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HomeMy WebLinkAbout2017 CON HA Community Housing Works and Mercy Housing - Kimball Morgan Towers - Exclusive Negotiating AgreementEXCLUSIVE NEGOTIATING AGREEMENT (Morgan and Kimball Tower) This Exclusive Negotiating Agreement ("Agreement") is dated as of the 6th day of December, 2017 ("Agreement Date"), by and between the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") and Community HousingWorks, a California nonprofit public benefit corporation, and Mercy Housing California, a California nonprofit public benefit corporation (collectively, the "Developer"). RECITALS A. The CDC -HA owns the Kimball and Morgan Towers, which are generally located at 1317 D Avenue and 1415 D Avenue in the City of National City, County of San Diego, California ("Property"). B. The Developer desires to recapitalize the Property and rehabilitate the improvements thereon generally as set forth in that certain Request for Qualifications ("RFQ") issued by the CDC -HA dated March 24, 2016, a copy of which is attached hereto as Exhibit A. Community HousingWorks and Mercy Housing California responded jointly to the RFQ and the entities are jointly referred to as Developer throughout this Agreement. C. The CDC -HA and Developer desire to negotiate any and all agreements reasonably necessary for the CDC -HA to ground lease the Property and transfer title to the improvements thereon to the Developer to the Developer and for the Developer to recapitalize and rehabilitate the Property as generally set forth in the RFQ ("Project"). The Property is currently being used as affordable housing for senior citizens, and this Agreement and the Project do not contemplate changing the use of the Property. D. The Developer responded to the Request for Proposals issued on June 30, 2017 by the CDC -HA to evaluate financial proposals. The CDC -HA selected the Developer on December 5, 2017 for the Project and provided the Executive Director the authority to enter into this Agreement. D. The purpose of this Agreement is to establish a period during which Developer shall have the right to exclusively negotiate with the CDC -HA the terms of the ground lease of the Property, the transfer title to the improvements thereon to the Developer and the implementation of the Project. NOW, THEREFORE, Developer and the CDC -HA, hereby agree as follows: 1. Negotiating Period. The CDC -HA agrees to exclusively negotiate with Developer and Developer agrees to exclusively negotiate with the CDC -HA regarding the terms of any and all agreements reasonably necessary respect to the Project for a one (1) year period beginning on the Agreement Date ("Negotiating Period"). The CDC -HA and Developer shall negotiate diligently and in good faith to carry out the obligations of this Agreement during the Negotiating Period. The obligation to negotiate in good faith requires the respective parties to communicate with each 1 other with respect to those issues for which agreement has not been reached, and such communication to follow reasonable negotiation procedures, including meetings, telephone conversations, and correspondence. 2. Site Control. The Property is currently owned by the CDC -HA. 3. Costs and Expenses. Each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement. 4. Activities During Negotiating Period. (a) Due Diligence. During the Negotiating Period, the CDC -HA shall provide the Developer and its contractors, consultants and employees with access to the Property as set forth in Section 9, below. CDC -HA will deliver to the Developer copies of: (i) all prior assessments in its possession or control related to the Property, including but not limited to Phase I and II Environmental, geotechnical, as -built building plans, specialized physical system inspections and assessments including roof, mechanical equipment, vertical transportation, building envelope and structural systems, survey including ALTA survey, if any; (ii) all HUD contracts and inspection reports, rent rolls, and financial statements for the Property in its possession or control, if any. In addition, CDC -HA will provide Developer feasibility for potential legal parcel modification. (b) Conceptual Proposal. Developer agrees that not later than One Hundred Eighty (180) days following the Agreement Date, Developer shall submit to the CDC -HA for review, a proposal for development of the Property and the Project, with supporting documents. In addition, Developer will provide the CDC -HA with the following documents, reports and information prior to the expiration of this Agreement: (1) The potential unit mix by number of bedrooms (if the Developer proposes a change from the existing unit mix), proposed income targeting, proposed rehabilitation work with preliminary cost estimates, and site amenities, with a schedule for implementation. (2) A proposed schedule for rehabilitation of the Property/development of the Project. (3) A financial pro forma which contains: (i) a projected development budget for the Project, (ii) a projected sources and uses analysis, (iii) a 15-year cash flow analysis, (iv) a proposed rent schedule and utility allowance schedule, (v) a projected operating budget for the Project, (vi) a phasing plan if applicable for development of the Project as two separate projects; and (vii) a proposal for long term contracts with U.S. Department of Housing and Urban Development and /or CDC -HA for project based housing vouchers. (4) Preliminary evidence of conventional construction and permanent financing options. 2 (5) The name and qualifications of the architect which Developer proposes to use, if any. The CDC -HA will approve or disapprove the proposed architect in its sole and absolute discretion. (6) The name and qualifications of the management agent that Developer proposes to use. The CDC -HA will approve or disapprove the proposed management agent in its sole and absolute discretion. (c) Negotiation and Approval of Agreements. If both the CDC -HA and Developer are satisfied with the proposed Project following submission of the documents in Subsection 4(b), the CDC -HA and Developer shall seek in good faith to negotiate and draft any and all mutually acceptable agreements reasonably necessary for the Project and for the Developer to demonstrate site control of the Project required by the California Tax Credit Allocation Committee and California Debt Limit Allocation Committee and U.S. Department of Housing and Urban Development. However, by entering into this Agreement, the Parties are not contractually bound to enter into any further agreements. 5. Termination/Expiration of Agreement. Except as provided in Section 10, below, or if this Agreement is extended by written consent of the Executive Director the CDC -HA and Developer, if at the end of the Negotiating Period, the CDC -HA and Developer have not agreed upon mutually acceptable agreements reasonably necessary for the development of the Project, then this Agreement shall terminate. 6. Cooperation. The CDC -HA agrees to cooperate with Developer in supplying proposed lenders or investors with appropriate information, if available and not otherwise privileged, to facilitate the Developer's financing for the Project. The CDC -HA shall also cooperate with Developer's professional consultants and associates in providing them with any information and assistance reasonably within the capacity of the CDC -HA to provide in connection with the proposed Project. 7. Nondiscrimination. Developer shall not discriminate against nor segregate, any person, or group or persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project, nor shall Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Project. 8. Environmental Requirements. Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the proposed Project. 9. Inspection of the Property. Developer and its agents, representatives, consultants and contractors may enter upon the Property, upon not less than forty-eight (48) hours advance notice to the CDC -HA, solely for the purpose of conducting visual, non-invasive inspections of the 3 Property as further described in Section 4. If the Developer desires to do any invasive testing at the Property, the Developer may do so only after obtaining the CDC -HA' s prior written consent to the same, which consent may be withheld or granted on conditions in the CDC-HA's sole and absolute discretion. The Developer shall provide the CDC -HA with a complete set of plans, drawings and specifications ("Invasive Testing Plans") that define to the sole satisfaction of the CDC -HA the invasive testing to be performed on the Property and the names of all environmental and other consultants, contractors and subcontractors who will be performing such invasive testing (collectively "Developer's Consultants"). The Developer shall deliver the names of the Developer's Consultants and the Invasive Testing Plans to the CDC -HA concurrently with its request to the CDC -HA that the Developer desires to perform invasive testing. The Developer shall promptly restore the Property to the condition the Property was in immediately prior to any such tests, at the Developer's sole cost and expense. The Developer's Consultants, the Developer and each of their agents, representatives, consultants and contractors entering the Property shall maintain commercial general liability insurance covering such entry, in the amounts of Two Million Dollars ($2,000,000.00) combined single limit for each occurrence or Four Million Dollars ($4,000,000.00) general aggregate for bodily injury, personal injury and property damage including contractual liability. Prior to entering upon the Property, the Developer and any of its agents, representatives, consultants and contractors entering upon the Property shall provide, additional insured endorsements naming the CDC -HA and the City of National City as additional insureds. The Developer shall indemnify and defend the CDC -HA, the City of National City and their agents and employees and the Property from and against, and shall hold the CDC -HA, the City of National City and their agents and employees and the Property harmless from, any actions, losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics' and materialmen's liens and attorney fees, proximately caused by the actions of Developer and/or its agents, representatives, consultants and contractors upon the Property. The Developer shall repair any damage caused to the Property by the Developer or its agents, representatives, consultants and contractors. The Developer shall not permit any mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work done by the Developer or its agents, representatives, consultants and contractors pursuant to this Agreement to stand against the Property. If any such lien shall be filed against the Property, the Developer shall cause the same to be discharged or bonded within ten (10) days after actual notice of such filing, by payment, deposit, bond or otherwise. The Developer's obligations under this Section 9 shall survive the termination or expiration of this Agreement. 10. Developer. (a) Developer Experience. As a condition precedent to the CDC-HA's execution of this Agreement, Developer submitted to the CDC -HA a detailed response to the RFQ regarding development experience of the Developer and its principals, associates, employees, partners and joint ventures. (b) Offices of Developer. The principal offices of the Developer are located at: 2815 Camino del Rio South, Suite 350 San Diego, CA 92108 Phone (619) 282-6647 4 The Project Manager for the Developer will be Mary Jane Jagodzinski 11. Address for Notices. Any notices pursuant to this Agreement shall be sent to the following addresses: To CDC -HA: Copy to: To Developer: Community Development Commission - Housing Authority of the City of National City 1243 National City Blvd. National City, California 91950 Attn: Executive Director Christensen & Spath LLP 550 West C Street, Suite 1660 San Diego, CA 92101 Attn: Walter F. Spath, Esq. Community HousingWorks 2815 Camino Del Rio South, Suite 350 San Diego, CA 92108 Attn: Susan M. Reynolds, CEO Mercy Housing California 1500 South Grand Avenue, Suite 100 Los Angeles, California 90015 Attn: Ed Holder 12. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 13. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the CDC -HA and Developer. 14. Future Agreements to Supersede this Agreement. This Agreement will be superseded, if and when the Developer and CDC -HA approve and execute all mutually acceptable agreements reasonably necessary for the development of the Project. 15. Assignment Prohibited. In no event shall Developer assign or transfer any portion of Developer's rights or obligations under this Agreement without the prior express written consent of the CDC -HA, which consent may be withheld in the CDC-HA's sole and absolute discretion. 16. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. 5 17. Signature Authority. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the CDC -HA that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. 18. Counterparts. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CDC -HA: Community Development Commission -Housing Authority of the City of National City Leslie Deese, Executive Director APPROVED AS TO FORM: By: [SIGNATURES CONTINUED ON FOLLOWING PAGE] 6 DEVELOPER: CommunJousingWorks, a California nonprofit public benefit corporation nne B.`WiYson, Senior Vice Mercy Housing California, a California nonprofit public benefit corporation By: Ed Holder, Regional Vice President DEVELOPER: Community HousingWorks, a California nonprofit public benefit corporation By: Anne B. Wilson, Senior Vice President Mercy Housing California, a California nonprofit public benefit corporation By: Ed Holder, Regional Vice President EXHIBIT A Request for Qualifications issued by the CDC -HA dated March 24, 2016 8 REQUEST FOR QUALIFICATIONS (RFQ) Morgan and Kimball Towers Rehabilitation and Recapitalization 1415 & 1317 D Avenue National City, California ''''''''''''' 0110 III March 24, 2016 RFQ Deadline: Thursday, May 12, 2016, 2:00 p.m. PST Community Development Commission - Housing Authority of the City of National City 140 E. 12th St., Suite B National City, CA 91950 Exhibit "A" of ENA RFQ AT A GLANCE ISSUE DATE: March 24, 2016 PROJECT TITLE: DESCRIPTION OF PROJECT DEPARTMENT REQUESTING SUBMITTAL DEADLINE DELIVER SUBMITTAL TO PRIMARY CONTACT Morgan and Kimball Towers Rehabilitation and Recapitalization Project The Community Development Commission - Housing Authority of the City of National City (CDC - HA) intends to rehabilitate and recapitalize the existing Kimball and Morgan Towers. Kimball and Morgan Towers (Towers) are located in National City at 1317 D Avenue and 1415 D Avenue, respectively. They are owned by the CDC -HA and help serve National City's affordable senior housing needs. The CDC -HA is seeking qualifications from experienced non-profit or for profit developers to enter into an Exclusive Negotiation Agreement to complete due diligence and design and is expected to lead to a Disposition and Development Agreement to rehabilitate and recapitalize existing structures. Housing, Grants, and Asset Management Three (3) original copies of submittal due 2:00 p.m. Thursday, May 12, 2016 in hard copy (no facsimile or e-mailed submittals) City of National City Office of the City Clerk 1243 National City Blvd National City, CA 91950 Carlos Aguirre Community Development Manager City of National City 140 E. 12th St., Suite B National City, CA 91950 Direct Line: (619) 336-4391 Fax: (619) 336-4292 caguirre@nationalcityca.gov Exhibit "A" of ENA BACKGROUND The General Plan's Housing Element: National City's Housing Element (a required section in the General Plan) lays out an objective of continuing to provide housing opportunities and development of programs to improve the existing housing stock. The rehabilitation and recapitalization of Kimball and Morgan Towers ("Towers") is in line with each of these objectives. Community Need and Relevance to General Plan: The existing structures are dated and are in need of rehabilitation (Kimball built in 1986 and Morgan in 1978). Additionally, the availability of senior housing in National City is far below demand. The Towers have a 1.5 to 3 year waiting period and other affordable senior housing facilities within the city are experiencing comparable waiting periods. These trends will be amplified in the coming years as the baby boom generation continues to move into senior status (62+) and by the fact that people are living longer. To meet future community needs, the CDC -HA must transform the Property into a financial sustainable real estate asset; preserve affordability; improve resident experience; and insure the City's housing infrastructure by restructuring current debt to leverage additional private and public funding sources The Project Site: The Towers are located in central National City, within the Kimball Community. It is across the street from Kimball Park, and near Wal-Mart and other commercial businesses, the Boys and Girls Club, a Fire Station, a health center, and civic facilities. The project site (Attachment 1) is approximately 5.37 acres located on D Avenue between Kimball Way and 15th Street (APN: 561-410-05-00; 561- 410-04-00) in National City. The site is in an RM3 zoned area. It is a residential multifamily zone specifically designated for senior citizen housing and allows higher density development than the standard residential multifamily units (22.9 units/acre). The CDC -HA may elect to segregate a portion of the subject parcels for the future development of housing. Currently, the site is comprised of two 9-story senior housing complexes (Kimball and Morgan Towers) and Nutrition Center. There are a total of 303 units between the 2 towers: 152 units at Kimball Tower (150 currently unrestricted units rented to households at or below 50(Yo AMI, and 2 units for property management staff), and another 151 at Morgan Tower (approximately 148 project -based units funded directly by the U.S. Department of Housing and Urban Development (HUD), 2 unrestricted Exhibit "A" of ENA units rented to households at or below 50% AMI, and 1 unit for the assistant manager). Purpose: The purpose of the Project is to renovate the buildings and common area of the property. The renovation will result in updated housing units and building systems, energy efficiency and technology improvements, improved resident services, and other interior and exterior improvements. The CDC -HA desires to retain ownership of the land and negotiate a Tong -term ground lease. It is recommended that the selected developer purchase and operate the existing senior housing units and other improvements from the CDC -HA and provide a Tong -term financial package to recapitalize the improvements to finance the rehabilitation, preserve current levels of affordability at or below 50% of Area Median Income and repay any financial assistance provided by the CDC -HA. Project Objectives: The CDC -HA will take into strong consideration the applicant's ability to leverage outside resources to enhance the affordable housing project targeted for seniors. Submittals should prominently highlight the development teams past experience in seeking and being awarded grants and financing for similar projects. The project proposed shall (at a minimum) meet the following objectives: 1. Extend affordability covenants as feasible and the useful life of the improvement for at least 20 years without compromising affordability using any available financial resources. 2. Consider a financial structure that will maintain CDC -Housing Authority's ownership of the parcels through a long-term ground lease. 3. Assure full property renovation and rehabilitation including energy efficiency improvements, technology upgrades, upgraded building systems, and property/residential unit improvements. 4. Provide a method to relieve the City of National City's general fund subsidy to the George Waters Nutrition Center (Nutrition Center). 5. Allow the Nutrition Center to be managed and operated by the City of National City in the proposed financial model. SUBMITTAL REQUIREMENTS Development Team a. Design Team: Identify the Developer, Design Team and sub - consultants who will be responsible for implementing the proposed Exhibit "A" of ENA project (name of individuals in charge, firm addresses, telephone numbers, website and e-mail addresses); h. Experience: Schedule of relevant projects completed by the developer and design team, including photographs, type of project, project address, unit count by type and size of unit, completed value, lenders involved (with contact references) and construction/completion dates. Experience with projects in an urbanized redevelopment area should be identified; c. Financial Partners: Identify all proposed financial partners for the project including banks, equity partners etc (name of firm and individuals in charge, addresses, telephone numbers, website and e- mail addresses); d. References: Each team member must include three professional references (lenders, investors, major accounts, etc.) with full names, relationship to team member, address and contact information. Grant Funding Experience Identify and provide examples of past successful experience applying for and winning grant funding for similar projects in California. RFQ Developer Statement of Qualifications Worksheet: Please complete and provide the Developer Statement of Qualifications Worksheet attached to this RFQ (Attachment 2). Disclosure of relevant lawsuits: Identify any and all lawsuits involving any or all of the proposed team members related to similar projects within the past three years including any lawsuits between team members and municipalities or redevelopment agencies. SELECTION PROCESS AND RFQ SCHEDULE This Request for Qualifications solicits responses for professional affordable housing development teams. As such, the selection of the preferred developer will not be based on the lowest bid and will, instead, consider all relevant and material factors. A Selection Committee will review and score (See Attachment 3 for Scoring Criteria) each proposal individually and will then meet as a group to discuss each proposal in an effort to select those firms and/or project teams who will be invited to an interview before the group. Notification of the invitation to interview will be Exhibit "A" of ENA by telephone at least two weeks prior to the interview date. It is anticipated that interviews, if necessary, will be held from June 13-16, 2016. The CDC -HA will then attempt to enter into an Exclusive Negotiating Agreement ("ENA") with the selected respondent to the RFQ. If an agreement cannot be reached, the City will approach and negotiate with the second highest ranked development team. Issue date: Qualifications due: Interviews, if necessary: Development Team selected: March 24, 2016 May 12, 2016, 2:00 p.m. June 13-16, 2016* June 29, 2016 *This schedule may be amended, except for the Qualification due date, at the sole discretion of the CDC -HA. TERMS AND CONDITIONS Issuance of this RFQ does not commit CDC -HA to award an Exclusive Negotiation Agreement and/or any other contractual obligation, to pay any costs incurred in the preparation of a response to this request, or to procure a contract for services. All respondents should note