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02/14/2012 EXHIBIT: STAFF REPORT – Greenwood Apartment Loan Restructure 2012-02-14 Greenwood Apt Loan Restructure Staff Report RECOMMENDATION/ACTION Approve a term sheet to modify the terms of an existing loan between the City of Clearwater and Greenwood Apartments, LLC, c/o Banc of America Community Development Corporation in the amount of $1,000,000 and to facilitate a change in ownership, management and debt repayment restructure. The loan modification includes increasing the mortgage term from the original 18-year loan to a 30-year, 3% interest loan, effective from the date of closing, adjusting the cash flow priority of the City’s interest, increasing the loan amount due to include accrued interest, modifying the Land Use Restriction Agreement to reflect the new affordability period coterminous with the City’s mortgage as permitted by law. The modification will be contingent upon all terms identified in the term sheet, acquisition of Greenwood Apartments, LLC by HallKeen Management, Inc. and subject to loan closing on or before June 30, 2012, and authorize appropriate officials to execute same SUMMARY On December 31, 2001, the City of Clearwater City Commission approved a $700,000 loan to Greenwood Apartments, LLC c/o Banc of America Community Development Corporation (BACDC) to purchase/renovate Palmetto Park Apartments (formerly known as Greenwood Apartments). Palmetto Park Apartments is a 192-unit rental housing complex originally built in the 1950’s. The property is located at 1001 North Martin Luther King, Jr. Avenue, Clearwater. The original loan included an eighteen-year term with a 10-year deferment or twenty-four months of positive cash flow after developer’s fee, whichever came first and a three percent interest rate from year eleven through eighteen. At the time of renovation, the project costs were estimated at $13 million. First mortgage financing was through Pinellas County Housing Finance Agency bonds in the amount of $6,500,000; other sources of funding included City of Clearwater SHIP funds at $700,000, Pinellas County SHIP funds at $300,000, tax credit equity at $3,900,000, Neighborhood Reinvestment Corporation (through Clearwater Neighborhood Housing Services, Inc.) at $200,000, Brownfields grant at $21,000, Banc of America Equity at $1,100,000 and deferred developer fee at $1,100,000. The City injected an additional $300,000 on March 20, 2003 to bring its total loan amount to $1,000,000 for the acquisition/renovation project. It was anticipated the City would receive approximately $1.25 million dollars in return for its investment through the loan repayment with interest. Due to prior problems with lease-up, high vacancy rates, and low rents, the project has not generated enough positive cash flow to pay the city loan (currently in second position). In its present status, it is not projected that the City will receive any loan payments. The property is currently encumbered by over $9.4 million of debt and is estimated to be valued between $1.3 and $1.5 million. Under the current scenario, the project will probably fail to meet its obligations. The current amount due to the City including interest is $1,185,153. EXHIBIT: STAFF REPORT – Greenwood Apartment Loan Restructure 2012-02-14 In order to improve the project’s status, BACDC is under contract to sell the Banc of America Community Development Corporation’s General Partner interest to HallKeeen Management, Inc (Hallkeen). As part of the contract with HallKeen, BACDC will pay off the existing $3.4 million first mortgage if HallKeen is approved as the new manager of Greenwood Apartments LLC and is able to restructure the existing subordinate debt that will allow all stakeholders to benefit by paying down the debt. In addition, another $1.8 million of BACDC loan will also be eliminated thereby lowering the property debt to about $4.2 million. Hallkeen Management Inc. is a for-profit professional real estate management and investment company with a focus on quality affordable housing communities. Hallkeen manages over 65 properties and 6,500 units of housing along the east coast and takes great pride in its experience and reputation as a strong community partner in planned development and redevelopment initiatives that serve a mix of uses and populations while promoting economic development, affordable housing, smart growth, adaptive reuse and historic preservation principals. Hallkeen