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HomeMy WebLinkAbout65A - AFFORDABLE HOUSING OPTIONSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 6, 2017 TITLE: DISCUSSION ON FOUR AFFORDABLE HOUSING DEVELOPMENT PROJECTS AND OPTIONS FOR CITY FINANCIAL ASSISTANCE (STRATEGIC PLAN NO. 5,3C) zvv - X'3 INTER CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1`' Reading ❑ Ordinance on od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER As recommended by the Ad Hoc Committee, discuss the various Affordable Housing Development projects requesting City financial assistance and seek City Council direction on the allocation of current and available affordable housing development funds. Following are options for City Council discussion and consideration: A) Santa Ana Arts Collective, Meta Housing Corporation: Option #1: Amend the project's original award by an additional amount up to $2.9 million per Keyser Marston Associates gap analysis report. Option #2: Amend the project's original award by an additional amount up to $1,481,215, per CSG Advisors gap analysis report. City financial assistance to be negotiated by CSG Advisors and Meta Housing. Option #3: Take no additional action to fund the project at this time. B) First Street Apartments, AMCAL Multi -Housing: Option #1: Award of affordable housing development funds for an amount up to $8,522,740, per CSG Advisors gap analysis report. Option #2: Award of affordable housing development funds for an amount up to $8,795,000, per Keyser Marston Associates gap analysis report. 65A-1 Discussion on Four Affordable Housing Development Projects and Options for City Financial Assistance June 1, 2017 Page 2 Option #3: Take no additional action to fund the project at this time. C) Aqua Housing, Community Development Partners: Option #1: Amend the original project award with an additional 31 project -based vouchers. Option #2: Take no additional action to fund the project at this time. D) Tiny Tim Plaza, Community Development Partners: Option #1: Commit to a future award of affordable housing funds for an amount up to $11.7 million per CSG Advisors gap analysis report. Award of funds to follow the approval of the project by the Planning Commission and City Council pending'the availability of funds. Option #2: Take no action to fund the project at this time. 2. Direct staff to prepare the necessary commitment letters and loan documents for City Council consideration at the June 20, 2017 City Council meeting or other future date. 3. Direct staff to develop a policy and criteria for the allocation of future affordable housing development funds. STAFF RECOMMENDATION Staff recommends the approval of items 1A option 1, 1B option 1, 1C option 1, 1D option 1, and items 2 and 3. DISCUSSION On February 21, 2017, City Council established an Ad Hoc Committee to provide recommendations on how to move forward on affordable housing development projects in the queue and to return to the City Council with options for consideration. The Ad Hoc Committee met on February 28, and requested that staff seek the assistance of CSG Advisors, an independent affordable housing development finance firm, to prepare: • A second opinion financial gap analysis for the Santa Ana Arts Collective and First Street Apartments projects to compare to the previously completed financial gap analysis reports prepared by Keyser Marston Associates (KMA), and • Financial gap analysis reports on Aqua Housing and Tiny Time Plaza affordable housing development projects seeking City financial assistance. 65A-2 Discussion on Four Affordable Housing Development Projects and Options for City Financial Assistance June 1, 2017 Page 3 On May 17, 2017, the Ad Hoc Committee met and recommended staff bring the four projects to City Council for discussion and seek direction based on the results of the financial gap analysis. In addition, the Ad Hoc Committee requested that staff provide the currently available affordable housing development funds (Exhibit 1), estimate of potential future funding, restrictions and uses of those funds (Exhibit 2), and development schedule for each project (Exhibit 3). Following is the description, history and status of each of the four projects seeking City financial assistance: Santa Ana Arts Collective, Meta Housing Corporation: 1666 North Main Street The Santa Ana Arts Collective is an artist focused affordable housing development project that consists of a 57 -unit adaptive reuse project to convert an existing five -story office building to residential units and ground -floor commercial and community space. The unit mix consists of 26 one bedroom units, 14 two bedroom units and 17 three bedroom units for 30%, 50% and 60% of the Area Median Income (AMI). This project applied to the City for financial assistance through a competitive Request for Proposals (RFP) process on August 21, 2015. On November 3, 2015, the City Council awarded $4,635,000 in funding for the project from its Community Development Block Grant (CDBG $500,000), Inclusionary Housing Funds ($1.875 million), and a pre -commitment of HOME Investment Partnerships Program funds ($2.26 million). As conditioned in the City's approval, the developer Meta Housing Corporation (Meta Housing) then gathered the balance of awards projected to fully finance the project. In October 2016, the project was awarded Affordable Housing and Sustainable Communities (AHSC) funds by the California Department of Housing and Community Development (CA HCD). In November 2016, Meta Housing was competitively awarded 9% Low Income Housing Tax Credits (LIHTC). Under normal circumstances a LIHTC allocation is the final piece of financing needed for a project to move forward. However, since the November 2016 presidential elections, anticipated federal tax reform has upended LIHTC equity markets and resulted in a financial gap that, absent additional funds, renders the project infeasible. On December 14, 2016, Meta Housing submitted a request for an additional $3.1 in City funds due to the financial gap created by lower tax credit equity pricing and rising interest rates. The request was submitted to KMA for review. In December of 2016, City staff informed Meta Housing of other alternatives such as a hybrid 9 percentA percent tax credit structure proposed by the California Tax Credit Allocation Committee. Meta Housing applied and was unsuccessful in securing the hybrid tax credits. On March 1, 2017, KMA completed a financial gap analysis and determined $2,900,000 as the financial gap for the project if the City required the Developer to defer or forgo $600,000 of the developer fee included in the Project's budget (Exhibit 4). Later as requested by the Ad Hoc Committee, CSG Advisors completed a second opinion financial gap analysis on May 9 and determined $1,481,215 as the financial gap for the project if the City required Meta Housing to contribute a portion of its developer fee to the partnership in the form of a $1 million General Partner Capital Contribution (Exhibit 5). The developer fee would need to be negotiated. 65A-3 Discussion on Four Affordable Housing Development Projects and Options for City Financial Assistance June 1, 2017 Page 4 There are two deadlines tied to the Santa Ana Arts Collective project. The first is Meta must pull their first building permit for the project by July 28, 2017 or they will lose their 9% LIHTC award. The second deadline is the City will forego the $2.26 million in HOME investment Partnership Program funds if they are not committed to the project by September 30, 2017. First Street Apartments, AMCAL Multi -Housing: 1440 East First Street The First Street Apartments project will provide 69 units of affordable workforce housing. The rental units (less one manager's unit) are 100% affordable to family households earning between 30% and 60% of the AMI. The unit mix currently consists of six four-bedroom units, 28 three- bedroom units and 35 two-bedroom units (one being a manager's unit). This project initially applied to the City for financial assistance through a competitive RFP process for project based vouchers (PBVs) and was awarded eight PBVs by the Housing Authority on May 5, 2015. On February 2, 2016, the City Council approved the Planning Commissions' recommendation to direct Heritage Village OC LLC (Heritage Village) inclusionary housing funds to AMCAL and also directed the City Manager to lead discussions on the project. On April 15, 2016, KMA completed a financial gap analysis and determined $8,795,000 as the City's financial assistance (Exhibit 6). On December 20, 2016, the City Council authorized the City Manager to execute a conditional loan commitment letter with AMCAL for $2,600,000 of inclusionary housing in -lieu fees contingent on the City's receipt of an in -lieu fee payment of $2,600,000 from Heritage Village. In addition, the Housing Authority also authorized the drafting of loan agreements in an amount not to exceed $6,195,000 for a total of $8,795,000 pre -committed for the project. On February 21, 2017, staff agendized the City conditional loan and Housing loan agreements for City Council consideration. The City Council tabled the agreements and requested that an Ad Hoc Committee review the project as well as other projects in the queue. As requested by the Ad Hoc Committee, CSG Advisors completed a second opinion financial gap analysis on May 12, 2017, and determined $8,522,740 as the financial gap for the project (Exhibit 7). On May 16, 2017, AMCAL submitted a letter informing the City that Heritage Village will not be making the initial payment of $2.6M in In -lieu fees in time for the June 28 tax credit application deadline. The delay in payment was also confirmed by a representative from Heritage Village. As such, AMCAL requests that the City bridge the $2.6M of in in -lieu fees with currently available City affordable housing development funds in order to meet the tax credit application deadline. The developer is preparing to apply for 9 percent competitive tax credits on June 28, 2017. Aqua Housing, Community Development Partners: 317 East 17th Street The Aqua Housing project consists of a 58 -unit new construction permanent supportive housing development, for chronically homeless individuals with wrap-around supportive services provided on-site by Mercy Housing Living Centers. The unit mix currently consists of 15 studio units and 43 one bedroom units for 30% and 60% of the AMI. This project applied to the City for financial assistance through a competitive RFP process for 56 Project Based Vouchers (PBVs) on January 31, 2017. On April 4, 2017, the Housing Authority awarded 25 project -based vouchers to the project. However, the project will need an additional 31 PBVs to be feasible and for the developer to apply for the June 28th 9 percent tax credit 65A-4 Discussion on Four Affordable Housing Development Projects and Options for City Financial Assistance June 1, 2017 Page 5 deadline. Planning staff have been reviewing the project since the approval of the initial 25 PBVs and the City has invested resources in the required NEPA environmental review. On May 22, the Planning Commission approved the entitlements for the project. The developer is preparing to apply for 9 percent competitive tax credits on June 28, 2017 As requested by the Ad Hoc Committee, CSG Advisors is conducting a financial gap analysis for affordable housing development funds in the event that the additional 31 PBV are not awarded. Tiny Tim Plaza, Community Development Partners: 2223 West 5th Street The Tiny Tim Plaza project consists of a 51 -unit new construction affordable housing development targeting low-income families making 30%-60% AMI, including 5 units targeting at - risk homeless families. This development was identified as one of the projects in the queue and as such, on February 28, 2017, the Ad Hoc Committee requested a financial gap analysis be conducted to determine the financial assistance for the project. On May 18, 2017, the developer, Community Development Partners, requested that the City commit affordable housing funds during the month of June as the commitment will provide for a favorable outcome in the acquisition of land and closing of escrow tentatively scheduled for July. On May 24, as requested by the Ad Hoc Committee, CSG Advisors completed the financial gap analysis and determined $11.7 million as the financial gap for the project (Exhibit 8). The project will apply for 4 percent non-competitive tax credits in October 2017. Currently, the project is in planning development review and anticipated to be reviewed by the Planning Commission on September 11, 2017. Planning staff estimates that the project will be agendized for City Council consideration on October 3, 2017. Additional Ad Hoc Committee Recommendations: The Ad Hoc Committee recommended that the City Council direct staff to develop a policy and criteria for the allocation of future affordable housing development funds. It is anticipated that future federal funding for affordable housing may degrease requiring the City to prioritize projects for funding. The selection criteria would include elements such as; 1) affordability, 2) number of units, 3) operating costs to tenants, and 4) gap analysis. Upon the direction of the City Council, staff will conduct research and prepare options and recommendations for City Council consideration at a later date. Regarding the availability of affordable housing development funds, the Ad Hoc recommended that staff provide the City Council with the current available funds on hand and to estimate future funding. As provided in the May 2, 2017 quarterly report of Housing division projects and activities, the currently available affordable housing development funds amount is $18,661,468. This value includes Housing Successor Agency, Inclusionary Housing, HOME program and CDBG available funds as detailed in exhibit 1. In addition, staff estimates that the City will receive future Inclusionary Housing Funds from the Heritage Project (est. $9.7M) and 421 N. Harbor Blvd mixed use market -rate development project (est. $717,388). The future sale of Housing Successor Agency properties (four developable sites) may generate an estimated $4 65A-5 Discussion on Four Affordable Housing Development Projects and Options for City Financial Assistance June 1, 2017 Page 6 million. Lastly, the allocation of 2017-18 CDBG funds for multi -family housing will provide an additional $300,000 and is dependent on the allocation of federal funds. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy C (Provide that Santa Ana residents, employees, artists and veterans receive priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to the extent allowed under state law). FISCAL IMPACT There is no fiscal impact associated with this item. However, the allocation of affordable housing development funds and housing assistance payments will require City Council approval of loan agreements and fiscal impact approval. Robert C. Cortez Deputy City Manager City Manager's Office Exhibits: 1. Available Funds for Affordable Housing Development Projects 2. Restrictions and Uses of Funds 3. Development Schedules for Affordable Housing Projects 4. KMA Analysis for the Santa Ana Arts Collective 5. CSG Advisors Analysis for the Santa Ana Arts Collective 6. KMA Analysis for the First Street Apartments 7. CSG Advisors Analysis for the First Street Apartments 8. CSG Advisors Analysis for Tiny Tim Plaza 65A-6 Exhibit 1 Available Funds for Affordable Housing Development Projects As of March 31, 2017 Housing Successor Agency (Housing Authority) $14,602,716 Cash on Hand ($789,853) Reconciling amount (ROPS Projects) ($338,032) Habitat for Humanity Disposition and Development Agreement ($250,000) Administrative Costs Allowance 1 $13,224,831 Available Funds Inclusionary Housing Funds $6,625,980 Cash on Hand 2 ($2,061,381) Santa Ana Arts Collective Pre -Commitment Loan & Associated Project Costs s ($98,594) Administrative Costs Allowance (CDA/PBA) $4,466,005 Available Funds ('Excludes $9,695,725.60 anticipated from Heritage Village) HOME Program $2,923,410 Funds to Drawdown ($2,260,000) Santa Ana Arts Collective Pre -Commitment Loan ($332,778) Community Housing Development Organizations (CHDO) Set -Aside 4 $330,632 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) 5 $1,140,000 Funds to Drawdown ($500,000) Santa Ana Arts Collective Pre -Commitment Loan $640,000 Available Funds to Drawdown $ 18,661,468 Total Available Funds The Housing Successor Agency relies on available cash to fund the monitoring and compliance functions related to the former Redevelapmenl Agencys housing loans. I Includes $757,600 payment from the Ventam Walk project (1506 W. 1st Street) received in March 2017. ' Pre -man amount is $1,875,000. 4 The 5332,778 includes funds currently available as noted in the February 7, 2017 City Council Agenda item 25C. An additional $171,771.60 Is estimated in future funding. ' All unencumbered funds at fiscal year end are expected to be rolled over to the Unappropriated Balance for CDBG Capital Projects in FV 17118. 