1.3
10'
1.5
20'
26.1
10.1
SHEET DESCRIPTION
20'
26.2
FIRE LANE (PAINT CURB RED)
25'
S
S EVC
C
EV
4.1
4
32.6
32.3
TYP.
1.4
PROJECT PHASE
3.1
RESUBMITTAL NO. 1
TYP.
20'
SETBACK
26.1
DATE: January 15, 2016
6
10.1
REVISIONS
1.2
1.4
3
Revision Change Name
ID
Date
N
23.1
TYP.
20'
SETBACK
1.1
32.1
1.1
4.1
SHEET NUMBER
1
SITE PLAN
SCALE: 1" = 30'
0
30'
60'
A1.0
SHOCKLEY TERRACE
NO.215010
BIM Server: MNA-MAC-SERVER.local - BIM Server 18/215010 Selma Fresno - Printed: Monday, January 11, 2016; 1:23 PM
PRINTED: 1:23 PM 1/11/16
35
---
-~- - -
Exhibit C
..
,. -"-
-
-
-
- -
-
-
-
-
-
-
-
-
-
- ............... llE¥-
-
-
-
-
- --
-
-
- - --
.
-
-.i - --
-
- --
-
-
-
-
-
-
- --GALAVERA5-S-T-.-
-
-
-
-
-
-
-
-
--
-
--
"GALA VERAS COURTS"
FAMILY APARTMENT COMMUNITY
FRESNO,CA
DEVELOPED BY:
THE HOUSING AUTHORITY
OF THE C ITY OF FRESNO
36
- - - - - -- - -- -
-
-
-
-
-
--
-
-
--
-
-
-
-
-
-
-
AlLEY -
-
---
-
GLENN AVE. - - -
-
-
- --
-
----
-
-
-
- - -- -.
"GLENN A VENUE APARTMENTS"
FAMILY APARTMENT COMMUNITY
FRESNO,CA
DEVELOPED BY:
THE HOUSING AUTHORITY
OF THE CITY OF FRESNO
37
Lowell Neighborhood Project EXHIBIT D
15 Year Proforma
INCOME FROM HOUSING UNITS
Schedule Rental Income
Inflation Year 1
2.0% $ 193,187
Year 2
$ 197,051
Year 3
$ 200,992
Year 4
$ 205,012
Year 5
$ 209,112
Year 6
$ 213,294
Year 7
$ 217,560
Year 8
$ 221,911
Year 9
$ 226,349
Year 10
$ 230,876
Year 11
$ 235,494
Year 12
$ 240,204
Year 13
$ 245,008
Year 14
$ 249,908
Year 15
$ 254,906
GROSS POTENTIAL INCOME - HOUSING
$ 193,187 $ 197,051 $ 200,992 $ 205,012 $ 209,112 $ 213,294 $ 217,560 $ 221,911 $ 226,349 $ 230,876 $ 235,494 $ 240,204 $ 245,008 $ 249,908 $ 254,906
VACANCY ASSUMPTIONS
Vacancy Loss
-7.0% $ (13,523) $ (13,794) $ (14,069) $ (14,351) $ (14,638) $ (14,931) $ (15,229) $ (15,534) $ (15,844) $ (16,161) $ (16,485) $ (16,814) $ (17,151) $ (17,494) $ (17,843)
EFFECTIVE GROSS INCOME
OPERATING EXPENSES & RESERVE DEPOSITS
Operating Expenses
3.0%
Replacement Reserve
TOTAL EXPENSES & RESERVES
$ 179,664
$ 183,257
$ 186,922
$ 190,661
$ 194,474
$ 198,363
$ 202,331
$ 206,377
$ 210,505
$ 214,715
$ 219,009
$ 223,389
$ 227,857
$ 232,414
$ 237,063
$ 144,405
$ 9,000
$ 153,405
$ 148,737
$ 9,000
$ 157,737
$ 153,199
$ 9,000
$ 162,199
$ 157,795
$ 9,000
$ 166,795
$ 162,529
$ 9,000
$ 171,529
$ 167,405
$ 9,000
$ 176,405
$ 172,427
$ 9,000
$ 181,427
$ 177,600
$ 9,000
$ 186,600
$ 182,928
$ 9,000
$ 191,928
$ 188,416
$ 9,000
$ 197,416
$ 194,068
$ 9,000
$ 203,068
$ 199,890
$ 9,000
$ 208,890
$ 205,887
$ 9,000
$ 214,887
$ 212,064
$ 9,000
$ 221,064
$ 218,426
$ 9,000
$ 227,426
NET OPERATING INCOME
DEBT SERVICE
Bank Loan
$ 26,259
$ 25,520
$ 24,723
$ 23,866
$ 22,945
$ 21,959
$ 20,904
$ 19,777
$ 18,577
$ 17,299
$ 15,941
$ 14,499
$ 12,970
$ 11,351
$
9,637
Net Cash Flow
$ 26,259
$ 25,520
$ 24,723
$ 23,866
$ 22,945
$ 21,959
$ 20,904
$ 19,777
$ 18,577
$ 17,299
$ 15,941
$ 14,499
$ 12,970
$ 11,351
$
9,637
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Residual Cash Flow Distribution
0.00
38
Exhibit E
Projected Stabilized Operating Budget
Unit Type
1 Bedroom
2 Bedroom
3 Bedroom
Studio
1 Bedroom
2 Bedroom
3 Bedroom
1 Bedroom
3 Bedroom
Studio
1 Bedroom
2 Bedroom
3 Bedroom
2 Bedroom - Mgr Unit
Community Building
TOTALS
# Units
1
1
1
1
3
2
2
8
4
1
2
1
2
1
30
RESIDENTIAL OPERATING EXPENSES
Management Fee
Advertising/Marketing
Legal and Accounting
Utilities (water, trash, electricity, gas, etc.)
Payroll: Onsite Manager(s)/Staff
Maintenance/Repairs
Payroll Insurance
Services Amenities
Administrative
Security
% AMI
30%
30%
30%
45%
45%
45%
45%
50%
50%
60%
60%
60%
60%
N/A
N/A
SF/Unit
600
751
1,125
438
600
756
1,152
592
1,248
438
644
884
1,392
884
1125
12,629
Net Rent
Per Unit
$
270
$
316
$
344
$
407
$
430
$
509
$
566
$
484
$
640
$
540
$
591
$
701
$
788
$
$
$
6,586
Ann. Rent
Total
$
3,240
$
3,792
$
4,128
$
4,884
$
15,480
$
12,216
$
13,584
$
46,464
$
30,720
$
6,480
$
14,184
$
8,412
$
18,912
$
$
$ 182,496
Per Unit
522
183
120
585
1,375
955
20
387
304
262
TOTAL
15,660
5,500
3,600
17,550
41,244
28,658
600
11,600
9,116
7,872
Total Operating Expenses
Replacement Reserves
4,713
300
141,400
9,000
Total Operating and Reserve Budget
5,013
150,400
39

March 10, 2016 Silvercrest, Inc., Meeting Packet

Transcription

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