that the execution of any agreement or contract pursuant to this RFQ is dependent upon the approval of the Board of Commissioners of the CDC -HA. The CDC -HA retains the right to reject any and all submittals. The Community Development Commission -Housing Authority Rights Regarding this Invitation The CDC -HA each reserves the right to reject all submittals for any reason without indicating reasons for said rejection. The CDC -HA does not accept any financial responsibility for any costs incurred by respondent. Issuance of this Request for Qualifications does not commit the CDC -HA to award a contract, to pay any costs incurred in the preparation of a response to this request, or to procure a contract for services. The CDC -HA reserves the right to waive any irregularities or informalities in the proposal or proposal process. The CDC -HA retains the right to reject all submittals. Selection is also dependent upon the negotiation of a mutually acceptable contract with the successful respondent(s). The CDC -HA reserves the right to cancel, for any or no reason, in part or in its entirety, this RFQ, including but not limited to: selection schedule, submittal date, and submittal requirements. Exhibit "A" of ENA Acknowledgement of Amendments Each firm receiving a copy of this shall acknowledge receipt of any amendment to this Request for Qualifications by signing and returning the amendment with the completed proposal. The acknowledgment must be received by the CDC -HA at the time and place specified for receipt of proposals. Additional Information Questions regarding this solicitation shall be submitted in writing to: Community Development Commission -Housing Authority Attn: Carlos Aguirre, Community Development Manager 140 E. 12th St., Suite B National City, CA 91950 Or e-mail: caguirre@nationalcityca.gov Respondents/firms are cautioned that any oral statements made that materially change any portion of this RFQ are not valid unless subsequently ratified by a formal written amendment to this RFQ. No technical questions that may materially change any portion of this RFQ will be accepted during the seven calendar days prior to the time and date set for receipt of proposals. Nonconforming Terms and Conditions. Any proposal that includes terms and conditions that do not conform to the terms and conditions of this RFP is subject to rejection as non -responsive. The Community Development Commission -Housing Authority reserves the right to permit the respondent to withdraw non -conforming terms and conditions from its proposal prior to action by the Community Development Commission -Housing Authority to award a contract. Late Submissions. Any proposal received after the date and time specified for receipt shall not be accepted or considered. Right to Cancel The CDC -HA each reserve the right to withdraw or cancel, for any or no reason, at any time, in part or in its entirety, this RFP, including but not limited to: selection schedule, submittal date, and submittal requirements. Exhibit "A" of ENA Variations in Scope of Work The CDC -HA may materially change the scope of services by way of written amendment to this RFQ. Such changes may include additions, deletions, or other revisions within the general scope of RFQ requirements. The CDC -HA may waive the written requirement for a variation in the scope of services if, in the opinion of the CDC -HA, such variation does not materially change the item or its performance within parameters acceptable to the CDC -HA. Applicable Laws The contracts awarded shall be governed in all respect by the laws of the State of California, and any litigation related to the contract or this RFQ shall be brought in the State of California, with a venue of the San Diego Superior Courts. The firm(s) awarded the contracts shall comply with all applicable Federal, State, and local laws and regulations. Public Information All documents received by the CDC -HA are considered public records and will be made available after the RFQ selection for public inspection and copying upon request. Independent Contractor Status The respondent agrees, if selected, that he or she shall perform the services as independent contractor(s) and not employee(s) of the Community Development Commission -Housing Authority. The CDC -HA shall not be considered the employer of respondent. The respondent understands, if selected, the respondent shall have the sole responsibility for deciding the manner and means of providing the services, except as outlined in any final agreement and its attachments or exhibits. Indemnification The respondent agrees, if selected, to indemnify and hold harmless the City of National City and the CDC -HA and all their respective officers and employees from any and all liability, claims, costs, including reasonable attorney's fees, demands, damages, expenses, and causes of action as outlined in the contract. Examination of Solicitation The respondent understands that the information provided herein is intended solely to assist the respondent in submittal preparation. To the best of the CDC- HA's knowledge, the information provided is accurate. However, the CDC -HA does not warrant such accuracy, and any errors or omissions subsequently Exhibit "A" of ENA determined will not be construed as a basis for invalidating this solicitation. Further, by submitting a response to this solicitation, the respondent represents that he or she has thoroughly examined and become familiar with work required in the solicitation and is capable of performing quality work and to achieve the objectives of the CDC -HA. INSURANCE All required insurance (Attachment 2) shall be submitted within fifteen (15) days of notice of selection and prior to the commencement of any work. Failure to provide the insurance certificates within this time frame shall be cause for the proposal to be rejected as non -responsive. The entity/organization selected shall maintain insurance in full force and effect during the entire period of performance under the contract(s). Failure to do so shall be cause for termination of the contract(s). All policies must have a thirty (30) day non -cancellation clause giving the Community Development Commission -Housing Authority thirty (30) days prior written notice in the event a policy is cancelled. At the end of each contract year, the CDC -HA reserves the right to review insurance requirements and to require more or less coverage depending on the assessment of risk, the entity/organization's past experience, and the availability and affordability of increased liability insurance coverage. BUSINESS LICENSE The Developer selected to perform the work described in this RFQ as well as all team members, sub -consultants and service providers will be required to obtain a National City Business License. Business Licenses can be obtained at the City of National Finance Department. Exhibit "A" of ENA SUBMITTAL DUE DATE Three (3) original copies of the submittal must be delivered to City Clerk's office no later than 2:00 p.m. on May 12, 2016. Submittals received by FAX or e-mail will be deemed not received. Incomplete submittals, incorrect or false information, or late submittals are cause for immediate disqualification. CONTACT PERSONS Carlos Aguirre Community Development Manager City of National City 1243 National City Blvd National City, CA 91950 619/336-4391 caquirre@nationalcityca.gov Alfredo Ybarra Director 1243 National City Boulevard National City, CA 91950-4301 619/336-4279 alfredoy(a�nationalcityca.gov Attachments posted with this RFQ 1. Site Parcel Map 2. Developer Qualifications Worksheet 3. Selection Criteria and Scoring 4. Insurance Requirements Exhibit "A" of ENA b'N3 40 V, 3!Q!gx3 agRa RES FOR FUT ST •� NOT A BLDG SITE COMM. PARK VILLAGE DOC79-461740 (SEE SHT 2) v 0.1 •se4rr4..s ALLEY r r •w.7 4:1;hK KIM ALL WILLOWS co x 2 - DOC 7,� - 5IS37 N z EE Siff. el ` 2 72 yr, MOa r+irw F' 1. oc& 1- 1-- N lq /4000 6 1.73AC . _�—r « �.� ■It ARn 0lidifl ,'A•., `- .r : CStz,Nr" n�fpn••�.f . •�. .030 rla4 t. ,7• -roa d rri Nvu ST. - f10 -sL. dur L-412 —T IZ - 13 - Tz,I. la IZo 1 1918117 Ifi 15 14 13 } 4,I I 12 . �I I14 11$ I I 1 I 0(1) it) I01 k112 3 4 516 718 91 I a7-- II_ L—_cysts__, AU M1105 216AC ds1 4 AVE M AVE 3T 60 1— ce a2 2 t— Le' 1,0,5.Ot MAP 9199 — PARK VILLAGE (CONDM) MAP 9042—K1MBALL WILLOWS MAP 8807--CENTER CITY PROJECT MAP II05—LOZIERS SUB ROS 10144 560-41 SHTIOF2 .� l e CHA Q S BLKOLD NSWY CUT I- 9 .? 29e ;s l0.,za 77 a/sz 10 t Acre, z .7 21 70 229 4/0 / �`e�. 79 410 1 22 E0 55 410 21 Cow" 497 22 wen!, A) 545 ¢/D s .1t,' 0 Id *tor iwit ow 5.l , •1 1H3VssV atf RFQ Attach. No. 2 DEVELOPER STATEMENT OF QUALIFICATIONS/ FINANCIAL SUMMARY Exhibit "A" of ENA RFQ Attach. No. 2 DEVELOPER STATEMENT OF QUALIFICATIONS & FINANCIAL SUMMARY I. DEVELOPER INFORMATION Name: Address: Telephone/Fax: Contact Name: Is the Developer a subsidiary of/or affiliated with, any other Corporation(s), Joint Venture(s) or Firm(s)? ❑ No ❑ Yes If yes, list each such Corporation, Joint Venture, or Firm by name & address, specify its relationship to the Developer, the % of interest of the partners & identify the Officers & Directors or trustees common to the Developer & such other Corporation or Firm: Name of Corporation/Joint Venture/Firm: Address: Relationship to Developer: Officers/Di rectors/Trustees: %of Interest of the partners: Individual(s) authorized to negotiate, on behalf of the development entity/team & responsible for project execution: Name(s): Position: Telephone/Fax: Email: Developer Statement of Qualifications/Financial Summary 2 of 6 Exhibit "A" of ENA RFQ Attach. No. 2 II. FINANCIAL CAPACITY A. Sources & amount of cash available to Developer to meet equity requirements of the proposed undertaking in Bank(s): 1) Bank Name: Address: Amount: $: 2) Bank Name: Address: Amount: $: B. By loans from affiliated or associated corporations or firms: Name: Address: Source: Amount: $: C. The Following are Three Bank References: 1) Bank Name: Address: Contact Person: Telephone: 2) Bank Name: Address: Contact Person: Telephone: 3) Bank Name: Address: Contact Person: Telephone: Developer Statement of Qualifications/Financial Summary 3 of 6 Exhibit "A" of ENA RFQ Attach. No. 2 D. The Following are Three Bank References: 1) Company: Address: Relationship: Contact Person: Telephone: 2) Company: Address: Relationship: Contact Person: Telephone: 3) Company: Address: Relationship: Contact Person: Telephone: Developer Statement of Qualifications/Financial Summary 4 of 6 Exhibit "A" of ENA RFQ Attach No. 2 E. Has the Developer or (if any) the parent corporation or any subsidiary or affiliated corporation of the developers officers or principal members, shareholders or investors been adjudged bankrupt, either voluntary or involuntary, within the past ten years? ❑ No ❑ Yes If yes, please provide the following information: Date: Location: Bankruptcy was filed under the following name (s): F. Has the Developer or (if any) the parent corporation or any subsidiary or affiliated corporation of the Developer's officers or principal members, shareholders or investors been involved in litigation relating to a development project either voluntary or involuntary, within the past three years? ❑ No ❑ Yes If yes, please provide the following information: Date: Place: General Description: Current Status: G. Total amount of development work completed by developer during the last three years: H. Projects currently in planning or development by the Developer or Principals of the development entity: I. Does any member of the Developers' Corporation/Partnership have any known relationship in connection with purchasing & implementing the Project with any member of the governing body of the Agency to which the accompanying proposal is being made, or to any officer or employee of the local public agency who exercises any functions or responsibilities in connection with the carrying out of the Project under which the local public agency covered by the Developers proposal is being made available? ❑ No ❑ Yes If yes, explain: J. Statements & other evidence of the Developers Qualifications & Financial Responsibility are attached thereto & hereby made a part hereof as follows: Developer Statement of Qualifications/Financial Summary 5 of 6 Exhibit "A" of ENA RFQ Attach No. 2 CERTIFICATION I/We certify that this Developer Statement of Qualifications and Financial Responsibility & the attached evidence of the Developers qualifications and financial responsibility are true and correct to the best of my/our knowledge and belief, and that the information contained in this statement is considered public record and will be made available for public inspection and copying upon request. Availability of these public records begins when the Developer selection process includes public meetings. Name Name Title Title Signature Signature Date Date Street Address Street Address City, State, Zip City, State, Zip If the Developer is a Corporation, this statement should be signed by the President & Secretary of the Corporation; if an individual or proprietorship, by such individual; if a partnership, by one of the general partners; if an entity not having a President & Secretary, by one of its Chief Officers having knowledge of the financial status & qualifications of the Developer. Developer Statement of Qualifications/Financial Summary 6 of 6 Exhibit "A" of ENA Attach. 