65A-7 65A-8 EXHIBIT 2 RESTRICTIONS AND USES OF AFFORDABLE HOUSING FUNDS Housina Successor Aaencv (Housing Authori The Housing Authority assumed the role of the Housing Successor Agency to the former Redevelopment Agency when the Redevelopment Agency was dissolved in February 2012, which includes the funds and properties in the Low and Moderate Income Housing Asset Fund. Funds must be used to develop, acquire, rehabilitate, acquire long-term affordability covenants for, or preserve lower income housing (at or below 80% of the area median income (AMI)). At least 30% of the funds must be spent on extremely low income housing (at or below 30% AMI) and no more than 20% of the funds may be spent on housing for households earning between 60-80% AMI. These requirements must be met over a 5 -year period. If an agency fails to meet these requirements in any 5 -year period, at least 50% of the funds in each fiscal year must be spent for extremely low income households until the extremely low income target is met. If the agency exceeds the expenditure limits for households earning between 60-80% AMI, the agency is prohibited from spending funds on housing in that income range until the limit is met. Units developed with these funds have the following affordability requirements: 55 -years for rental units and 45 -years for for-sale/ownership units. Rent, affordable sales price and income limits are determined by methodologies set by the State of California. If the Agency has fulfilled all replacement, affordable housing production, and monitoring, database compilation and web site publication requirements, it may spend up to $250,000 per fiscal year on homeless prevention and rapid rehousing services. Inclusionary Housing Funds The City's Inclusionary Housing Ordinance prescribes the use of the monies deposited into the Inclusionary Housing Fund, which are to "be used to increase and improve the supply of housing affordable to Moderate, Low, Very Low and Extremely Low Income Households in the City". Funds shall be used in accordance with the City's Housing Element, Consolidated Plan, or subsequent plan adopted by the City Council to construct, rehabilitate, or subsidize affordable housing or assist other government entities, private organizations, or individuals to do so. The Inclusionary Housing Fund may be used for the benefit of both rental and owner - occupied housing. Eligible uses include, but are not limited to, assistance to housing development corporations, equity participation loans, grants, pre -home ownership co - 65A -9 investment, pre -development loan funds, participation leases, or other public-private partnership arrangements. HOME Investment Partnerships Proaram (HOME) Funds HOME eligible program activities include: (1) Homeowner Rehabilitation; (2) Homebuyer Activities; (3) Rental Housing; and (4) Tenant -Based Rental Assistance (TBRA). For affordable housing development, the City of Santa Ana provides HOME funds as a loan to affordable housing developers, with a 3% interest rate for a 55 -year term repaid by residual receipt payments. HOME funds can be used for the following costs: new construction projects; rehabilitation; reconstruction; conversion; site improvements; acquisition of property; acquisition of vacant land; demolition; relocation costs; refinancing; capitalization of project reserves; and project -related soft costs. Prohibited activities and costs under the HOME program include: project reserve accounts; TBRA for certain purposes; match for other federal programs; public housing; acquisition of city -owned property; payment of delinquent taxes, fees, or charges; and project -based rental assistance. Requirements for HOME -funded projects include, but are not limited, to the following requirements. HOME funds must be used for households at or below 80% AMI with HOME rents determined annually by U.S. Department of Housing and Urban Development (HUD). HOME -funded properties must meet certain minimum property standards, which are outlined in the City's Property Standards. The HOME affordability period is 5 to 20 years depending on the HOME assistance; however, the City's affordability period is 55 -years for all rental projects. The City monitors these units during the affordability period for compliance through on-site physical inspections, review of tenant files and programmatic requirements, and annual reports. The City is required to meet prescribed timeliness requirements to commit within 2 -years and expend within 5 -years of receiving the HOME funds. Allocation of funds must go through a competitive Request for Proposals (RFP) process per 24 CFR PART 85 Administrative Requirements for Grants. Community Development Block Grant (CDBG) Funds CDBG eligible program activities related to housing include: (1) homeowner assistance; (2) rental rehabilitation activities; (3) homeowner rehabilitation activities; (4) housing services in connection with the HOME Program; and (5) acquisition of existing housing. Prohibited activities and costs under the CDBG program, as related to affordable housing development, includes: operating and maintenance expenses, and new housing construction projects. 65A-10 For multi -family rental housing, at least 51 % of the units must be occupied by low- or moderate -income households. Qualified households must have incomes at or below 80% of the AMI. All CDBG-assisted rental units must bring the properties up to local codes and standards. The City monitors rental units through on-site physical inspections, review of tenant files and programmatic requirements, and annual reports. Allocation of funds must go through a competitive RFP process per 24 CFR PART 85 Administrative Requirements for Grants. Project -Based Voucher (PBV) Funds: Project -based vouchers are a component of a public housing authority's (PHA) Housing Choice Voucher Program. A PHA can attach up to 20 percent of its voucher assistance to specific housing units if the owner agrees to either rehabilitate or construct the units, or the owner agrees to set-aside a portion of the units in an existing development. Funding for project -based vouchers comes from funds already obligated by HUD to a PHA under its annual contributions contract (ACC). The PHA can use up to 20 percent of its housing choice vouchers for project based vouchers. Under the tenant -based Housing Choice Voucher Program, the PHA issues an eligible family a voucher and the family selects a unit of its choice. If the family moves out of the unit, the contract with the owner ends and the family can move with continued assistance to another unit. Under the project -based voucher program, a PHA enters into an assistance'contract with the owner for specified units and for a specified term. The PHA refers families from its waiting list to the project owner to fill vacancies. Because the assistance is tied to the unit, a family who moves from the project -based unit does not have any right to continued housing assistance. However, they may be eligible for a tenant based voucher when one becomes available. Allocation of funds must go through a competitive RFP process per 24 § 983.51. 65A-11 65A-12 EXHIBIT 3 Santa Ana Arts Collective Project Schedule Milestone Date City RFP Award 11/3/2015 Escrow Land Closing Date 1/11/2016 PlanningCommission Approval of Entitlements 5/9/2016 9% Tax Credit Application Submittal 6/28/2016 19% Tax Credit Allocation Award 11/16/20161 Estimated Tax Credit Partnership Closing 7/28/2017 Estimated Construction Start 7/28/2017 Estimated Construction Completion 10/28/2018 65A-13 EXHIBIT 3 First Street Apartments Project Schedule Milestone Date City Council Approval of Project Based Section 8 Vouchers 5/5/2015 Escrow Land Closing Date 8/31/2015 Planning Commission Approval of Entitlements _ 3/28/2016 Estimated 9% Tax Credit Application Submittal 6/28/2017 [ Estimated 9% Tax Credit Allocation Award 9/20/2017 Estimated Tax Credit Partnership Closing 2/28/2018 Estimated Construction Start 2/28/2018 Estimated Construction Completion 9/1/2019 65A-14 EXHIBIT 3 Aqua Housing Project Schedule Milestone Date City RFP Award of 25 Project Based Vouchers 4/4/2017 Planning Commission Approval of Entitlements 5/22/2017 Estimated 9% Tax Credit Application Submittal 6/28/2017 Estimated Escrow Land Closing 6/29/2017 Estimated PBV AHAP Executed 11/15/2017 Estimated Construction Start 2/15/2018 Estimated Construction Completion 4/1/2019 65A-15 EXHIBIT 3 Tiny Tim Plaza Project Schedule Milestone Date Estimated Acquisition of Property July 2017 j Estimated Planning Commission Approval of Entitlements 9/11/2017 Estimated 4% TE Bond / LIHTC Award 12/13/2017 Estimated Tax Credit Partnership Closing 6/11/2018 Estimated Construction Start 6/11/2018 Estimated Construction Completion 9/15/2019 65A-16 MGM. kWJ KEYSER MARSTON ASSOCIATES- ADVISORSIN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT MEMORANDUM ADvIsoRS IN: Real Estate To: Judson Brown, Housing Division Manager Redevelopment Affordable Housing City of Santa Ana Economic Development SAN FBANciSCO A. Jerry Keyser From: Kathleen Head Timothy C. Kelly Tim Bretz Kate Earle Funk Debbie M. Kern Reed T. Kawahara David Doezema cc: Natalie Verlinich, Housing Programs Analyst Los ANGELES Kathleen H. Head Date: March 1, 2017 James A. Rabe Gregory D. Soo -Hoo Kevin E. Engstrom Subject: Santa Ana Arts Collective: Financial Gap Analysis Julie L. Romey SAN DIEGO Paul C. Marra At your request, Keyser Marston Associates, Inc. (KMA) prepared a financial gap analysis for the Santa Ana Arts Collective project being proposed by Meta Housing Corporation (Developer). The purpose of the KMA analysis is to quantify the maximum amount of financial assistance necessary to provide the proposed affordable housing units. EXECUTIVE SUMMARY The Developer acquired an existing office building located at 1666 North Main Street (Site) and is proposing to convert the building through adaptive reuse into a 58 -unit apartment project (Project). Fifty-seven (57) of the units will be subject to long-term income and affordability covenants, and one unit will be provided to an on-site manager. The Developer proposes to target a tenant population that consists of working artist families. Previous Financial Assistance Request The Developer submitted an initial proposal for the Project in Fall 2015. In that proposal, the Developer requested $4.64 million in financial assistance from the City of Santa Ana (City). KMA reviewed the Developer's proposal and confirmed that the financial assistance request was warranted by the Project economics at that time. S00 SOUTH GRAND AVENUE, SUITE 1480: LOS ANGELES, CALIFORNIA 90071 % PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 65A-17 1703001:SNA:TRB 19090.014.007 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 2 Additional Financial Assistance Request Between 2015 and the present, a number of factors created an additional financial gap. The Developer estimates this gap at $3.49 million. If the City fills this increased gap, the City's total financial assistance would be increased to $8.13 million.' The Developer is currently pursuing to options for obtaining increased outside funding. If they are successful, the unfunded gap will be eliminated. If additional outside funding cannot be obtained, at a minimum, KMA recommends that the City require the Developer to defer or forgo $600,000 of the $2.0 million Developer Fee that is included in the Project budget. This would decrease the Project's unfunded financial gap to approximately $2.90 million. In that case, the City's total financial assistance would equal approximately $7.54 million. BACKGROUND Outside Funding Sources The following outside funding sources are proposed to be used to finance the Project: 1. A conventional permanent loan; 2. The Federal 9% Low Income Housing Tax Credits (9% Tax Credits) that are competitively awarded by the California Tax Credit Allocation Committee (TCAC); and 3. Funding from multiple programs within the Affordable Housing and Sustainable Communities Program (AHSC) administered by the California Department of Housing and Community Development (HCD). Reasons for Additional Financial Assistance Request The Developer provided the following primary reasons for the unfunded financial gap: Development Cost Increases The total development costs in the Developer's Fall 2015 proposal were estimated at $26.56 million. The Developer is currently estimating the total development costs at $34.18 million, ' It is our understanding that the City has not determined the specific breakdown of City funds that would be utilized to fulfill the Developer's financial assistance request. 1703001:SNA:TRB 19090.014.007 65A-18 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 3 which equates to an approximately $7.6 million increase in development costs. The Developer provided the following reasons for the increase in development costs: 1. The Project includes the acquisition of an existing office building that was 50% occupied at the time of purchase. Many of these tenants had termination options in their leases, which the Developer did not anticipate. Relocation costs were underestimated by approximately $828,000. 2. The AHSC Program is requiring a $1.29 million bike lane as a part of the funding commitment that was not included in the original proposal. However, it is important to note that the AHSC Program is providing a $1.29 million grant to off -set these costs. 3. The scope of construction necessary to convert the existing office building into a residential use was underestimated in the original proposal. 4. Labor and materials costs have increased significantly over previous years. As a result, current cost estimates are substantially higher than the cost estimates obtained for the original proposal. KMA concurs with statement. Tax Credit Equity Rate Decreases Due to uncertainties related to prospective corporate tax changes, the financial markets are currently experiencing substantial volatility. This uncertainty is creating direct impacts on the Tax Credit equity markets, both in terms of demand and pricing. Given this uncertainty, Tax Credit equity rates have dropped significantly. The Project was previously assuming a Tax Credit equity rate of $1.07 per gross Tax Credit dollar. Currently, the Developer is estimating the Tax Credit equity rate at $0.99 per gross Tax Credit dollar. This estimate is validated by the fact that the majority of the projects that KMA is currently reviewing are estimating Tax Credit equity rates between $0.95 to $1.00 per gross Tax Credit dollar. AHSC Program Requirements Affordability Mix To be more competitive for the AHSC Program, the Developer altered the affordability mix of the original proposal to include a larger number of units restricted to extremely -low and very - low income households. This decreased the Project's net operating income, which in turn, decreased the conventional permanent loan that could be supported by the Project. 1703001:SNA:TRB 65A-19 19090.014.007 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 4 AHSC Loan Limits In October 2016, the Developer was awarded $7.80 million in capital funds from the AHSC Program. However, AHSC Program Loan Limits are primarily based on the type of Tax Credits utilized, and 9% Tax Credit projects must utilize lower loan limits than 4% Tax Credit projects. When the Project was awarded 9% Tax Credits in November 2016, the AHSC award was reduced by approximately $3 million —from $7.80 million to $4.90 million. POTENTIAL FUNDING SOURCES FOR THE UNFUNDED FINANCIAL GAP Additional Funding Sources The Developer is pursing two options to obtain additional funding from outside funding sources. If the Developer is successful with either of the two outside funding options, it is anticipated that the Project will not exhibit an unfunded financial gap. As such, the Developer would not request additional funds from the City. The two options being pursued are as follows: 9% Tax Credit /4% Tax Credit Hybrid structure The volatility in the Tax Credit markets, and the subsequent drop in Tax Credit equity rates, have created additional financial gaps for many Tax Credit projects. To mitigate this loss, TCAC is proposing to create a 99,6/4% Hybrid Structure to help fund a portion of impacted projects' financial gaps. This structure requires the developer to subdivide or legally separate a project into two separate projects with one project receiving the awarded 9% Tax Credits and the other project receiving a new award of 4% Tax Credits. The creation of a separate 4% Tax Credit project generates additional Tax Credit equity. However, this structure has never been undertaken before, and thus, there are many uncertainties regarding its viability. The AHSC award also creates potential impediments to using this proposed hybrid Tax Credit structure. The Developer is corresponding with HCD regarding the following issues: 1. Given that the Project would need to be legally separated into two projects, the AHSC award would also need to be separated. HCD has no programmatic process to accomplish this, and is uncertain if they have the flexibility to implement a new process. 