City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00163 4/11/2023 Discussion Item 1.
Approval to Amend Riverview Plaza Associates Limited Partnership Agreement for the Rehabilitation at Riverview Plaza Apartments
File ID: 2023-00163
Location: 600 I St, District 4, Represented by Councilmember Valenzuela Recommendation: Adopt a Housing Authority Resolution: 1) Authorizing the Executive Director to negotiate, execute, and enter into the Amendment to the Limited Partnership Agreement of Riverview Plaza Associates, a California limited partnership; and 2) Authorizing the Executive Director to accept the real property located at 600 I Street through the execution of the quit claim deed from Riverview Plaza Associates.
Contact: Mark Hamilton, Director of Rental Assistance Demonstration, (916) 449-6248, [email protected], Sacramento Housing and Redevelopment Agency Presenter: Mark Hamilton, Director of Rental Assistance Demonstration, (916) 449-6248, [email protected], Sacramento Housing and Redevelopment Agency Attachments:
1- Description/Analysis and Background
2- Attachment 1 - Project Narrative
3- Attachment 2 - Vicinity Map
4- Attachment 3 - First Amended and Restated Limited Partnership Agreement of Riverview Plaza Associates, a California limited partnership
5- Attachment 4 - Housing Authority Resolution
6- Attachment 5 - Sources and Uses
7- Attachment 6 - Riverview Plaza Quit Claim Deed
8- Attachment 7 - Amendment to First Amended and Restated Limited Partnership Agreement of Riverview Plaza Associates, a California limited partnership Additional Description/Analysis
Issue Detail: Riverview Plaza, a mixed-use development located at 600 I Street in downtown Sacramento, was developed as a tax credit project in 1989. The residential portion of the building (floors 3-14) consists of 123 1-bedroom units and one 2-bedroom manager unit. The development currently has three office/retail tenants.
File ID: 2023-00163 4/11/2023 Discussion Item 1.
The residential portion is owned by Riverview Plaza Associates, a California Limited Partnership, which is comprised of an investor limited partner, the Housing Authority of the City of Sacramento (with a 99 percent interest), and a non-profit general partner, the Sacramento Housing Development Corporation (SHDC), (with a one percent interest). The County Board of Supervisors sits as the Board of SHDC. The commercial portion of the building, consisting of the office and the first two floors, is owned by HACS.
The Sacramento Housing Authority Repositioning Program, or SHARP, is a non-profit entity created by the Housing Authority to facilitate the development and repositioning of Housing Authority assets.
The Housing Authority of the City of Sacramento (HACS) continues to transition its portfolio through the Rental Assistance Demonstration (RAD) program.
On August 3, 2022, a four percent mortgage revenue bond application was submitted to the California Debt Limit Allocation Committee. The Project was awarded on November 30, 2022.
Sacramento Housing Authority Repositioning Program (SHARP) is the sole member of RVP Group LLC, which serves as General Partner to RVP Group LP, a tax credit limited partnership formed on September 23, 2022. The Housing Authority of the City of Sacramento has awarded RVP Group, LP seller carryback funds towards acquiring Riverview Plaza. The project equity investor or limited partner will be Enterprise Community Partners.
To achieve governing board approvals to close construction financing on May 15, 2023, staff recommends approval of the proposed Second Amended and Restated Limited Partnership Agreement for Riverview Plaza Associates that will allow for the distribution of the development asset to the Housing Authority.
Riverview Plaza: Riverview Plaza is a mixed-use development located at 600 I Street in downtown Sacramento. Office and retail tenants occupy approximately 24,800 square feet on the first two floors.
In addition, vacant office space occupies approximately 16,000 square feet, with the balance occupied by a daycare center, hair salon, and vacant retail space. In total, Riverview has 122,950 square feet. The residential owner, Riverview Plaza Associates, a California Limited Partnership, is currently comprised of the Housing Authority of the City of Sacramento (with a 99 percent interest), and a non-profit general partner, Sacramento Housing Development Corporation (with a one percent interest), for which the Sacramento County Board of Supervisors serves as the Board of Directors.
The development was constructed in 1988 and placed in service as a nine percent Low- Income Housing Tax Credit (LIHTC) project in 1989. The residential portion of the building (floors 3-14) consists of 123 1-bedroom units and one 2-bedroom manager unit. In addition to the residential portion described above, this development includes a courtyard and outdoor terraces, a swimming pool, fitness room, library, commercial kitchen, billiards room, craft room, television lounge, computer room, seating areas, an exercise room, and 12 laundry rooms. The development currently has two
File ID: 2023-00163 4/11/2023 Discussion Item 1.
office/retail tenants.
The public access common area occupies two floors, including the rental office, commission meeting rooms, a hair salon, daycare, market/deli, and currently vacant office spaces for lease on the second floor. There is also a large indoor courtyard common area, the residential lobby, and restrooms.
Floors 3 through 14, in addition to the residential units, have common area cores, community rooms used for billiards, computers, crafts, a TV room, a library, and laundry rooms. The 15th floor has a community/dining room, commercial kitchen, and outdoor terraces. Finally, the 16th floor houses an exercise room, common area restrooms, and an outdoor swimming pool.
Developer: The Sacramento Housing Authority Repositioning Program, Inc. (SHARP) is a non-profit public benefit corporation created by the Housing Authority in 2009 to implement the Housing Authority’s Asset Repositioning Plan. Activities undertaken by SHARP include acquiring, developing, financing, rehabilitating, owning, and operating affordable housing to maintain and preserve these affordable units.
Project Financing: The proposed financing of RVP Group includes a four percent Low-Income Housing Tax Credits (LIHTC) allocation of $32,273,804, tax-exempt bonds tranche (A) $15,729,128 and tranche (B) $24,830,473, a conventional loan $15,729,128, and Housing Authority seller carryback loan $28,114,421, and Housing Authority of the City of Sacramento commercial funding of $2,007,790.
Distributions: The purpose of the Amendment to the First Amended and Restated Limited Partnership Agreement of Riverview Plaza Associates (Attachment 7) is to allow distribution to occur within the current partnership. The Housing Authority of the City of Sacramento (HACS) will receive ownership of the residential portion of the Project from SHDC. The approval of this transaction will allow the Housing Authority City of Sacramento to supply the RVP group project with a seller carryback loan in the amount of $28,114,421.
Policy Considerations: The recommended actions for the Project are consistent with a) United States Department of Housing and Urban Development (HUD) guidelines to reposition and convert City Public Housing Properties under the Rental Assistance Demonstration Program; b) Housing Authority Asset Repositioning Plan; and c) the 2013-2021 Housing Element, Goals H-1.1.1 Sustainable housing practices; H-2.2.4, in part, Pursue and maximize the use of all appropriate state, federal, local and private funding for the development of housing affordable for extremely low-, very low-, and low-income households, while maintaining economic competitiveness in the region; H-3.1.1 Promote extremely low-income housing; and H-5.1 to 5.4 Promote, preserve and create accessible residential development (Resolution No. 2013-415); and is generally consistent with the approved Agency’s Multifamily Lending and Mortgage Revenue Bond Policies (Policies).
All affordable housing units will be regulated for 55 years by the California Tax Credit Allocation
File ID: 2023-00163 4/11/2023 Discussion Item 1.
Committee as a LIHTC funding requirement. In addition, regulatory restrictions of the Project will be specified in the bond regulatory agreement between the Developer and the Housing Authority for 55 years. The Agency will monitor compliance with the regulatory agreement on an annual basis.
Economic Impacts: None
Environmental Considerations: California Environmental Quality Act (CEQA): The proposed action is exempt from environmental review under CEQA pursuant to CEQA Guidelines Section 15301.
National Environmental Policy Act (NEPA): This project is Categorically Excluded from environmental review under NEPA regulations at 24 CFR Section 58.35(a) subsection (a)(3)(ii) and (5).
Sustainability: The proposed Project has been reviewed for consistency with the goals, policies and targets of the Sustainability Master Plan and the 2030 General Plan. If approved, these projects will advance the following goal, policy, and target of goal number one - Energy Independence, specifically by reducing the use of fossil fuels and providing long-term affordable and reliable energy.
Commission/Committee Action: At its meeting on April 5, 2023, it is anticipated that the Sacramento Housing and Redevelopment Commission will recommend approval of the attached resolution. In the event it fails to do so, Staff will advise the Council at the meeting.
Rationale for Recommendation: The recommended actions enable the Agency to continue to fulfill its mission of providing a range of affordable housing opportunities in the City and are consistent with United States Department of Housing and Urban Development (HUD) guidelines related to the repositioning and conversion of City Public Housing Properties under the Rental Assistance Demonstration Program, Housing Authority Asset Repositioning Plan, 2013-2021 Housing Element as part of Sacramento’s 2035 General Plan, and is generally consistent with the Agency’s previously approved Multifamily Lending and Mortgage Revenue Bond Policies.
Financial Considerations: The Housing Authority City of Sacramento will make a monetary contribution to SHDC for $1. Upon receipt of cash proceeds, SHDC will enter into a quit claim deed.
The approval of this transaction will allow the Housing Authority City of Sacramento to supply the RVP group project with a seller carryback loan for $28,114,421.
