REPORT DATE ISSUED: September 17, 2014 REPORT NO: HCR14-072 ATTENTION: SUBJECT: Chair and Members of the San Diego Housing Commission For the Agenda of October 10, 2014 San Diego Square Apartments Final Financing Authorization COUNCIL DISTRICT: 3 REQUESTED ACTION Authorize the issuance of a Housing Authority of the City of San Diego multifamily housing revenue Note to fund the acquisition and rehabilitation of San Diego Square Apartments, which will preserve affordable housing. STAFF RECOMMENDATION That the San Diego Housing Commission (Housing Commission): 1) Recommend the Housing Authority of the City of San Diego (Housing Authority) authorize the issuance of a multifamily housing revenue note in the principal amount not to exceed $17,825,000, for HDP Broadway L.P., a California limited partnership, to acquire and rehabilitate San Diego Square Apartments (SDS) located at 1055 Ninth Avenue, San Diego, 92101; and 2) Request that the San Diego City Council (City Council) hold a Tax Equity and Fiscal Responsibility Act (TEFRA) hearing, pursuant to Section 147(f) of the Internal Revenue Service Code of 1986, as amended (IRS Code). SUMMARY SDS is a 156-unit rental complex for seniors (over age 62) located at 1055 Ninth Avenue in Downtown San Diego on the city block bounded by Ninth and 10 th avenues, Broadway and C Street (Attachment 1 - maps). The development consists of a 12-story residential tower (with 154 one-bedroom, one-bath rental units and two managers units) and a two-story adjoining commercial building on Broadway with approximately 18,849 square feet. The commercial space is subleased to Community Research Foundation to provide mental health services. SDS includes a 29-space surface parking lot, gated access, recreation room, fire sprinklers, outdoor pool and spa, laundry room and two elevators. Unit amenities include: stove/oven, refrigerator, central heat and air conditioning, garbage disposal, and individual balconies. A San Diego Trolley station is located two blocks east between 11 th Avenue and Park Boulevard. Bus service is available on multiple sides. SDS has access to shopping, downtown services and cultural amenities. Currently SDS is 99 percent occupied (two vacancies) and has approximately a one-year waiting list of prospective tenants.
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 2 Land Lease The SDS land (approximately 1.38 acres, 60,113 square feet) is owned by the City of San Diego (City) and was leased to the former owner, San Diego Kind Corporation (SDKC), a California nonprofit, with occupancy restricted to low income senior renters (62 and older). Housing Development Partners (HDP) has negotiated a new ground lease with the City (Resolution R-308190). On May 13, 2013, the City Council authorized a new Percentage Ground Lease agreement between the City and HDP. The new 65-year land lease will be executed and will start when HDP obtains all of its financing for the rehabilitation work. HDP s new ground lease with the City will continue to restrict occupancy to lowincome senior renters. Under the new ground lease, there is a one-time $4,000,000 rent pre-payment to the City, due when the construction loan is recorded. Annual ground lease payments will be equal to a base rent of 4.5 percent of gross revenue with an adjustment every five years based upon growth in the Consumer Price Index over the prior five-year period. For the second through fifth year of each fiveyear lease cycle, the City will receive a supplemental rent ground lease payment equal to 50 percent of the increase in base rent from the first year of the five-year cycle. The City will receive 50 percent of net commercial operating income. To the extent that cash flow is insufficient to make the City lease payments as required, unpaid balances will accrue. Building ownership transfers to the City at the end of the 65-year lease term. The ground lease payments to the City are included in HDP s pro forma (Attachment 2 - pro forma). HDP Purchase On February 13, 2014, HDP purchased the SDS improvements and existing leasehold interest from the former owner SDKC. HDP s purchase financing included a $7,900,000 one-year loan from the Local Initiatives Support Corporation (LISC). HUD Project-Based Housing Vouchers SDS s construction was originally financed by a U.S. Department of Housing and Urban Development (HUD) Section 202 direct mortgage loan to SDKC. For all the SDS affordable units, the project has received and will continue to receive a HUD operating subsidy in the form of a project-based Section 8 Housing Assistance Payment (HAP) contract. Under this project-based program tenants pay a maximum of 30 percent of their income toward rent with the remainder federally subsidized up to a contract rent level approved by HUD. HDP and HUD have negotiated a 20-year HAP contract extension to 2034. The HAP contract extension will be executed concurrently with escrow closing. Building Conditions/Proposed Rehabilitation Work None of the 156 units has been substantially renovated since SDS was constructed in 1979. A May 13, 2014, Capital Needs Assessment (CNA) by EMG Corporation identified an estimated $2,827,288 in costs for critical repairs, non-critical repairs and near-term replacement reserves. HDP intends to complete a comprehensive renovation including: interior upgrades (cabinets, counters, floors, hardware, painting, energy-efficient windows and doors, appliances, bathrooms, fixtures, fire/life safety), exterior upgrades (balconies, handrails, exterior painting, ivy removal), full roof replacement, building systems improvements (mechanical, electrical, elevators), and site work (new sidewalks and street trees, parking lot resurfacing, fencing, pool upgrades, plus Americans with Disabilities Act upgrades). An estimated rehabilitation summary is included as Attachment 3. To optimize energy performance and building sustainability, HDP will select replacement products, fixtures and appliances in accordance with the Housing Commission s Sustainability Guidelines. The current estimate of rehabilitation costs is $11,941,655 ($76,549/unit). This figure includes estimated costs to address immediate repairs, necessary building system replacements, aesthetic upgrades, general contractor s overhead/profit/general