2. HCD will require separate deeds of trust for the 9% project and the 4% project. The Developer's legal counsel advised that it may be difficult to obtain approval of this structure from HCD's legal counsel. The Developer has not yet obtained a definitive answer from HCD as to whether this is a viable option. If the Developer can pursue this structure, it is likely that it will produce sufficient 1703001:SNA:TRB 19090.014.007 65A-20 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 5 additional financing to fill the Project's unfunded financial gap. In that case, the Developer would not need any additional financial assistance from the City. If it is determined that this structure is viable, KMA recommends re -analyzing a more finalized version of the Developer's pro forma to ensure that the City's previous financial assistance package is still warranted by the Project economics. Increase in AHSC Program Funds As discussed above, the Developer was required to utilize 9% Tax Credit Loan Limits, and subsequently reduce the amount of the original AHSC award. However, due to the decrease in Tax Credit equity rates being experienced by all Tax Credit projects, the Developer is working with HCD to allow the Project to use the higher 4%Tax Credit Loan Limits rather than the 9% Tax Credit Loan Limits. If HCD approves this request, the Project will not require additional funds from the City. No Additional Outside Financial Assistance Given the uncertainty of successfully obtaining additional funding through either of the two options outlined above, the Developer is requesting $3.49 million in additional financial assistance from the City. Developer Proposal KMA analyzed the information provided by the Developer, and prepared a financial gap analysis for the Project. The following table compares the KMA and Developer financial gap estimates based on the assumption that no additional outside funding sources are available: Developer KMA Difference Total Development Cost $34,178,000 $34,145,000 $33,000 Available Funding Sources 30,687,000 30,694,000 ($7,000) Unfunded Financial Gap $3,491,000 $3,451,000 $40,000 As shown in the preceding table, based on the Developer's proposal, KMA estimates the Project's unfunded financial gap at $3.45 million. Comparatively, the Developer is requesting $3.49 million in additional financial assistance from the City. This equates to a $40,000, or less than 1% differential, which can be considered inconsequential. 1703001:SNA:TRB 65A-21 19090.014.007 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 6 KMA Recommendation The Project's budget includes a $2.0 million Developer Fee, which is the maximum amount allowed for 9% Tax Credit transactions. If the Developer is unable to obtain additional outside funding, KMA recommends that the City require the Developer to defer or forgo the $600,000 component of this Fee that exceeds the $1.40 million that can be included in the Project's Tax Credit eligible basis. This would decrease the Project's unfunded financial gap to approximately $2.90 million. The City previously committed $4.64 million to the Project. If the City grants the Developers request for $3.49 million in additional financial assistance, the City assistance package would total $8.13 million. If the City requires the Developer to defer or forgo $600,000 of the Developer Fee, the City's assistance would total $7.54 million. PROJECT DESCRIPTION The proposed scope of development can be described as follows: 1. The Site is comprised of 1.0 acre, or 43,560 square feet of land area. 2. The 58 -unit Project represents a density of 58 units per acre. 3. The Project's unit mix is as follows: 4. The existing building is five stories in height and consists of approximately 66,800 square feet of gross building area (GBA). 5. The existing building contains a 142 -space subterranean parking garage. 6. The Project's proposed affordability mix is as follows: 1703001:SNA:TRB 19090.014.007 65A-22 Number of Unit Size Units (SF) One -Bedroom Units 26 550 Two -Bedroom Units 15 871 Three -Bedroom Units 17 1,252 Total / Weighted Average 58 839 4. The existing building is five stories in height and consists of approximately 66,800 square feet of gross building area (GBA). 5. The existing building contains a 142 -space subterranean parking garage. 6. The Project's proposed affordability mix is as follows: 1703001:SNA:TRB 19090.014.007 65A-22 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 7 Low HOME/ AHSC / Tax Credit @ 30% Median 20 Low HOME/ AHSC / Tax Credit @ 35% Median 6 Low HOME / AHSC / Tax Credit @ 40% Median 6 Low HOME/ AHSC/ Tax Credit @ 60% Median 25 Unrestricted On -Site Manager's Unit 1 Total Units FINANCIAL GAP ANALYSIS m KMA prepared pro forma analysis to assist in evaluating the Developer's proposal assuming that no additional financial assistance from outside funding sources can be obtained. The analysis is located at the end of this memorandum, and is organized as follows: Table 1: Estimated Development Costs Table 2: Stabilized Net Operating Income Table 3: Unfunded Financial Gap Calculation Estimated Development Costs (Table 1) KMA reviewed the Developer's development cost estimate, and then independently prepared a pro forma analysis for the Project. The development cost estimates used in this analysis are as follows: Property Assemblage Costs The following summarizes the property assemblage costs: 1. The purchase price for the Site was $7.20 million. The Developer submitted an appraisal prepared by BC Valu on August 21, 2015 that estimated the market value of the Site at $7.15 million, which is approximately equal to the purchase price. 2. The building was approximately 50% occupied with office tenants when it was acquired by the Developer, and the Developer initially estimated the relocation costs for these tenants at $782,000. However, the Developer has since stated that there are lease 1703001:sNA:TRB 65A-23 19090.014.007 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 8 termination options that were understated by the Developer's appraiser. The Developer currently estimates these costs at $1.61 million.' 3. The Developer included $30,000 in closing costs. The total property assemblage costs are estimated at $8.84 million. Direct Costs The direct costs estimates assume that the Project will be subject to prevailing wage requirements. The direct costs applied in this analysis can be summarized as follows: 1. The Developer estimates the AHSC infrastructure costs at $1.29 million. 2. The Developer estimates the City -required off-site improvement costs at $1.13 million. City staff should verify the scope and accuracy of the off-site improvements required to serve the Project. 3. The Developer did not include a specific line item estimate for on-site improvement costs. It is assumed these costs are included in the residential building costs line item. 4. The Developer estimates the residential building costs are estimated at $207,100 per unit, or $12.01 million. 5. The Developer included a $275,000 allowance for furnishings, fixtures and equipment. 6. A 10% allowance for contractorfees and general requirements is provided. 7. An allowance for construction bonds / general liability insurance at 2% of construction costs is provided. 8. A direct cost contingency allowance equal to 5% of other direct costs is provided. KMA estimates the total direct costs at $17.26 million. This equates to $297,500 per unit.' ' The Developer provided a breakdown of relocation payments that total $1.41 million. KMA assumes that the additional $200,000 in costs are related to administering relocation activities. 3 The Developer originally provided independently prepared cost estimates that range from $12.81 to $15.13 million for off -sites, building, contractor and insurance costs. The Developer currently estimates these costs at $14.36 million, however, contractors' bids have not yet been obtained for the Project. 1703001:SNA:TRB 19090.014.007 65A-24 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 9 Indirect Costs KMA utilized the following assumptions in estimating the indirect costs: 1. The architecture, engineering and consulting costs are estimated at 10% of direct costs. 2. The Developer estimated the public permits and fees costs at $1.40 million, or $24,080 per unit. City staff should verify the accuracy of this estimate. 3. The taxes, insurance, legal and accounting costs are estimated at 3% of direct costs. 4. An approximately $1,000 per unit allowance for marketing and leasing costs is provided. 5. The Developer Fee is set at $2.0 million, which is the maximum amount allowed for the Project by TCAC. 6. An indirect cost contingency allowance equal to 5% of other indirect costs is provided. KMA estimates the total indirect costs at $5.99 million. Financing Costs The financing costs for the Project are estimated as follows: 1. The Developer estimates the interest costs for the acquisition / predevelopment loan at $617,000. This estimate is based on a $6.04 million loan amount, a 15 -month predevelopment period, an 18 -month construction period, and a 5% interest rate. 2. The interest costs on the construction loan are estimated at $855,000. These costs are based on the following assumptions: a. The construction period interest costs are based on a 3.52% interest rate, an 18 - month construction period, and a 60% average outstanding balance. b. The absorption period interest costs are based on a three-month absorption period and a 100% average outstanding balance. The financing fees are estimated at $349,000, and are based on 1.50 points for the construction and permanent loans. 1703001:SNA:TRB 65A-25 19090.014.007 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 10 4. A $146,000 capitalized operating reserve is provided. This equates to three months of operating expenses and debt service payments on the permanent loan supported by the Project's income. 5. The Tax Credit fees are estimated at $97,000 based on the following: a. A $2,000 application fee; b. A $410 per unit monitoring fee; and C. Four percent (4%) of the gross Tax Credit proceeds for one year. KMA estimates the total financing costs at $2.06 million. Total Development Costs As shown in Table 1, KMA estimates the total development costs at $34.15 million, which equates to approximately $588,700 per unit. In comparison, the Developer estimates the total development costs at $34.18 million, or $589,300 per unit. This equates to a less than 1% differential, which can be considered inconsequential. Stabilized Net Operating Income The Project's funding sources are likely to include City Housing Opportunity Ordinance (H00) in - lieu fees, HOME Program funds, CDBG funds, AHSC funds, and 9% Tax Credits. The Project's income and affordability standards must comport with the most stringent of the following standards: 1. Income Restrictions: The tenants' household incomes cannot exceed the strictest of: a. HOME Program income restrictions as defined under United States Code, Title 26, Section 142(d)(2)(B). b. Federal Low Income Housing Tax Credits income restrictions defined under United States Code, Title 26, Section 142(d)(2)(B). 2. Affordability Restrictions: Rents applied to all the units must reflect the most stringent of: a. HOME Program rents published annually by HUD; and b. Tax Credit rents published annually by TCAC. 1703001:SNA:TRB 19090.014.007 65A-26 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 11 Achievable Rent Income The rents used in this analysis are based on 2016 information published by TCAC and the HOME Program. The maximum allowable rents, net of the appropriate utility allowances, are estimated as follows:' 4 The monthly utility allowances are estimated at: $42 for one -bedroom units; $52 for two-bedroom units; and $79 for three-bedroom units. 1703001:SNA:TRB 65A-27 19090.014.007 One- Two- Three - Bedroom Bedroom Bedroom Rent Restriction Units Units Units Low HOME / TC @ 30% Median HOME Rents $872 $1,045 $1,188 TCAC Rents $506 $606 $681 Applicable Rents $506 $606 $681 Low HOME / TC @ 35% Median HOME Rents $872 TCAC Rents $598 Applicable Rents $598 Low HOME / TC @ 40% Median HOME Rents $872 TCAC Rents $689 Applicable Rents $689 Low HOME / TC @ 60% Median HOME Rents $1,395 $1,584 TCAC Rents $1,265 $1,442 Applicable Rents $1,265 $1,442 4 The monthly utility allowances are estimated at: $42 for one -bedroom units; $52 for two-bedroom units; and $79 for three-bedroom units. 1703001:SNA:TRB 65A-27 19090.014.007 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 12 KMA estimates the Project's gross residential income at $639,100, which includes laundry and miscellaneous income averaging $10 per unit per month. After applying a S% vacancy and collection allowance, KMA estimates the resulting effective gross income at $607,100. The residential operating expenses are estimated as follows: 1. Based on the Developer's estimates, the general operating expenses are estimated at $5,990 per unit per year. 2. KMA assumes the Developer will apply for the property tax abatement that is accorded to non-profit housing organizations that own and operate low income apartments. The Developer estimates the property tax assessment overrides at $2,500 per year. 3. The Developer estimates the social services costs at $40,000 per year. 4. The AHSC Program requires mandatory annual debt service payments equal to .42% of the Affordable Housing Capital Loan amount. The annual debt service payment is estimated at $20,800 based on a $4.94 million loan amount. 5. The annual capital replacement reserve deposit is estimated at $600 per unit per year, which is assumed to be a requirement of the AHSC Program. As shown in Table 2, the residential operating expenses are estimated to total $445,500, or approximately $7,680 per unit. When the Project's effective gross income is reduced by the residential operating expenses, KMA estimates the stabilized net operating income at $161,600. Available Funding Sources The available funding sources committed to the Project can be described as follows: Conventional Permanent Loan To estimate the maximum permanent loan that can be supported by the Project's stabilized net operating income, KMA assumed that the loan would be underwritten at a 117% debt service coverage ratio, a 5.65% interest rate, and a 35 -year amortization period. Based on these assumptions, KMA estimates that the $161,100 in stabilized net operating income can support a $2.10 million permanent loan. Tax Credit Proceeds In November 2016, the Project was awarded gross Tax Credits with a value of $17.90 million paid out over a 10 -year period. These Tax Credits are sold on the secondary market, and the net 1703001:SNA:TRB 19090.014.007 65A-28 Judson Brown, City of Santa Ana Santa Ana Arts Collective: Financial Gap Analysis March 1, 2017 Page 13 syndication value is ultimately determined based on competitive market conditions and on the timing of the disbursements. Based on currently available information, KMA and the Developer estimate the proceeds at $0.99 per gross Tax Credit dollar. As such, the total net Tax Credit proceeds are estimated at $17.70 million. AHSC Program Funds The Developer received a total of $6.26 million in funding from the AHSC Program. The specific sources for these funds are as follows: 1. A $4.94 million AHSC Affordable Housing Capital Loan; 2. A $1.29 million AHSC Sustainable Transportation Infrastructure (STI) Grant; and 3. A $23,000 AHSC Program Activities (PRG) Grant. Deferred Developer Fee The Developer did not include a deferral of any portion of the Developer Fee as a funding source forthe Project. However, KMA does not agree with this assumption, which is discussed subsequently in this memorandum. Previous City Commitment The City previously committed to provide $4.64 million in financial assistance to the Project. Total Available Funding Sources As shown in Table 3, KMA estimates the total available funding sources at $30.69 million. Unfunded Financial Gap Calculation Based on the assumptions outlined in this analysis, KMA estimates the Project's financial gap as follows: Total Development Costs $34,145,000 (Less) Total Available Funding Sources (30,694,000) Unfunded Financial Gap $3,451,000 Per Unit $59,500 1703001:SNA:TRB 65A-29 19090.014.007 Judson Brawn, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 14 The Developer is requesting $3.49 million in additional financial assistance from the City, which is $40,000 more than the unfunded financial gap identified in the KMA financial analysis. This less than 1% differential can be considered inconsequential. As such, KMA concludes that the Developer's request for $3.49 million in financial assistance is warranted by the Project economics under the following assumptions: 1. No additional financial assistance from outside funding sources is available; and 2. The City does not require the Developer to defer any of the Developer Fee included in the Project's budget. Deferred Developer Fee Under the TCAC regulations, the proposed Project can include a Developer Fee of up to $2.0 million in the Project's budget. However, for 9% Tax Credit projects, TCAC only allows up to $1.40 million of the Developer Fee to be included in the Project's eligible Tax Credit basis. As such, any amount of Developer Fee above $1.40 million does not generate Tax Credit equity for the Project, and unless this portion of the Developer Fee is deferred, it directly adds to the Project's financial gap. Given the Developer's request for additional financial assistance from the City, KMA recommends that the $600,000 of the total $2.0 million Developer Fee (the amount above $1.40 million) be deferred and repaid out of the Project's cash flow, or be given up by the Developer. This requirement would decrease the unfunded financial gap to approximately $2.90 million, which is approximately $600,000 less than the Developer's additional financial assistance request. It should be noted that the IRS requires the deferred Developer Fee to be repaid within 15 years. If the total deferred Developer Fee is not repaid within 15 years, there will be tax ramifications for the limited partnership that purchased the Tax Credits. KMA estimates that the Project's cash flow supports the repayment of approximately $188,000 during the first 15 years. Thus, the Developer may decide to do one of the following: 1. Set the Developer Fee at $2.0 million, and defer $600,000 of that Fee. In this case the Developer and limited partner would be taking the risk that the full amount of the deferral will not be able to be paid from the Project's cash flow within 15 years. That will trigger tax consequences unless the Tax Credit investor and/or the Developer step in to fund the shortfall. 