is an investor in about 60% of the communities it manages. Hallkeen and Hallkeen’s designated affiliates (together “HKM”) and Clearwater Neighborhood Housing Services, Inc. (CNHS) are requesting that the City of Clearwater modify its loan to the following: 1.Increase the mortgage term from 18 to a new 30-year 3% interest loan, starting on the closing date; 2.Increase the loan amount to include accrued interest to date of closing; 3.Restructure cash flow priorities as reflected in the attached Term Sheet, and; 4.Extend the Land Use Restriction Agreement as reflected in the attached Term Sheet. The modification of the mortgage, note and Land Use Restriction Agreement will be subject to the terms and conditions specified in Palmetto Village Green Apartment LLC Proposed Term Sheet submitted by submitted by HallKeen Management, Inc., and Clearwater Neighborhood Housing Services, Inc. (attached) This restructure will allow for the project to remain solvent and allow HKM to reduce project debt. In addition, it will allow the City to begin to receive an annual return on its investment beginning at an estimated amount of $52,533 in 2012, increasing to $78,998 in 2017, and elevating until the loan is repaid. The increase in net operating income would allow Hallkeen to invest in community projects at the complex. HallKeen’s investment in Palmetto Park Apartments is part of a larger 1,000 unit strategic expansion of HallKeen’s management platform into Florida. Palmetto Park Apartments is one of four deals under negotiation with Banc of America CDC. This loan modification is contingent upon all terms of the Term Sheet having been met, a revision to the Operating Agreement becoming effective, reflecting that the Deferred Development Fee be distributed in accordance with the cash-flow priorities as set forth in the Term Sheet, and upon all four deals closing. NEIGHBORHOOD & AFFORDABLE HOUSING ADVISORY BOARD MEETING MINUTES CITY OF CLEARWATER February 14, 2012 Present: Peggy M. Cutkomp Chair Laurel E. Braswell Vice-Chair Lisa Hughes Board Member Kip Corriveau Board Member Linda Kemp Board Member Vacant Seat Board Member Vacant Seat Board Member Also Present: Geri Campos Lopez Econ. Dev/Housing Director-arrived 9:35 am. Michael Holmes Housing Manager Patricia O. Sullivan Board Reporter The Chair called the meeting to order at 9:00 a.m. at City Hall. To provide continuity for research, items are in agenda order although not necessarily discussed in that order. 3 – Approval of Minutes – January11, 2012 Member Braswell moved to approve the minutes of the regular Neighborhood & Affordable Housing Advisory Board meeting of January 11, 2012, as recorded and submitted in written summation to each board member. The motion was duly seconded and carried unanimously. 4 – FY 2012-13 Consolidated Annual Plan Application and Ranking Process See Exhibit: FY2011-16 Non-Housing Goals 2012-02-14 & Exhibit: FY2011/12 Housing Goals 2012-02-14 Housing Manager Michael Holmes reviewed anticipated funding cuts, City goals, and strategies to attain those goals. The application will award higher points for efforts that help reach City goals and the ranking system will be structured to achieve those goals. Applications will be available on March 1 and due on April 5, 2012. The mandatory bidders’ conference will be scheduled in mid March. Mr. Holmes recommended requiring applicants to submit agency and program budgets and reducing the maximum amount that can be requested for Public Services; approximately $120,000 will be available. Information regarding funding availability and the mandatory meeting for Consolidation Action Plan funding applicants will be emailed to previous applicants and non profits and published in the Tampa Bay Times. In response to a question, Mr. Holmes said homeowners requesting credit counseling will select from eligible agencies that submitted applications. Clearwater currently does not have a program to reduce crime but is working with the Police Department to identify one. Neighborhood & Affordable Housing 2012-02-14 1 Kathy Russell, of Chore Services, said while her agency's claim that it helps stop crime may seem like a stretch, stopping blight conditions does help reduce crime. Consensus was to support staff proposals to meet Consolidated Plan goals, cap Public Services funding requests at $30,000, require the submission of agency and program budgets, and for staff to emphasize at the bidders' conference that