Local Business Enterprise (LBE):
M/WBE & Section 3 Considerations:
The items discussed in this report have no M/WBE or Section 3 impact; therefore, M/WBE and Section 3 considerations do not apply.
Atta chment 1
Project Narrative
Riverview Plaza
Riverview Plaza is a mixed-use development located at 600 I Street in downtown Sacramento. Office and retail tenants occupy approximately 24,800 SF on the first two floors. Vacant office space occupies approximately 16,000 SF, with the balance occupied by a day -care center, hair salon, and vacant retail space. In total, Riverview has 122,950 SF.
The development was constructed in 1988 and placed in service as a nine percent Low Income Housing Tax Credit (LIHTC) project in 1989. The residential portion of the building (floors 3 -14) consists of 123 1- bedroom units and one 2-bedroom manager unit. In addition to the residential portion described above, this development includes a courtyard and outdoor terraces, swimming pool, fitness room, library, commercial k itchen, billiards room, craft room, television lounge, computer room, seating areas, an exercise room and 12 laundry rooms. The development currently has 2 office/retail tenants.
The public access common area occupies two floors that includes the rental o ffice, commission meeting rooms, a hair salon, daycare, market/deli and currently vacant for lease office spaces on the 2nd floor.
There is also a large indoor courtyard common area, the residential lobby and restrooms. Floors 3 through 14, in addition to the residential units, have common area cores, community rooms used for billiards, computers, crafts, TV room, library and laundry rooms. On the 15th floor, there is a community/dining room, commercial kitchen and outdoor terraces. The 16th floor houses an exercise room, common area restrooms and outdoor swimming pool.
The residential owner, Riverview Plaza Associates, a California Limited Partnership, is currently comprised of the Housing Authority of the City of Sacramento (with a 99% interest), and a non- profit general partner, Sacramento Housing Development Corporation (with a 1% interest), for which the Sacramento County Board of Supervisors serves as the Board of Directors.
RESOLUTION NO. 2023 -
Adopted by the Housing Authority of the City of Sacramento
on date of
AUTHORITY TO AUTHORIZE TRANSFER OF PROPERTY OWNERSHIP FROM
SACRAMENTO HOUSING DEVELOPMENT CORPORATION TO THE HOUSING
AUTHORITY OF THE CITY OF SACRAMENTO AND APPROVAL TO AMEND
RIVERVIEW PLAZA LIMITED PARTNERSHIP AGREEMENT FOR THE
REHABILITATION AT RIVERVIEW PLAZA, 600 I STREET SACRAMENTO, CA.
BACKGROUND
A. The Housing Authority of the City of Sacramento (Housing Authority) continues to address many issues with aging housing stock and underfunding by the US Department of Housing and Urban Development (HUD), and high demand for affordable housing.
B. The Housing Authority proposes an innovative approach to meet the affordable housing demand.
C. The Housing Authority is currently the limited partner of Riverview Plaza Associate, a California limited partnership, with Sacramento Housing Development Corporation as the general partner.
D. Riverview Plaza Associates currently owns the property at 600 I Street. The Housing Authority owns 99% of Riverview Plaza Associates and Sacramento Housing Development Corporation (SHDC) owns 1% of Riverview Plaza Associates.
E. On August 3, 2022, Sacramento Housing A uthority Repositioning Pro gram (SHARP) submitted a four percent mortgage revenue bond application to rehabilitate the property at 600 I Street along with (Big Trees 251 6 H Street); and (Pine Knoll 917 38th Street) two Public Housing properties.
F. The project was awarded on November 30, 2022.
G. SHARP is the sole member of RVP Group LLC, which serves as a General Partner to RVP Group LP.
H. The Housing Authority has awarded RVP Group, LP seller carryback funds towards the acquisition of Riverview Plaza, who is the project equity investor, and the limited partner will be Enterprise Community Partners.
I. The proposed action is administrative and is exempt from enviro nmental review under the National Environmental Policy Act (NEPA) pursuant to 24 Code of Federal Regulations (CFR) section 58.34(a)(3). Environmental Review for specific projects under the Rental Assistance Demonstration (RAD) Program will be
completed prior to any choice limiting action(s) being carried out with regard to such projects.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE HOUSING AUTHORITY OF THE CITY OF SACRAMENTO RESOLVES AS FOLLOWS:
Section 1. The above recitals, including the environmental determinations, are determined to be true and correct.
Section 2. The Executive Director , or designee , is authorized to negotiate, execute, and enter into the Amendment to the First Amended and Restated Limited Partnership Agreement.
Section 3. The Executive Director , or designee, is authorized to accept as a distribution from Riverview Plaza Associates the real property located at 600 I Street via quit claim deed from Riverview Plaza Associates.
Table of Contents:
Exhibit A: Amendment to First Amended and Restated Limited Partnership Agreement of Riverview Plaza Associates, a California limited partnership
Printed 2/8/23 9:57 AM Section 2
1. PROJECT SUMMARY RVP Group: 183 Units
Unit Mix Count
Bedroom
Size Count SF Per Unit Total SF
Net Rent
PUPM Total Rent
ACC Units 0 0-Bedroom 0 0 0 0 0
RAD Units 12 1-Bedroom 182 527 96,000 1,410 3,080,129
PBV Units 168 2-Bedroom 1 1,046 1,046 0 0
LIHTC Only Units 0 3-Bedroom 0 0 0 0 0
Market Units 0 4-Bedroom 0 0 0 0 0
Manager Unit 3 5-Bedroom 0 0 0 0 0
Total 183 Total 183 530 97,046 1,403 3,080,129
Uses of Funds Amount Per Unit Acquis. Basis Rehab Basis LIHTC/Bond Assumptions Land and Building Acquisition 29,106,000 159,049 29,106,000 0 4% Credit Rate 4.00% Demolition Costs 0 0 0 0 9% Credit Rate N/A
Infrastructure Costs 0 0 0 0 LIHTC Pricing $0.880
Hard Costs 29,232,516 159,741 0 27,670,589 Basis Boost? Yes Contingency 4,384,877 23,961 0 4,150,588
Architecture, Engineering, Etc. 2,373,218 12,968 0 2,246,414 50% Test Threshold Legal 325,000 1,776 0 189,314 Aggregate Basis + Land 77,998,647 Construction Financing 5,814,456 31,773 0 3,598,764 Bonds Issued 40,559,601 Permanent Financing 302,291 1,652 0 0 50% Test Threshold 52.00% Relocation 2,254,730 12,321 0 2,254,730
Other Soft Costs 1,615,101 8,826 0 1,139,467 Other Assumptions Developer Fee 7,642,780 41,764 1,455,300 6,187,480 Developer SHARP Reserves / Other 1,754,615 9,588 0 0
Total 84,805,584 463,418 30,561,300 47,437,347
Sources of Funds Construction Permanent Per unit Debt Assumptions LIHTC Investor Equity 3,227,380 32,273,804 176,360 NOI Year 1 1,194,247 Construction Loan- Tax Exempt Tranche A15,729,128 0 0 NOI Year 15 1,246,647 Construction Loan- Tax Exempt Tranche B24,830,473 0 0 DSC Y1 / Y15 1.15 1.15 Permanent Loan 0 15,729,128 85,952 Max Debt Service 1,038,476 SHARP Predevelopment Funds 0 0 0 Loan Amortization 2.0
City Seller Carry-Back Loan 28,114,421 28,114,421 153,631 Loan Term 2.0 HACS Funding 990,000 990,000 5,410 Interest Rate 7.56%
Interim Income 0 257,635 1,408 Max Supportable Debt 1,863,110 Cash Proceeds Note 0 0 0
Accrued Interest 1,299,658 1,950,026 10,656
GP Developer Fee 0 1,783,437 9,746
SHRA Commercial Funding 2,007,790 2,007,790 10,972
Deferred Developer Fee 0 1,699,343 9,286
Total 76,198,851 84,805,584 463,418
Funding Gap 0 0
Net Benefits Operations
Value of Hard Costs/ Design 35,990,610 Effective Gross Income (Year 1) 2,965,001 Plus Reserves to Benefit Project 1,754,615 Less Expenses (Year 1) -1,715,854 Net Project Benefits 37,745,225 Less Reserves -54,900
Less Debt Service Payment -1,038,476
Sponsor Cash Loans 0 Less LP Fee -10,815
Less Cash Acquisition Payment -991,579 Less GP Fee -10,712 Less Fee Earned -4,160,000 Net Cash Flow (Year 1) 134,244 Net Sponsor Investment -5,151,579 Net Cash Flow (Year 15) 175,609 Net Investment as % of Net Benefits -14%
Attachment 5
Printed 2/8/23 9:57 AM Section 2
2. DEVELOPMENT PROGRAM AND RENTS RVP Group: 183 Units
RESIDENTIAL RENTAL UNITS
TaxLIHTCOper.