1703001:SNA:TRB 19090.014.007 65A-30 Judson Brown, City of Santa Ana March 1, 2017 Santa Ana Arts Collective: Financial Gap Analysis Page 15 2. Set the total Developer Fee at $1,588,000, and defer $188,000 of this amount. In this case, it is projected that sufficient cash flow will be generated within 15 years to repay the entire deferred amount. CONCLUSIONS The following summarizes the conclusions KMA has derived from the preceding analysis: 1. KMA recommends that the City require the Developer to pursue additional financing from the outside funding sources prior to approving the Developer's additional financial assistance request. The two options identified are: a. Pursue TCAC's 9%/4% Hybrid Structure; and b. Pursue utilizing the AHSC 4% Tax Credit Loan Limits instead of the lower AHSC 9% Tax Credit Loan Limits. 2. If the Developer is unable to obtain additional outside funding, KMA estimates the Project's unfunded financial gap as follows: a. KMA recommends that the City require the Developer to defer or forgo $600,000 of the Developer Fee included in the Project's budget. This would decrease the warranted additional financial assistance to $2.90 million. b. If the City does not require the Developer to defer or forgo $600,000 of the total Developer Fee, the Developer's request for $3.49 million in additional financial assistance would be warranted by the Project economics. 3. The City should require the Developer to produce the following documents prior to the disbursement of any City funds: a. The Developer should be required to produce formal contractors' bids for the currently proposed scope of development. b. The Developer estimated that the Project could support a $2.09 million permanent loan. This is based on a 1.17 debt service coverage ratio and lower than typical projected increases in management fees and social services costs. The Developer should be required to provide evidence that $2.09 million in permanent loan funds have been committed to the Project. 1703001:SNA:TRB 19090.014.007 65A-31 TABLE I ESTIMATED DEVELOPMENT COSTS DEVELOPER PROPOSAL: $2.0 MILLION DEVELOPER FEE WITH NO DEFERRAL SANTA ANA ARTS COLLECTIVE SANTA ANA, CALIFORNIA I. Property Assemblage Costs Property Acquisition Costs i 43,560 Sf Land $165 /Sf Land $7,200,000 Relocation Costs 2 1,610,000 Closing Costs 0.4% Purchase Price 30,000 Total Property Assemblage Costs $8,840,000 II. Direct Costs 6 AHSC Infrastructure Costs $1,288,000 Off-site Improvements 1,126,000 On-site Improvements 43,560 Sf Land $0 /Sf Land 0 Residential Adaptive Reuse Costs 4 58 Units $207,100 /Unit 12,012,000 Furnishings, Fixtures & Equipment 275,000 Contractor Fees / General Requirements 10% Construction Costs 1,443,000 Construction Bonds 2% Construction Costs 289,000 Contingency Allowance 5% Other Direct Costs 822,000 Total Direct Costs 58 Units $297,500 /Unit 17,255,000 III. Indirect Costs Arch, Eng, Consulting & Construction Mgt 30% Direct Costs $1,726,000 Public Permits & Fees s 58 Units $24,080 /Unit 1,397,000 Taxes, Insurance, Legal & Accounting 3% Direct Costs 518,000 Marketing & Leasing 58 Units $1,034 /Unit 60,000 Developer Fee 6 9% Eligible Basis 2,000,000 Contingency Allowance 5% Other Indirect Costs 285,000 Total Indirect Costs $5,986,000 IV. Financing Costs Interest During Construction Predevelopment Loan 7 $617,000 Construction Loan a $21,128,000 Loan Amount 3.52% Interest 855,000 Financing Fees Construction Loan $21,128,000 Loan Amount 1.50 Points 317,000 Permanent Loan $2,100,000 Loan Amount 1.50 Points 32,000 Operating Reserve 3 Months Operating Expenses / Debt Service 146,000 TCAC Fees a 97,000 PA Total Financing Costs $2,064,000 r An appraisal prepared on August 21, 2015 by BC Valu estimates the fair market value of the property at $7,150,000. 1 Based on Developer estimate. A relocation plan was not provided for review. ' Estimates assume prevailing wage requirements will be imposed on the Project. ° Based on Developer estimate. A physical needs assessment or contractor's bid was not provided for review. ' Based on Developer estimate. The estimate should be verified by City staff. 6 This is the maximum amount allowed to be included in the Project by TCAC. ' Based on Developer estimate. s Includes debt on the 80% of the Tax Credit Equity which will not be funded during construction. Assumes an 18 -month construction period with a 60% average outstanding balance and a 3 -month absorption period with a 100% average outstanding balance. ' Includes a $2,000 application fee; $410/unit monitoring fee; and 4% of the gross Tax Credit proceeds for one year. Prepared by: Keyser Marston Associates, Inc. n Filename: Meta _22617; PF_9%; trb 65A-32 TABLE 2 STABILIZED NET OPERATING INCOME DEVELOPER PROPOSAL: $2.0 MILLION DEVELOPER FEE WITH NO DEFERRAL SANTA ANA ARTS COLLECTIVE SANTA ANA. CALIFORNIA I. Gross Residential Income' Manager's Unit 1 Unit $0 /Unit/Month $0 Low HOME/AHSC/TC C1 30% Median 1 -Bedroom Units @ (550-Sf) 14 Units $506 /Unit/Month 85,000 2 -Bedroom Units @ (871-Sf) 2 Units $606 /Unit/Month 14,500 3 -Bedroom Units @ (1,252-Sf) 4 Units $681 /Unit/Month 32,700 Low HOME/AHSC/TC @ 35% Median 1 -Bedroom Units @ (550-Sf) 6 Units $598 /Unit/Month 43,100 Low HOME/AHSC/TC @ 40% Median 1 -Bedroom Units @ (550-5f) 6 Units $689 /Unit/Month 49,600 High HOME/AHSC/TC @ 60% Median 2 -Bedroom Units @ (871-Sf) 12 Units $1,265 /Unit/Month 182,200 3 -Bedroom Units @ (1,252-Sf) 13 Units $1,442 /Unit/Month 225,000 Laundry/Miscellaneous Income 58 Units $10 /Unit/Month 7,000 Gross Base Income $639,100 (Less) Vacancy & Collection Allowance 5% Gross Base Income (32,000) Effective Gross Base Income $607,100 II. Operating Expenses General Operating Expenses 58 Units $5,990 /Unit $347,400 Property Taxes 58 Units $43 /Unit 2,500 Services 58 Units $690 /Unit 40,000 HCD Required Debt Service 0.42% AHSC Loan Amount 20,800 Replacement Reserve 58 Units $600 /Unit 34,800 Total Operating Expenses $445,500 III. 1 Net Operating Income $161,600 ' Based on Orange County Incomes distributed by HUD/HCD. As pertinent, the rents are based on those published in 2016 by TCAC, and the HOME Program. Utility Allowances per the Developer: $42 for 1-Bdrm units; $52 for 2-Bdrm units; and $79 for 3-Bdrm units. 3 Based on Developer estimate. Assumes that the Developer will receive the property tax abatement accorded to non-profit housing organizations that develop income -restricted apartments. Prepared by: Keyser Marston Associates. Inc. w �^ ^ Filename: Meta_22517; PF 9%; trb H 33 TABLE 3 FINANCIAL GAP CALCULATION DEVELOPER PROPOSAL: $2.0 MILLION DEVELOPER FEE WITH NO DEFERRAL SANTA ANA ARTS COLLECTIVE SANTA ANA, CALIFORNIA I. Available Fundine Sources Permanent Loan Net Operating Income r $161,600 NO[ (See Table 2) Income Available for Mortgage 1.17 DCR Interest Rate 5.65% Interest Rate Permanent Loan Tax Credit Equity z Gross Tax Credit Value $17,908,000 Syndication Rate $0.99 /Tax Credit Dollar Net Tax Credit Equity AHSC Affordable Housing Capital a AHSC STI a AHSC PRG s Deferred Developer Fee a City of Santa Ana Commitment Total Available Funding Sources II. Unfunded Financial Gap Calculation Total Available Funding Sources (Less) Total Development Costs $137,800 Debt Service 6.56% Mortgage Constant $2,100,000 $17,704,000 $4,944,000 $1,288,000 $23,000 $0 $4,635,000 $30,694,000 $30,694,000 (34,145,000) Unfunded Financial Gap $3,451,000 r Assumes a 35 -year amortization term. z Assumes an $15.9 million requested unadjusted eligible basis, which includes a $776,000 million voluntary basis reduction, a 130% difficult -to - develop premium, a 9.0% Tax Credit rate and an applicable fraction of 100%. a Based on Developer estimate. Prepared by: Keyser Marston Associates, Inc. Q w Filename: Meta_ 22517; PF_9%;it 65A-34 EXHIBIT 5 CSG I advisors 1 Post Street, Suite 575 San Francisco, CA 94104 tel. 415.956.2454 Memorandum To: Judson Brown, City of Santa Ana From: John Hamilton, CSG Advisors Date: May9,2017 Re: Santa Ana Arts Collective Financial Feasibility Review SUMMARY Project Overview and the Proposed Project Meta Housing proposes to develop the Santa Ana Arts Collective (the "Project"), a 58 -unit adaptive reuse of a mid -rise building located in the City of Santa Ana (the "City"). The Project would target artists, and would be affordable to individuals and families earning from 30% AM[ to 60% AM]. The Proposed Financing The Developer proposes to finance the Project though funds committed through the California Housing and Community Development's (HCD) Affordable Housing and Sustainable Communities (AHSC) program, equity from the syndication of 9% federal Low Income Housing Tax Credits (LIHTC), and funds from the City of Santa Ana. The Project has received an allocation of 9% LIHTC from the California Tax Credit Allocation Committee (CTCAC) in the annual amount (for 10 yrs) of $1,790,841; a commitment of $4,635,000 from the City of Santa Ana; and $6,254,630 of funds from AHSC. The Developer has secured senior lender commitments from Wells Fargo (as construction lender) and CCRC (as permanent lender). Conclusion The Project, as analyzed using most recent CTCAC rents and certain budget modifications as proposed by CSG, demonstrates a financial shortfall of ($1,481,215). The City may choose to fill this financing deficit on behalf of the Developer, or require the Developer to pursue other sources. PROJECT FINANCIAL ANALYSIS Project Description Meta Housing (the "Developer"), an experienced developer of affordable housing, proposes an "adaptive reuse" of an existing mid -rise office building. The Project, the Santa Ana Arts Collective, is located at 1666 North Main Street, in Santa Ana. The Developer proposes to convert the building to 58 units (57 affordable units plus 1 unrestricted manager's unit). The Developer proposes to finance the Project with an allocation of 9% low-income housing tax credits (LIHTC), committed funds from the City, and committed funds from HCDs AHSC program. The Developer proposes to target artists as the building's primary residents. The Project would contain affordable units as indicated in Table 1, below. SAN FRANCISCO ATLANTA 65A -36s ANGELES NEW YORK Judson Brown, City of Santa Ana May 9, 2017 Santa Ana Arts Collective Financial Feasibility Pace 2 of 5 Table Restriction (AMI) 30% AM[ (/Low HOME*) 1: Proposed Units and Affordability 1 -Bedroom 2 -Bedroom 3 -Bedroom 5 2 4 Total 11 30%AMI 9 9 35%AMI 6 6 40%AMI 6 6 60% AM] 12 13 25 Manager's Unit 1 1 Total 26 15 17 58 These HOME units will be "floating" i.e., not assigned to specific units est for Funds In addition to the $4,635,000 funds already committed by the City, the Developer has requested additional City financing to eliminate an expected financing deficit. The Developer's budget indicates a financing deficit of approximately $3,500,000. Financial Plan Analysis We have focused our analysis on a review of the Project's sources and uses in the context of the Project's proposed 9% tax credit financing. Table 2, below, provides a consolidated form of the Developer's budget, and modifications proposed by CSG. In creating this analysis and variance, we have used the Developer's assumptions (except as noted) and modeled the Project using the CTCAC application form applicable to the existing credit reservation, updating where necessary (e.g., 2017 rents). Table 2: Variance Analysis of Developer's Budget USES Budoet Item Total Land CostNalue Developer $7,230,000 CSG $7,230,000 Variance Explanation of Variance $0 Total Acquisition Cost $2,413,522 $2,413,522 $0 Total New Construction Costs $13,236,620 $13,236,620 $0 Total Architectural Costs $830,000 $830,000 $0 Total Survey and Engineering $800,000 $800,000 $0 Total Construction Interest and Fees $1,467,534 $1,467,534 $0 Total Permanent Financing Costs $30,934 $37,095 $6,161 origination fee for higher loan amount Total Attorney Costs $205,001 $205,001 $0 Total Reserve Costs $140,564 $140,564 $0 Total Appraisal Costs $5,700_ $5,700 $0 Total Continaencv Cost $1,330.262 $1,330.262 $0 CSG Iadvisors SAN FRANCISCO 65AI-AN • LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 9, 2017 Santa Ana Arts Collective Financial Feasibility Page 3 of 5 Table 2: Variance Analysis of Developer's Budget (Cont.) Budget Item Developer CSG Variance Explanation of Variance Developer has provided documentation supporting $1,486,811 of Relocation costs, Deferred Developer Fee $3,491,484 $269,942 ($3,221,542) rather than the $1,610,00 included in the budget. We have therefore reduced the Total Other Costs488627 $0 JLaL5438 ($123,189) Relocation by the difference (i.e., $123,189) Subtotal Development Costs $32,178,764 $32,061,736 ($117,028) Federal Equity reflects $0.989 net pricing per Developer Overhead/Profit $2.000,000 $2.000.000 $0 developer Notal Project Cost $34,178,764 $34,061,736 _ ($234,055J�_�� SOURCES Increase loan amount assuming 2017 CTCAC rents and underwriting rate of 5.65% CCRC $2,093,389 $2,709,532 $616,143 (consistent with CCRC termsheet) Citv of Santa Ana $4.635.000 $4,635.000 $0 AHSC $22,500 $22,500 $0 AHSC $1,288,000 $1,288,000 $0 AHSC $4.944,130 $4.944.130 $0 4FI NAN C I N G GAP _ _ ($7)_� _ ($1,481,215) Discussion of Table 1 The "Uses" portion of Table 1 shows the Developer's budget, contrasted with necessary modifications proposed by CSG. • Total Permanent Financing Costs: The Developer's budget reflects origination fee of 1% (per CCRC term sheet) of a permanent loan amount of $2,093,389. We have adjusted the fee to reflect a loan amount of $2,709,532 (reflecting higher 2017 restricted rents as published by CTCAC). The loan amount reflects: ➢ Effective Gross Rents $653,243 (per Developer unit mix, 2017 CTCAC rents, and 5% vacancy) > Operatinq Expenses and Reserves ($424,875) Cash Flow Available to Support Debt CSG Iadvisors SAN FRANCISCO 65Aw3Ta LOS ANGELES NEW YORK Correction of deferred fee to net present value of maximum 15 -year cash flow available after asset and partnership Deferred Developer Fee $3,491,484 $269,942 ($3,221,542) management fees. (Proposed) GP Contribution required to net GP Capital Contribution $0 $1,000,000 $1,000,000 $1 M Developer Fee Federal Equity reflects $0.989 net pricing per Federal Tax Credit Equity $17,704,254 $17,711,417 $7,163 - developer _Total Sources $34,178,757_ $32,580,522 ($1,364,180)_ 4FI NAN C I N G GAP _ _ ($7)_� _ ($1,481,215) Discussion of Table 1 The "Uses" portion of Table 1 shows the Developer's budget, contrasted with necessary modifications proposed by CSG. • Total Permanent Financing Costs: The Developer's budget reflects origination fee of 1% (per CCRC term sheet) of a permanent loan amount of $2,093,389. We have adjusted the fee to reflect a loan amount of $2,709,532 (reflecting higher 2017 restricted rents as published by CTCAC). The loan amount reflects: ➢ Effective Gross Rents $653,243 (per Developer unit mix, 2017 CTCAC rents, and 5% vacancy) > Operatinq Expenses and Reserves ($424,875) Cash Flow Available to Support Debt CSG Iadvisors SAN FRANCISCO 65Aw3Ta LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 9, 2017 Santa Ana Arts Collective Financial Feasibility Page 4 of 5 ➢ Required MHP Debt Service 20765 ➢ Available to Support First Mortgage $177,815 ➢ Interest rate/Amortization Term 5.65%/35yrs Total Other Costs: The Developer's budget includes Relocation costs of $1,610,000. However, the Developer has provided supporting documentation for only $1,486,811. We have adjusted the cost to reflect the supporting documentation. The "Sources" portion of the table illustrates proposed corrections to certain of the sources. • CCRC: We have adjusted the CCRC permanent loan to reflect the most recently released 2107 restricted rents, as illustrated below Table 3: 2016 vs 2017 Restricted Rents • Deferred Developer Fee: The Developer budgets shows $3.4M of deferred developer fee. The Developer has indicated that this was intended to demonstrate