agencies should only check application boxes that apply to services they provide and to use space provided to explain how goals will be met rather than attaching a separate page. 5 - Neighborhood and Affordable Housing Board - Membership Mr. Holmes reported the board has two vacancies. Suggestions were made to place an ad in the paper, and post the openings on the City's website, the low-income housing network, and in the Permitting Office where contractors are likely to see it. 6 - Palmetto Park Apartments Loan Modification See Exhibit: Greenwood Apartment Loan Modification Terms and Conditions 2012-02-14 & Exhibit: Staff Report—Greenwood Apartment Loan Restructure 2012-02-14. Mr. Holmes reviewed the loan modification request and proposed changes. The complex is 99% occupied; tenants and rent levels will not change. Economic Development & Housing Director Geri Campos Lopez said the change will put the City in first position for the mortgage. The City plans on using limited SHIP (State Housing Initiatives Partnership)funding; when funds are returned, SHIP money can be used to match HOME Investment Partnership Program dollars. In response to a question, she said the bank wants this property off its books. The loan restructure reduces project debt and improves cash flow. The interest rate will not change; interest owed the City will be added to the loan. This tax credit project has been well maintained. Member Corriveau moved to recommend approval of the Greenwood Apartment loan modification terms and conditions. The motion was duly seconded and carried unanimously. 7 — New/Old Business: None. 8 — Next Meeting — March 13, 2012 9 -Adjourn The m-- tr, adjourned at 9:54 a.m. OPP Attest: / Chair, g •• hood &Affordable / • $ • Advisory Board =oard Reporter Neighborhood &Affordable Housing 2012-02-14 2 EXHIBIT: FY 2011-16 Non-Housing Goals 2012-02-14 FY 2011-16 ( NON-RENTAL/OWNER-OCCUPIED) HOUSING GOALS The overall goal of the housing division is to develop viable communities by providing decent housing, suitable living environments and to expand economic opportunities for very low to moderate income persons and households. The primary means toward this goal is extend and strengthen partnerships among all levels of government and private sector, including for-profit and non-profit organizations. Decent Housing Develop housing, facilities, services and other opportunities for disabled individuals. Assist homeless person to obtain affordable housing  Provide operational support to one homeless facility  Provide funding to increase homeless beds  Provide funding for homeless prevention programs for 300 people in danger of becoming homeless Increase the availability of affordable permanent housing to low to moderate income families  Provide credit counseling and homeownership training to 16 families  Provide funding to agencies that promote fair housing  Develop strategy with local housing authority to provide units and supportive services  Develop supportive facilities for persons with special needs  Assist supportive programs that assist 100 persons with special needs  Assist programs that develop 10 beds for persons with special needs Provide affordable housing that is accessible to job opportunities A Suitable Living Environment Improve the safety and livability of neighborhoods  Demolish substandard and unsafe units per year  Develop program that reduce crime in low to moderate income neighborhoods  Install sidewalks and other public facilities and improvements  Develop Neighborhood Clean-up/Paint your heart out  Clean up contaminated site  Provide funding for one public Improvement project for health care, child care, mental illness  Support programs that feed 3,000 persons  Support programs that provide opportunities for individuals to reduce their dependency on alcohol and drugs  Renovate one commercial structures annually Façade improvement program  EXHIBIT: FY 2011-16 Non-Housing Goals 2012-02-14 Increase access to quality public and private facilities and services  Provide operational support to community health facility  Provide operation support to community elderly/special needs facility  Provide funding to child care center  Provide funding for persons with mental health needs  Provide funding for victims of spouse abuse Expanded Economic Opportunities Job creation and retention for low to moderate persons  Promote opportunities for agencies that provide job training, employability skill, educational