CreditIncomeSubsidy# GrossUtilityNet TotalMarketFMRTax ACC Description Unit?Restr.TypeUnitsPer UnitTotal RentAllow.Rent AnnualRentFY21CreditRADAvg. '21 Riverview
1BR N N/APBV 1 550 5501,54076 1,46417,5681,5401,400 0 894 558 1BR Y 40%PBV 40 55022,0001,54076 1,464702,7201,5401,400680 894 558 1BR Y 50%PBV 42 55023,1001,54076 1,464737,8561,5401,400850 894 558 1BR Y 60%PBV 40 55022,0001,54076 1,464702,7201,5401,4001,020894 558 2BR N N/AMGR 1 1,0461,046 0 0 0 0 01,756 0 1,1215585BR Y 60%PBV 0 0 0 3,677 3,677 0 3,6773,3431,7402,134558 Pine Knoll
1BR N N/AMGR 1 510 510 0 0 0 0 1,5401,400 0 894 558
1BR Y 40%RAD 6 5103,06097076 89464,3531,5401,400680 894 558 1BR Y 40%PBV 4 5102,0401,54076 1,46470,2721,5401,400680 894 558 1BR Y 50%PBV 10 5105,1001,54076 1,464175,6801,5401,400850 894 558 1BR Y 60%PBV 9 5104,5901,54076 1,464158,1121,5401,4001,020894 558 1BR Y 60%RAD 0 0 0 97076 894 0 1,5401,4001,020894 5581BR Y 60%RAD 0 0 0 97076 894 0 1,5401,4001,020894 558 1BR Y 60%RAD 0 0 0 97076 894 0 1,5401,4001,020894 558
Big Trees Apts
1BR N N/AMGR 1 450 450 0 0 0 0 1,5401,400 0 894 558
1BR Y 40%RAD 6 4502,70097076 89464,3531,5401,400680 894 558 1BR Y 40%PBV 3 4501,3501,54076 1,46452,7041,5401,400680 894 558 1BR Y 50%PBV 10 4504,5001,54076 1,464175,6801,5401,400850 894 558 1BR Y 60%PBV 9 4504,0501,54076 1,464158,1121,5401,4001,020894 558 1BR Y 60%RAD 0 0 0 97076 894 0 1,5401,4001,020894 558
LIHTC Only
0BR Y 60%N/A 0 0 0 857 857 0 1,4041,277952 815 558
1BR Y 60%N/A 0 0 0 91876 842 0 1,5401,4001,020894 558
2BR Y 60%N/A 0 0 0 1,102 1,102 0 1,9311,7561,2241,121558 3BR Y 60%N/A 0 0 0 1,272 1,272 0 2,7452,4961,4131,5935584BR Y 60%N/A 0 0 0 1,4180 1,418 0 3,1972,9071,5761,856558 5BR Y 60%N/A 0 0 0 1,566 1,566 0 3,6773,3431,7402,134558 Market
0BR N N/AN/A 0 0 0 1,404 1,404 0 1,4041,277 0 815 558
1BR N N/AN/A 0 0 0 1,54076 1,464 0 1,5401,400 0 894 558 2BR N N/AN/A 0 0 0 1,931 1,931 0 1,9311,756 0 1,121558
3BR N N/AN/A 0 0 0 2,745 2,745 0 2,7452,496 0 1,593558
4BR N N/AN/A 0 0 0 3,1970 3,197 0 3,1972,907 0 1,856558 5BR N N/AN/A 0 0 0 3,677 3,677 0 3,6773,343 0 2,134558
Total All Residential Rental Units183 97,046 3,080,1293,363,360
UNIT BREAKDOWNS
Type # Units(% of tot)Net SF(% of tot)Ann. Rents(% of tot) Public Housing 0(0.0%) 0(0.0%) 0(0.0%) Bond Test Utilize 17999.44% Project-Based Sect. 8168(91.8%) 89,280(92.0%)2,951,424(95.8%) 40/60 Test:PassIncome Avg. 94,49099.42% RAD 12(6.6%) 5,760(5.9%) 128,705(4.2%) 20/50 Test:Pass N Minimum %:99.42% Tax Credit Only 0(0.0%) 0(0.0%) 0(0.0%) Over-Income:0 Annual LIHTC Revenue:3,062,561 Market Rate 0(0.0%) 0(0.0%) 0(0.0%) Average AMI:49.94%
Manager Units 3(1.6%) 2,006(2.1%) 0(0.0%)
AMI% 20% 30%40%50%60%80%
0BR 0(0.0%) 0(0.0%) 0(0.0%) 0BR 0 0 0 0 0 0
1BR 182(99.5%) 96,000(98.9%)3,080,129(100.0%)1BR 0 0 59 62 58 0 2BR 1(0.5%) 1,046(1.1%) 0(0.0%) 2BR 0 0 0 0 0 0
3BR 0(0.0%) 0(0.0%) 0(0.0%) 3BR 0 0 0 0 0 0
4BR 0(0.0%) 0(0.0%) 0(0.0%) 4BR 0 0 0 0 0 0
5BR 0(0.0%) 0(0.0%) 0(0.0%) 5BR 0 0 0 0 0 0
6BR 0(0.0%) 0(0.0%) 0(0.0%) 6BR 0 0 0 0 0 0
Total 183 97,046 3,080,129 0 0 59 62 58 0
Net Rental Income Comparative Rent Measurements
Square Feet
LIHTC Eligible Units:
LIHTC Eligible Net SF:
Printed 2/8/23 9:57 AM Section 2
3. RESIDENTIAL NET OPERATING INCOMEInflationYr 11 2 3 4 5 6 7 8 9 101112131415AssumptionRate%202320242025202620272028202920302031203220332034203520362037 IncomeACC Rents 0 2.00%75%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0RAD Rents 12 2.00%75%96,617128,705131,279133,905136,583139,314142,101144,943147,842150,798153,814156,891160,029163,229166,494TPV Rents 168 2.00%75%2,215,5902,951,4243,010,4523,070,6623,132,0753,194,7163,258,6113,323,7833,390,2583,458,0643,527,2253,597,7693,669,7253,743,1193,817,982LIHTC Only 0 2.00%75%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Market Rate 0 2.00%75%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Manager Units 3 2.00%75%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Total rents 183 2,312,2063,080,1293,141,7323,204,5663,268,6583,334,0313,400,7113,468,7263,538,1003,608,8623,681,0393,754,6603,829,7533,906,3483,984,475Residential Vacancy/Collection Loss5.00% 75%-115,610-154,006-157,087-160,228-163,433-166,702-170,036-173,436-176,905-180,443-184,052-187,733-191,488-195,317-199,224Tenant Charges 0 2.00%75%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Laundry income 132 2.00%75%18,07424,07724,55825,05025,55126,06226,58327,11427,65728,21028,77429,35029,93730,53531,146Miscellaneous Revenue104 2.00%75%14,35419,12119,50419,89420,29220,69821,11221,53421,96522,40422,85223,30923,77524,25124,736Commercial Vacancy/Collection Loss10.00% 75%-3,243-4,320-4,406-4,494-4,584-4,676-4,769-4,865-4,962-5,061-5,163-5,266-5,371-5,479-5,588 Effective gross income 2,225,7822,965,0013,024,3013,084,7873,146,4833,209,4133,273,6013,339,0733,405,8543,473,9713,543,4513,614,3203,686,6063,760,3383,835,545 Total Income 2,225,7822,965,0013,024,3013,084,7873,146,4833,209,4133,273,6013,339,0733,405,8543,473,9713,543,4513,614,3203,686,6063,760,3383,835,545 Operating Expenses - ResidentialPer UnitAdministrative 2,8223.00%75%387,708516,473531,967547,926564,364581,294598,733616,695635,196654,252673,880694,096714,919736,366758,457Tenant Services 568 3.00%75%78,071104,000107,120110,334113,644117,053120,565124,181127,907131,744135,696139,767143,960148,279152,728Utilities 1,1803.00%75%162,073215,900222,377229,048235,920242,997250,287257,796265,530273,496281,701290,152298,856307,822317,056Maintenance 3,6303.00%75%498,718664,351684,282704,810725,954747,733770,165793,270817,068841,580866,827892,832919,617947,206975,622Protective Services 316 3.00%75%43,36757,77059,50361,28863,12765,02166,97168,98071,05073,18175,37777,63879,96782,36684,837Insurance 619 3.00%75%85,021113,258116,656120,155123,760127,473131,297135,236139,293143,472147,776152,209156,776161,479166,323Other General Expenses104 3.00%75%14,34019,10219,67520,26620,87421,50022,14522,80923,49324,19824,92425,67226,44227,23528,052SHRA Annual Administration Fee137 0.00%75%18,76725,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,000Total Residential Expenses9,376 1,288,0661,715,8541,766,5791,818,8271,872,6421,928,0711,985,1632,043,9682,104,5372,166,9232,231,1812,297,3662,365,5372,435,7532,508,076Net Operating Income (NOI) 937,7161,249,1471,257,7221,265,9601,273,8411,281,3421,288,4381,295,1051,301,3171,307,0481,312,2701,316,9541,321,0691,324,5851,327,469 Operating reserve deps (non-PH)0 0.00%75%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Replacement reserve deps300 3.00%75%41,21354,90056,54758,24359,99161,79063,64465,55367,52069,54671,63273,78175,99478,27480,623 NOI ADJUSTED FOR RESERVES 896,503 1,194,247 1,201,175 1,207,717 1,213,851 1,219,551 1,224,794 1,229,551 1,233,797 1,237,503 1,240,638 1,243,173 1,245,075 1,246,311 1,246,847 Months During Construction Period9 12 - - - - - - - - - - - - - Required Debt Service PaymentsFirst Mortgage Rate 0 0951,9361,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,476Interest Payments 5.70% 0 0818,713884,998876,018866,512856,450845,799834,525822,591809,959796,588782,434767,452751,594Principal Payments 0 0133,223153,478162,458171,964182,026192,677203,951215,885228,517241,888256,042271,024286,882Remaining Principal 15,729,12815,729,12815,595,90515,442,42715,279,96915,108,00514,925,97814,733,30114,529,35014,313,46514,084,94813,843,05913,587,01713,315,99413,029,111 Total Debt Service 0 0951,9361,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,476Debt Service Coverage Ratio N/AN/A1.261.161.171.171.181.181.191.191.191.201.201.201.20Remaining Cash Flow 896,503 1,194,247 249,238 169,241 175,375 181,075 186,318 191,076 195,321 199,027 202,162 204,697 206,599 207,835 208,371 FeesDeferred Developer Fee1,699,343 0 