the size of the financing deficit (the project only can earn, per CTCAC restrictions, a $2M developer fee). • General Partner (GP) Capital Contribution: CSG proposes that the Developer/GP contribute a portion of its Developer Fee to the partnership in the form of a GP capital contribution. This amount is subject to negotiation between the Developer and the City (and may be limited by tax concerns), but is suggested as tool to reduce the remaining financial deficit. Based on the project's cashflows, approximately $371,912 is available to repay of Developer Fee within 14 years. We have discounted the annual cashflows by 4% (i.e., a risk adjustment) in order to derive a net amount of fee to be deferred (i.e., $250,526). The suggested GP capital contribution, when subtracted from the total Developer Fee of $2,000,000, yields the total Developer fee to be paid in cash — to be allocated between the net present value of deferred fee paid over time and cash fee received during development and construction. The amount of suggested GP capital contribution, therefore, equals: ' HUD, 04/2016 2 California Tax Credit Allocation Committee, April 2016 3 California Tax Credit Allocation Committee, April 2017 CSG Iadvisors SAN FRANCISCO 65AL-48 • LOS ANGELES NEW YORK 2016 Low Home Rent AMI (by bedroom 2016 CTCAC 2017 CTCAC Utility Bedroom Size Restriction onl t Rent= Rent' Allowance Net Rent 1 Bedroom 30% $553 $548 $587 $43 $544 1 Bedroom 35% NA $640 $685 $43 $642 _ 1 Bedroom 40% NA $731 $783 $43 $740 2 Bedrooms 30% $1,097 $658 $704 $49 $655 2 Bedrooms 60% NA $1,316 $1,408 $49 $1,359 3 Bedrooms 30% $1,267 $760 _ _ $813 $71 $742 3 Bedrooms 60% NA $1,520 $1,627 $71 $1,556 • Deferred Developer Fee: The Developer budgets shows $3.4M of deferred developer fee. The Developer has indicated that this was intended to demonstrate the size of the financing deficit (the project only can earn, per CTCAC restrictions, a $2M developer fee). • General Partner (GP) Capital Contribution: CSG proposes that the Developer/GP contribute a portion of its Developer Fee to the partnership in the form of a GP capital contribution. This amount is subject to negotiation between the Developer and the City (and may be limited by tax concerns), but is suggested as tool to reduce the remaining financial deficit. Based on the project's cashflows, approximately $371,912 is available to repay of Developer Fee within 14 years. We have discounted the annual cashflows by 4% (i.e., a risk adjustment) in order to derive a net amount of fee to be deferred (i.e., $250,526). The suggested GP capital contribution, when subtracted from the total Developer Fee of $2,000,000, yields the total Developer fee to be paid in cash — to be allocated between the net present value of deferred fee paid over time and cash fee received during development and construction. The amount of suggested GP capital contribution, therefore, equals: ' HUD, 04/2016 2 California Tax Credit Allocation Committee, April 2016 3 California Tax Credit Allocation Committee, April 2017 CSG Iadvisors SAN FRANCISCO 65AL-48 • LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 9, 2017 Santa Ana Arts Collective Financial Feasibility Page 5 of 5 ➢ Total Develooer Fee ➢ Equals Fee to be Paid in Cash (both current and deferred) $1,000,000 ➢ Less ➢ Equals current Developer Fee (i.e., paid during development $749,474 process) The deferred Fee is calculated as the net present value (NPV) of the amounts available to pay deferred developer fee payments over 14 years, discounted at a 4% estimated cap rate for Class A multifamily properties in Santa Ana (Source: Marcus & Millichap Multifamily Research Market Report, Fourth Quarter 2016) Financing Deficit Based on the Sources and Uses as adjusted by CSG, the Project financing demonstrates a ($1,481,215) financing shortfall. The Developer must identify other financing sources — either the City or other sources, such as Federal Home Loan Bank's Affordable Housing Program (AHP) — to alleviate the financing shortfall. Operating Expenses and Operating Pro Forma The Developer proposes annual operating expenses per unit of approximately $6,725 per unit not including reserves, and approximately $7,325 per unit including reserves. CSG has not examined specific support for these estimates, but they appear reasonable based on our recent experience with other projects. The Developer's proposed operating pro forma uses standard underwriting requirements for tax -credit and bond financing projects: annual income inflation at 2.5% and annual expense inflation of 3.5%; vacancy of 5% annually. These underwriting assumptions along with calculated debt service on the CCRC senior permanent mortgages results in an initial year debt service coverage (DCR) of 1.15, with increasing DCR each year there after. The Developer's proposed operating pro forma indicates a healthy project from an operational perspective. CONCLUSION The Project, as analyzed using most recent CTCAC rents and certain budget modifications as proposed by CSG, demonstrates a financial shortfall of ($1,481,215). The City may choose to fill this financing deficit on behalf of the Developer, or require the Developer to pursue other sources. CSGIadvlsors SAN FRANCISCO 65A -),M LOS ANGELES NEW YORK 65A-40 EXHIBIT 6 >0911 KEYSER MARSTON ASSOCIATES, ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT MEMORANDUM ADVISORS IN: Real Estate To: Natalie Verlinich, Housing Programs Analyst Redevelopment Affordable Housing City of Santa Ana Economic Development SAN FRANCISCO From: Kathleen Head A. Jerry Keyser Subject: First Street Apartments: Financial Gap Analysis Timothy C. Kelly Tim Bretz Kate Earle Funk Debbie M. Kern Reed T. Kawahara Date: April 15, 2016 David Doezema At your request, Keyser Marston Associates, Inc. (KMA) prepared a financial gap analysis Los ANGELES Kathleen H. Head Subject: First Street Apartments: Financial Gap Analysis James A. Rabe Gregory D. Soo -Hoo Kevin E. Engstrom Julie L. Bonney At your request, Keyser Marston Associates, Inc. (KMA) prepared a financial gap analysis SAN DIEGO Paul C. Marra for the First Street Apartments project being proposed by AMCAL Multi -Housing Inc. (Developer). The purpose of the KMA analysis is to quantify the amount of financial assistance necessary to provide the proposed affordable housing units. EXECUTIVE SUMMARY The Developer is proposing to develop the 2.15 -acre site located at 1440 East First Street (Site) with a 69 -unit apartment project (Project). Sixty-eight (68) of the units will be subject to long-term income and affordability covenants, and one unit will be provided to an on-site manager. Estimated Financial Gap KMA conducted an independent pro forma analysis of the Project. While the KMA analysis varied on a line -by- line item basis from the Developer's proposal, KMA's estimate of the Project's financial gap is approximately equal to the Developer's request for financial assistance. 500 SOUTH GRAND AVENUE, SUITE 1480: LOS ANGELES, CALIFORNIA 900711 PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 65A-41 1604007:SA;TRB 19090.014.001 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 2 The following outlines the financial gap calculations derived from the KMA pro forma analysis: Total Development Cost $28,506,000 (Less ) Available Outside Funding Sources (19,711,000) Estimated Financial Gap $8,795,000 As shown in the preceding table, KMA estimates the financial gap at $8.79 million. This is $105,000 less than the Developer's request fro $8.9 million in financial assistance. This represents a 2% differential, which can be considered insignificant. As such, KMA concludes that the Developer's financial assistance request is necessary to provide the proposed affordable housing units. Available Funding Sources KMA estimates that $19.71 million in outside funding sources are available to the Project as follows: 1. The net operating income generated from the affordable rents supports approximately $7.02 million in permanent financing. 2. The revenue generated from the Project -Based Section 8 rental assistance vouchers (PBVs) provided by the Santa Ana Housing Authority (Housing Authority) supports approximately $1.46 million in permanent financing. The Developer anticipates receiving an allocation of 9% Federal Low Income Housing Tax Credits (Tax Credits) that are competitively awarded by the California Tax Credit Allocation Committee (TCAC). KMA estimates the net Tax Credit proceeds at $11.23 million. The Developer is requesting $8.9 million in financial assistance from the City for the Project. The Developer intends to utilize in -lieu fee funds generated by the Housing Opportunity Ordinance (HOO) as the funding source for this financial assistance request. -;TO) 1X41 MR] *Yy1]I:AI[a]►1 The proposed scope of development can be described as follows: 1604007:SA;TRB 19090.014.001 65A-42 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 3 1. The Site is comprised of 2.15 acres, or 93,654 square feet of land area. 2. 3 4. a The Project's unit mix is as follows: Number of Unit Size Units SF Two -Bedroom Units 35 782 Three -Bedroom Units 28 1,031 Four -Bedroom Units 6 1,219 Total/ Weighted Average 69 921 The Project's gross building area (GBA) is estimated at 81,218 square feet, and is comprised of the following: a. The residential GBA is estimated at 63,549 square feet; and b. The circulation / common area GBA is estimated at 17,669 square feet. The Project includes 119 tuck -under parking spaces, which equates to approximately 1.7 parking spaces per unit. The Project's proposed affordability mix is as follows: Very -Low Inc H&SC / Tax Credit @ 30% TC Median 1 7 Very -Low Inc H&SC / Tax Credit @ 35% TC Median 7 Very -Low Inc H&SC / Tax Credit @ 40% TC Median 7 Very -Low Inc H&SC / Tax Credit @ 45% TC Median z 7 Low Inc H&SC /Tax Credit @ 50% TC Median 7 Moderate Inc H&SC / Tax Credit @ 60% TC Median 33 Unrestricted On -Site Manager's Unit 1 Total Units 69 1 H&SC = the California Health and Safety Code, and the "Median' represents the Orange County Median Income published by HCD. The median income published byTCAC is referred to as the TC Median. z The Developer's rent for 2 -Bedroom units at 45% of the TC Median is higher than the H&SC Very -Low Income rent. The Developer's pro forma should be updated to reflect the H&SC very -low income rent. 1604007:SA;TRB 19090.014.001 65A-43 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 4 FINANCIAL GAP ANALYSIS KMA prepared a pro forma analysis to assist in evaluating the Developer's proposal. The analysis is located at the end of this memorandum, and is organized as follows: Table 1: Estimated Development Costs Table 2: Stabilized Net Operating Income Table 3: Financial Gap Calculation Estimated Development Costs (Table 1) KMA reviewed the Developer's development cost estimates, and then independently prepared a pro forma analysis for the Project. The resulting development costs are estimated as follows: Property Assemblage Costs The total property assemblage costs are estimated at $5.47 million, and they are comprised of the following components: 1. The proposed purchase price for the Site is $4.5 million, or $48 per square foot of land area. The Developer submitted an appraisal prepared by Lidgard and Associates, Inc. on January 20, 2015 to validate the purchase price. The appraisal estimated the market value of the Site at $4.55 million, which is approximately equal to the purchase price. 2. The Developer included a $942,000 allowance for relocation expenses. A relocation plan prepared by Overland, Pacific & Cutler, Inc. on December 18, 2015 estimates the relocation costs at $865,000. The additional $77,000 in costs are assumed to represent the estimated costs to implement the relocation plan. 3. The Developer included $25,000 in closing costs. 1604007:SA;TRB 19090.014.001 65A-44 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 5 Direct Costs The direct cost estimates assume that the Project will not be subject to State of California or Federal Davis Bacon prevailing wage requirements. The direct costs applied in this analysis are estimated at $14.38 million, and can be summarized as follows: 1. A $550,000 allowance for remedial work and demolition costs is provided. 2. The Developer estimated the off-site improvement costs at $319,000. City staff should verify the scope and cost of the off-site improvements required to serve the Project. 3. The on-site improvement costs are estimated at $17 per square foot of land area, or $1.63 million. 4. The residential shell costs are estimated at $115 per square foot of residential GBA, or $9.34 million. 5. A $76,000 allowance for furnishings, fixtures and equipment is provided. 6. A 14% allowance for contractor fees and general requirements is provided. 7. An allowance for construction bonds / general liability insurance at 2% of construction costs is provided. 8. A direct cost contingency allowance equal to 5% of other direct costs is provided. Indirect Costs KMA estimated the indirect costs at approximately $6.5 million, based on the following assumptions: 1. The architecture, engineering and consulting costs are estimated at 10% of direct costs. 2. The Developer estimated the public permits and fees costs at $2.2 million, or $31,900 per unit. City staff should verify the accuracy of this estimate. 1604007:SA;TRB 19090.014.001 65A-45 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 6 3. The taxes, insurance, legal and accounting costs are estimated at 3% of direct costs. 4. A $1,700 per unit allowance for marketing and leasing costs is provided. 5. The Developer Fee is set at $2.0 million, which is the maximum amount allowed for the Project by TCAC. 6. An indirect cost contingency allowance equal to 5% of other indirect costs is provided. Financing Costs KMA estimated the Project's financing costs at $2.17 million. The financing cost assumptions are as follows: 1. The Developer purchased the property in part with a $3.74 million loan from the Low Income Investment Fund (LIIF). The estimated loan term is 30 months, and the loan carries a 4.70% interest rate. The interest costs are estimated at $440,000. 2. The Developer provided a $1.15 million loan to the Project to fund acquisition and predevelopment expenses. The estimated loan term is 30 months at a stated interest rate of 10%. However, KMA contends that the interest rate on a loan provided by a party related to the Project should be in line with the interest charged on similar loans. In this case, the Developer obtained a predevelopment loan with an interest rate of 5.25%. KMA applied this same interest rate to the Developer's $1.15 million acquisition and predevelopment loan. The interest costs are estimated at $151,000. 3. The Developer obtained a $2.21 million predevelopment loan with a 30 -month loan term and a 5.25910 interest rate. The interest costs are estimated at $290,000. 4. The interest costs on the approximately $17 million construction loan are estimated at $446,000. These costs are based on the following assumptions: 1604007:SA;TRB 19090.014.001 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 7 a. The interest costs incurred during the construction period are estimated based on a 2.5% interest rate, a 16 -month construction period, and a 60% average outstanding loan balance. b. The absorption period interest costs are based on a three-month absorption period and a 100% average outstanding loan balance. The financing fees are estimated at $547,000, and are based on 1.0 point for the LIIF acquisition loan, and 2.0 points for the construction and permanent loans. 6. A $221,000 capitalized operating reserve account is provided. This equates to approximately three months of operating expenses and debt service payments on the permanent loans supported by the Project's base income and PBV income. 7. The Tax Credit fees are estimated at $71,000 based on the following: a. A $2,000 application fee; b. A $410 per unit monitoring fee; and C. Four percent (4%) of gross Tax Credit proceeds for one year. Total Development Costs As shown in Table 1, the total development costs at $28.51 million, which equates to approximately $413,100 per unit. Stabilized Net Operating Income (Table 2) The Project's funding sources include City HOO in -lieu fees, Tax Credits, and PBVs. The Project's income and affordability standards must comport with the most stringent of the following standards: 1. Income Restrictions: The tenants' household incomes cannot exceed the strictest of: 65A-47 1604007:SA;TRB 19090.014.001 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 8 a. H&SC Section 50105 for very -low income households, 50079.5 for low income households and Section 50093 for moderate income households; and b. Federal Low Income Housing Tax Credits income restrictions defined under United States Code, Title 26, Section 142(d)(2)(B). 