3 of RFQ REQUEST FOR QUALIFICATIONS - MORGAN TOWER REHABILITATION AND RECAPITALIZATION Date Evaluator: Criteria In RF Team being evaluated Staff Detailed descriotons Circle One (0= Lowest, 10= Highest Max Wt Score Score 1 Experience and Oualifications Schedule of relevant projects completed by the developer and design team, including photographs, type of project, project address, unit count by type and size of unit, completed value, lenders involved (with contact references) and construction/completion dates. Experience with projects in an urbanized redevelopment area should be identified; Experience in development, finance and property management of rental housing, incluidng public, assisted, tax credit, market & mixed income. Experience with development in local area. Experience with community - based development, including collaboration with community organizations. Evidence of quality performance on -time and on -budget. Staff Notes: 1) HUD Experience should be required 2) Experience with public /private partnerships. 3) Senior housing development experience 1 2 3 4 5 6 7 8 9 10 2.5 25 2 Leveraging Of special relevance to this RFQ is the City Council's desire to leverage outside resources to expand and enhance an affordable housing project targeted for seniors. Submittals should prominently review the development team's past experience in seeking and being awarded grants related to similar projects. Approach to structuring the Public/Priate Finance Plan 1 2 3 4 5 6 7 8 9 10 2 20 3 Financial Canacity Identify all proposed financial partners for the project including banks, equity partners etc (name of firm and individuals in charge, addresses, telephone numbers, website and e-mail addresses) Overall financial strength and credit of developer. 1 2 3 4 5 6 7 8 9 10 2 20 4 Operating Experience Identify experience operating similar types of housing developments. Experience with the operational requirements of developments similar in size and target population. 1 2 3 4 5 6 7 8 9 10 2 20 5 Resident Services and Involvement; Identify and provide examples of services provided to residents on housing they may have already developed. Description of resident services provided by managing partner that best fit the needs of the target population. 1 2 3 4 5 6 7 8 9 10 1.5 15 100 Exhibit "A" of ENA RFQ Attachment No. 4 --r CALIFORNIA NATIONAL CITY INCORPOBATV, City of National City INSURANCE REQUIREMENTS Please forward to your Insurance Agent immediately PRIOR to performing services for the City of National City, the City must have current Certificates of Insurance on file for all companies, contractors, and consultants. Required Insurance Certificates per Sections 16 and 17 of the City's Agreement: Professional Liability Insurance (errors and omissions) with minimum limits of $1M per occurrence (if applicable) Commercial General Liability coverage with limits of at least $2M per occurrence/$4M aggregate. • Must include separate endorsement adding as additional insureds: "The City of National City, its elected officials, officers, agents, and employees". The actual endorsements or policy language regarding automatic additional insureds must be provided. • General aggregate limits must apply solely to this "project" or "location". b Commercial Auto Liability coverage with limits of at least $1 M, Combined Single Limit • Must include "any" auto. • Must include separate endorsement adding as additional insureds: "The City of National City, its elected officials, officers, agents and employees". The actual endorsements or policy language regarding automatic additional insureds must be provided. Workers' Compensation coverage to meet CA statutory limits, plus employers' liability coverage of $1 M per accident • Workers' Compensation Waiver of Subrogation in favor of the City is required. • If there are no employees subject to Workers Compensation law, submit a signed Declaration (provided on next page). Deductibles or SIRs (Self -Insured Retention) in excess of $10,000 must be disclosed. CERTIFICATE HOLDER: City of National City, 1243 National City Boulevard, National City, CA 91950-4301. Insurance Document Submittal: Email insurance certificates to your City contact person and Elena Amaya in the City's Risk Department (eamaya(a nationalcityca.gov) (Phone: (619) 336-4370). Mail the certificates and endorsements to: City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950-4301 Questions: Curtis Stephen, Risk Manager: (619) 336-4220 Elena Amaya, Office Assistant: (619) 336-4232 Exhibit "A" of ENA RESOLUTION NO. 2017 — 60 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY ACCEPTING THE FINDINGS FROM THE ANALYSIS COMPLETED BY KEYSER MARSTON ASSOCIATES, INC., OF FOUR FINANCIAL PROPOSALS SUBMITTED THROUGH A REQUEST FOR PROPOSALS PROCESS; SELECTING THE DEVELOPMENT TEAM COMPRISED OF COMMUNITY HOUSINGWORKS, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION, AND MERCY HOUSING CALIFORNIA, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION, FOR THE RECAPITALIZATION AND REHABILITATION OF KIMBALL AND MORGAN TOWERS LOCATED AT 1317 AND 1415 "D" AVENUE IN NATIONAL CITY; AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN EXCLUSIVE NEGOTIATING AGREEMENT IN ORDER TO BEGIN NEGOTIATIONS WITH THE SELECTED DEVELOPER WHEREAS, the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") owns the Kimball and Morgan Towers, which are generally located at 1317 "D" Avenue and 1415 "D" Avenue, National City (the "Property"); and WHEREAS, Community HousingWorks and Mercy Housing California (jointly referred to as "Developer") responded jointly to the Request for Qualifications ("RFQ") issued by the CDC -HA dated March 24, 2016 and to the Request for Proposals ("RFP") issued by the CDC -HA dated June 30, 2017, and desires to recapitalize the Property and rehabilitate the improvements thereon generally as set forth in the RFQ; and WHEREAS, the Selection Committee established and approved by the CDC -HA as part of the Request for Qualifications process reviewed all of the complete RFQ responses, heard presentations, and conducted interviews from each development team; considered experience and qualifications, leveraging of non -CDC -HA resources, financial capacity, operating experience; and resident services and ranked the Developer as the highest of five development teams; and WHEREAS, the CDC -HA Board of Commissioner heard presentations on behalf of five development teams on October 25, 2016, and on December 6, 2016 determined an in- depth financial evaluation and comparison of financial proposals was necessary through a Request for Proposals (RFP) process to make a selection of a development team; and WHEREAS, Keyser Marston Associates, Inc. (KMA) issued the RFP on June 30, 2017 on behalf of the CDC -HA and, through the established financial evaluation criteria that included an analysis of each development team's development program, depth of affordability, overall project feasibility, scored the Developer the highest of the four development teams that responded to the RFP; and NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City accepts the findings from the analysis completed by Keyser Marston Associates, Inc., of four financial proposals submitted through a Request for Proposals process. BE IT FURTHER RESOLVED that the Community Development Commission - Housing Authority of the City of National City selects the development team comprised of Community HousingWorks, Inc., a California non-profit public benefit corporation, and Mercy CDC -HA Resolution No. 2017 — 60 Page Two Housing California, Inc., a California non-profit public benefit corporation, for the recapitalization and rehabilitation of Kimball and Morgan Towers located at 1317 and 1415 "D" Avenue in National City. BE IT FURTHER RESOLVED that the Community Development Commission - Housing Authority of the City of National City, in order to begin negotiations, authorizes the City Manager to execute an Exclusive Negotiating Agreement with the selected developer. PASSED and ADOPTED this 5th day of Decembers 2017 on Morrison, Chairman ATTEST: Leslie Deese, Secretary APPROVED AS TO FORM: �+ o'is-Jove era se Passed and adopted by the Community Development Commission -Housing Authority of the City of National City, California, on December 5, 2017 by the following vote, to -wit: Ayes: Commissioners Mendivil, Rios, Sotelo-Solis. Nays: Cano, Morrison. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Housing Authority Secretary, Housing Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-60 of the Community Development Commission -Housing Authority of the City of National City, California, passed and adopted on December 5, 2017. Secretary, Housing Authority By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY COUNCIL AGENDA STATEMENT ETING DATE: December 5, 2017 AGENDA ITEM NO. 18 ITEM TITLE: Resolution of the Community Development Commission -Housing Authority of the City of National City accepting the findings from the analysis completed by Keyser Marston Associates, Inc., of four financial proposals submitted through a Request for Proposals process; selecting the development team comprised of Community HousingWorks, Inc., a California non-profit public benefit corporation, and Mercy Housing California, Inc., a California non-profit public benefit corporation, for the recapitalization and rehabilitation of Kimball and Morgan Towers located at 1317 and 1415 "D" Avenue in National City; and authorizing the City Manager to execute an Exclusive Negotiating Agreement in order to begin negotiations with the selected developer. PREPARED BY: Carlos Aguirre, Housing & Economic Dev. Mgr. PHONE: 619-336-4391 EXPLANATION: See attached Background Report and Keyser Marston Associates, Inc. ("KMA") Financial Review of the Development Proposals. H •using Economic en lop t DEPARTMENT: APPROVED B FINANCIAL STATEMENT: ACCOUNT NO. D:'v APPROVED: ffil Finance APPROVED: MIS A ranking of the Developer's financial proposals can be found on page 4 and 5 of KMA's report (Attachment No. 2) based on the points awarded to each proposal and their respective financial return. ENVIRONMENTAL REVIEW: The review of development proposals is not considered a project as defined by the California Environmental Quality Act (CEQA), and therefore, is not subject to CEQA review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: n/a TACHMENTS: 1. Background Report 2. KMA Financial Review of Development Proposals 3. Resolution Attachment No. 1 COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY STAFF REPORT December 5, 2017 Item Resolution of the Community Development Commission -Housing Authority of the City of National City accepting the findings from the analysis completed by Keyser Marston Associates, Inc., of four financial proposals submitted through a Request for Proposals process; selecting the development team comprised of Community HousingWorks, Inc., a California non-profit public benefit corporation, and Mercy Housing California, Inc., a California non-profit public benefit corporation, for the recapitalization and rehabilitation of Kimball and Morgan Towers located at 1317 and 1415 "D" Avenue in National City; and authorizing the City Manager to execute an Exclusive Negotiating Agreement in order to begin negotiations with the selected developer. Background Kimball and Morgan Senior Towers ("Towers") are located in central National City, within the Kimball Community. The two nine -story Towers are located on D Avenue between Kimball Way and 15th Street. Morgan Senior Tower is a 151-unit affordable senior residential property built in 1978. Kimball Senior Tower is a 152-unit affordable senior residential property completed in 1986. On March 4, 2016, the HA's Board of Commissioners ("HA's Board") was presented with a draft RFQ to provide direction in considering qualified development teams for the recapitalization and rehabilitation of the Towers. The RFQ process presented was modeled after the RFQ previously issued in March 2010 for the Kimball and Morgan Tower Enhancement and Expansion Project. The HA was supportive and voted in favor of City staff issuing the RFQ as drafted. The draft RFQ incorporated a Selection Committee to be composed of experienced professionals and community members with working knowledge of affordable housing development, public finance, and community needs that could deliberate on and rank RFQ submissions with respect to the goals, objectives, and scoring criteria provided in the RFQ. The RFQ was issued on March 24, 2016. The RFQ solicited responses from professional affordable housing development teams and considered the following criteria: 1. Experience and qualifications (Max. Score: 25) 2. Leveraging of non -HA resources (Max. Score: 20) 3. Financial Capacity (Max. Score: 20) 4. Operating Experience (Max. Score: 20) 5. Resident Services and Involvement (Max Score: 15) City staff reviewed the RFQ submissions first for completeness and, on the week of May 30, 2016, delivered copies of the eight RFQ submittals to each member of the Selection Committee. The Selection Committee convened on Monday, June 6, 2016 to review and score each submission in an effort to select the project development teams who would be invited to 1 Attachment No. 1 interview. The Selection Committee selected five RFQ proposals for interviews scheduled for Monday, June 13, 2016. After the interviews were completed, the Selection Committee scored the development teams interviewed based on the RFQ's criteria taking into consideration the quality of each interview with the Selection Committee. By calculating an average of all cumulative scoring provided by each Selection Committee Member, the development team consisting of Community Housing Works and Mercy Housing California ranked the highest overall out of a total of 100 points: 1. Community HousingWorks and Mercy Housing California (Overall Score: 83.4) 2. Bridge Housing Corporation (Overall Score: 81.6) 3. Chelsea and Serving Seniors (Overall Score: 77.8 ) 4. National Community Renaissance of California and Reiner Communities (Overall Score: 77.5) 5. The RAHD Group, Affirmed Housing, Community Preservation Partners LLC, Thompson Consulting, and Casa Familiar (Overall Score: 70.6) At the Regular Meeting on October 4, 2016 of the HA, City staff provided a recommendation to the HA's Board to select Community Housing Works and Mercy Housing as the developer for the rehabilitation and recapitalization of Kimball and Morgan'Towers based on the scoring provided by the Selection Committee. However, after public and written comments were considered by the HA's Board requesting that the HA's Board provide an opportunity for presentations by each development team, the HA's Board directed City staff to coordinate presentations to be made directly to the HA's Board. As requested by the HA's Board, the five development teams that had previously delivered presentations to the Selection Committee were called to present at the HA's meeting on Tuesday, October 25, 2016. The HA's Board was provided with each RFQ submission and any materials also provided during the RFQ Selection Committee presentations. The development team RFQ responses that were originally submitted were made available for review on the City of National City website. The order of the presentations was drawn randomly by the City Clerk. As directed by the HA's Board, the presentation ground rules were provided in advance to each development team and were the following: 1. Presentations will be the same as made to the original Selection Committee, including the answers to the prior interview questions. 2. Presenters will have no more than 20 minutes, immediately followed by 20 minutes for questions and answers. 3. Presentations should not include a discussion of financial proposals to the HA unless such proposal was part of the original presentation. 4. Presenters should address the attached interview questions during their 20 minute presentations. 5. During development presentations, members of other development teams are asked to refrain from being present in City Council Chambers, out of fairness to each presenting group. 6. As requested by the HA's Board, presenters should refrain from submitting organized public comment. 2 Attachment No. 1 City staff returned on December 6, 2016 carrying forward the recommendation made on October 4, 2016 to enter into an Exclusive Negotiation Agreement with the development team comprised of Community HousingWorks and Mercy Housing since the information provided in the development team presentations made on October 25, 2016 to the HA Board had already been provided and incorporated in the ranking provided by the Selection Committee. However, upon the HA Board's consideration of the strengths found in the qualifications of all five development teams through the presentations made on October 25, 2016 and upon public comments received that suggested that it would not be in the HA's best interest to select a developer without qualifying their financials proposals further, the HA's Board agreed that a review of each development team's financial proposals was necessary to make a final determination. City staff informed the HA's Board that a financial review of proposals would be a lengthy and expensive process, however, several of the development teams stated that they would be interested in funding their participation in a Request for Proposals ("RFP") process that would allow for a thorough comparison of their financial proposals. Based on the developer's interest to fund the process, the HA's Board directed City staff at the HA meeting on December 6, 2016 to provide approaches to implement a RFP process that would incorporate a comparison of financial proposals for the rehabilitation and refinancing of the Towers. Request for Proposals Process and Staff Recommendation City staff has worked with Keyser Marston Associates, Inc. ("KMA") since May 2013 to model and evaluate financing structures for rehabilitating and recapitalizing the Towers. Because of the extensive work KMA conducted, City staff requested a proposal from KMA that would compare approaches to further evaluate the financial models proposed by each development team. On February 7, 2017, the HA's Board considered the approaches included in KMA's proposal. The HA Board then directed City staff to return with a consultant services contract with KMA ("KMA Agreement") to implement a specific approach for the RFP process to further review each financial proposal, provided that the participating development teams ("Participating Developers") covered the cost of the RFP process and review. On April 18, 2017, the HA Board approved the KMA Agreement to proceed with a financial evaluation of the Participating Developers contingent that each Participating Developer enter into a Participation Agreement that would require each Participating Developer to cover the cost of KMA to issue an RFP and evaluate the proposals equally. Four of five development teams considered by the HA Board consisting of (i) Community HousingWorks and Mercy Housing California (collectively, "CHW-Mercy"); (ii) Bridge Housing Corporation ("Bridge"); (iii) Chelsea Investment Corporation and Serving Seniors (collectively, "Chelsea -Serving Seniors"); and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting and Casa Familiar (collectively, the "Affirmed Group") agreed to participate in the RFP process and pay all costs incurred by the HA in equal share with respect to the KMA Agreement by executing a Participation Agreement. The fifth development team previously considered by the HA Board composed of National Community Renaissance of California and Reiner Communities decided not participate in the RFP process. The Participating Developers were made aware that the HA reserved the right to select any one or none of the Participating Developers. 3 Attachment No. 1 On June 30, 2017 KMA issued the RFP on behalf of the Housing Authority. KMA's criteria, approach, key findings, and financial analysis are found in Attachment No. 2 of this Staff Report. Based on KMA's extensive analysis and key findings, City staff recommends the selection of the team comprised of Community HousingWorks, Inc. and Mercy Housing California, Inc. for the recapitalization and rehabilitation of Kimball and Morgan Towers located at 1317 and 1415 "D" Avenue in National City. City staff also recommends that the HA authorize the City Manager to execute an Exclusive Negotiating Agreement to begin negotiations with Community HousingWorks, Inc. and Mercy Housing California, Inc. 4 ADVISORS IN: REAL ESTATE AFFORDABLE HOUSING ECONOMIC DEVELOPMENT SAN F'RANCISCO A. JERRY KEYSER TIMOTHY C. KELLY KATE EARLE FUNK DEBBIE M. KERN REED T. KAWAHARA DAVID DOEZEMA LOS ANGELES KATHLEEN H. HEAD JAMESA. RABE GREGORY D. Soo-Hoo KEVIN E. ENGSTROM JULIE L. ROMEY SAN DIEGO PAUL C. MARRA Attachment No. 2 TO: KEYSER MARSTON ASSOCIATES ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT Alfredo Ybarra, Director Housing & Economic Development Department City of National City FROM: KEYSER MARSTON ASSOCIATES, INC. DATE: November 28, 2017 SUBJECT: Review of Development Proposals Kimball and Morgan Towers RFP I. INTRODUCTION A. Background In accordance with our agreement dated May 1, 2017, Keyser Marston Associates, Inc. (KMA) has undertaken an analysis to assist the Community Development Commission -Housing Authority of the City of National City (Housing Authority) in its efforts to select an affordable housing developer to refinance and renovate the 152-unit Kimball Tower and the 151-unit Morgan Tower (Towers), located on D Avenue between Kimball Way and 15th Street. On March 24, 2016, the Housing Authority issued a Request for Qualifications (RFQ) to affordable housing developers. The