0227,066146,403151,852156,847161,362165,371168,846171,757174,074175,7660 0 0MIP 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0LP Fees 10,5003.00%75%10,50010,81511,13911,47411,81812,17212,53812,91413,30113,70014,11114,53414,97015,42015,882GP Fees 10,4003.00%75%10,40010,71211,03311,36411,70512,05612,41812,79113,17413,57013,97714,39614,82815,27315,731Total 20,90021,527249,238169,241175,375181,075186,318191,076195,321199,027202,162204,69729,79830,69231,613 REMAINING CASH 875,603 1,172,720 - - - - - - - - - - 176,800 177,143 176,758 Notes Paid from Cash Flow Ground Lease Rent Annual RentAnnual Increase84,417112,453115,827119,302122,881126,567130,364134,275138,303142,453146,726151,128155,662160,332165,142Rent Payments 112,4533%75%84,417112,4530 0 0 0 0 0 0 0 0 0 0100,047130,445Unpaid Rent 0 0115,827119,302122,881126,567130,364134,275138,303142,453146,726151,128155,66260,28534,697Cumulative Unpaid Rent 0 0115,827235,129358,009484,577614,941749,216887,5191,029,9721,176,6981,327,8261,483,4881,543,7721,578,469Cumulative Interest RateType 0 0 03,47510,52921,26935,80654,25476,731103,357134,256169,557209,39177,09646,313Interest 3.00%Simple 0 03,4757,05410,74014,53718,44822,47626,62630,89935,30139,83544,50546,31347,354Paid Interest 0 0 0 0 0 0 0 0 0 0 0-176,800-77,096-46,313 City Seller Carry-Back LoanRateType 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Interest Payments 3.86%Compounding0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Principal Payments 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Remaining Principal28,114,421 28,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,421Cumulative Interest 01,085,2172,212,3233,382,9354,598,7335,861,4617,172,9308,535,0219,949,69011,418,96512,944,95314,529,84516,175,91417,885,52119,661,119Interest 1,085,2171,127,1061,170,6121,215,7981,262,7281,311,4691,362,0921,414,6681,469,2751,525,9891,584,8921,646,0691,709,6071,775,5981,844,136 Cash Proceeds Note RateType 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Interest Payments 3.86%Compounding0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Principal Payments 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Remaining Principal 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Cumulative Interest 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Interest 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 REMAINING CASH 791,186 1,060,267 - - - - (0) - - - - (0) (0) (0) (0) To GP 0.01% 12 0 0 0 0 0 0 0 0 0 0 0 0 0 0To LP 99.99% 118,7970 0 0 0 0 0 0 0 0 0 0 0 0 0 Printed 2/8/23 9:57 AM Section 2
3. RESIDENTIAL NET OPERATING INCOME
IncomeACC RentsRAD Rents TPV RentsLIHTC OnlyMarket RateManager UnitsTotal rentsResidential Vacancy/Collection LossTenant ChargesLaundry incomeMiscellaneous RevenueCommercial Vacancy/Collection Loss Effective gross income Total Income Operating Expenses - ResidentialAdministrativeTenant ServicesUtilitiesMaintenanceProtective ServicesInsuranceOther General ExpensesSHRA Annual Administration FeeTotal Residential ExpensesNet Operating Income (NOI) Operating reserve deps (non-PH)Replacement reserve deps
NOI ADJUSTED FOR RESERVES
Required Debt Service PaymentsFirst MortgageInterest PaymentsPrincipal PaymentsRemaining Principal Total Debt ServiceDebt Service Coverage RatioRemaining Cash FlowFeesDeferred Developer FeeMIPLP FeesGP FeesTotal REMAINING CASHNotes Paid from Cash Flow
Ground Lease RentRent PaymentsUnpaid RentCumulative Unpaid RentCumulative InterestInterestPaid Interest City Seller Carry-Back LoanInterest PaymentsPrincipal PaymentsRemaining PrincipalCumulative InterestInterest Cash Proceeds NoteInterest PaymentsPrincipal PaymentsRemaining PrincipalCumulative InterestInterest REMAINING CASHTo GPTo LP
RVP Group: 183 Units161718192021222324252627282930203820392040204120422043204420452046204720482049205020512052 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0169,824173,220176,684180,218183,823187,499191,249195,074198,975202,955207,014211,154215,377219,685224,0793,894,3413,972,2284,051,6734,132,7064,215,3604,299,6674,385,6614,473,3744,562,8424,654,0984,747,1804,842,1244,938,9665,037,7465,138,5010 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 04,064,1654,145,4484,228,3574,312,9244,399,1834,487,1664,576,9104,668,4484,761,8174,857,0534,954,1945,053,2785,154,3445,257,4315,362,579-203,208-207,272-211,418-215,646-219,959-224,358-228,845-233,422-238,091-242,853-247,710-252,664-257,717-262,872-268,1290 0 0 0 0 0 0 0 0 0 0 0 0 0 031,76932,40433,05233,71334,38835,07535,77736,49337,22237,96738,72639,50140,29141,09741,91825,23025,73526,25026,77527,31027,85628,41428,98229,56130,15330,75631,37131,99832,63833,291-5,700-5,814-5,930-6,049-6,170-6,293-6,419-6,547-6,678-6,812-6,948-7,087-7,229-7,373-7,5213,912,2563,990,5014,070,3114,151,7174,234,7524,319,4474,405,8364,493,9524,583,8314,675,5084,769,0184,864,3994,961,6875,060,9205,162,1393,912,2563,990,5014,070,3114,151,7174,234,7524,319,4474,405,8364,493,9524,583,8314,675,5084,769,0184,864,3994,961,6875,060,9205,162,139 781,211804,647828,787853,650879,260905,638932,807960,791989,6151,019,3031,049,8821,081,3791,113,8201,147,2351,181,652157,309162,029166,889171,896177,053182,365187,836193,471199,275205,253211,411217,753224,285231,014237,944326,568336,365346,456356,850367,555378,582389,939401,638413,687426,097438,880452,047465,608479,576493,9641,004,8901,035,0371,066,0881,098,0711,131,0131,164,9431,199,8921,235,8891,272,9651,311,1541,350,4891,391,0031,432,7341,475,7161,519,98787,38290,00492,70495,48598,350101,300104,339107,469110,693114,014117,435120,958124,586128,324132,174171,313176,452181,746187,198192,814198,599204,557210,693217,014223,524230,230237,137244,251251,579259,12628,89429,76130,65431,57332,52033,49634,50135,53636,60237,70038,83139,99641,19642,43243,70525,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,00025,0002,582,5682,659,2952,738,3242,819,7242,903,5652,989,9223,078,8703,170,4863,264,8513,362,0463,462,1583,565,2723,671,4813,780,8753,893,5511,329,6881,331,2061,331,9871,331,9941,331,1861,329,5241,326,9661,323,4661,318,9811,313,4621,306,8611,299,1261,290,2061,280,0451,268,587 0 0 0 0 0 0 0 0 0 0 0 0 0 0 083,04185,53288,09890,74193,46496,26799,156102,130105,194108,350111,600114,948118,397121,949125,607 1,246,647 1,245,674 1,243,889 1,241,252 1,237,723 1,233,257 1,227,810 1,221,336 1,213,787 1,205,112 1,195,260 1,184,178 1,171,809 1,158,097 1,142,980 - - - - - - - - - - - - - - - 1,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,476734,807717,039698,231678,322657,248634,942611,330586,336559,880531,876502,233470,856437,643402,486365,273303,668321,437340,245360,154381,228403,534427,146452,140478,596506,600536,243567,620600,833635,990673,20312,725,44312,404,00612,063,76111,703,60711,322,37910,918,84510,491,69810,039,5589,560,9629,054,3628,518,1197,950,4997,349,6666,713,6776,040,474 1,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761,038,4761.201.201.201.201.191.191.181.181.171.161.151.141.131.121.10208,171 207,198 205,413 202,776 199,247 194,781 189,334 182,860 175,311 166,636 156,784 145,702 133,333 119,621 104,504 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 016,35916,84917,35517,87618,41218,96419,53320,11920,72321,34421,98522,64423,32424,02324,74416,20316,68917,19017,70518,23618,78419,34719,92720,52521,14121,77522,42923,10123,79424,50832,56233,53834,54535,58136,64837,74838,88040,04741,24842,48543,76045,07346,42547,81849,252 175,609 173,659 170,868 167,196 162,599 157,033 150,454 142,814 134,063 124,151 113,024 100,629 86,908 71,803 55,252 170,096175,199180,455185,868191,444197,188203,103209,196215,472221,936228,594235,452242,516249,791257,285128,255125,050120,755115,291108,576100,52591,04680,04467,41853,06536,87218,7250 0 041,84150,14959,70070,57782,86896,662112,057129,152148,054168,872191,722216,727242,516249,791257,2851,620,3101,670,4591,730,1591,800,7361,883,6041,980,2662,092,3242,221,4762,369,5302,538,4022,730,1242,946,8513,189,3673,439,1583,696,44347,35448,60950,11451,90554,02256,50859,40862,77066,64471,08676,15281,90488,40697,178128,55048,60950,11451,90554,02256,50859,40862,77066,64471,08676,15281,90488,40695,681103,175110,893-47,354-48,609-50,114-51,905-54,022-56,508-59,408-62,770-66,644-71,086-76,152-81,904-86,908-71,803-55,252 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 028,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42121,505,25423,420,57425,409,82527,475,86029,621,64531,850,25834,164,89436,568,87639,065,65141,658,80244,352,04847,149,25450,054,43253,071,74956,205,5361,915,3191,989,2512,066,0362,145,7852,228,6122,314,6372,403,9822,496,7752,593,1512,693,2462,797,2062,905,1783,017,3183,133,7863,254,750 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (0) (0) - (0) - (0) (0) - (0) - (0) - (0) (0) (0) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Printed 2/8/23 9:57 AM Section 2