2. Affordability Restrictions: Rents applied to all of the units must reflect the most stringent of: a. H&SC very -low, low and moderate income rents based on the calculation methodology defined in Section 50053; and b. Tax Credit rents published annually by TCAC. Achievable Rent Income The rents used in this analysis are based on 2016 information published by TCAC, and 2015 information published by HCD.3 The maximum allowable rents, net of the appropriate utility allowances, are estimated as follows:° Rent Restriction H&SC Rents TCAC Rents Applicable Rents Two -Bedroom Units VL Inc H&SC /TC @ 30%TC Median $902 $579 $579 VL Inc H&SC/TC @ 35% TC Median $902 $689 $689 VL Inc H&SC/TC @ 40% TC Median $902 $799 $799 VL Inc H&SC /TC @ 45% TC Median $902 $908 $902 Low Inc H&SC / TC @ 50% TC Median $1,099 $1,018 $1,018 Mod Inc H&SC/TC @ 60% TC Median $2,080 $1,238 $1,238 3 As of April 15, 2016, HCD has not yet published the 2016 household income information required to calculate the affordable rents under H&SC Section 50053. 4 The monthly utility allowances are estimated at: $79 for two-bedroom units; $115 for three-bedroom units; and $128 for four-bedroom units. 1604007:SA;TRB 19090.014.001 o 46 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 9 H&SC Rent Restriction Rents TCAC Rents Applicable Rents Three -Bedroom Units Rents Rents VL Inc H&SC/TC @ 30%TC Median $975 $645 $645 VL Inc H&SC / TC @ 35% TC Median $975 $772 $772 Mod Inc H&SC / TC @ 60% TC Median $2,283 $1,406 $1,406 H&SC TCAC Applicable Rents Rents Rents Rent Restriction Four -Bedroom Units VL Inc H&SC /TC @ 30%TC Median $1,050 $720 $720 Mod Inc H&SC / TC @ 60% TC Median $2,463 $1,568 $1,568 The Developer is proposing that the Housing Authority provide eight PBVs to the Project. The PBV payments are equal to the difference between the tenants' rent payments and the fair market rents (FMRs) approved by the Housing Authority. The 2016 FMRs for the Project are as follows: Two -Bedroom Units $1,543 Three -Bedroom Units $2,160 The PBVs are proposed to be applied as follows: 1. Three 2 -bedroom units at 30% of the TC Median; 2. Three 3 -bedroom units at 30% of the TC Median; 3. One 2 -bedroom unit at 35% of the TC Median; and 4. One 3 -bedroom unit at 35% of the TC Median. The PBV assistance is estimated at $106,900 per year. 1604007:SA;TRB 19090.014.001 65A-49 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 10 Estimated Effective Gross Income KMA estimates the Project's effective gross income at approximately $962,100 based on the following assumptions: 1. The base rental income is estimated at $898,300. 2. The PBV income is estimated at $106,900. 3. Laundry and miscellaneous income is estimated to average $9 per unit per month for a total of $7,500 per year. 4. A vacancy and collection allowance equal to 5% of gross income is provided. This equates to $50,600. Estimated Operating Expenses The residential operating expenses are estimated at $371,700 based on the following assumptions: 1. The general operating expenses are estimated at $4,790 per unit per year. 2. KMA assumes the Developer will apply for the property tax abatement that is accorded to non-profit housing organizations that own and operate apartment units that are restricted to households earning less than 80% of the Median. The Developer estimates that the Project will incur $2,500 per year in property tax assessment override costs. 3. The Developer is proposing to provide social services at an estimated cost of $18,000 per year. 4. Annual deposits to a capital replacement reserve account are estimated at $300 per unit per year. This exceeds the minimum amount required by TCAC. Stabilized Net Operating Income The Project's effective gross income is estimated at $962,100, and the operating expenses are estimated at $371,700. This results in an estimated stabilized net operating income of $590,400. 1604007:SA;TRB 19090.014.001 65A-50 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 11 Financial Gap Calculation (Table 3) Available Funding Sources The outside funding sources anticipated to be received by the Project are estimated at $19.71 million. These funding sources can be described as follows: Permanent Loan — Base Net Operating Income To estimate the maximum permanent loan that can be supported by the Project's base income, KMA assumed that the loan would be underwritten at a 115% debt service coverage ratio, a 5.0% interest rate, and a 35 -year amortization period. Based on these assumptions, KMA estimates that the $488,800 in Base Net Operating Income can support a $7.02 million permanent loan. Permanent Loan — PBV Subsidy To estimate the maximum permanent loan that can be supported by the eight PBVs, KMA assumed that the loan would be underwritten at a 115% debt service coverage ratio, a 5.0% interest rate, and a 35 -year amortization period. Based on these assumptions, KMA estimates that the $101,600 in PBV income can support a $1.46 million permanent loan. Tax Credit Proceeds Tax Credit Basis It can be assumed that the Project's eligible Tax Credit basis is equal to the lesser of the depreciable costs for the 69 Tax Credit units, or the basis limits established by TCAC. KMA calculated the eligible Tax Credit basis as follows: 1. The Project's depreciable costs are estimated at $20.39 million, and the threshold basis limits applied by TCAC equal $17.67 million. 2. The threshold basis limit is less than the depreciable costs. As such, the Project's eligible basis is set at $17.67 million. 1604007:SA;TRB 19090.014.001 65A-51 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 12 3. The Developer targeted a 46% tiebreaker score for the competitive TCAC application process. To obtain this tiebreaker score it is necessary to reduce the Project's requested eligible Tax Credit basis to $8.65 million. Tax Credit Proceeds KMA estimates the net Tax Credit proceeds at $11.23 million based on the following assumptions: 1. KMA calculated the gross Tax Credit amount for the Project at $10.12 million based on the following assumptions: a. The Project is located in a designated "Difficult to Develop" census tract. This allows the requested eligible Tax Credit basis to be increased by 30%. The current Tax Credit regulations set the annual Tax Credit rate at 9.0%. This rate is applied over the 10 -year Tax Credit period. C. 100% of the Project's building area is located in units that qualify for Tax Credits. 2. The net syndication value supported by the Tax Credit is ultimately determined based on competitive market conditions and on the timing of the disbursements. Based on currently available information, KMA and the Developer estimated the proceeds at $1.11 per gross Tax Credit dollar. Estimated Financial Gap Based on the assumptions outlined in this analysis, KMA estimates the Project's financial gap as follows: Total Development Costs $28,506,000 (Less) Total Available Outside Funding Sources (19,711,000) Financial Gap $8,795,000 Per Unit $127,500 1604007:SA;TRB 19090.014.001 65A-52 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 13 The Developer is requesting $8.9 million in financial assistance from the City, which is $105,000 higher than the financial gap identified in the KMA financial analysis. This less than 2% differential can be considered inconsequential. As such, KMA concludes that the Developer's request for $8.9 million in financial assistance is warranted by the Project economics. ADDITIONAL FINANCIAL CONSIDERATIONS Tax Credit Consideration Approximately 40% of the Project's funding is anticipated to be derived from the receipt of competitively awarded 9% Tax Credits. While the Project is structured to achieve the maximum available points in the competitive process, the Tax Credit Program is consistently oversubscribed. As a result, TCAC created an allocation process that distributes Tax Credits on a geographical basis, and applies a tie-breaker formula in each region. The tie-breaker calculation is weighted heavily towards the amount of outside financial assistance as a function of the project's development costs. The Orange County region receives funding for one or two projects in each Tax Credit allocation round. Historically, there have not been sufficient Tax Credit dollars to fund all the projects submitted, and thus the tie-breaker formula comes into play. As currently structured, the Project generates a tie-breaker score of 46%. This score falls within the range of the tie-breaker scores that have received Tax Credit awards in the Orange County region during recent Tax Credit allocation rounds. However, the tie- breaker scores have been volatile in Orange County, so it uncertain what tie-breaker score will win in any Tax Credit allocation round. Developer Fee UnderTCAC regulations, the proposed Project qualifies for a Developer Fee of up to $2.0 million. However, it is important to note that only $1.4 million of the Developer Fee can be included in the Project's eligible Tax Credit basis. In some cases, it would be financially prudent to require the Developer to defer payment of $600,000 of the Developer Fee, and to recoup those funds from the cash flow generated by the Project over time. To test this concept, KMA prepared pro forma analyses for the Project with and without the requirement that $600,000 of the Developer Fee be deferred. The results of this comparative analysis indicate that given tiebreaker considerations 1604007:SA,TRB 19090.014.001 65A-53 Natalie Verlinich, City of Santa Ana April 15, 2016 First Street Apartments: Financial Gap Analysis Page 14 associated with the competitively awarded 9% Tax Credits, the financial gap is approximately equal under both scenarios. As such, it is KMA's recommendation that no Developer Fee deferral be required. CONCLUSION Based on the results of the preceding analysis, the Developer's request for $8.9 million in direct financial assistance from the City is warranted by the Project economics. 1604007:SA,TRB 19090.014.001 65A-54 TABLE 1 ESTIMATED DEVELOPMENT COSTS FIRST STREET APARTMENTS SANTA ANA, CALIFORNIA 1. Property Assemblage Costs Property Acquisition Costs 1 93,654 Sf Land $48 /Sf Land $4,500,000 Relocation Costs r 942,000 Closing Costs 3 0.6% Purchase Price 25,000 Total Property Assemblage Costs $5,467,000 II. Direct Costs 4 Remedial Work/Demolition 3 $550,000 Off-site Improvements 319,000 On-site Improvements 93,654 Sf Land $17 /Sf Land 1,628,000 Residential Shell Costs 81,218 Sf GBA $115 /Sf GBA 9,340,000 Furnishings, Fixtures & Equipment 76,000 Contractor Fees / General Rqts 14% Construction Costs 1,580,000 Construction Bonds 2% Construction Costs 226,000 Contingency Allowance 5% Other Direct Costs 658,000 Total Direct Costs 81,218 Sf GBA $177 /Sf GBA $14,377,000 III. Indirect Costs Architecture, Engineering & Consulting 10% Direct Costs $1,438,000 Public Permits & Fees 9 69 Units $31,900 /Unit 2,201,000 Taxes, Insurance, Legal & Accounting 3% Direct Costs 431,000 Marketing & Leasing 69 Units $1,700 /Unit 117,000 Developer Fee 6 11% Eligible Basis 2,000,000 Contingency Allowance 5% Other Indirect Costs 309,000 Total Indirect Costs $6,496,000 IV. Financing Costs Interest During Construction Acquisition Loan Rl $3,743,000 Loan Amount 4.70% Interest $440,000 Acquisition Loan N2 7 $1,151,000 Loan Amount 5.25% Interest 151,000 Predevelopment Loan $2,209,000 Loan Amount 5.25% Interest 290,000 Construction Loan 9 $16,992,000 Loan Amount 2.50% Interest 446,000 Financing Fees Acquisition Loan N1 $3,743,000 Loan Amount 1.00 Points 37,000 Construction Loan $16,992,000 Loan Amount 2.00 Points 340,000 Permanent Loan $8,477,000 Loan Amount 2.00 Points 170,000 Operating Reserve 3 Months Operating Exp / Debt Svc 221,000 TCAC Fees 9 71,000 Total Financing Costs $2,166,000 V. JTotal Development Costs 69 Units $413,100 /Unit $28,506,000 3 Based on Developer estimate and supported by an appraisal prepared by Lidgard and Associates, Inc. on January 20, 2015. ' Based on Developer estimate. Overland, Pacific & Culter, Inc. prepared a relocation plan on December 18, 2015, and estimated the relocation expenses at $865,000. The $77,000 in additional costs are assumed to be the estimated costs to implement the relocation plan. 3 Based on Developer estimate. 4 Estimates assume prevailing wage requirements will not be imposed on the Project. 5 Based on Developer estimate. The estimate should be verified by City staff. 6 This represents the maximum amount allowed by TCAC to be Included in the Project's total development costs. 7 The Developer provided an acquisition loan to the Project with a 10% interest rate. KMA contends that the maximum interest rate that should be charged on this loan is 5.25% which is equal the interest rate on the predevelopment loan. a Includes debt on the 80% of the Tax Credit Equity that will not be funded during construction. Assumes a 16 -month construction period with a 60% average outstanding balance and a 3 -month absorption period with a 100% average outstanding balance. 9 Includes a $2,000 application fee; $410/unit monitoring fee; and 4% of the gross Tax Credit proceeds for one year. Prepared by: Keyser Marston Associates, Inc. Filename: AMCAL 41516;PF_9%;trb 65A-55 TABLE 2 STABILIZED NET OPERATING INCOME FIRST STREET APARTMENTS SANTA ANA, CALIFORNIA I. Income Manager's Unit 2 -Bedroom Units Cal (782-5 t 1 Unit $0 /Unit/Month $0 VL Inc H&SC/TC @ 30% TC Median 3 Units $579 /Unit/Month 20,800 VL Inc H&SC/TC @ 35% TC Median 6 Units $689 /Unit/Month 49,600 VL Inc H&SC/TC @ 40% TC Median 7 Units $799 /Unit/Month 67,100 VL Inc H&SC/TC @ 45% TC Median 7 Units $902 /Unit/Month 75,800 Low Inc H&SC/TC @ 50% TC Median 7 Units $1,018 /Unit/Month 85,500 Mod Inc H&SC/TC @ 60% TC Median 4 Units $1,238 /Unit/Month 59,400 3 -Bedroom Units @ (1,031-Sf) VL Inc H&SC/TC @ 30% TC Median 3 Units $645 /Unit/Month 23,200 VL Inc H&SC/TC @ 35% TC Median 1 Unit $772 /Unit/Month 9,300 Mod Inc H&SC/TC @ 60% TC Median 24 Units $1,406 /Unit/Month 404,900 4 -Bedroom Units Cd (1.219-Sf) VL Inc H&SC/TC @ 30% TC Median 1 Unit $720 /Unit/Month 8,600 Mod Inc H&SC/TC @ 60% TC Median 5 Units $1,568 /Unit/Month 94,100 PBV Subsidy z VL Inc H&SC/TC Cal 30% TC Median 2 -Bedroom Units @ (782-5f) 3 Units $885 /Unit/Month 31,900 3 -Bedroom Units @ (1,031-Sf) 3 Units $1,400 /Unit/Month 50,400 VL Inc H&SC/TC @ 35% TC Median 2 -Bedroom Units @ (782-Sf) 1 Unit $775 /Unit/Month 9,300 3 -Bedroom Units @ (1,031-5f) 1 Unit $1,273 /Unit/Month 15,300 Laundry/Miscellaneous Income 69 Units $9 /Unit/Month 7,500 Gross Income $1,012,700 (Less) Vacancy & Collection Allowance 5% Gross Base Income (50,600) Effective Gross Income $962,100 IL Operating Expenses General Operating Expenses 69 Units $4,790 /Unit $330,500 Property Taxes ' 69 Units $36 /Unit 2,500 Services 69 Units $261 /Unit 18,000 Replacement Reserve 69 Units $300 /Unit 20,700 Total Operating Expenses 69 Units $5,400 /Unit $371,700 III. IStabilized Net Operating Income $590,400 As pertinent, rents are based on the 2016 rents published by TCAC, and the rents calculated under H&SC Section 50053. The H&SC Section 50053 rents are calculated based on 2015 income information published by HCD. Utility Allowances per the Developer: $79 for 2-Bdrm units; $115 for 3- Bdrm units; and $128 for 4-Bdrm units. z The Section 8 subsidy is equal to the difference between the Fair Market Rent (FMR) established by HUD and the rent paid by the tenant. 