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 3 requirements, contractor s 1.6 percent contingency, and a construction hard costs owner s contingency of 8.69 percent ($1,037,556). The multifamily housing revenue Note proceeds cannot be used for commercial space improvements. Allgire General Contractors Inc. has been selected as the General Contractor under a negotiated arrangement. The subcontractors costs will be bid out. Development Team HDP will act as the managing member of HDP Broadway Management, LLC, a California limited liability company, which will act as the general partner of the borrower. The borrower will own and operate SDS (Attachment 4 Organization Chart). HDP is a California 501(c) (3) non-profit public benefit corporation which was incorporated in April 1990, and is an affiliate of the Housing Commission. HDP is a separate legal entity established by the Housing Commission to acquire and develop low- and moderate-income housing and to provide services related to housing. HDP is an experienced developer and has successfully participated in affordable housing developments throughout San Diego, most recently completing the Mason Hotel in Downtown San Diego (an historic rehabilitation and reconfiguration of a Single Room Occupancy building that had been severely damaged). HDP has developed 789 units of affordable housing within the City, including projects serving seniors, families, workers and special needs residents. On June 11, 2013, the Housing Authority approved a development plan for HDP to lease and rehabilitate the vacant 94-unit Hotel Churchill. That rehabilitation is in progress. HDP s Board of Directors includes the President and Chief Executive Officer (President & CEO) of the Housing Commission, Commissioners Gary Gramling and Roberta Spoon, and community members. The current HDP Board consists of five members. See detailed disclosure below. Table 1 Development Team Summary ROLE/FIRM Owner - HDP Broadway, L.P., a California limited partnership Architect - Basis Architecture & Consulting (San Rafael) Civil Engineer - Kettler Leweck Engineering (San Diego) Environmental Phase II - Leighton and Associates (San Diego) Contractor - Allgire General Contractors Inc. (Carlsbad) Relocation Consultant - EPIC Land Solutions, Inc. (San Diego) Property Manager - SK Management (Encino) Permanent Lender (multifamily housing revenue Note) - Citibank, N.A. Tax Credit Investor - Boston Capital (Boston) Relocation HDP and its relocation consultant have confirmed that the proposed relocation will comply with the Federal Uniform Relocation Act. All federal and state relocation requirements will be applicable. Permanent relocation is not anticipated; however, rehabilitation work will require temporary relocation of all tenants. A relocation study was completed by EPIC Land Solutions Inc. and relocation noticing was completed between May 31 and June 6, 2013. New move-in tenants also have received noticing. HDP s pro forma has budgeted $974,074 for relocation. This amount includes relocation consultant administration costs. Financing Structure The acquisition and rehabilitation of SDS has an estimated total development cost of $38,956,670 ($249,722 per unit). HDP proposes to sell SDS to HDP Broadway LLC, for $17,070,070, with financing
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 4 from a tax-exempt multifamily housing Note, 4 percent tax credits, and an HDP seller s $9,070,000 carryback note. Because of more favorable financing terms, a Housing Commission loan for this project no longer is needed. The following tables summarize the estimated sources and uses of funds: Table 2 - Proposed Total Project Estimated Sources Permanent Financing Sources Amounts Percent of Total Permanent Loan (multifamily housing revenue Note proceeds) $17,825,000 45.76% 4 Percent Tax Credit Equity $12,061,670 30.96% Seller (HDP) Carryback Note $9,070,000 23.28% Total Financing Sources $38,956,670 100% Table 3 - Proposed Total Project Estimated Uses (Permanent) Estimated Financing Uses Amounts Per Unit Percent of Total Building Acquisition $17,070,000 $109,423 43.82% Front End Ground Lease Payment to City $4,000,000 $25,641 10.27% Rehabilitation Hard Costs $11,941,655 $76,549 30.65% Permits/Fees $130,000 $833.33% Architectural and Engineering $585,000 $3,750 1.50% Third Party Reports (Due Diligence) $112,017 $718.29% Financing Costs $103,832 $666.27% Reserves $1,320,919 $8,467 3.39% Bond and Tax Credit Costs $386,375 $2,477.99% Soft Costs $1,906,872 $12,224 4.89% Developer Fee $1,400,000 $8,974 3.59% Estimated Total Development Cost (TDC) 156 Units $38,956,670 $249,722 100% Tax-Exempt Financing The Housing Commission utilizes the Housing Authority's tax-exempt borrowing status to pass on lower interest rate financing (and make federal 4 percent tax credits available) to developers of affordable housing. The IRS Code governs the Housing Authority's ability to issue bonds or notes. To issue bonds or notes for a project, the Housing Authority must first submit an application to the California Debt Limit Allocation Committee (CDLAC) for a private activity bond volume cap allocation. A general description of the Multifamily Bond Program and a summary of the actions that must be taken by the Housing Authority and City Council to initiate and finalize proposed financings are described in Attachment 5. On July 16, 2014, SDS received a $17,825,000 bond allocation from CDLAC. On August 20, 2014, the California Tax Credit Allocation Committee (TCAC) approved $1,154,550 in annual 4 percent tax credits. The estimated total tax credits amount is $12,061,670. The proposed financing structure will meet all the requirements of the Housing Commission's Multifamily Housing Revenue Bond Program policy. Housing Commission staff also will work with the City Attorney to ensure that the financing structure fully complies with the City's ordinance on bond disclosure. The financing team members have been selected in accordance with the existing Housing Commission policy for the issuance of bonds or notes. Financial advisors and bond counsels are designated on a