4. DEVELOPMENT BUDGET RVP Group: 183 Units
Resid. (incl. Resid.ConstructionPermanentTax Credit2022amenities)Comm'lCost/UnitPeriodPeriodEligibleAcct'gCost94.7%5.34%183 PortionPortionBasisCodeLand and Building AcquisitionLand 0 0 0 0 0 0 0 0N/AExisting structures 0 028,236,23928,236,2390 154,29628,236,239028,236,239N/ASHARP Loan Payment 869,761869,7610 4,753869,7610 869,761N/A Subtotal 29,106,00029,106,0000 159,04929,106,000029,106,000 Hard Cost BreakdownHard Costs - Rehab 137,411per unit25,146,25023,802,6571,343,593130,06925,146,250023,802,657DLiability Insurance 1.25% 314,328297,53316,7951,626314,3280 297,533DGC Contingency 0.0% 0 0 0 0 0 0 0DP&P Bond 1.0% 251,463238,02713,4361,301251,4630 238,027DContractor Profit and Overhead6.0% 1,508,7751,428,15980,6167,8041,508,7750 1,428,159DGeneral Conditions 8.0% 2,011,7001,904,213107,48710,4062,011,7000 1,904,213D Subtotal 159,74129,232,51627,670,5891,561,927151,20529,232,516027,670,589 ContingencyContingency - Construction29,232,51615.00%4,384,8774,150,588234,28922,6814,384,8770 4,150,588D Subtotal 4,384,8774,150,588234,28922,6814,384,8770 4,150,588 Architectural, Engineering, and Other FeesArchitectural fees 33,617,3934.9%1,647,2521,559,23888,0158,5201,647,2520 1,559,238DEngineering fees 33,617,3932.1%705,965668,24537,7213,652705,9650 668,245DReal estate attorney 200,000189,31410,6861,035200,0000 189,314DEnvironmental report 50,00047,3282,672259 50,0000 47,328DBuilding permits and utility hook up fees25,146,2501.5%377,194357,04020,1541,951377,1940 357,040DBuilder's risk and property insurance25,146,2501.0%251,463238,02713,4361,301251,4630 251,463DOther costs - Community Building 0 0 0 0 0 0 0DSurvey fees 20,00018,9311,069103 20,0000 18,931DOther 0 0 0 0 0 0 0DAccounting and auditing 25,00023,6641,336129 1,00024,000 0DConstruction Manager/Clerk 0 0 0 0 0 0 0DTitle and Recording 60,00056,7943,206310 60,0000 0D Subtotal 3,336,8743,158,581178,29317,2603,312,87424,0003,091,558 Construction Financing FeesConstruction Loan Fees40,559,6011.00%405,596405,5960 2,216405,5960 405,596DInterest (construction period only)1,741,0101,741,0100 9,5141,741,0100 1,741,010DInterest (post-construction) 1,362,5261,362,5260 7,445 1,362,5260DAccrued Interest (construction period only)1,299,6581,299,6580 7,1021,299,6580 1,299,658DAccrued Interest (post-construction)650,368650,3680 3,554 650,3680DMortgage Insurance Premium 0 0 0 0 0 0 0DFHA Application and Inspection Fee 0 0 0 0 0 0 0DCDLAC - Bond Issuance Fee40,559,6010.50%202,798202,7980 1,108202,7980 0DLender Legal 65,00065,0000 355 65,0000 65,000DOther Lender Fees 30,00030,0000 164 30,0000 30,000DBond Counsel 50,00050,0000 273 50,0000 50,000DConstruction Inspection500157,5007,099401 39 7,5000 7,500D Subtotal 5,814,4565,814,05540131,7713,801,5622,012,8943,598,764 Permanent Financing FeesPermanent loan origination15,729,1281.00%157,291157,2910 860157,2910 0APrinting and Distribution 0 0 0 0 0 0 0AFannie Mae Delivery Fee15,729,1280.00%0 0 0 0 0 0 0AApplication fee 25,00025,0000 137 25,0000 0AStandby Fee 15,729,1280.00%0 0 0 0 0 0 0ALegal and other: 95,00095,0000 519 95,0000 0AFannie Mae Counsel 0 0 0 0 0 0 0AUnderwriter Fee 0 0 0 0 0 0 0AUnderwriters Counsel 0 0 0 0 0 0 0ATrustee Fee + Counsel + Rating 0 0 0 0 0 0 0AConversion Fee 10,00010,0000 55 10,0000 0AConstruction Monitoring1,0001515,00014,199801 78 15,0000 0A Subtotal 302,291301,4908011,647302,2910 0 Soft CostsProperty appraisal 7,500322,50021,2981,202116 22,5000 21,828AMarket study 10,000330,00030,0000 164 30,0000 0DTax credit fees 3,667,8451%211,068211,0680 1,153211,0680 0ARelocation expenses 12,3211832,254,7302,254,7300 12,3212,254,7300 2,254,730DConstruction period utilities 5,0005,0000 27 5,0000 0DEnterprise 90,00085,1914,809466 90,0000 0DSoft Cost Contingency12,196,9204.0%487,877461,80926,0682,524487,8770 461,809DMarketing and leaseup 5,0005,0000 27 5,0000 0D Subtotal 3,106,1753,074,09732,07916,7983,106,1750 2,738,367 Developer/Consultant FeesDeveloper fee - Rehab41,249,86715.0%6,187,4806,187,4800 33,8111,202,9294,984,5516,187,480DDeveloper fee - Acquisition29,106,0005.0%1,455,3001,455,3000 7,952282,9301,172,3701,455,300DProject Management/ Dev. Consultant0 0 0 0 0 0 0D Subtotal 7,642,7807,642,7800 41,7641,485,8596,156,9217,642,780 Total Project Costs Before Intermediary & Reserves82,925,96980,918,1802,007,790442,17674,732,1558,193,81577,998,647 Intermediary CostsOrganizational/partnership expenses50,00050,0000 273 50,0000 0N/ASyndication legal 75,00075,0000 410 75,0000 0N/A Subtotal 125,000125,0000 683125,0000 0 Capitalized ReservesYear FundedOperating reserve 20232,809,2301,404,6151,404,6150 7,675 01,404,6150N/AInitial Deposit to Replacement Reserves350,000350,0000 1,913350,0000 0N/A Subtotal 1,754,6151,754,6150 9,588350,0001,404,6150 Donations in Support of Local Housing Needs0.2500%0 0 0 0 0 0 0N/A Total Intermediary & Reserves 1,879,6151,879,6150 10,271475,0001,404,6150 Total Development Costs 84,805,58482,797,7952,007,790452,44775,207,1559,598,43077,998,647 Notes/Assumptions
Printed 2/8/23 9:57 AM Section 2
5. FUNDING SOURCES AND TIMING ASSUMPTIONS RVP Group: 183 Units ConstructionPermanent% of $ per Compound First FirstNon-RelatedFirst PeriodPeriod Perm. Res. UnitInterestFreq.Amort- InterestPrincipalRecourse?Party?Mortgage? AmountAmountTotal 183 Rate(1=ann, etc.)izationTermPrincipalInterestDateDate1=Y; 0=N1=Y; 0=N1=Y; 0=N Equity
LIHTC Investor Equity 3,227,38032,273,804 38% 176,360
Hard Debt (in order of lien status)
Construction Loan- Tax Exempt Tranche A15,729,128 0 0% 05.700% 2.02.0 0 0 Construction Loan- Tax Exempt Tranche B24,830,473 0 0% 07.560% 2.02.0 0 Permanent Loan 015,729,128 19% 85,9525.700% 35.018.0 1 1 Soft Debt
SHARP Predevelopment Funds 0 0 0% 0
City Seller Carry-Back Loan 28,114,42128,114,421 33% 153,6313.860% 1 57 57 3 3 7/1/257/1/25 HACS Funding 990,000990,000 1% 5,4103.000% 1 57 57 1 1 7/1/257/1/25 Interim Income 0 257,635 0% 1,408
Cash Proceeds Note 0 0 0% 03.860% 1 57 57 3 3 7/1/257/1/25 Accrued Interest 1,299,6581,950,026 2% 10,656
GP Developer Fee 0 1,783,437 2% 9,746
SHRA Commercial Funding 2,007,7902,007,790 2% 10,972
Deferred Developer Fee 0 1,699,343 2% 9,2860.000% 1 57 57 3 3 7/1/257/1/25 Financing +Gap/-Surplus 0 0 0% 0
Total Funding Sources 76,198,85184,805,584100% 463,418