3 Based on Developer estimate. Assumes that the Developer will receive the property tax abatement accorded to non-profit housing organizations that own and operate apartment units that are restricted to households earning less than 80% of the County median income. Prepared by: Keyser Marston Associates, Inc. File name: AMCAL_41516; PF 9%; trb 65A-56 TABLE 3 FINANCIAL GAP CALCULATION FIRST STREET APARTMENTS SANTA ANA, CALIFORNIA I. Available Funding Sources Permanent Loan - Base Income Net Operating Income Income Available for Mortgage Interest Rate Permanent Loan - Base Income Permanent Loan - PBV Subsidy Net Operating Income Income Available for Mortgage Interest Rate Permanent Loan - PBV Subsidy Tax Credit Epuity Gross Tax Credit Value Syndication Rate Net Tax Credit Equity Deferred Developer Fee Total Available Funding Sources II. Financial Gap Calculation Total Available Funding Sources (Less) Total Development Costs $488,845 NO1 (See Table 2) 1.15 DCR $425,100 Debt Service 5.00% Interest Rate 6.06% Mortgage Constant $7,019,000 $101,555 EGI 1.15 DCR $88,309 Debt Service 5.00% Interest Rate 6.06% Mortgage Constant $10,121,000 $1.11 /Tax Credit Dollar $1,458,000 $11,234,000 $0 $19,711,000 (28,506,000) $19,711,000 Financial Gap Calculation 69 Units $127,500 /Unit $8,795,000 III. Estimated Tie -Breaker Score 46% r Assumes a 35 -year amortization term. z Assumes a 35 -year amortization term. 3 Assumes an $8.7 million requested unadjusted eligible basis, which includes a $9,017,000 voluntary basis reduction, a 130% difficult -to -develop premium, a 9.0% Tax Credit rate and an applicable fraction of 100%. Prepared by: Keyser Marston Associates, Inc. ���_�� File name: AMCAL_41516; PF 9%; trb 65A-58 EXHIBIT 7 CSGadvisors 1PostStco,Cui94104 San Francisco, CA 94104 tel. 415.956.2454 Memorandum To: Judson Brown, City of Santa Ana From: John Hamilton, CSG Advisors Date: May 12, 2017 Re: First Street Apartments Financial Feasibility Review SUMMARY Project Overview and the Proposed Project AMCAL Enterprises (the "Developer") to develop the First Street Apartments (the "Project"), a 69 -unit new construction family housing project located in the City of Santa Ana (the "City"). The Project would target families and would be affordable to individuals and families earning from 30% AMI to 60%AMI. The Proposed Financing The Developer proposes to finance the Project though private senior first mortgage loans, subordinate financing from the City of Santa Ana, and equity from the syndication of 9% federal Low Income Housing Tax Credits (LIHTC). The Developer proposes to submit an application for an allocation of Low Income Housing Tax Credits to the 2017 second application round of the California Tax Credit Allocation Committee (CTCAC). The Developer has tentative secured senior construction and permanent loan commitment from JPMorgan CHASE Bank Conclusion The Project will be competing for 9% Low Income Housing Tax Credits. Absent the CTCAC particular tie breaker - and maximum deferred developer fee -the project would not require funds from the City. However, the nature of the CTCAC competition requires committed public funds in order to be successful. The City must decide the level of tie-breaker it wishes to target in combination with the amount of City funds necessary to achieve that target. PROJECT FINANCIAL ANALYSIS Project Description AMCAL Enterprises (the "Developer"), an experienced developer of affordable housing, proposes to develop a 69 -unit affordable housing development, for families, to be located at 1440 East First Street, in the City of Santa Ana. The Developer has already purchased the site from an un -related party, Grand Frontier Investments, LLC. The Developer proposes to construct 7 buildings: 6 buildings would house 68 affordable units and one manager's unit; 1 building would be a non-residential community building. The Developer proposes to finance the Project with an allocation of 9% low-income housing tax credits (LIHTC), committed funds from the City, and senior first mortgage financing for JPMorgan CHASE or another lender. SAN FRANCISCO ATLANTA 65A -59)s ANGELES NEW YORK Judson Brown, City of Santa Ana May 12, 2017 First Street Apartments Financial Feasibility Pace 2 of 7 Eight units will be the recipients of a project -based Section 8 contract awarded through the City of Santa Ana. The Project would contain affordable units as indicated in Table 1, below. Table 1: Proposed Units and Affordability Restriction (AMI) 2 -Bedroom 3 -Bedroom 4 -Bedroom Total 30%AMI 29* 4* 1 34 500/.AMI 4 17 21 60%AMI 1 7 5 13 Manager's Unit Total 35 28 6 69 * four 2-bdm 30%AMI unis and 4 3-bdm 30% AMI units will be subject to a Section 8 HAP contract. Table 2: Units Rents Bedroom Size AMI Restriction 2017 CTCAC Rent Utility Allowance Net Rent Section 8 Contract Rent 2 Bedrooms 30% $704 $55 $649 $1,685 2 Bedrooms 50% $1,173 $55 $1,118 2 Bedrooms 60% $1,408 $55 $1,353 3 Bedrooms 30% $813 $63 $750 $2,367 3 Bedrooms 50% $1,356 $63 $1,293 3 Bedrooms 60% $1,627 $63 $1,564 _ 4 Bedrooms 30% $907 $71 $836 4 Bedrooms 60% $1,815 $71 $1,744 Request for Funds On January 18, 2017, the City notified the Developer that the City had provided a "pre -commitment" for a subordinate loan in the amount $2,600,000. The City's obligation to fund the loan in respect of its pre - commitment is subject to certain conditions, including receipt by the City of a certain In -Lieu Fee payment necessary to fund the loan. The City, through the Housing Authority of the City of Santa Ana, acting as successor agency to the Redevelopment Agency of the City of Santa Ana, has also provided a pre -commitment for a subordinate loan up to the amount of $6,195,000 Financial Plan Analysis We have focused our analysis on a review of the Project's sources and uses in the context of the Project's proposed 9% tax credit financing. In most cases, subordinate financing from public agencies finances the "affordability gap" i.e., the financial gap resulting from the addition of affordable units. In the case of First Street Apartments, the subordinate financing, arguably, is not necessary to close an affordability gap but, rather, it is necessary to finance the financial gap necessitated by the completion for 9% tax credits. CSGIadvisorS SAN FRANCISCO 65AIA60 • LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 12, 2017 First Street Apartments Financial Feasibility Page 3 of 7 Understanding this clearly should assist the City in understanding the ultimate purpose of its funds and therefore, the amount it is willing to provide in order to achieve the desired outcome. (In order to cause a winner among perfectly scoring projects, CTCAC institutes a "tie-breaker" that largely relies on public subsidy to determine winners. Le., the more public subsidy, the more likely a project to "win" the tie- breaker.) In order to achieve the foregoing, the analysis proceeds as follows • Side-by-side comparison of the Developer's sources and uses budget with a "Base Budget" constructed by CSG, with explanation of variances. • Building upon the CSG Base Budget, comparison of the Developer's sources and use budget with a CSG -constructed budget including deferred developer fee. Each of the above maintains the same tie-breaker score (44.7%) targeted by the Developer. We then provide three financing scenarios, starting from no City financing, and the resulting tie-breaker score, and two additional scenarios with increasing higher tie-breaker scores and the resulting City funds necessary to achieve them. Table 3, below, provides a consolidated form of the Developer's budget compared to the CSG "Base Budget" showing modifications proposed by CSG. In creating this analysis and variance, we have used the Developer's assumptions (except as noted) and modeled the Project using the CTCAC application form applicable to the upcoming application round. Table 3: Variance Analysis of Developer's Budget to CSG "Base Budget" USES Budget Item Total Land Cost Developer $4,894,375 CSG $4,894,375 Variance Explanation of Variance $0 Total Acquisition Cost $98,039 $98,039 $0 Predevelopment Interest/Holding Cost $826,991 $826,991 $0 See Discussion, below Site Remediation $175,000 $175,000 $0 Relocation Expenses $955,161 $955,161 $0 See Discussion, below Total New Construction Costs $13,683,815 $13,683,815 $0 See Discussion, below Total Architectural Costs Total Survey and Engineering $1,130,140 $1,130,140 $0 Construction Loan Interest $1,017,061 $675,955 ($341,106) See Discussion, below Construction Loan Origination Fee $193,857 $130,392 ($63,465) 0.75% commitment Fee per chase letter Other Construction Interest and Fees $0 Permanent Origination Fee $65,600 $0 ($65,600) No Commitment Fee per Chase letter Other Permanent Financing Costs $45,000 $45,000 $0 Total Attorney Costs $225,000 $225,000 $0 Total Reserve Costs $214,053 $214,053 ($0) Total Appraisal Costs $15,000 $15,000 $0 Total Contingency Costs $716,593c /x$716,5933 $0 CSG Iadvisors SAN FRANCISCO •65A9T6A1 • LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 12, 2017 First Street Apartments Financial Feasibility Page 4 of 7 Total Other Costs $2,781,280 $2,781,280 $0 Subtotal Project Costs $27,999,913 $27,529,742 ($470,171) Developer Fee $2,199,087 $2,205,612 $6,525 Total Development Costs $30,199,000 $29,735,354 ($463,646) PERMANENT SOURCES JPMorgan Chase -Perm Loan $5,109,022 $5,413,350 $304,328 See Discussion, below JPMorgan Chase -Section 8 Loan $1,451,023 $1,537,459 $86,436 See Discussion, below Reduction to balance budget while maintaining same approximate CTCAC tie - City of Santa Ana -Inclusionary Funds $2,600,000 $2,327,740 ($272,260) breaker City of Santa Ana -Housing Funds $6,195,000 $6,195,000 $0 Deferred Developer Fee $0 $0 $0 Low Income Housing Tax Credit Reduced equity necessary for SURPLUS/ (DEFICIT) $0 $0 $0 Discussion of Table 3 The "Uses" portion of Table 3 shows the Developer's budget, contrasted with modifications proposed by CSG. • Predevelopment Interest/Holding Costs: The Developer's sources for acquiring the site include an unsecured note from a developer -related entity (AMCAL 1440 Santa Ana Fund) in the amount of $1,151,000 at an interest rate of 10%. The interest rate would appear high given the relationship of the parties: because the transaction is extant, the City may want to provide consideration of this cost in other aspects of the transaction. Total New Construction Costs. CSG has not received information from the developer concerning its estimates of construction costs. The Developer proposes to use a related entity, AMCAL General Contractors, to serve as the general contractor for the project. While such an arrangement may provide for cost savings, it also can result in abuses. The City may want to consider requiring competitive bidding not only for the sub -contractors, but also for the general contractor. Relocation Costs: The Developer has provided a relocation plan prepared by Overland, Pacific & Cutler indication total relocation costs of only $865,000. The City should require the Developer to provide justification for their budgeted amount. Construction Loan Interest. Per the Chase commitment letter, the base rate today would be 0.99% plus indicated spread of 2%. The total rate would be 2.99%. We have added 0.25% "cushion" to total 3.24% annual interest. Considering the Developer's construction loan amount of $17,385,665 and a total construction period (i.e., to conversion), the Developer's construction loan interest of $1,017,061 would represent an average outstanding balance of 90%, which is unlikely, given the other sources. A more typical underwriting would be 60% average outstanding balance. So underwritten, the outstanding construction interest is reduced to approximately $676,000. Origination Fee. The Chase commitment letter indicates a 0.75% construction loan origination fee. 0.75% of the construction loan amount equals the indicated origination fee. CSG Iadvisors SAN FRANCISCO 65k662 • LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 12, 2017 First Street Apartments Financial Feasibility Pace 5 of 7 • Permanent Origination Fee. The Chase commitment letter does not indicate a permanent origination fee. The "Sources" portion of the table illustrates proposed corrections to certain of the sources. • Chase: We have evaluated the interest rate and terms contained in the Chase commitment letter (also taking into account the Developer's indication that the California Community Reinvestment Corporation (CCRC) may provide the permanent loan) with recent proposals from CCRC as well as published rates from Citibank. Recent indications from CCRC have been in the 5.65% range (including for the Santa Ana Arts Collective). Citibank, in its "Citi Community Capital's Multifamily Housing Indicative Rates and Terms" publication (May 10, 2017) indicates, for a forward commitment loan for 9% LIHTC project (18yr term, 30-35yr amortization), all -in rates of 5.41% — 5.91%. We have, therefore lowered the underwriting rate from 6.5% to 6.0%. The calculation of the permanent loans is as indicated below: Tax Credit Rents Section 8 Increment Effective Gross Rents $806,573 per Developer units mix and 5% $120,977 and Reserves commitment letter) 1.15 $1 Cash Flow Available to Support Debt $370,369 $105.197 Interest rate/Amortization Term 6.0%/35yrs 6.0%/35yrs Loan Amount $5,413,350 $1,537,459 City of Santa Ana Inclusionary Funds and Low Income Housing Tax Credit Equity: these two entries are "toggles" to eliminate the financing gap and maintain the targeted CTCAC tie-breaker. CSG Base -Budget with Deferred Developer Fee. For this scenario, we have adjusted the sources of the CSG Base Budget to reflect the addition of deferred Developer Fee. The amount of deferred fee was calculated as the sum of all cashflows in years 1-12. The amount of City loan and Low Income Housing Tax Credit Equity were "toggles" to maintain the 44.7% tie-breaker target and eliminate financing deficits. A summary of the Scenario follows in Table 4 below. USES Table 4: CSG Base -Budget with Deferred Developer Fee Budaet Item Developer CSG Variance Explanation of Variance Total Development Costs $30,199,000 $29,735,354 ($463,646) PERMANENT SOURCES JPMorgan Chase -Perm Loan $5,109,022 $5,413,350 $304,328 Per above i JPMorgan Chase -Section 8 Loan $1,451,023 $1,537,459 $86,436 Per above Reduction to balance budget while maintaining same approximate CTCAC tie - City of Santa Ana -Inclusionary Funds $2,600,000 $1,986,876 ($613,124) breaker CSG Iadvisors SAN FRANCISCO •65A7563 LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 12, 2017 First Street Apartments Financial Feasibility Pace 6 of 7 City of Santa Ana-Housinq Funds $6,195,000 $6,195,000 $0 Deferred Developer Fee $0 $1,284,518 $1,284,518 Max. deferred ® 12yrs cash flow. Low Income Housing Tax Credit Equity —_ $14,843,955__ $13,318,151 ($1,525,804) Reduced equity necessary for feasibility TOTAL SOURCES $30,199,000 $29,735,354 ($463,646) SURPLUS/ (DEFICIT) $0 _ $0 $0 Additional Tie -Breaker Scenarios The attached tables illustrate the detail of three additional tie-breaker scenarios. These scenarios allow the City to compare varying tie-breaker scores — and the amount of City subsidy necessary to achieve them — with the tie-breaker scores of recently successful CTCAC 9% projects. A summary of the scenarios follows below in Table 5 Table 5: Summary of Tie -Breaker Scenarios Tie Breaker Target 1 15.15% Scenario 2 37.6% 3 40.0% Total Development Costs $29,735,354 $29,735,354 $29,735,354 PERMANENT SOURCES 2015 2nd _ 46.298% JPMorgan Chase -Perm Loan $5,413,350 $5,413,350 $5,413,350 JPMorgan Chase -Section 8 Loan $1,537,459 $1,537,459 $1,537,459 City of Santa Ana -Inclusionary Funds $0 $20,447 $685,145 City of Santa Ana-Housinq Funds $0 $6,195,000 $6,195,000 _Deferred Developer Fee $1,284,518 __$1,284,518 $1,284,518 Low Income Housing Tax Credit Equity $21,500,027 $15,284,580 $14,619,882 L TOTAL SOURCES$29,735,354 $29,735,354__ $29,735,354 SURPLUS / (DEFICIT)_ _ $0 _ $0 $0 The above tie -breakers can be compared with the tie -breakers of recently successful projects (not including wait -list projects) in the Orange County geographic region Table 6: Tie -Breakers Scores of Recently Successful Orange County Region CTCAC 9% Projects Project Name Fullerton Family Housing Year 2016 Round 2nd Tie -Breaker 35.765% Oakcrest Height 2016 1st 27.669% Derian Apartments 2015 2nd _ 46.298% Depot at Santiago 2015 2nd _ 45.381% Lincoln Avenue Apts 2014 2nd 34.323% City Yard Workforce Housing 2014 1st 41.101% CSG Iadvisors SAN FRANCISCO 65A44 . LOB ANGELES NEW YORK Judson Brown, City of Santa Ana May 12, 2017 First Street Apartments Financial Feasibility Page 7 of 7 Financing Deficit As noted, absent the need achieve a successful tiebreaker score in the CTCAC completion for 9% credits, the Project would not exhibit a financing deficit. The City must decide, based on an expectation of the successful tie-breaker score, the amount of subsidy necessary to achieve that score. Operating Expenses and Operating Pro Forma The Developer proposes annual operating expenses per unit of approximately $4,920 per unit not including reserves, based on expenses of its recently completed projects in the region, e.g., Ocean Apartments in Huntington Beach. CSG has not examined specific support for these estimates; they seem on the lower end of the spectrum but not out of the question for an efficient manager. The Developer's proposed operating pro forma uses standard underwriting requirements for tax -credit and bond financing projects: annual income inflation at 2.5% and annual expense inflation of 3.5%; vacancy of 5% annually. These underwriting assumptions along with calculated debt service on the CCRC senior permanent mortgages results in an initial year debt service coverage (DCR) of 1.15, with increasing DCR each year there after. The Developer's proposed operating pro forma indicates a healthy project from an operational perspective. CONCLUSION The Project will be competing for 9% Low Income Housing Tax Credits. Absent the CTCAC particular tie- breaker — and maximum deferred developer fee -- the project would not require funds from the City. However, the nature of the CTCAC competition requires committed public funds in order to be successful. The City must decide the level of tie-breaker it wishes to target in combination with the amount of City funds necessary to achieve that target. 