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 5 rotating basis from the firms selected through a competitive RFP process. The Housing Commission s financing team includes bond counsel Jones Hall, A Professional Law Corporation, and financial advisor CSG Advisors. The financial advisor s feasibility analysis/recommendation is at Attachment 6. TEFRA Hearing A San Diego City Council TEFRA hearing for SDS was held September 24, 2013 (Resolution R-308461). The resulting TEFRA approval expired after one year. Therefore the IRS Code requires a new TEFRA hearing and approval, which is anticipated to be held October 28, 2014. Public Disclosure and Authorization for Issuance of Tax-Exempt Debt Description of the Proposed Note The tax-exempt debt, in the form of the Note, will be sold through a private placement, purchased directly by Citibank, N.A. (Citi). Citi is a qualified institutional buyer within the meaning of the U.S. securities laws. At closing, Citi will sign an Investor s Letter certifying, among other things, that it is buying the Note for its own account and not for public distribution. Because the Note is being sold through a private placement, an Official Statement will not be used. In addition, the Note will be neither subject to continuing disclosure requirements nor credit enhanced or rated. Under the private placement structure for this transaction, Citi will make a loan to the Housing Authority pursuant to the terms of a Funding Loan Agreement among Citi, the Housing Authority and a to-be-selected Fiscal Agent. The loan made to the Housing Authority (Funding Loan) by Citi will be evidenced by the Note, which will obligate the Housing Authority to pay Citi the amounts it receives from the Borrower, as described below. The Housing Authority and the Borrower will enter into a Borrower Loan Agreement pursuant to which the proceeds of the Funding Loan will be advanced to the Borrower. In return, the Borrower agrees to pay the Fiscal Agent amounts sufficient for the Fiscal Agent to make payments on the Note. The Housing Authority s obligation to make payments on the Note is limited to amounts the Fiscal Agent receives from the Borrower under the Borrower Loan Agreement, and no other funds of the Housing Authority are pledged to make payments on the Note. The transfer of the Note to any subsequent purchaser will comply with Housing Commission policy PO300.301. Moreover, any subsequent Note holder would be required to represent to the Housing Authority that it is a qualified institutional buyer or accredited investor who is buying the Note for investment purposes and not for resale, and it has made due investigation of any material information necessary in connection with the purchase of the Note. The following documents will be executed on behalf of the Housing Authority with respect to the Note: Funding Loan Agreement, Borrower Loan Agreement, Assignment of Deed of Trust, Regulatory Agreement and other ancillary loan documents. At the time of docketing, documents in substantially final form will be presented to members of the Housing Authority. Any changes to the documents following Housing Authority approval require the consent of the City Attorney s Office and Bond Counsel. The Note will be issued pursuant to the Funding Loan Agreement. Based upon instructions contained in the Funding Loan Agreement and the Borrower Loan Agreement, Citi will disburse Note proceeds for eligible costs and will, pursuant to an assignment from the Housing Authority, receive payments from the Borrower.
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 6 The Borrower Loan Agreement sets out the terms of repayment and the security for the loan made by the Housing Authority to the Borrower, and the Housing Authority assigns its rights to receive repayments under the loan to Citi. The Regulatory Agreement will be recorded against the property in order to ensure the long-term use of the project as affordable housing. The Regulatory Agreement also will ensure that the project complies with all applicable federal and state laws. An Assignment of Deed of Trust and other Loan Documents, which assigns the Housing Authority s rights and responsibilities as the issuer to Citi, is signed by the Housing Authority for the benefit of Citi. Rights and responsibilities that are assigned to Citi include the right to collect and enforce the collection of loan payments, monitor project construction and related budgets, and enforce insurance and other requirements. These rights will be used by Citi to protect its financial interests as the holder of the Note. AFFORDABLE HOUSING IMPACT SDS consists of 155 one-bedroom units and one two-bedroom unit. The two-bedroom unit and one of the one-bedroom units will be occupied by resident managers. SDS will have 154 affordable units with occupancy and rent restrictions for very-low and low-income seniors (age 62+) with incomes at 50 percent of San Diego Area Median Income (AMI) ($31,600 income per year for a one bedroom unit). Under the HUD HAP contract, tenants will pay rents equal to 30 percent of their income. With the proposed Housing Commission tax-exempt bond financing, affordability restrictions will remain in effect for 55 years. Table 4 Affordability Table Affordability Mix One Bedroom Two Bedrooms Total Tax Credit Restricted Units * (1 bath, 550 sq. ft.) (1 bath, 1,087 sq. ft.) Units * 50 Percent AMI units 32 0 32 60 Percent AMI units (TCAC restricted at closing) 117 0 117 60 Percent AMI units (TCAC restricted at final 8609 stage) 5 0 5 Subtotal Tax Credit Restricted Units 154 0 154 Managers units 1 1 2 Total Units 155 1 156 * all 154 units are covered by a Section 8 HAP contract. Estimated Timeline Milestone Date CDLAC Financing Allocation Award Meeting July 16, 2014 TCAC Tax Credit Approval Meeting August 20, 2014 Housing Commission Review for Final Financing Authorization October 10, 2014 Housing Authority Review for Final Financing Authorization October 28, 2014 City Council Holds a TEFRA Hearing October 28, 2014 Estimated Escrow/Financing Closing and Note Issuance November 7, 2014 Estimated Start of Rehabilitation November 10, 2014 Estimated Completion of Rehabilitation. November 10, 2015