TIMING ASSUMPTIONS TAX CREDIT CALCULATIONS RehabilitationAcquisition First BldgLast BldgTC Equity Pay-Ins (on Last Bldg Date) Eligible basis (from Dev'l Budg. page) 47,437,34730,561,300 Item Date Date % $ Notes Less all grant proceeds used to finance costs in eligible basis0 0 Partnership close 4/1/234/1/23 10.00%3,227,380 Less reduction to Threshold Basis Limit 0 0 50% Completion 9/29/239/29/23 0.00% 0 Less nonqualified non-recourse financing 0 0 Construction completion/placed in service7/1/247/1/24 3.09% 997,261457-day construction15 Less non-qualifying portion of higher quality units 0 0 Qualified occupancy (100%) 8/31/248/31/24 0.00% 061-day leaseup Less historic credit (residential portion only) 0 0 Stabilized occupancy 1/1/251/1/25 86.38%27,878,112 Less eligible basis amount voluntarily excluded 0 0 Final cost cert, 8609's, 2021 tax return4/1/264/1/26 0.53% 171,051 Total requested unadjusted eligible basis 47,437,34730,561,300 Total 100%32,273,804 High cost area adjustment 14,231,204 0 Adjusted eligible basis 61,668,55130,561,300
Tax Exempt Bond 50% Test Applicable fraction=min of SF or unit ratio99.44%99.42% 99% 99% Rehabilitation Buildings 48,892,647 Qualified basis 61,311,67330,384,441 Acquisition Buildings 29,106,000 Less credit reduction 0 0 Land 0 Adjusted qualified basis 61,311,67330,384,441
Total Bond Basis 77,998,647 Annual potential credit 4.00% 2,452,4671,215,378 Estimated Bonds Proceeds 40,559,60152.00% Credit allocation limit 53% Bond Basis Threshold 41,339,28353.00% Annual credit (lesser of potential or limit) Meets 50% test FAIL Total credit over 10 years
Limited partner share 99.99%
Credit pricing assumption $0.880
SUPPORTABLE DEBT CALCULATIONS
Minimum NOI adjusted for reserves after first year (from Res. NOI page)15,729,1281,194,2471,194,247 Required debt service coverage level 1.15x 1.15x
NOI available for debt service 1,038,476
LTV 90%
36,674,777
32,273,804
Source
Payment Type
(1=pay;2=defer;3=cashflow)
3,667,845
36,678,445
Printed 2/8/23 9:57 AM Section 2
6. DEVELOPMENT PERIOD CASH FLOW0 1 2 3 4 5 6 7 8 9PredevApr-23May-23Jun-23Jul-23Aug-23Sep-23Oct-23Nov-23Dec-23 SOURCES OF FUNDSConstr.Perm.LIHTC Investor Equity3,227,38032,273,804 3,227,3800 0 0 0 0 0 0 0Construction Loan- Tax Exempt Tranche A15,729,1280 4,173,6051,344,1913,035,1693,233,2873,942,8770Construction Loan- Tax Exempt Tranche B24,830,4730 143,3174,105,8263,396,8863,418,2862,705,015SHRA Commercial Funding2,007,7902,007,790 64,76764,76797,15197,151178,110178,110178,110178,110178,110Permanent Loan 015,729,128SHARP Predevelopment Funds0 0 3,039,962-3,039,962City Seller Carry-Back Loan28,114,42128,114,421 28,114,421HACS Funding 990,000990,000 558,935431,065Interim Income 0257,635 0Cash Proceeds Note0 0 0Accrued Interest1,299,6581,950,026 091,83292,91092,91092,91092,91092,91092,91092,910GP Developer Fee01,783,437Deferred Developer Fee01,699,343 0 Total 76,198,85184,805,5843,039,96233,099,1461,931,8563,225,2293,423,3484,357,2144,376,8463,667,9063,689,3062,976,035 Cumulative Sources0 3,039,96236,139,10838,070,96441,296,19344,719,54149,076,75553,453,60157,121,50760,810,81463,786,849 USES OF FUNDSLand 0 0 0 0 0 0 0 0 0 0 0Existing structures28,236,23928,236,239 28,236,2390 0 0 0 0 0 0 0SHARP Loan Payment869,761869,761 869,7610 0 0 0 0 0 0 0Hard Costs - New Construction0 0 0 0 0 0 0 0 0 0 0Hard Costs - Rehab25,146,25025,146,250 824,4671,099,2902,061,1682,198,5792,885,6352,885,6352,335,9902,335,9901,786,346Sales Tax 0 0Bond Premium 0 0Liability Insurance314,328314,328 10,30613,74125,76527,48236,07036,07029,20029,20022,329GC Contingency 0 0 0 0 0 0 0 0 0 0 0P&P Bond 251,463251,463 8,24510,99320,61221,98628,85628,85623,36023,36017,863Contractor Profit and Overhead1,508,7751,508,775 49,46865,957123,670131,915173,138173,138140,159140,159107,181General Conditions2,011,7002,011,700 65,95787,943164,893175,886230,851230,851186,879186,879142,908Contingency - Site Work0 0Contingency - Construction4,384,8774,384,877 143,766191,689359,416383,377503,183503,183407,338407,338311,494Architectural fees1,647,2521,647,252988,35159,90059,90059,90059,90059,90059,90059,90059,90059,900Engineering fees705,965705,965423,57925,67125,67125,67125,67125,67125,67125,67125,67125,671Real estate attorney200,000200,000 200,000Environmental report50,00050,00050,000Building permits and utility hook up fees377,194377,194377,1940Builder's risk and property insurance251,463251,463 22,86022,86022,86022,86022,86022,86022,86022,86022,860Other costs - Community Building0 0Survey fees 20,00020,00020,000Other 0 0 0Accounting and auditing1,00025,000 1,0000Construction Manager/Clerk0 0 0Title and Recording60,00060,000 30059,700Construction Loan Fees405,596405,596405,5960Interest (construction period only)1,741,0101,741,010 019,82526,21040,62755,98575,616101,483122,883144,419Interest (post-construction)01,362,526Accrued Interest (construction period only)1,299,6581,299,658 91,83292,91092,91092,91092,91092,91092,91092,910Accrued Interest (post-construction)0650,368Mortgage Insurance Premium0 0 0FHA Application and Inspection Fee0 0 0CDLAC - Bond Issuance Fee202,798202,798202,7980Lender Legal 65,00065,00065,0000Other Lender Fees30,00030,00030,0000Bond Counsel 50,00050,000 50,000Negative arbitrage0 0 0Other 0 0 0Construction Inspection7,5007,500 7,500Permanent loan origination157,291157,291 157,291Printing and Distribution0 0 0 0Fannie Mae Delivery Fee0 0 0 0Application fee25,00025,00025,0000Standby Fee 0 0 0 0Legal and other:95,00095,000 95,000Conversion Fee10,00010,000 10,000Construction Monitoring15,00015,000 01,3641,3641,3641,3641,3641,3641,3641,3641,364Property appraisal22,50022,50022,500Market study 30,00030,00030,000Tax credit fees211,068211,068211,068Relocation expenses2,254,7302,254,730 204,975204,975204,975204,975204,975204,975204,975204,975204,975Construction period utilities5,0005,000 333333333333333333333333333Enterprise 90,00090,00090,000Soft Cost Contingency487,877487,87797,57535,48235,48235,48235,48235,48235,48235,48235,48235,482Marketing and leaseup5,0005,000Developer fee - Rehab1,202,9296,187,48080.96% 1,202,9290 0 0 0 0 0 0 0Developer fee - Acquisition282,9301,455,30019.04% 282,9300 0 0 0 0 0 0 0Project Management/ Dev. Consultant0 0Organizational/partnership expenses50,00050,000 50,000Tax opinion 0 0Commissions 0 0Bridge loan fees 0 0Bridge loan interest0 0Syndication legal75,00075,000 75,000Syndication inspection fees0 0Other: HOPE VI Admin0 0Operating reserve01,404,615Interim Shortfall Reserve0 0 0 0Initial Deposit to Replacement Reserves350,000350,000 350,000Section 8 Reserve0 0Property Insurance Impounds0 0Fannie Mae Counsel 0 0 0Underwriter Fee 0 0 0Underwriters Counsel0 0 0Trustee Fee + Counsel + Rating 0 0 0Good Faith Deposit0 0 0 Total 75,207,15584,805,5843,039,96233,099,1461,931,8563,225,2293,423,3484,357,2144,376,8463,667,9063,689,3062,976,035 Cumulative Uses0 3,039,96236,139,10838,070,96441,296,19344,719,54149,076,75553,453,60157,121,50760,810,81463,786,849 +Gap / -Surplus-991,6960 0 0 0 0 0 0 0 0 0 0 Cumulative +gap / -surplus 0 0 0 0 0 0 0 0 0 0CONSTRUCTION EXPENSE FLOWMonthly construction spending as % of total0.00%3.28%4.37%8.20%8.74%11.48%11.48%9.29%9.29%7.10%Cumulative construction spending as % of total0.00%3.28%7.65%15.85%24.59%36.07%47.54%56.83%66.12%73.22% CONSTRUCTION LOAN- Tranche ABegin balance 0 04,173,6055,517,7958,552,96411,786,25115,729,12815,729,12815,729,12815,729,128Principal +draw /-repayment 04,173,6051,344,1913,035,1693,233,2873,942,8770 0 0 0Interest (paid monthly) 019,82526,21040,62755,98574,71374,71374,71374,713End balance 04,173,6055,517,7958,552,96411,786,25115,729,12815,729,12815,729,12815,729,12815,729,128 CONSTRUCTION LOAN- Tranche BBegin balance 0 0 0 0 0 0143,3174,249,1437,646,02911,064,315Principal +draw /-repayment 0 0 0 0 0143,3174,105,8263,396,8863,418,2862,705,015Interest (paid monthly) 0 0 0 0 0 90326,77048,17069,705End balance 0 0 0 0 0143,3174,249,1437,646,02911,064,31513,769,331 City Seller Carry-Back LoanBegin balance 0 028,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,421Principal +draw /-repayment 028,114,4210 0 0 0 0 0 0 0Interest (paid monthly) 090,43590,43590,43590,43590,43590,43590,43590,435End balance 028,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,421HACS FundingBegin balance 0 0558,935990,000990,000990,000990,000990,000990,000990,000Principal +draw /-repayment 0558,935431,0650 0 0 0 0 0 0Interest (paid monthly) 01,3972,4752,4752,4752,4752,4752,4752,475End balance 0558,935990,000990,000990,000990,000990,000990,000990,000990,000 Printed 2/8/23 9:57 AM Section 2