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The Developer proposes to purchase the existing site, which is currently a strip mall and parking lot. The Developer would rehabilitate and "re - purpose" the existing commercial for use by non -profits and community agencies, and newly develop 51 units of affordable housing. Units in the Project would be affordable to families earning between 30% and 60% of area median income. The Proposed Financing The Developer proposes to finance the Project using the proceeds of the issuance of tax-exempt bonds along with the equity derived from the sale of 4% low-income housing tax credits and deferred Developer fee. In addition, the Developer proposes to obtain five Section 8 vouchers, and funds from the State of California's Affordable Housing Sustainable Communities (AHSC) program and New Market Tax Credits to eliminate the Project's financing deficit. Conclusion The Project has a financing deficit of approximately $11.7M. The Developer proposes, in addition to funds requested from the City, to close the financing deficit with a permanent loan funded by commercial rents; and funds from the AHSC, New Market Tax Credits, and the use of Section 8 vouchers. The project has not yet applied for these sources. The suitability of the Project for those sources and the likelihood of success in obtaining those sources should be the source of a separate analysis. PROJECT FINANCIAL ANALYSIS Project Description Community Development Partners (the "Developer"), an experienced developer of affordable housing, proposes to develop a 51 -unit affordable housing development, to be located at 2223 and 2237 West 5t" Street (the "Site"), in the City of Santa Ana. The Developer proposes to purchase the existing site, which is currently a strip mall and parking lot. The Developer would rehabilitate and "re -purpose" the existing commercial for use by non -profits and community agencies, and newly develop 51 units of affordable housing. The Developer proposes to finance the Project using the proceeds of the issuance of tax-exempt bonds along with the equity derived from the sale of 4% low-income housing tax credits. SAN FRANCISCO ATLANTA 65A -67S ANGELES NEW YORK Judson Brown, City of Santa Ana May 24 2017 Tiny Tim Plaza Apartments Financial Feasibility Pace 2of6 The Site The Virginia A. Nicholas Trust (Seller) currently owns the Site. On May 1, 2016, Magis Realty entered into a Purchase and Sale Agreement (PSA), as amended, with the Seller for the purchase of the Site. Magis Realty assigned its interest under PSA to the Developer pursuant to an Assignment of Buyers Interest (Assignment). Please note that the Assignment as provided for CSG's review required execution by six members of the Seller; however, only one Seller's signature was present. Therefore, CSG cannot conclude that the Developer actually controls the Site. Note, further, that the amendment to the PSA requires close of escrow by June 1, 2017. In the absence of a further amendment extending the period to close escrow, the Developer must purchase the Site in order to retain control. According to an email from the Developer to the City dated March 16, 2017, the Developer plans to use an acquisition loan from the Low Income Investment Fund (LIIF) to purchase the Site; the Developer would like a commitment of soft financing from the City before purchasing the Site. Units And Affordabil The Developer proposes affordability and unit mix as described Table 1, below. Table 1: Proposed Units and Affordability Restriction AMI 2 -Bedroom 3 -Bedroom 4 -Bedroom Total 30% AMI 2 3 5 50%AMI 1 1 60%AMI 17 26 1 44 Manager's Unit 1 1 Total AMI Bedroom Size Restriction 20 Table 2: Units 2017 CTCAC Rent 29 Rents Utility Allowance 2 Net Rent 51 Section 8 Contract Rent 2 Bedrooms 30% $704 $60 $649 NA 2 Bedrooms 60% $1,408 $60 $1,353 NA 3 Bedrooms 30% $813 $85 $750 NA 3 Bedrooms 60% $1,627 $85 $1,564 NA 4 Bedrooms 50% $1,512 $10S $836 NA 4 Bedrooms 60% $1,815 $105 $1,744 NA Note that CSG has adjusted the Developer's pro forma rents (i.e., increased) to conform with the 2017 CTCAC rents applicable to Orange County Request for Funds The Developer has requested, via email to the City, subordinated financing in the amount of $6,000,000. The Developer would like a commitment of these funds before purchasing the Site before the expiration of the escrow period (June 1, 2017). CSG Iadvisors SAN FRANCISCO 65AI-68 • LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 24 2017 Tiny Tim Plaza Apartments Financial Feasibility Page 3 of 6 Financial Plan Analysis The Developer proposes to use 4% tax credits and tax-exempt bonds to financing, in part, the Project. In addition, the Developer proposes: Funding to be obtained through the State of California's Affordable Housing Sustainable Communities program; New Market Tax Credits • Section 8 vouchers for the five 30% AMI units. However, as the Developer has neither obtained, applied for, nor provided draft applications for these sources, CSG has not accounted for them in this analysis. Nor have we evaluated the Project for competitiveness or suitability for any of the above. We have focused our analysis on a review of the Project's sources and uses in the context of the Project's proposed 4% tax credit financing. In order to achieve the foregoing, the analysis proceeds as follows Side-by-side comparison of the Developer's sources and uses budget with a "Base Budget" constructed by CSG, with explanation of variances. Building upon the CSG Base Budget, comparison of the Developer's sources and use budget with a CSG -constructed budget including deferred developer fee. Table 3, below, provides a consolidated form of the Developer's budget compared to the CSG "Base Budget" showing modifications proposed by CSG. In creating this analysis and variance, we have used the Developer's assumptions (except as noted) and modeled the Project using the applicable CTCAC application form. Table 3: Variance Analysis of Developer's Budget to CSG "Base Budget" USES Budget Item Developer CSG Variance Notes/Explanation of Variance Total Land /Acquisition Cost $3,996,300 $3,996,300 Includes land and holding costs Total New Construction Costs Total Construction Contingency (5%) $763,515 $763,515 Total Architectural Costs Total Survey and Engineering $150,500 $150,500 Construction Loan Interest $690,000 $926,990 $236,990 See discussion below Construction Loan Origination Fee $221,000 $221,000 0.75% commitment Fee per chase letter Permanent Origination Fee $10,000 $10,000 Typical Citi "Conversion fee" Total Attorney Costs $165,000 $165,000 Total Reserve Costs 6 mos. Operating Reserve typical of Citi $371,938 $371,938 underwriting Total Appraisal Costs 10,000cc 10,000e0 CSG Iadvisors //�� SAN FRANCISCO •v5�'I -m69 LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 24 2017 Tiny Tim Plaza Apartments Financial Feasibility Page 4 of 6 Costs of Bond Issuance Permits and Fees Soft Costs $508,786 $508,786 Subtotal Project Costs $23,890,144 $24,127,134 Max Developer Fee per CTCAC (assuming Developer Fee 12AW000 12,576205 $176.205.15 eligible basis of approx.$17,174,701) Total Development Cost' $26,290,144 $26,703,339 $413,195 PERMANENT SOURCES Permanent Loan - Residential $8,420,587 $7,829,652 ($590,935) See Discussion, below Permanent Loan — Retail $2,113,746 $0 ($2,113,746) See Discussion, below Reflects total 12 -year cash flow (after partnership and asset management fees starting at $18,500) available for payment of Deferred Developer Fees $1,014,984 $1,330,993 $316,009 deferred fees. Low Income Housing Tax Credit Equity r $5.770.828 JL841 326 $70,498 See Discussion, Below TOTAL SOURCES $17.320.145 $15.001.971 ($565,768) ( SURPLUS/(DEFICIT) ($8,969,999) ($11,701_368) _($968,963) *Developer's budget total of $26,320,144 does not correctly total by $30,000 (error in Developer's "Indirect Construction" total) Discussion of Table 3 The "Uses" portion of Table 3 shows the Developer's budget, contrasted with modifications proposed by CSG. • Total New Construction Costs: Supported by a "Conceptual Estimate" provided by the Advent Companies. Le., these are very preliminary estimates based on conceptual drawings. • Construction Loan Interest: CSG has applied typical underwriting criteria i.e., 60% average outstanding balance, during the term (24 mos), at the underwriting interest rate (3.65%). • Developer Fee: CSG has adjusted the Developer Fee to reflect 15% of unadjusted eligible basis (i.e., $17,174,701) not including the Developer Fee as allowed by CTCAC for 4% tax credit projects. The "Sources" portion of the table illustrates proposed corrections to certain of the sources. • Permanent Loan - Residential: We have sized the Permanent Loan with out reference to Section 8, because the developer has not applied for or secured an award of Section 8 vouchers. The calculation of the permanent loans is as indicated below based on terms consistent with the market and typical Citibank tax-exempt bond transactions: Tax Credit Rents Effective Gross Rents $793,406 (per Developer units mix and 5% Net Cash Flow DSCR Cash Flow Available to Support Debt CSG Iadvisors SAN FRANCISCO 65XA70 1.15 $459,309 LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 24 2017 Tiny Tim Plaza Apartments Financial Feasibility Pace 5 of 6 Interest rate/Amortization Term 4.75%/35yrs Loan Amount $7,829,652 Note that the Effective Gross Rents reflect 2017 CTCAC rents for Orange County. Permanent Loan — Retail: Lender and investor underwriting of the retail space would be atypical for affordable lending and, as CSG has not received substantiation of Lender willingness to underwrite the retail, CSG has eliminated this source. • Low -Income Housing Tax Credit Equity: The LIHTC equity reflects slightly adjusted eligible basis as compared to the Developer Budget. The LIHTC equity calculation is as follows (per the CTCAC application form): Total Eligible Basis $19,750,906 QCT basis boost 100% Total Adjusted Eligible Basis $19,750,906 Applicable Fraction 100.00% Total Qualified Basis $19,750,906 Applicable Percentage 3.25% Annual Federal Credit $641,904 Total Federal Credit $6,419,040 Tax Credit Factor $0.91 LIHTC Equity $5,841,326 Financing Deficit Based on the adjustments• noted above, the Project has a financing deficit of approximately $11.7M. The Developer has proposed to close this financing deficit with permanent financing based on the commercial rents; and with funds from City, the State of California's AHSC program, Section 8 vouchers, and New Market Tax credits. This analysis has not addressed the Project's suitability or likelihood of success for the latter three programs. Operating Expenses and Operating Pro Forma The Developer proposes annual operating expenses per unit of approximately $4,900 per unit not including reserves, based on expenses of its recently completed projects in the region, e.g., Guest House apartments. The Developer's proposed operating pro forma uses standard underwriting requirements for tax -credit and bond financing projects: annual income inflation at 2.5% and annual expense inflation of 3.5%; vacancy of 5% annually. These underwriting assumptions along with calculated debt service on the first Permanent Loan results in an initial year debt service coverage (DCR) of 1.15, with increasing DCR each year there after. The Developer's proposed operating pro forma indicates a healthy project from an operational perspective. CONCLUSION The Project has a financing deficit of approximately $117M. The Developer proposes, in addition to funds requested from the City, to close the financing deficit with permanent financing based on the commercial rents; and with funds from the AHSC, New Market Tax Credits, and the use of Section 8 CSG Iadvisors SAN FRANCISCO •65AA74 LOS ANGELES NEW YORK Judson Brown, City of Santa Ana May 24 2017 Tiny Tim Plaza Apartments Financial Feasibility Pace 6 of 6 vouchers. The project has not yet applied for these sources. The suitability of the Project for those sources and the likelihood of success in obtaining those sources should be the source of a separate analysis. CSG IadvisorS SAN FRANCISCO 65A42 LOS ANGELES NEW YORK CORRESPONDENCE 65A-74 CDP COMMUNITYDli' UOPMF7Y1'PAR'INFES May 31, 2017 Mr. Robert Cortez Deputy City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Re: Tiny Tim Plaza Affordable — Request for City Funding Commitment Dear Mr. Cortez: This letter is to formalize our request for a commitment of $6,000,000 in City funds to serve as gap financing for the Tiny Tim affordable housing development, located at 2223 W 5th St in Santa Ana. The project will provide 51 units of new, high quality, affordable rental homes targeting large families, while also enhancing the existing businesses through rehabilitation of the retail center. Upon completion the project will serve as a community social node where housing, local businesses and community services interact to promote a healthier neighborhood. The commitment of funds from the City of Santa Ana will provide our acquisition lender the comfort needed to move forward with the acquisition loan and allow us to meet our close of escrow deadline. Additionally the commitment of funds will make Tiny Tim more competitive when trying to leverage alternative financing sources, including New Market Tax Credits (NMTCs) and Cap & Trade (AHSC) funds. Both of these sources are not available until later in the year, after our escrow close deadline. We believe the Tiny Tim project will have an incredibly large and positive impact on the surrounding community. We also believe as a developer we should attempt to leverage City resources with alternative funding sources available for the project. The commitment of City funds is a crucial component to allow the project to compete for future sources. Thank you for your consideration of the Tiny Tim project. Should you have any questions, please do not hesitate to contact me at 949-922-3578. Sincerely, V 4 Kyle Paine, President Community Development Partners 3416 Via Oporto, Ste 301, Newport Beach, CA 92663 T: 949-.467.1344 FX: 949.419.0952 www.communitydevpartners.com 65A-75 65A-76 Mitre -Ramirez, Norma From: Huizar, Maria Sent: Thursday, June 1, 2017 12:22 PM To: Cortez, Robert Cc: Kurtz, Cynthia; Mitre -Ramirez, Norma Subject: RE: Santa Ana Arts - Council Options We will include in the packet for 6/6 meeting, which is when the item will be considered, correct? From: Cortez, Robert Sent: Thursday, June 1, 2017 12:09 PM To: Huizar, Maria <MHuizar@santa-ana.org> Cc: Kurtz, Cynthia <CKurtz@santa-ana.org> Subject: FW: Santa Ana Arts - Council Options Maria, This correspondence came in today and was tied to the special meeting. Thanks, Robert Cortez, Deputy City Manager City of Santa Ana 20 Civic Center Plaza I Santa Ana, CA 92701 (714) 647-5200 1 rcortez5@santa-ana.ora From: Chris Maffris fmailto:cmaffris@metahousine.com] Sent: Thursday, June 1, 2017 11:03 AM To: Cortez, Robert <RCortezS@santa-ana.ore> Cc: Kasey Burke <kburke@meta housing.com>; Michelle Coulter <MCoulter@metahousine.com>; Brian Hendricks <bhendricks@maeisrealtv.com>; Brown, Judson <JBrown @santa-ana.ore> Subject: Santa Ana Arts - Council Options Hello Robert, We appreciate the opportunity to respond to the financial assistance options for Santa Ana Arts Collective, as presented in today's Agenda. Per the Agenda, the following are the options for Council discussion and consideration: Option #1: Amend the project's original award by an additional amount up to $2.9 million per Keyser Marston Associates (KMA) gap analysis. Option #2: Amend the project's original award by an additional amount up to $1,481,215, per CSG Advisors gap analysis. City financial assistance to be negotiated by CSG Advisors and Meta Housing. Though both reports agree that a Developer Fee of $2 million is a CTCAC limit for projects financed with competitive 9% tax credits, KMA and CSG's suggestions for the means and extent to which developer fee is further limited, differ greatly. 65AL77 KMA has recommended that Meta forgo at least $600K in developer fee to help close the financial gap, which while onerous, we can still live with. CSG has recommended that Meta forgo $1,269,942 of its developer fee via a $269,942 fee deferral and a $1M GP contribution. This $1M contribution would need to be taken as income and taxed, further reducing the actual net developer fee received to only about $380K (a total deferral of $1,620,000). In short, Meta's financial upside for nearly five years of work and incredible construction risk would be limited to $380K, which does not even cover overhead. Additionally and perhaps more importantly, developer fee, specifically un -deferred developer fee, is viewed by the lenders and investors as Project Contingency and necessary to avoid capital shortfalls that could inhibit construction completion. In other words, under the KMA option, lenders and investors can rely upon Meta's un -deferred developer fee to cover $1.4 million in unanticipated cost increases. Under the CSG option, they would only see $380K in net developer fee to cover unanticipated cost increases, which is insufficient for their underwriting. In summary, we respectfully request that the City Council elects to move forward with KMA's suggested financial assistance of $2.9 million, with a minimum deferred developer fee of $600K. We are prepared to shoulder $600K of the gap, but anything further leaves us unable to cover 5 years of our own internal costs and the financial risks of guaranteeing completion of a $34M project. We remain hopeful that we can continue moving forward in partnership with the City on this exciting and innovative project. Thank you again for your time and consideration. Chris Christopher Maffris, Senior Vice President META HOUSING CORPORATION 1640 Sepulveda Blvd., Suite 425 Los Angeles, CA 90025 T. (310) 575-3543 ext. 108 F. (310) 575-3563 Email: cmaffris@metahousins.com Website: www.metahousing.com This email and any files or attachments transmitted with it may contain privileged or otherwise confidential information. If you are not the intended recipient, or believe that you may have received this communication in error, please advise the sender via reply email and immediately delete the email you received. 65A-78