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 7 FISCAL CONSIDERATIONS The proposed funding sources and uses approved by this action were approved by the Housing Authority in the Fiscal Year 2015 Housing Commission Budget. Approving this action will not change the Housing Commission Fiscal Year 2015 total budget. Fiscal Year 2015 funding sources approved by this action will be as follows: Bond Issuance Fees approximately $44,562.50. Fiscal Year 2015 funding uses approved by this action will be as follows: Rental Housing Finance Program Administration Costs approximately $44,562.50. There are no fiscal impacts to the Housing Commission, the City of San Diego or the Housing Authority associated with the requested bond actions. The Note will not constitute a debt of the City of San Diego. If the Note ultimately is issued for the project, the Note will not financially obligate the City, the Housing Authority or the Housing Commission because security for the repayment of the Note will be limited to specific private revenue sources. Neither the faith and credit nor the taxing power of the City nor the faith and credit of the Housing Authority will be pledged to the payment of the bonds. The developer is responsible for the payment of all costs under the financing, including the Housing Commission's. issuer fees (estimated $44,563at closing and $22,281 annually), ) as well as Housing Commission bond counsel and financial advisor fees. Payments to Housing Commission include an estimated $7,000 payment for attorney costs, and an estimated $23,100 annual payment for affordability monitoring. PREVIOUS COUNCIL and/or COMMITTEE ACTION On May 14, 2013, the City Council approved amending the SDS ground lease with SDKC (R-308156) and approved a new SDS Percentage Ground Lease with HDP (R-308190 and RR-308190). The Housing Commission and Housing Authority approved (respectively on September 13, 2013 and September 24, 2013), an up to $6,000,000 residual receipts loan plus approved the initial steps to issue up to $17,825,000 of tax-exempt multifamily housing revenue bonds. On September 24, 2013 the City Council held a TEFRA hearing as required by the IRS Code. The resulting TEFRA approval (effective for one year) has expired. On April 30, 2014 the City Council authorized execution of HDP s First Amendment to the Percentage Ground Lease for SDS. COMMUNITY PARTICIPATION and PUBLIC OUTREACH EFFORTS On June 19, 2013, the Downtown Community Planning Council unanimously approved HDP s proposal to acquire and rehabilitate SDS. KEY STAKEHOLDERS and PROJECTED IMPACTS Stakeholders for this project include: the residents of SDS, the City of San Diego as the land owner and lessor of the land, SDKC as seller, and HDP as the developer and managing member of HDP Broadway Management LLC, which is the managing member of the borrower. Community Research Foundation is a sub-lessee of the SDS commercial space, and the Housing Commission is the proposed lender. The property rehabilitation is expected to have a positive impact on the community because it will preserve existing affordable housing for downtown seniors.
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 8 ENVIRONMENTAL REVIEW This project is covered under the Final Environmental Impact Report (FEIR) for the San Diego Downtown Community Plan (DCP), the Centre City Planned District Ordinance, and the 10th Amendment to the Centre City Redevelopment Plan, certified by the Agency and City Council on March 14, 2006 (Resolutions R-04001 and R-301265 respectively), and subsequent addenda to the FEIR certified by the Agency on August 3, 2007 (Agency Resolution R-04193), April 21, 2010 (Agency Resolutions R-04508 and R-04510), and August 3, 2010 (Agency Resolution R-04544). The FEIR is a Program EIR prepared in compliance with State California Environmental Quality Act (CEQA) Guidelines Section 15168. In connection with the approval of the DDA for the Project on June 4, 2013, a FEIR Consistency Evaluation (Evaluation) was prepared in accordance with suggested best practices outlined in CEQA Guidelines Section 15162 and Section 15168. The Evaluation concluded that the environmental impacts of the project were adequately addressed in the FEIR and the project is within the scope of the development program described in the FEIR; therefore, no further environmental documentation is required under CEQA. Processing under the National Environmental Policy Act (NEPA) is not required as no federal funds are involved in this action. STATEMENT for PUBLIC DISCLOSURE HDP s Statement for Public Disclosure is at Attachment 7. A Development Summary is at Attachment 8. CONFLICT DISCLOSURE STATEMENT: Commissioners Gary Gramling, Roberta Spoon, and President & CEO of the Housing Commission, Richard Gentry, are each directors and officers of Housing Development Partners, a California nonprofit public benefit corporation qualified as an Internal Revenue Code Section 501(c) (3) corporation. Commissioner Gramling, Commissioner Spoon, and CEO Gentry receive no compensation for their service on the Housing Development Partners Board of Directors. Pursuant to the provisions of Government Code Sections 1091.5(a) (7) and 1091.5(a) (8), Commissioner Gramling, Commissioner Spoon, and President & CEO Gentry each have a non-interest as described in Government Code Section 1091.5. Furthermore, none of HDP s board members has a financial interest in this development that would legally preclude their participation under the provisions of Government Code Sections 1090 and/or 87100, et.seq. [because a 501(c) (3) non-profit corporation is not a business entity for the purposes of state lawand because HDP has been determined to be a public agency by the Ethics Commission for local conflict law purposes] and/or the Housing Commission s Conflict of Interest Code. As members of the Board of Commissioners of the Housing Commission, Mr. Gramling and Ms. Spoon are legally entitled to vote and be counted for quorum purposes. HDP has formed an affiliated limited partnership named HDP Broadway L.P. The managing general partner is planned to have the same makeup as the HDP Board and Commissioners Gramling, Spoon and President & CEO Gentry will all have non-interests with any affiliated limited partnership. This disclosure shall be and is hereby documented in the official records of the Housing Commission.