attainment, and other related services. Empowerment and self sufficiency for low-income persons to reduce generational poverty in federally assisted housing and public housing EXHIBIT: FY 2011/12 Housing Goals 2012-02-14 FY 2011-12 HOUSING GOALS The overall goal of the housing division is to develop viable communities by providing decent housing, suitable living environments and to expand economic opportunities for very low to moderate income persons and households. The primary means toward this goal is extend and strengthen partnerships among all levels of government and private sector, including for-profit and non-profit organizations. Decent Housing Develop housing, facilities, services and other opportunities for disabled individuals. Assist homeless person to obtain affordable housing  Provide operational support to one homeless facility  Provide funding to increase homeless beds  Provide funding for homeless prevention programs for 300 people in danger of becoming homeless – Safety Harbor Neighborhood Family Center Increase the availability of affordable permanent housing to low to moderate income families  Provide funding to agencies that promote fair housing – Gulf Coast Legal Services, Community Service Foundation  Develop strategy with local housing authority to provide units and supportive services  Develop supportive facilities for persons with special needs  Assist supportive programs that assist 100 persons with special needs  Assist programs that develop 10 beds for persons with special needs Provide affordable housing that is accessible to job opportunities A Suitable Living Environment Improve the safety and livability of neighborhoods  Demolish substandard and unsafe units per year  Develop program that reduce crime in low to moderate income neighborhoods  Install sidewalks and other public facilities and improvements  Develop Neighborhood Clean-up/Paint your heart out  Clean up contaminated site  Provide funding for one public Improvement project for health care, child care, mental illness - Directions for Mental Health, Inc.  Support programs that feed 3,000 persons  Support programs that provide opportunities for individuals to reduce their dependency on alcohol and drugs – WestCare Gulf Coast Florida, Inc.  Renovate one commercial structures annually EXHIBIT: FY 2011/12 Housing Goals 2012-02-14 Façade improvement program  Increase access to quality public and private facilities and services  Provide operational support to community health facility – Willa Carson Health and Wellness Center  Provide operation support to community elderly/special needs facility – Pinellas Opportunity Council  Provide funding to child care center – The Kimberly Home  Provide funding for persons with mental health needs- Personal Enrichment Through Mental Health Services  Provide funding for victims of spouse abuse – Religious Community Services, Inc. The Havens Expanded Economic Opportunities Job creation and retention for low to moderate persons  Promote opportunities for agencies that provide job training, employability skill, educational attainment, and other related services. Empowerment and self sufficiency for low-income persons to reduce generational poverty in federally assisted housing and public housing Exhibit: Greenwood Apartment Loan Modification Terms and Conditions 2012-02-14 ATTACHMENT “C” CITY OF CLEARWATER, FLORIDA HALLKEEN MANAGEMENT, INC. LOAN MODIFICATION TERMS AND CONDITIONS 1. Hallkeen Management, Inc. (HKM) causes the approximately $3.4M first mortgage bond debt secured by Palmetto Village and owned by Greenwood Village, LLC, along with all accrued interest and related fees, to be paid off and discharged completely improving the financial position of all other stakeholders. 2. HKM causes the approximately $1.79M subordinate debt owed to Banc of America Community Development Corporation (BACDC) from Greenwood Village, LLC, along with all accrued interest and related fees, to be forgiven and discharged completely. 3. HKM’s acquisition of BACDC’s 0.006% Class A interest and Clearwater Neighborhood Housing Services’ (CNHS) 0.004% Class A member interest in Greenwood Apartments, LLC, extinguishing CNHS’s right of first refusal to purchase the property and making HKM the new 0.01% Class Member. A fund managed by Enterprise Community Investments (ECI) will remain the 99.99% member in Greenwood Apartments, LLC. 4. HKM becomes the new property manager of Palmetto Village and the Manager of Greenwood Apartments, LLC. 5. HKM acquires BACDC’s 60% ownership in the accrued unpaid developer fee note and CNHS retains ownership in 40% of the accrued unpaid developer fee note. 6. Greenwood Apartments, LLC and CNHS modify the existing Service Agreement between them to extend and insure compliance with the various deed-mandated tenant service programs. 