Housing Authority formed a Selection Committee made up of experienced professionals and community members to review, score, and interview the RFQ submissions. Following the outcome of the RFQ process, the Housing Authority received feedback from respondents suggesting that the Housing Authority issue a Request for Proposals (RFP) for a better understanding of each respondent's anticipated scope of work and financial proposal. i5 WEST BEECH ST., SUITE 460 ➢ SAN DIEGO, CALIFORNIA 92ioi ➢ PHONE: 619 718 9500 ➢ FAX: 619 718 9508 17122ka1 .IWW.KEYSERMARSTON.COM 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 2 The Housing Authority requested KMA's assistance in the issuance of an RFP, evaluating developer responses, preparing long-term feasibility analyses, and providing guidance as to the structuring of the business arrangement between the Housing Authority and the selected developer. It is the Housing Authority's desire to retain ownership of the land and negotiate a long-term ground lease with the selected developer. The selected developer would purchase and operate the existing senior housing units and other improvements from the Housing Authority. The developer would also provide a financial package to finance the rehabilitation of the Towers, preserve current levels of affordability at or below 50% Area Median Income (AMI), and repay any financial assistance provided by the Housing Authority. The Housing Authority issued the RFP on June 30, 2017 to the following four development teams: Developer Team Members BRIDGE Housing Corporation (BRIDGE) BRIDGE, Harley Ellis Devereau, and Allgire General Contractors Chelsea Investment Corporation (CIC) CIC and Serving Seniors Community HousingWorks (CHW) CHW and Mercy Housing Morgan and Kimball Community Partners (MKCP) Community Preservation Partners, The RAHD Group, Thompson Consulting, and Casa Familiar B. KMA Approach In undertaking this assignment, KMA completed the following work tasks: 1. Discussed with the Housing Authority the primary goals and objectives for the Towers. 2. Reviewed pertinent information related to the Towers including the RFQ responses submitted by each developer. 3. Prepared the RFP for distribution to the four development teams. 4. Identified appropriate evaluation criteria and scoring for proposal evaluation. 5. Responded to developer questions regarding the RFP. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 3 6. Participated in tours of the Towers with each development team. Each development team was provided an opportunity to visit each property including common areas/public lounges, laundry room, boiler room, electric room, elevator room, residential units, tenant services offices, and Nutrition Center. 7. Evaluated each developer's RFP response, including the proposed deal structure and business terms. 8. Evaluated each developer's financial pro forma, including 55-year cash flow projections for each developer proposal. 9. Prepared independent financial models of each developer's proposal, adjusting various assumptions used in their financial pro formas, including the developer's 55-year cash flow projections for each Tower. C. Evaluation Criteria The RFP identified the following criteria and points to evaluate each development team's RFP response. Evaluation Criteria Maximum Points (1) Development Program i. Incorporates specific necessary elements for efficient operation of an affordable housing complex and rehabilitation of the Towers ii. Assumes full property renovation and rehabilitation including energy efficient improvements, technology upgrades, upgraded building systems, and property/residential improvements 20 points (2) Depth of Affordability i. Extends affordability covenants as long as feasible and extends the useful life of improvements for at least 20 years ii. Maintains deep levels of affordability for existing and future tenants 20 points (3) Overall Project Feasibility i. Financial pro forma contains valid assumptions and estimates within reasonable range of industry standards 35 points 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 4 Evaluation Criteria Maximum Points ii. Project demonstrates long-term economic sustainability iii. Project provides for a financial return to the Housing Authority (4) Soundness of Financing Plan i. Financing plan is reasonable and achievable to enable project completion in a timely manner ii. Financing plan provides a realistic timeline for securing financing iii. Demonstrates successful experience with similar financing plans on comparable projects 25 points Total 100 points D. Developer Financial Proposals As requested in the RFP, each development team submitted a financial proposal and pro forma for each Towers. Every development team assumed in their financial proposal the use of 4% Low Income Housing Tax Credits and tax-exempt bonds for one or both Towers, except for CHW. CHW proposed to apply for 9% tax credits in the At -Risk Set -aside for Morgan Tower given Morgan Tower's expiring FHA 231 Agreement. The tax reform plan recently approved by the U.S. House of Representatives calls for the elimination of private activity tax-exempt bonds. If approved by the Senate, states would no longer have the ability to issue tax-exempt private activity bonds and their linked authority to provide 4% Low Income Housing Tax Credits. As a result, the financial proposals submitted by each development team would no longer be valid. At this time, it is unknown if the Senate will pass the tax reform plan and become law as currently drafted. II. KEY FINDINGS As summarized in Summary Tables 1 through 3, attached, the RFP submittals were ranked based on the evaluation criteria noted above and each development team's financial proposal. The financial proposal figures below represent the following: 17122kaI 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 5 1. Upfront cash proceeds to the Housing Authority, estimated as the purchase price for the existing senior housing units and other improvements less the Seller Note proposed to be carried back by the Housing Authority; 2. Net present value of annual subsidy contributions from the developer to the Nutrition Center over a 55-year period; 3. Net present value of Seller Note repayments to the Housing Authority; and 4. Net present value of other annual contributions provided to the Housing Authority from project cash flow over 55 years. The ranking and points awarded do not take into consideration the possibility that 4% tax credits and tax-exempt bonds may no longer be available after December 31, 2017. Rank Developer Points (1) Financial Proposal (2) Kimball Morgan Developer Response (3) KMA Adjusted Pro Forma (4) #1 Community HousingWorks 90 pts. 85 pts. $67.0 M $62.6 M #2 Chelsea Investment 85 pts. 85 pts. $70.0 M $60.9 M Corporation #3 MK Community Partners 75 pts. 75 pts. $52.2 M $54.1 M #4 BRIDGE Housing 70 pts. 70 pts. $27.4 M $38.0 M (1) See Summary Table 1, Selection Criteria Scoring Sheet, attached. (2) Reflects upfront cash payment and present value of annual contributions (i.e., payment to Nutrition Center, repayment of seller note, and other cash flow to the Housing Authority) for Kimball Tower and Morgan Towers combined. See Summary Tables 2 and 3, attached. (3) Based on RFP response submitted by developer; see Section III. (4) Reflects pro formas adjustments made by KMA related to acquisition costs, rehabilitation costs, and monthly rent; see Section IV. As shown above, Community HousingWorks ranked #1, receiving the highest number of points. The CHW proposal was projected to provide the highest financial return to the Housing Authority at $62.6 M based on the KMA adjusted pro forma. This was followed by #2 ranked Chelsea Investment Corporation, estimated to provide the Housing Authority with a return of $60.9 M; #3 ranked MK Community Partners with a Housing Authority financial return of $54.1 M; and #4 ranked BRIDGE Housing with a financial return to the Housing Authority of $38.0 M. 17122ka) 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 6 It is important to note that the financial proposal figures shown above in either the "Developer Response" column or the "KMA Adjusted Pro Forma" column do not represent the ultimate outcome of any transaction that the Housing Authority may enter with a selected developer. Rather, there are a series of variables yet to be determined (e.g., scope of cost of rehabilitation, appraised acquisition costs, and achievable fair market rent, etc.) that will influence the final financial outcomes for the Towers. III. DEVELOPER FINANCIAL PROPOSALS The RFP required each team to submit a financial proposal and pro forma using the KMA pro forma template. Each developer's pro forma is summarized in a side -by -side comparison format in Attachment A, and includes the following: • Table 1: Development Costs — Estimates the costs incurred by the developer to acquire and rehabilitate the Towers. • Table 2: Net Operating Income (NOI) — Estimate of stabilized NOI generated by each Tower from monthly rental income and other income (i.e., laundry/vending); less operating expenses. • Table 3: Estimate of Seller Note — Calculated as the difference between achievable sources of funds and total development costs, as illustrated below: Estimate of Seller Note Sources of Funds: • Permanent Loan • Tax Credit Equity Investment • Deferred Developer Fee • General Partner Equity Contribution • Income During Construction • Other Funding Sources Total Development Costs Including Acquisition Seller Note • Table 4: Cash Proceeds to the Housing Authority — Upfront cash paid to the Housing Authority. Estimated as the purchase price proposed by each developer less the seller note. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 7 A. Key Terms and Assumptions in Developers' Pro Formas and Financial Proposals KMA reviewed the financial proposals and pro formas submitted by each development team for each Tower. An overview of key assumptions used in each developer's financial pro proposal is presented below. The following does not reflect a complete itemization of all inputs and assumptions assumed by each development team. (1) BRIDGE Housing Kimball Tower: 1. Ground lease term of 65 years with two 10-year options (total of 85 years). 2. Annual ground lease payment of $237,500 per year (escalating at 2.5% per year) for potential use toward Nutrition Center. 3. Acquisition costs of $143,000 per unit or $21.8 M total. 4. Monthly rent of $1,194 for 150 units based on National City's Payment Standard Voucher of $1,235 less a $41 utility allowance. 5. Operating expenses1 of $6,288 per unit per year. 6. Refinancing with a tax-exempt bond at 5.41% interest for 35 years; and 4% tax credits with an estimated price of $0.96. 7. Total developer fee of $5.1 M. 8. General Partner equity contribution of $3.6 M. 9. Seller Note totaling $13.6 M. 10. 50% of residual receipts paid to the Housing Authority beginning in Year 1 for repayment of the Seller Note. 11. Projected repayment of Seller Note in Year 55. 1 Excludes replacement reserves, property taxes, service amenities, affordable housing monitoring fee, issuer's fee, and annual contribution toward Nutrition Center. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Morgan Tower: Attachment No. 2 November 28, 2017 Page 8 1. Ground lease term of 65 years with two 10-year options (total of 85 years). 2. Annual ground lease payment of $237,500 per year (escalating at 2.5% per year) for potential use toward Nutrition Center. 3. Acquisition costs of $152,000 per unit or $23.0 M total. 4. Monthly rent of $1,194 on 150 units based on National City's Payment Standard Voucher of $1,235 Tess a $41 utility allowance. 