September 17, 2014 San Diego Square Apartments Final Financing Authorization Page 9 Respectfully submitted, J.P. Correia J.P. Correia Real Estate Manager Real Estate Division Approved by, Deborah N. Ruane Deborah N. Ruane Senior Vice President Real Estate Division Attachments: 1) Site Maps 2) Estimated Proforma 3) Estimated Rehabilitation Summary 4) Organization Chart 5) Multifamily Bond Summary 6) Financial Advisor s Feasibility Analysis 7) Developer Disclosure Statement 8) Development Summary Hard copies are available for review during business hours in the main lobby of the San Diego Housing Commission offices at 1122 Broadway, San Diego, CA 92101 and at the Office of the San Diego City Clerk, 202 C Street, San Diego, CA 92101. You may also review complete docket materials on the San Diego Housing Commission website at www.sdhc.org.
ATTACHMENT 6 - FINANCIAL ADVISOR'S FEASIBILITY ANALYSIS September 25, 2014 Mr. Joe Correia San Diego Housing Commission 1122 Broadway, Suite 300 San Diego, California 92101 RE: San Diego Square Apartments Dear Mr. Correia: 1 Post Street, Suite 2130 San Francisco, CA 94104 tel. 415.956.2454 The San Diego Housing Commission (the "Commission") has retained CSG Advisors, Inc. to analyze the feasibility of the proposed bond financing for the San Diego Square Apartments (the Project ). Our findings are organized as follows: Current Project Status and the Proposed Project The Proposed Financing Project s Projected Financial Status Benefits and Risks to the Commission Public Purpose Negotiation of Additional Public Benefit Recommendations We have based our analysis of the proposed financing on documents provided by Housing Development Partners of San Diego (the Developer ), an affiliate of the San Diego Housing Commission, and on additional conversations and documents provided by representatives for the Developer and Commission staff. The documents examined included the Developer s proposed financial schedules. CSG has not visited the site of the proposed Project. CURRENT PROJECT STATUS AND THE PROPOSED PROJECT The Project consists of the rehabilitation of the existing improvements (the Improvements ) located at 1055 9 th Avenue, San Diego, CA 92101 (the Site ). The Improvements are currently owned by the Developer and contain 156 housing units for seniors in a single 12-story concrete tower. The existing improvements also include an adjoining two-story 20,000 square foot commercial building. The Site is owned by the City of San Diego. The Developer leases the Site from the City pursuant to a ground lease. The commercial space is currently leased to the Community Research Foundation. The Improvements had previously been owned and operated by the San Diego Kind Corporation under the HUD Section 202 program. The San Diego Kind Corporation leased the Site from the City pursuant to a ground lease and constructed the Improvements. The Developer has purchased the Improvements from the San Diego Kind Corporation and has succeeded the San Diego Kind Corporation s interest in the ground lease. The existing development is subject to a Housing Assistance Payment (HAP) contract that expires in October 2014. HUD has agreed to assign the HAP contract to the new borrower and to extend 6-1 SAN FRANCISCO! ATLANTA! LOS ANGELES! NEW YORK
San Diego Square Apartments September 25, 2014 Page 2 of 6 the contract term for an additional 20 years. The Lender requires that the new HAP contract be executed by the closing of the proposed tax-exempt Note issue. The Developer proposes to rehabilitate the Improvements using financing from the proceeds of taxexempt Notes 1 and equity from 4% low income housing tax credits. The financing structure also includes seller financing in the approximate amount of $9,000,000. The completed Project will consist of 156 housing units and the commercial space: 149 units 2 will be rent and income restricted and two manager's units will have no income or rent restrictions. The Project will also contain an additional five market-rate units not subject to rent or income restrictions. The Housing Authority of the City of San Diego (the Authority ) has received an allocation of taxexempt authority for the Project in the amount $17,825,000 from the California Debt Limit Allocation Committee (CDLAC) at its July 16, 2014 allocation meeting. CDLAC has imposed an initial allocation expiration date of November 24, 2014 as the date by which the Authority shall be required to use the allocation by issuing tax-exempt Notes. On September 24, 2013, the Authority approved a resolution evidencing its official intent to conduct a tax-exempt issuance in the not-to-exceed amount of $17,825,000 for the Project. The resolution also approved submittal of the application to CDLAC. On September 24, 2013, the City Council held a public hearing ("TEFRA") required pursuant to Section 147(f) of the Internal Revenue Code for tax-exempt issuances. The TEFRA hearing remains valid for a period of one year. Because the proposed issuance date for the tax-exempt Notes for the San Diego Square project will occur beyond one year from the date of the original TEFRA hearing, a new TEFRA hearing will be conducted in order to allow for issuance of tax-exempt Notes. THE PROPOSED FINANCING The Developer proposes to rehabilitate the Project. According to projections provided by the Developer, the total development cost totals approximately $38,957,000. The tax-exempt loan will be funded as a fully funded construction/permanent loan with no formal conversion from a construction period to a permanent period (e.g., coverage test requirements, etc.). Construction/Permanent