7. All lenders extend the term of all Greenwood Apartments, LLC indebtedness to 30 years. 8. All lenders modify debt repayment terms for all Greenwood Apartments, LLC indebtedness to eliminate any hard annual debt service payments making all debt cash flow contingent. 9. The existing interest rates for each remaining Greenwood Apartments, LLC are unchanged with the following exceptions: a)Pinellas County HFA loan and City of Clearwater SHIP loan rates will be no less than the existing rate of 3.00%. The County and the City will grant HKM the flexibility to increase these rates at the closing to the long term applicable Federal Rate (currently 3.48%) in HKM’s discretion. If the HFA rate is increased, the SHIP loan interest will be increased to the same rate and vice versa. Exhibit: Greenwood Apartment Loan Modification Terms and Conditions 2012-02-14 b)The Developer Fee note rate will be no greater than the existing note rate of 5%, but may be reduced at the closing HKM’s discretion. c)At the closing, the Pinellas HOME loan rate will be set between 0% and the applicable Federal Rate in HKM’s discretion. d)At the closing, the CNHS 200K loan rate will be set between 0% and the applicable Federal Rate in HKM’s discretion. 10. Annual cash flow contingent payments to the Developer Fee Note, HOME, HFA and SHIP loans are provided for as follows: a)Cash flow available to pay the Developer Note, as specified under the current Greenwood Apartments, LLC operating agreement, will first be paid to HFA and SHIP as follows: i.An combined amount to the HFA and SHIP loans equal to the lesser of: 1. 75% of cash flow available to pay the Develop Fee Note under the current Greenwood Apartments, LLC operating agreement; or 2. An amount sufficient to reduce the balance of each respective loan the “End Balance” for the corresponding cash flow year as indicated in the attached Exhibit “A”: Pinellas HFA and City of Clearwater SHIP Loans new 30 Year Amortization Schedule. ii.Payments to the HFA and SHIP pari passu. b)Any remaining cash flow will be paid to Developer Fee Note until paid in full. c)After payment of the Developer Fee Note in full, 40% of any remaining cash will be paid to CHNS $200K Note until paid in full. d)Any remaining cash flow will be paid to HKM in accordance with the existing Company Administration Agreement until paid in full. e)Any remaining cash flow will be paid to HKM and ECI in accordance with Section 8.01 of the Greenwood Apartments, LLC Agreement. f)No cash flow payments will be required to service the Pinellas HOME Loan. 11. Cash proceeds from the sale or refinance of Greenwood Apartments, LLC assets will be paid as follows: a)First, to the City of Clearwater and Pinellas HFA loans pari passu until the loans are paid in full. b)Second, 25% of the remaining proceeds to the Pinellas HOME loan until paid in full. c)Third, to the Developer Fee Note until paid in full. d)Forth, 40% to CHNS $200K loan until paid in full. e)Fifth, to HKM and ECI in accordance with Section 8.02 of the Greenwood Apartments, LLC operating agreement. 12. Cash proceeds from the sale or refinance of Greenwood Apartments, LLC assets will be paid as follows: Exhibit: Greenwood Apartment Loan Modification Terms and Conditions 2012-02-14 a)First, to the City of Clearwater and Pinellas HFA loans pari passu until the loans are paid in full. b)Second, 25% of the remaining proceeds to the Pinellas HOME loan until paid in full. c)Third, to the Developer Fee Note until paid in full. d)Fourth, 40% to CNHS $200K loan until paid in full. e)Fifth, to HKM and ECI in accordance with Section 8.02 of the Greenwood Apartments, LLC operating agreement. 13. Greenwood Apartments, LLC will agree to extend the SHIP loan use restriction to be coterminous with the amended 3thirty-year SHIP loan term. 14. The City of Clearwater and HKM, on behalf of Greenwood Apartments, LLC, will execute the required consents, modifications and use agreement extensions in advance of the closing of the transaction in accordance with the terms described herein and only if the closing occurs on or before June 30, 2012.