5. Operating expenses' of $6,336 per unit per year. 6. Refinancing with a tax-exempt bond at 5.41% interest for 35 years; and 4% tax credits with an estimated price of $0.96. 7. Total developer fee of $5.2 M. 8. General Partner equity contribution of $3.7 M. 9. Seller Note totaling $14.4 M. 10. 50% of residual receipts paid to the Housing Authority beginning in Year 1 for repayment of the Seller Note. 11. Projected repayment of Seller Note in Year 55. (2) Chelsea Investment Corporation Kimball Tower: 1. Ground lease term of 65 years. 2. $3.0 M pre -paid ground lease payment. 3. Acquisition costs of $207,000 per unit or $34.1 million total. 4. Monthly rent of $1,500 on 150 units based on a value analysis conducted by Lea & Company. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 9 5. Operating expenses' of $4,911 per unit per year. 6. $237,500 annual contribution to Nutrition Center (escalating at 2.5% per year). 7. Refinancing with a tax-exempt bond at 4.0% interest for 40 years; and 4% tax credits with an estimated price of $1.05. 8. Total developer fee of $6.6 M. 9. Deferred developer fee and General Partner equity contribution totaling $4.1 M. 10. 50% of residual receipts paid to the Housing Authority beginning in Year 1 for repayment of the Seller Note. 11. Projected repayment of Seller Note in Year 19. Morgan Tower: 1. Ground lease term of 65 years. 2. $3.0 M pre -paid ground lease payment. 3. Acquisition costs of $217,000 per unit or $32.7 million total. 4. Monthly rent of $1,500 on 150 units based on a value analysis conducted by Lea & Company. 5. Operating expenses' of $4,900 per unit per year. 6. $237,500 annual contribution to Nutrition Center (escalating at 2.5% per year). 7. Refinancing with a tax-exempt bond at 4.0% interest for 40 years; and 4% tax credits with an estimated price of $1.05. 8. Total developer fee of $6.7 M. 9. Deferred developer fee and General Partner equity contribution totaling $4.2 M. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 10 10. 50% of residual receipts paid to the Housing Authority beginning in Year 1 for repayment of the Seller Note. 11. Projected repayment of Seller Note in Year 21. (3) Community HousingWorks Kimball Tower: 1. Ground lease term of 99 years, including extensions. 2. Ground lease payment of 50% of residual receipts after repayment of Seller Note. 3. Acquisition costs of $218,000 per unit or $33.1 million total. 4. Monthly rent of $1,301 on 150 units based on National City's Fair Market Rent of $1,342 less $41 utility allowance. 5. Operating expenses' of $4,600 per unit per year. 6. Refinancing with a tax-exempt bond at 4.5% interest for 35 years; and 4% tax credits with an estimated price of $1.03. 7. Total developer fee of $6.6 M. 8. General Partner equity contribution totaling $4.1 M. 9. 50% of residual receipts paid to the Housing Authority beginning in Year 1 for repayment of the Seller Note. 10. Projected repayment of Seller Note in Year 33. Morgan Tower: 1. Ground lease term of 99 years, including extensions. 2. Ground lease payment of 50% of residual receipts after repayment of Seller Note. 3. Acquisition costs of $230,000 per unit or $34.7 million total. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 11 4. Monthly rent of $1,342 on 150 units based on National City's Fair Market Rent. 5. Operating expenses 1 of $4,600 per unit per year. 6. $475,000 annual contribution to Nutrition Center (escalating at 3.5% per year). 7. Refinancing with conventional financing at 5.6% interest for 35 years; and 9% tax credits (in the At - Risk Set -Aside) with an estimated price of $1.02. 8. Total developer fee of $2.0 M. 9. 50% of residual receipts paid to the Housing Authority beginning in Year 1 for repayment of the Seller Note. 10. Projected repayment of Seller Note in Year 55. (4) MK Community Partners Kimball Tower: 1. Ground lease term of 99 years. 2. Ground lease payment of $100 per year. 3. Acquisition costs of $127,000 per unit or $19.3 M total. The Housing Authority has an option to repurchase improvements for $1.00 at end of compliance period. 4. Monthly rent of $1,342 on 150 units based on National City's Fair Market Rent. 5. Operating expenses' of $5,364 per unit per year. 6. Funding for Nutrition Center paid by the Housing Authority from $19.3 M acquisition proceeds and/or the Housing Authority portion of project cash flow. 7. Refinancing with a tax-exempt bond at 4.75% interest for 35 years; and 4% tax credits with an estimated price of $0.98. 8. Total developer fee at $4.7 M. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 12 9. Deferred developer fee totaling $3.0 M. 10. 20% of deferred developer fee payments and 100% of residual receipts after repayment of deferred developer fee paid to the Housing Authority. Morgan Tower: 1. Ground lease term of 99 years. 2. Ground lease payment of $100 per year. 3. Acquisition costs of $127,000 per unit or $19.3 M total. The Housing Authority has an option to repurchase improvements for $1.00 at end of compliance period. 4. Monthly rent on 148 units based on National City's Fair Market Rent of $1,342; three non -HAP units with a monthly rent of $811. 5. Operating expenses' of $5,294 per unit per year at Morgan Tower. 6. Funding for Nutrition Center paid by the Housing Authority from $19.3 M acquisition proceeds and/or the Housing Authority portion of project cash flow. 7. Refinancing with a tax-exempt bond at 4.75% interest for 35 years; and 4% tax credits with an estimated price of $0.98. 8. Total developer fee at $4.7 M. 9. Deferred developer fee totaling $3.0 M. 10. 20% of deferred developer fee payments and 100% of residual receipts after repayment of deferred developer fee paid to the Housing Authority. B. Seller Note Based on the above assumptions, KMA calculated the Seller Note requested of the Housing Authority as identified in the developer's proposals. As indicated above, the Seller Note is calculated as the difference between sources of funds and total development costs, as follows: 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 13 Estimate of Total Seller Note (1) Developer Proposals BRIDGE CIC CHW MK Community Partners I. Sources of Funds Permanent Loan $20.0 M $50.9 M $34.6 M $41.8 M Tax Credits $27.1 M $38.5 M $42.4 M $25.1 M Developer Equity (2) $7.3 M $8.3 M $4.1 M $6.1 M Other $1.8 M $8.5 M $6.2 M $0.0 M Total Sources of Funds $56.2 M $106.2 M $87.3 M $73.0 M II. Development Costs ($84.2) M ($112.6) M ($101.4) M ($73.5) M III. Seller Note ($28.0) M ($6.4) M ($14.1) M ($0.5) M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Includes both deferred developer fee and General Partner equity contribution. C. Total Value to the Housing Authority For each developer proposal, KMA estimated the financial return to the Housing Authority. As indicated above, the Housing Authority's financial return was assumed to include upfront proceeds paid to the Housing Authority (i.e., proposed purchase price less the Housing Authority Seller Note) and the present value of annual contributions to the Housing Authority for the Nutrition Center, repayment of the Seller Note, and other cash flow, as follows: Estimated Total Value to the Housing Authority (1) Developer Proposals BRIDGE CIC CHW MK Community Partners I. Purchase Price $44.7 M $64.1 M $67.8 M $38.5 M II. (Less) Seller Note ($28.0) M ($6.4) M ($14.1) M ($0.5) M III. Upfront Cash Proceeds to the Housing Authority $16.8 M $57.7 M $53.7 M $38.0 M IV. Present Value of Annual Contributions (2) $10.6 M $12.3 M $13.4 M $13.7 M V. Total Value to the Housing Authority $27.4 M $70.0 M $67.1 M $51.7 M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Reflects present value of annual contributions to Nutrition Center, repayment of seller note, and other cash flow to the Housing Authority. Assumes discount rate of 8.0% for contributions toward Nutrition Center and 10% for repayment of Seller Note and/or cash flow to the Housing Authority. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City IV. KMA ADJUSTED PRO FORMAS Attachment No. 2 November 28, 2017 Page 14 During the RFP response period, the developers were provided an opportunity to submit questions to KMA seeking clarification or additional information regarding information contained in the RFP. Each question and KMA response were circulated to all development teams. Attachment C presents a list of the questions and responses provided to the developers. In particular, developers were provided guidance regarding the rehabilitation budget and monthly rent assumption to use in their pro forma submittal, as follows: • Rehabilitation Costs: For proposal purposes, each respondent shall assume a rehabilitation budget allowance of $55,000 per unit. This figure is assumed to include contract overhead fee, general conditions, and contractor contingency. Figure does NOT include FF&E/amenities and owner contingency. • Monthly Rent: Respondents are to use the current Fair Market Rents (FMR) that are found on the Housing Authority's utility allowance schedule. The current monthly utility allowance paid by tenants totals $41 per month. KMA found that some developers adjusted these directive assumptions based on input from third parties and/or other factors. In addition, the developers' estimates for the Tower's acquisition costs varied greatly. As such, in order to better understand the overall project feasibility and soundness of each team's financing plan, KMA adjusted the developer's pro formas by equalizing three items, as follows: 1. Acquisition Costs — Assumed at $200,000 per unit for each tower (or $60.6 M for both Towers combined). This represents the approximate mid -range estimate of acquisition costs assumed by the developers. KMA understands that the ultimate acquisition costs will be determined by an appraiser, subject to review/approval by the Housing Authority and other lenders partners proposed for the Towers. 2. Building Rehabilitation Costs — Assumed at $55,000 per unit inclusive of prevailing wages. Actual building rehabilitation costs will be determined based on the final scope and costs estimates proposed for the Towers. 3. Monthly Rent — Assumed at $1,301 reflecting Fair Market Rent of $1,342 less a $41 utility allowance. It is anticipated that the ultimate final monthly rent will be determined based on the Towers' achievable Fair Market Rents as determined by HUD. 