sources include: Note Proceeds: $17,825,000 Tax Credit Equity 3 : $12,061,670 1 The financing would occur through the issuance of tax-exempt Notes under a Back-to-Back loan structure. The Back-to-Back structure and a bond issuance structure with an Indenture are functionally equivalent. In the Back-to-Back Structure, a Funding Loan Agreement (between the Lender, Issuer and the Fiscal Agent) replaces the Indenture and a Borrower Loan Agreement (between the Issuer and the Borrower) replaces the Loan Agreement from an Indenture structure. A Fiscal Agent replaces the Trustee. Certain lenders prefer the Back-to-Back structure in order to obtain beneficial treatment under the Community Reinvestment Act 2 Per CDLAC general guidance, the Developer has conservatively identified the number of units (149) expected to comply with IRS tax-exempt bond and tax credit eligibility. The remaining five units have been provisionally designated as "market rate" units. CDLAC will revise its authorizing resolution to reflect up to the maximum 154 units upon confirmation from the Developer that all 154 units qualify. 3 CSG calculation. Developer projections currently show $12,061,670, based on 99.35% applicable fraction. The correct applicable fraction is 96.75% in view of the five designated market rate units. However, the Developer expects the five units now designated market rate to be qualifying units in time sufficient to be included in the applicable fraction, 6-2 SAN FRANCISCO! ATLANTA! LOS ANGELES! NEW YORK
San Diego Square Apartments September 25, 2014 Page 3 of 6 Ownership Seller Note: $9,070,000 Total Construction/Permanent Sources $38,956,670 The ownership entity for the Project will be HDP Broadway, LP (i.e., the Borrower). The Borrower will own the Improvements and lease land from the City. The Developer (or an affiliate thereof) will act as the managing general partner of the Borrower and an affiliate of Boston Capital will act as the investor limited partner. Tax-Exempt Note Structure and Credit Enhancement The Developer proposes that the Authority issue approximately $17,825,000 of fixed rate taxexempt Notes to finance the construction of the Project. The Notes would be unrated without credit enhancement and would be purchased by Citibank (the Lender ) on a private placement basis. The payment of principal and interest to the Note holder(s) will be secured solely by the revenues pledged under the Funding Loan Agreement. As unrated, non-credit enhanced Notes sold on a private placement basis, the Notes must meet the minimum requirements of the Commission s policies for such issues (e.g., maximum $100,000 minimum denominations, no more than 15 noteholders, etc). Rehabilitation/Permanent Loan Pursuant to the Lender s commitment letter, the construction/permanent loan will be in the approximate amount $17,825,000. The loan will fund with a rehabilitation phase and no formal conversion to a distinct permanent phase. The term of the rehabilitation phase of the loan will be 24 months. The interest rate during the construction/permanent period will be a fixed rate, established at loan closing, based on an index (17-year LIBOR) plus a spread (1.65%). According to the Lender s commitment letter, the indicative rate for May 5, 2014 was 4.86%. An approximate indicative rate for September 12, 2014 using the 15-year LIBOR swap rate (close approximation for the 17-year rate) would be 4.70% (the Developer projections show 5.20% as the underwriting interest rate). Payments until completion of the rehabilitation will be interest only. Amortization of principal based on 30-year amortization will begin at loan closing. Projected Issuance Date CDLAC provided allocation of tax-exempt private activity authority for the Project at its July 16, 2014 meeting. The Developer proposes that the Notes be issued on or about November 7, 2014. CDLAC has designated November 24, 2014 as the allocation expiration date for the Authority s allocation for the Project. Commission Financial Involvement which would then be 100%. If some or all of these five units do not eventually qualify, the tax credit equity may be reduced by up to $375,000, resulting in a financing deficit in the same amount. 6-3 SAN FRANCISCO! ATLANTA! LOS ANGELES! NEW YORK
San Diego Square Apartments September 25, 2014 Page 4 of 6 The Commission is not providing subordinate financing to the Project and has no other financial involvement. Affordability Restrictions Upon implementing the proposed financing, the Project will be subject to the following regulatory restrictions and regulatory terms: The units will be restricted to 50% and 60% of area median income ( AMI ) as follows: 4 Tax-Exempt issue regulatory requirements: the Developer has elected to restrict 125 units to 60% AMI and 24 units to 50% AMI. The two manager's units will remain unrestricted. This election reflects voluntary elections under CDLAC and is effective for a term of 55 years. Tax Credit regulatory requirements: 32 units will be restricted to 50% of AMI. 117 units will be restricted to 60% AMI. The two manager's units will remain unrestricted. PROJECT S PROJECTED FINANCIAL STATUS Under the proposed financing according to information provided by the Developer and analysis by CSG annual debt service on the senior loan would total approximately $1,106,963. According to preliminary information provided by the Developer and analysis by CSG, stabilized annual cash flow (before reserves) after construction and lease-up (including Issuer fees) would total approximately $297,771 at a debt coverage ratio (DCR) of 1.27. Cash flow after reserves