6. DEVELOPMENT PERIOD CASH FLOW
SOURCES OF FUNDSConstr.Perm.LIHTC Investor Equity3,227,38032,273,804Construction Loan- Tax Exempt Tranche A15,729,1280Construction Loan- Tax Exempt Tranche B24,830,4730SHRA Commercial Funding2,007,7902,007,790Permanent Loan 015,729,128SHARP Predevelopment Funds0 0City Seller Carry-Back Loan28,114,42128,114,421HACS Funding 990,000990,000Interim Income 0257,635Cash Proceeds Note0 0Accrued Interest1,299,6581,950,026GP Developer Fee01,783,437Deferred Developer Fee01,699,343 Total 76,198,85184,805,584 Cumulative Sources0 USES OF FUNDSLand 0 0Existing structures28,236,23928,236,239SHARP Loan Payment869,761869,761Hard Costs - New Construction0 0Hard Costs - Rehab25,146,25025,146,250Sales Tax 0 0Bond Premium 0 0Liability Insurance314,328314,328GC Contingency 0 0P&P Bond 251,463251,463Contractor Profit and Overhead1,508,7751,508,775General Conditions2,011,7002,011,700Contingency - Site Work0 0Contingency - Construction4,384,8774,384,877Architectural fees1,647,2521,647,252Engineering fees705,965705,965Real estate attorney200,000200,000Environmental report50,00050,000Building permits and utility hook up fees377,194377,194Builder's risk and property insurance251,463251,463Other costs - Community Building0 0Survey fees 20,00020,000Other 0 0Accounting and auditing1,00025,000Construction Manager/Clerk0 0Title and Recording60,00060,000Construction Loan Fees405,596405,596Interest (construction period only)1,741,0101,741,010Interest (post-construction)01,362,526Accrued Interest (construction period only)1,299,6581,299,658Accrued Interest (post-construction)0650,368Mortgage Insurance Premium0 0FHA Application and Inspection Fee0 0CDLAC - Bond Issuance Fee202,798202,798Lender Legal 65,00065,000Other Lender Fees30,00030,000Bond Counsel 50,00050,000Negative arbitrage0 0Other 0 0Construction Inspection7,5007,500Permanent loan origination157,291157,291Printing and Distribution0 0Fannie Mae Delivery Fee0 0Application fee25,00025,000Standby Fee 0 0Legal and other:95,00095,000Conversion Fee10,00010,000Construction Monitoring15,00015,000Property appraisal22,50022,500Market study 30,00030,000Tax credit fees211,068211,068Relocation expenses2,254,7302,254,730Construction period utilities5,0005,000Enterprise 90,00090,000Soft Cost Contingency487,877487,877Marketing and leaseup5,0005,000Developer fee - Rehab1,202,9296,187,480Developer fee - Acquisition282,9301,455,300Project Management/ Dev. Consultant0 0Organizational/partnership expenses50,00050,000Tax opinion 0 0Commissions 0 0Bridge loan fees 0 0Bridge loan interest0 0Syndication legal75,00075,000Syndication inspection fees0 0Other: HOPE VI Admin0 0Operating reserve01,404,615Interim Shortfall Reserve0 0Initial Deposit to Replacement Reserves350,000350,000Section 8 Reserve0 0Property Insurance Impounds0 0Fannie Mae Counsel 0 0Underwriter Fee 0 0Underwriters Counsel0 0Trustee Fee + Counsel + Rating 0 0Good Faith Deposit0 0 Total 75,207,15584,805,584 Cumulative Uses0 +Gap / -Surplus-991,6960 Cumulative +gap / -surplusCONSTRUCTION EXPENSE FLOWMonthly construction spending as % of totalCumulative construction spending as % of total CONSTRUCTION LOAN- Tranche ABegin balancePrincipal +draw /-repaymentInterest (paid monthly)End balance CONSTRUCTION LOAN- Tranche BBegin balancePrincipal +draw /-repaymentInterest (paid monthly)End balance City Seller Carry-Back LoanBegin balancePrincipal +draw /-repaymentInterest (paid monthly)End balanceHACS FundingBegin balancePrincipal +draw /-repaymentInterest (paid monthly)End balance RVP Group: 183 Units10 11 12 13 14 15 16 17 18 19 20 21 22Jan-24Feb-24Mar-24Apr-24May-24Jun-24Jul-24Aug-24Sep-24Oct-24Nov-24Dec-24Jan-25Total 0 0 0 0 0 0997,2610 0 0 0 028,049,16332,273,804-15,729,128 02,121,1522,134,5151,812,9431,824,3641,165,8191,010,65438,093188,333189,519190,713191,915193,124-24,830,473 0178,110178,110145,727145,72780,95964,767 0 2,007,79015,729,12815,729,1280 00 28,114,4210 990,00036,80536,80536,80536,80536,80536,80536,805 257,6350 092,91092,91092,91092,91092,91092,91092,91092,91092,91092,91092,91092,91092,910 1,950,0261,783,4371,783,4371,699,3431,699,3432,392,1722,405,5352,051,5792,063,0011,339,6881,168,3311,165,068318,047319,234320,428321,629322,8386,831,18584,805,58466,179,02168,584,55670,636,13572,699,13674,038,82475,207,15576,372,22376,690,27077,009,50477,329,93277,651,56177,974,39984,805,584 0 0 0 0 00 0 0 0 28,236,2390 0 0 0 0 0 869,7610 0 0 0 0 0 0 0 01,511,5231,511,5231,236,7011,236,701687,056549,6450 0 25,146,2500018,89418,89415,45915,4598,5886,8710 0 314,3280 0 0 0 0 0 0 0 015,11515,11512,36712,3676,8715,4960 0 251,46390,69190,69174,20274,20241,22332,9790 0 1,508,775120,922120,92298,93698,93654,96443,9720 0 2,011,7000263,572263,572215,650215,650119,80595,8440 0 4,384,87719,96719,96719,96719,96719,96719,967 1,647,2528,5578,5578,5578,5578,5578,557 705,965200,00050,000377,1947,6207,6207,6207,6207,6207,620 251,463020,000024,000 25,000060,000405,596161,460174,823188,271199,692211,186218,531 1,741,010224,898225,138226,324227,518228,720229,9290 1,362,52692,91092,91092,91092,91092,91092,910 1,299,65892,91092,91092,91092,91092,91092,91092,910 650,36800202,79865,00030,00050,000007,500157,2910025,000095,00010,000455455455455455455 15,00022,50030,000211,06868,32568,32568,32568,32568,32568,325 2,254,730333333333333333333 5,00090,00011,82711,82711,82711,82711,82711,827 487,8775,000 5,0000 0 0 0 0 0685,9290 0 0 0 04,298,6216,187,4790 0 0 0 0 0161,3310 0 0 0 01,011,0391,455,300050,000000075,000001,404,6151,404,6150350,00000000002,392,1722,405,5352,051,5792,063,0011,339,6881,168,3311,165,068318,047319,234320,428321,629322,8386,831,18484,805,58366,179,02168,584,55670,636,13572,699,13674,038,82475,207,15576,372,22376,690,27077,009,50477,329,93277,651,56177,974,39984,805,5830 0 0 0 0 0 0 0 0 0 0 0 -10 0 0 0 0 0 0 0 0 0 0 0 -1
6.01%6.01%4.92%4.92%2.73%2.19%0.00%0.00%0.00%0.00%0.00%0.00%0.00% 100.00%79.23%85.25%90.16%95.08%97.81%100.00%100.00%100.00%100.00%100.00%100.00%100.00%100.00% 15,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,1280 0 0 0 0 0 0 0 0 0 0 0-15,729,128 074,71374,71374,71374,71374,71374,71374,71374,71374,71374,71374,71374,71374,713 1,412,77315,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,12815,729,1280 13,769,33115,890,48218,024,99719,837,94021,662,30422,828,12323,838,77723,876,87024,065,20324,254,72224,445,43524,637,34924,830,4732,121,1522,134,5151,812,9431,824,3641,165,8191,010,65438,093188,333189,519190,713191,915193,124-24,830,473 086,747100,110113,557124,979136,473143,817150,184150,424151,611152,805154,006155,215156,4321,921,90815,890,48218,024,99719,837,94021,662,30422,828,12323,838,77723,876,87024,065,20324,254,72224,445,43524,637,34924,830,4730 28,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,4210 0 0 0 0 0 0 0 0 0 0 0 0 28,114,42190,43590,43590,43590,43590,43590,43590,43590,43590,43590,43590,43590,43590,435 2,079,99928,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,42128,114,421 990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000990,0000 0 0 0 0 0 0 0 0 0 0 0 0 990,0002,4752,4752,4752,4752,4752,4752,4752,4752,4752,4752,4752,4752,475 55,847990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000990,000
NO FEE DOCUMENT:
Entitled to free recording
per Government Code 27383.