would total approximately $250,971 (DCR @ 1.23). The aforementioned cash flow and DCRs do not account for commercial income, which is not being underwritten by the lender or investor. Commercial income in the stabilized year is currently projected by the Developer to be approximately $75,000 (assuming 10% vacancy on Developer-provided estimates). THE BENEFITS AND RISKS TO THE COMMISSION The proposed financing provides for financing the rehabilitation of the Project. By approving a recommendation to the Housing Authority to move forward with the approval process for the proposed tax-exempt financing, the Commission will not obligate the Commission or the Housing Authority to issue the Notes. As proposed, the financing will preserve 149 affordable units (up to 154 including the 5 marketdesignated units expected to comply by the end of the rehabilitation period). These units will remain long-term affordable for 55 years. 4 The Developer anticipates that the five units currently designated as market rate will be tax-credit qualified by the before the start of the credit period and also be subject to the 60% AMI tax credit restriction. 6-4 SAN FRANCISCO! ATLANTA! LOS ANGELES! NEW YORK
San Diego Square Apartments September 25, 2014 Page 5 of 6 If the Authority issues the Notes, the Commission would receive a fee at closing of 0.25% of the issue amount ($44,562.50) and an annual fee equal to 0.125% of the permanent amount of the Notes (i.e., $22,281, annually). PUBLIC PURPOSE The proposed financing will result in 149 (and up to to 154) 5 housing units affordable to lowincome households: 32 units will be restricted to households earning 50% of AMI or less; 117 (and up to 122) units will be restricted to households earning 60% of AMI or less. Two units will be unrestricted manager s units. The bond and tax credit regulatory agreements will require that: i) 149 units are affordable at the above affordability levels for 55 years 6. NEGOTIATION OF ADDITIONAL PUBLIC BENEFIT As noted above, the financing will result in long-term affordability restrictions on up to 154 (and no less than 149) 7 units within the Project. RECOMMENDATIONS Based upon analysis of the available information, we recommend that the Commission approve moving forward with the proposed issuance. Our recommendation is based upon the following: " The financing will assist in creating no less than 149 (and as many as 154) 8 affordable units in the City of San Diego with long-term affordability covenants. " The Commission has received tax-exempt authority of $17,825,500 from CDLAC for the Project. " Citibank is currently underwriting the Project. " The Commission will not be responsible for costs of issuance. The Commission, assuming the current underwriting loan amount, will receive a long-term annual fee of approximately $22,281. The tax-exempt financing and tax credit equity will provide approximately $30,000,000 for development and rehabilitation costs. 5 See footnote #2. The 154 units includes the five units currently designated as "market-rate." 6 See footnote #2. More if up to 5 of the current units designated as "market-rate" qualify before completion of rehabilitation. 7 See footnote #2. The 154 units includes the five units currently designated as "market-rate." 8 ibid. 6-5 SAN FRANCISCO! ATLANTA! LOS ANGELES! NEW YORK
San Diego Square Apartments September 25, 2014 Page 6 of 6 Contingent Items The Commission may choose to move forward with the financing subject to the following contingencies: As of this writing, Citibank has not provided its final credit approval for the financing. The tax-exempt Notes cannot be issued without this final approval. Final tax-exempt Note documents and approving resolution must be approved by the Housing Authority. The City Council must hold and approve a new TEFRA hearing for the Project Should you require any further information or would like to discuss the Project or the proposed financing in additional detail, please do not hesitate to contact me. Sincerely, CSG Advisors John Hamilton 6-6 SAN FRANCISCO! ATLANTA! LOS ANGELES! NEW YORK
Exhibit A San Diego Square Apartments date of rev: 9/16/14 Long-Term Bond Loan Tax Exempt (Real Estate Loan) Tranche A Tranche B Total Principal Amount 1 $ 17,825,000 $ - $ 17,825,000 Mortgage Rate 2 5.200% 0.000% Amortization Term (yrs) 2,3 30 0 Underwriting Monthly Debt Service $ 97,879 $ - $ 97,879 Underwriting Annual Debt Service $ 1,174,548 $ - $ 1,174,548 1 Source: Preliminary estimates from the Developer 2 Source: Approximate Indicative rate for September 12, 2014 using 15yr LIBOR swap rate, based on May 4, 2014 Citi Term Sheet plus 0.5% "cushion." 3 Citi has confirmed to CSG 35 year amortization Post Financing Operations Analysis 1 Income Stabilized Year 1 2 3 4 5 Gross Tax Credit Rental Income 2.00% Inflation $ 1,564,920 $ 1,596,218 $ 1,628,143 $ 1,660,706 $ 1,693,920 Rental Assistance 2.00% Inflation $ 1,105,440 $ 1,127,549 $ 1,150,100 $ 1,173,102 $ 1,196,564 Commercial Income 2 2.00% Inflation $ - $ - $ - $ - $ - Other Income (Laundry) 2.00% Inflation $ 6,084 $ 6,206 $ 6,330 $ 6,456 $ 6,586 Gross Potential Income 3 $ 2,676,444 $ 2,729,973 $ 2,784,572 $ 2,840,264 $ 2,897,069 Vacancy Collection Loss 4 5% (133,822) (136,499) (139,229) (142,013) (144,853) Effective Gross Income $ 2,542,622 $ 2,593,474 $ 2,645,344 $ 2,698,251 $ 2,752,216 Expenses Operating Expenses 3.00% Inflation $ (1,069,924) $ (1,102,022) $ (1,135,082) $ (1,169,135) $ (1,204,209) Insurance/Taxes 2.00% Inflation $ (40,335) $ (41,142) $ (41,965) $ (42,804) $ (43,660) Issuer Fee $ 10,000 min 0.125% $ (22,281) $ (22,281) $ (22,281) $ (22,281) $ (22,281) Fiscal Agent Fee 5 0.030% $ (5,348) $ (5,348) $ (5,348) $ (5,348) $ (5,348) Total Expenses $ (1,137,888) $ (1,170,792) $ (1,204,676) $ (1,239,567) $ (1,275,498) Net Operating Income $ 1,404,734 $ 1,422,682 $ 1,440,668 $ 1,458,683 $ 1,476,718 Required Debt Service Senior Real Estate Loan $ (1,174,548) $ (1,174,548) $ (1,174,548) $ (1,174,548) $ (1,174,548) Cash Flow before Reserves $ 230,186 $ 248,134 $ 266,120 $ 284,135 $ 302,170 Debt Coverage Ratio Before Reserves 1.20 1.21 1.23 1.24 1.26 Reserves 6 300 per unit $ (46,800) $ (46,800) $ (46,800) $ (46,800) $ (46,800) Cash Flow After Reserves $ 183,386 $ 201,334 $ 219,320 $ 237,335 $ 255,370 Overall Debt Coverage Ratio (DCR) 1.16 1.17 1.19 1.20 1.22 Commercial Income (10% Vacancy) 1% inflation 74,767 75,514 76,269 77,032 77,802 Cash Flow Including Commercial Income 258,152 276,848 295,589 314,367 333,172 Debt Coverage Ratio Including Commercial Income 1.22 1.24 1.25 1.27 1.28 1 Source: Preliminary Developer Projections 2 Lender and Investor will not underwrite Commercial Income ($83,075) 3 Slightly higher the Developer projections does not exclude Utility Allowance from Gross FMR rent 4 Of Gross Potential Income 5 Estimate 2014 09 16 San Diego Square Analysis.xlsx Page 1 of 2 6-7
Exhibit A 6 TCAC required minimum. San Diego Square Permanent Sources and Uses of Funds 1 Sources Tax Exempt Bond Loan $ 17,825,000 Tax Credit Equity $ 12,061,670 Seller Note $ 9,070,000 Total Sources $ 38,956,670 Uses Land and Acquisition Costs $ 21,070,000 Construction Costs $ 10,904,099 Construction Contingency $ 1,037,556 Developer Fee $ 1,400,000 Lease-up and Operating Reserve 1 $ 1,165,682 Other Hard and Soft Costs $ 3,380,096 Total Uses $ 38,957,433 Surplus(Deficit) 3 $ (763) 1 Source: Information provided by the Developer 2 Required by Investor LOI. Developer pro forma shows $1,164,919 3 Minor discrepancy cause by footnote #2, above 6-8 2014 09 16 San Diego Square Analysis.xlsx Page 2 of 2
ATTACHMENT 8 Development Summary San Diego Square Summary Details: Location 1055 9 th Avenue, San Diego, CA Council District 3 Community Planning Area Centre City Developer Housing Development Partners of San Diego Architect Basis Architecture Project Type Acquisition of building with rehabilitation (on leased land) Housing Type Housing for seniors Year Built 1980 Number of Housing Units 156 (in 12 stories) Affordable Housing Units 154 Parking 29 spaces (surface parking lot) Lot Size/Density 60,113 square feet (1.38 acres); 113 dwelling units per acre Gross Residential Square Footage Commercial Space Common Areas and Hallways Gross Building Area 86,337 square feet (estimated as per appraisal) 10,292 square feet (leased to Community Research Foundation) +35,204 (estimated as per appraisal) 131,833 total square feet (estimated as per appraisal) Construction Type Concrete and steel construction Prevailing Wages for Rehabilitation No Financing Structure 4% tax credits with tax exempt bond financing Affordability Term 55 years Unit Affordability: (Estimated rent is based upon HUD Housing Assistance Payments (HAP) contract rents (paid by HUD for all 154 affordable units). Under the HUD HAP contract tenants will pay rents equal to 30 percent of their income. Affordability Mix One Bedrooms (1 bath, 550 sq. ft.) One Bedrooms Estimated Net Rents ** One Bedrooms Estimated Market Rents Two Bedrooms (1 bath, 1087 sq. ft.) Total Units Tax Credit Restricted Units * 50 Percent AMI units 32 $1,424 $1,536 0 32 60 Percent AMI units (TCAC restricted at closing) 117 $1,424 $1,536 0 117 60 Percent AMI units (TCAC restricted at final 8609 stage) 5 $1,424 $1,536 0 5 Subtotal Tax Credit Restricted Units 154 0 154 Managers units 1 N/A N/A 1 2 Total Units 155 1 156 * All 154 units are covered by a Section 8 HAP contract. ** Developer s estimated rents to tenants after estimated $21 utility allowance. 8-1
Attachment 8: Development Summary San Diego Square Permanent Sources of Funds: Permanent Financing Sources Amounts Percent of Total Permanent Loan (multifamily housing revenue Note proceeds) $17,825,000 45.76% 4 Percent Tax Credit Equity 12,061,670 30.96% Seller (HDP) Carryback Note 9,070,000 23.28% Total Financing Sources $38,956,670 100% Permanent Uses of Funds and Cost Analysis: Per Sq. Ft Estimated Financing Uses Amounts Per Unit Percent of Total (131,833 sq. ft.) Building Acquisition $17,070,000 $109,423 43.82% $129.48 Front End Ground Lease Payment to City 4,000,000 25,641 10.27% 30.34 Rehabilitation Hard Costs 11,941,655 76,549 30.65% 90.58 Permits/Fees 130,000 833.33%.99 Architectural and Engineering 585,000 3,750 1.50% 4.44 Third Party Reports (Due Diligence) 112,017 718.29%.85 Financing Costs 103,832 666.27%.79 Reserves 1,320,919 8,467 3.39% 10.02 Bond and Tax Credit Costs 386,375 2,477.99% 2.93 Soft Costs 1,906,872 12,224 4.89% 14.46 Developer Fee 1,400,000 8,974 3.59% 10.62 Estimated Total Development Cost (TDC) (for 156 total units) $38,956,670 $249,722 100% $295.50 Pro Forma Summary Year 1: Amount Comments Estimated Residential Units Income Distribution (from Proforma report Attachment 2): Gross Income $2,631,552 Not including commercial income. Other Income 6,084 Vacancy -131,882 Estimated 5% vacancy. Effective Gross Income 2,505,754 Operating Expenses -1,157,059 $7,417 per unit per year (156 units) (including $46,800/year [$300/unit/year] for replacement reserves). Net Operating Income 1,348,695 Debt Service -1,172,778 1.15 debt coverage ratio. Subtotal 175,917 Partnership Fees -15,000 Subtotal 160,917 City Ground Lease Payment (year 1) -80,458 Year one. Net Cash Flow Available to Developer and to General Partner $80,459 8-2