Recording Requested by the
SACRAMENTO HOUSING AND
REDEVELOPMENT AGENCY
801 12th Street
Sacramento, California 95814
Attention: Real Estate Department
APN #: 052-0134-007-0000
Mail Tax Statements to:
Housing Authority of the
City of Sacramento
801 12th St
Sacramento, CA 95814
ATTN: Finance Dept.
QUITCLAIM DEED
The undersigned grantor(s) declare(s):
Documentary Transfer Tax is $ 0.00 City Transfer Tax: $ 0.00 R&T Code 11922 ( ) Unincorporated Area (XX) City of Sacramento
computed on full value of property conveyed, or
computed on full value less value of liens and encumbrances remaining at time of sale.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
RIVERVIEW PLAZA ASSOCIATES, a California limited partnership, (the "Grantor"), hereby quitclaims to the HOUSING AUTHORITY OF THE CITY OF SACRAMENTO, a public body, corporate and politic (the "Grantee"), the real property, (the "Property"), described in Exhibit “A” which is attached to, and incorporated in this Quitclaim Deed by this reference.
IN WITNESS WHEREOF, the Grantor has executed this Quitclaim Deed as of the date below.
DATED:
GRANTOR:
Riverview Plaza Associates,
a California limited partnership
La Shelle Dozier, Executive Director
APPROVED AS TO FORM:
Agency Counsel
ATTACH NOTARY ACKNOWLEDGMENT FORM
CERTIFICATE OF ACCEPTANCE
THIS IS TO CERTIFY that the interest in real property conveyed by this Quitclaim dated from RIVERVIEW PLAZA ASSOCIATES , a California limited partnership ("Seller"), to the HOUSING AUTHORITY OF THE CITY OF SACRAMENTO , a public body, corporate and politic ("Authority"), is hereby accepted by the Executive Director of the Authority pursuant to authority conferred by Authority Resolution Number HA 81 -094 adopted on September 29, 1981, and the Authority consents to recordation of the Quitclaim Deed by its duly authorized officers.
LA SHELLE DOZIER
Executive Director
Date
APN: 006-0032-029-0002
Property Address: 600 I Street
EXHIBIT “A”
LEGAL DESCRIPTION
The land described herein is situated in the State of California, County of Sacramento, City of Sacramento, described as follows:
Parcel 2, as shown on that certain Parcel Map entitled "Parcel A, 62 PM 14, also being Lots 1 & 2 of the Block bounded by 6th, 7th, 'I' and 'J' Streets", recorded October 11, 1988 in Book 107 of Parcel Maps, at Page 28, Records of Sacramento County.
Together with those certain Reciprocal Access Easements (R.A.E.) on, under, over and across Parcel 3, as said Parcel is shown on said Parcel Map.
AMENDMENT TO
FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
RIVERVIEW PLAZA ASSOCIATES,
a California limited partnership
THIS AMENDMENT (this “Amendment”) to the First Amended a nd Restated Limited Partnership Agreement (the “LPA”) of Riverview Plaza Associates, a California limited partnership (“Partnership”) is entered into as of February __, 2023 (the “Effective Date”), by and between Sacramento Housing Development Corporation, a California nonprofit public benefit corporation, as General Partner (the “GP”), and the Housing Authority of the City of Sacramento, a public body, corporate and politic, as limited partner (the “LP”, and collectively with the GP, the “Partners”). All capitalized terms used herein but not def ined shall have meaning attributed to such term in the LPA.
BACKGROUND
A. Pursuant to that certain Option Assignment and Transfer Agreement dated as of August 8, 2008, by and between the Partnership, the GP, the LP, Chevron U.S.A. Inc ., and the Redevelopment Agency of the City of Sacramento (the “Agency”) (the “Transfer Agreement”) , the GP assigned its right, title and interest in and to that certain Put and Option Agreement dated as of December 21, 2004 , by and between the Partnership, the GP, the LP, the Age ncy and Sepulveda Properties, Inc. (“Sepulveda”) (the “Option Agreement”) to the LP.
B. On or about August 8, 2008 , the LP exercised the option pursuant to the Option Agreement and purchased Sepulveda’s entire limited partnership interest in the Partnership, which amounted to a 99% ownership of the Partnership.
C. Partnership and the Partners now wish to amend the LPA as further set forth in this Amendment.
AMENDMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set out and f or other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto amend the LPA as follows:
1. All references in the LPA to “Sepulveda Properties, Inc., a California corporation,” are hereby deleted and replaced with “Housing Authority of the City of Sacrament o, a public body, corporate and politic.”
2. The following definitions in Section 1 of the LPA are hereby deleted and replaced with the following:
Distribution. A transfer of money or other property f rom the P artnership to a Partner in the Partner’s capacity as a Partner or to a transferee on account of a transferable interest owned by the transferee.
Excess Cash. All cash funds of the Partnership on hand from time to time (other than cash funds obtai ned as Contributions to the capital of the Partnership by the Partners and cash funds obtained from loans to the Partnership), after (1) payment of all Partnership Expenses as of such time, (2) provision for payment of all outstanding and unpaid current obligations of the Partnership as of such time, plus the amount that would be needed, if the Partnership were to be dissolved, wound up, and terminated at such time, to satisfy the preferential rights upon dissolution, winding up, and termination of Partners whose preferential rights are superior to those of Persons receiving a Distribution, and (3) provision for Reserves, as defined herein.
3. Section 6.9 of the LPA is hereby deleted in its entirety and replaced with the following:
The General Partner, in its sole and absolute discretion, may make a Distribution before the dissolution and winding up of the Partnership to the Partners.
4. Section 8.1(b) of the LPA is hereby deleted in its entirety.
5. Exhibit B of the LPA is hereby deleted in its entirety and replaced with Exhibit B-1 attached hereto and incorporated herein by reference.
6. Except as amended hereby, the LPA is acknowledged to be in full force and effect as written. Nothing in this Amendment is intended to waive any rights or remedies of the Partners.
7. This Amendment contains the entire understanding among the parties and supersedes any prior understandings and/or written or oral agreements among them respecting this Amendment.
There are no representations, agreements, arrangeme nts, or understandings, oral or written, between or among the parties hereto relating to this Amendment that are not fully expressed herein.
8. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties to this Amendment may execute this Amendment by signing any of the counterparts.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
General Partner:
Limited Partner:
SACRAMENTO HOUSING DEVELOPMENT
CORPORATION,
a California nonprofit public benefit
corporation
HOUSING AUTHORITY OF THE CITY OF
SACRAMENTO,
a public body, corporate and politic
By: ______________________________
Name:____________________________
Its:_______________________________
By:_______________________________
La Shelle Dozier,
Executive Director
Exhibit B-1
Percentage Interests
Partners
Percentage Interests
Sacramento Housing Development Corporation
1%
Housing Authority of the City of Sacramento 99%