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 15 Based on these adjustments, KMA re -ran each developer's pro forma recalibrating estimates of contingency, developer fee, indirect costs, financing cost, and tax credit eligible basis. KMA held constant each developer's assumed permanent loan and tax credit underwriting assumptions, operating expense budget, and other sources of funds. The KMA adjusted pro formas are presented in Attachment B. The revised estimate of seller note for each developer are shown below: Estimate of Total Seller Note (1) KMA Adjusted Pro Formas BRIDGE CIC CHW MK Community Partners I. Sources of Funds Permanent Loan $25.0 M $39.1 M $33.6 M $39.3 M Tax Credits $31.8 M $35.5 M $41.6 M $31.3 M Developer Equity (2) $9.3 M $8.0 M $4.1 M $8.4 M Other $1.8 M $8.6 M $6.2 M $0.0 M Total Sources of Funds $67.9 M $91.0 M $85.5 M $79.0 M II. Development Costs ($102.0) M ($103.1) M ($96.7) M ($98.5) M III. Seller Note ($34.1 M) ($12.0) M ($11.2) M ($19.5) M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Includes both deferred developer fee and General Partner equity contribution. The revised estimate of value to the Housing Authority based on the KMA adjusted pro formas are shown below: 17122ka1 16104.011.001 Mr. Alfredo Ybarra Housing & Economic Development, City of National City Attachment No. 2 November 28, 2017 Page 16 Estimate of Total Value to the Housing Authority (1) KMA Adjusted Pro Formas BRIDGE CIC CHW MK Community Partners I. Purchase Price $60.6 M $60.6 M $60.6 M $60.6 M II. (Less) Seller Note ($34.1 M) ($12.0) M ($11.2) M ($19.5) M III. Upfront Cash Proceeds to the Housing Authority $26.5 M $48.6 M $49.4 M $41.1 M IV. Present Value of Annual Contributions (2) $11.5 M $12.3 M $13.1 M $13.0 M V. Total Value to the Housing Authority $38.0 M $60.9 M $62.6 M $54.1 M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Reflects present value of annual contributions to Nutrition Center, repayment of seller note, and other cash flow to the Housing Authority. Assumes discount rate of 8.0% for contributions toward Nutrition Center and 10% for repayment of Seller Note and/or cash flow to the Housing Authority. As shown above, the KMA adjusted pro formas resulted in increasing the estimate of total value to the HA for both BRIDGE and MK Community Partners, and decreased values to the Housing Authority for CIC and CHW. V. LIMITING CONDITIONS 1. Keyser Marston Associates, Inc. (KMA) has made extensive efforts to confirm the accuracy and timeliness of the information contained in this document. Such information was compiled from a variety of sources deemed to be reliable including state and local government, planning agencies, real estate brokers, and other third parties. Although KMA believes all information in this document is correct, it does not guarantee the accuracy of such and assumes no responsibility for inaccuracies in the information provided by third parties. Further, no guarantee is made as to the possible effect on development of current or future federal, state, or local legislation. 2. The accompanying projections and analyses are based on estimates and assumptions which were developed using currently available economic data, project specific data, and other relevant information. It is the nature of forecasting, however, that some assumptions may not materialize and unanticipated events and circumstances may occur. Such changes are likely to be material to the projections and conclusions herein and, if they occur, require review or revision of this document. attachments 17122ka1 16104.011.001 Attachment No. 2 KIMBALL AND MORGAN SENIOR TOWERS REQUEST FOR PROPOSALS CITY OF NATIONAL CITY KEYSER MARSTON ASSOCIATES. Page 17 SUMMARY TABLE 1 SELECTION CRITERIA SCORING SHEET KIMBALL AND MORGAN TOWERS RFP CITY OF NATIONAL CITY Maximum Score 1. Development Program Summary BRIDGE Housing Chelsea Investment Corporation Kimball Morgan Kimball 4% Tax Credits 4% Tax Credits 4% Tax Credits a. The Project Proposal incorporates the necessary elements for efficient operation of an affordable housing complex and rehabilitation of the Towers. b. The Project Proposal assumes full property renovation and rehabilitation including energy efficient improvements, technology upgrades, upgraded building systems, and property/residential improvements. 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. 2. Depth of Affordability a The Project Proposal extends affordability covenants as long as feasible and the useful life of improvements for at least 20 years. b. The Project Proposal maintains deep levels of affordability for existing and future tenants. 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 20 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 1 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 3. Overall Project Feasibility a The financial pro forma contains valid assumptions and estimates within reasonable range of industry standards. b. The Project Proposal demonstrates long-term economic sustainability. c. The Project Proposal provides for a financial return to the Housing Authority. 15 15 BRIDGE's operating budget and underwriting assumptions appear conservative; the KMA adjusted pro forma yields increased the financial return from $13.5 M to $19.0 M, still the lowest return to the Housing Authority. BRIDGE's operating budget and underwriting assumptions appear conservative; the KMA adjusted pro forma yields increased the financial return to the Housing Authority from $13.9 M to $19.0 M, still the lowest return to the Housing Authority. 25 CIC's financial proposal reflects the highest financial return to Housing Authority; however, CIC's pro forma assumptions appear overly optimistic; the KMA adjusted pro forma yields reduced financial return to Housing Authority from $34.5 M to $30.4 M. 25 CIC's financial proposal reflects the highest financial return to the Housing Authority; however, CIC's pro forma assumptions appear overly optimistic; KMA adjusted pro forma yields reduced financial return to Housing Authority from $35.5 M to $30.6 M. 4. Soundness of Financing Plan a The financing plan is reasonable and achievable to enable p oject completion in a timely manner. b The financing plan provides a realistic timeline for securing financing. c The Development Team demonstrated successful experience with similar Financing Plans on comparable projects. 15 Funding sources proposed are conservative, not likely to delay timing. Timeline for completion of Project and securing financing appears reasonable. 15 Funding sources proposed are conservative, not likely to delay timing. Timeline for completion of Project and securing financing appears reasonable. 20 Funding sources proposed are reasonable. Timeline for completion of Project appears reasonable; delay in timeline may occur if unable to secure financing for various funding sources assumed at the levels proposed. 20 Funding sources proposed are reasonable. Timeline for completion of Project appears reasonable; delay in timeline may occur if unable to secure financing for various funding sources assumed at the levels proposed. TOTAL POINTS SCORED 100 70 70 85 85 Prepared by: Keyser Marston Associ tes, Inc. Filename: National City\National City Developer Evaluation Matrix_v3;11/28/2017;ema Page 18 Z ON luewgoelid SUMMARY TABLE 1 SELECTION CRITERIA SCORING SHEET KIMBALL AND MORGAN TOWERS RFP CITY OF NATIONAL CITY aximum ' Scor .. _ • Community HousingWorks Kimball 4% Tax Credits MK Community Kimball 4% Tax Credits Partners Morgan 4% Tax Credits Morgan 9% Tax Credits 1. Development Program Summary a. The Project Proposal incorporates the necessary elements b. The Project Proposal assumes full property renovation and 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. for efficient operation of an affordable housing complex and rehabilitation including energy efficient improvements, technology 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. rehabilitation of the Towers. upgrades, upgraded building systems, and property/residential 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. improvements. 20 Respondents were instructed to assume a rehabilitation cost estimate of $55,000 per unit. Actual scope of rehabilitation and corresponding budget have not yet been determined. 2. Depth of Affordability a. The Project Proposal extends affordability covenants as long as feasible and the useful life of improvements for at least b. The Project Proposal maintains deep levels of affordability for existing and future tenants. 20 years. 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 20 Proposals extends affordability covenants and useful life of improvements; deep levels of affordability are maintained for existing and future tenants. 3. Overall Project Feasibility a. The financial pro forma contains valid assumptions and e b. The Project Proposal demonstrates long-term economic c. The Project Proposal provides for a financial return to the 30 Financial pro forma assumptions generally reasonable; CHW's estimate of operating expenses appear overly optimistic; KMA adjusted pro forma yields reduced CHW's estimate of financial return from $29.7 M to $27.3 M. timates within reasonable range of industry standards. sustainability. Housing Authority. 30 Financial pro forma assumptions generally reasonable; CHW's estimate of operating expenses appear overly optimistic; KMA adjusted pro forma yields reduced CHW's estimate of financial return from $37.3 M to $35.2 M. 20 Development cost assumptions appear overly optimistic; KMA adjusted pro forma yields increased MK's estimate of financial return from $25.9 M to $27.3 M. 20 Development cost assumptions appear overly optimistic; KMA adjusted pro forma yields increased MK's estimate of financial return from $26.3 M to $27.3 M. 4. Soundness of Financing Plan a. The financing plan is reasonable and achievable to enable b. The financing plan provides a realistic timeline for securing c. The Development Team demonstrated successful experience 20 Funding sources proposed are reasonable. Timeline for completion of Project appears reasonable; delay in timeline may occur if unable to secure financing at the levels proposed. project completion in a timely manner. financing. with similar Financing Plans on comparable projects. 15 Funding sources proposed are reasonable. Timeline for completion of Project appears reasonable; delay in timeline may occur if unable to secure financing for various funding sources at the levels proposed; development may be delayed if need to compete for 15 Funding sources proposed are conservative, not likely to delay timeline. Timeline for completion of Project appears optimistic. 15 Funding sources proposed are conservative, not likely to delay timeline. Timeline for completion of Project appears optimistic. TOTAL POINTS SCORED 100 90 multiple rounds of 9% tax credits. 85 75 75 Prepared by: Keyser Marston Associates, Inc. Filename: National City \National City Developer Evaluation Matrlx_v3;11/28/2017;ema Page 19 Z oN TUOWLPell`d KIMBALL AND MORGAN TOWERS COMBINED SUMMARY TABLE 2 DEVELOPER FINANCIAL PROPOSAL KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY I. Developer Financial Proposal BRIDGE Housing Chelsea Investment Corporation Community HousingWorks (CHW) MK Community Partners (RAHD Group) A. Ground Lease Term: 65 Years with two 10-year options 65 Years 99 years (including extensions) 99 years Payments: $475,000/year escalating at 2.5%/year 'i6.0 M pre -paid ground lease 50% of Residual Receipts after repayment of Seller Note $100/ year B. Acquisition Price $44.7 M $58.1 M $67.8 M (il $38.5 M (before Seller Note) $148,000 per unit $192,000 per unit $224,000 per unit • The Housing Authority has option to repurchase improvements for $1.00 at end of C. Seller Note $28.0 M $6.4 M $14.1 M • No Seller Note $92,000 per unit $21,000 per unit $47,000 per unit D. Funding of Nutrition Center • Proposes ground lease payments be used for Nutrition Center • $475,000/year escalating at 2.5%/year • $475,000/year escalating at 3.5%/year • Paid by the Housing Authority from $38.5 M acquisition proceeds and/or the Housing Authority portion of project cash flow E. Annual Cash Flow to the Housing Authority • 50% of residual receipts to the Housing Authority beginning in Year 1 for repayment • 50% of residual receipts to the Housing Authority beginning in Year 1 for repayment of • 50% of residual receipts to the Housing Authority beginning in Year 1 for • 20% of deferred developer fee payments to the Housing Authority of Seller Note Seller Note repayment of Seller Note • 100% of cash flow after repayment of deferred developer fee II. Total Payments to the Housing Authority A. Upfront Cash Payment $16,761,000 $57,697,000 $53,659,000 $37,999,000 Per Unit $55,000 5190,000 9177,000 $125,000 B. Present Value of Annual Contributions Payments to Nutrition Center $8,800,000 (2) $8,800,000 (3) $10,303,000 (3) $0 (4) Payment to the Housing Authority Seller Note $1,801,000 (5)(6) $3,462,000 (s) $3,051,000 (5)(6) $0 Other Cash Flow to the Housing Authority $14,160,000 (7) Total Annual Contributions $10,601,000 $12,262,000 $13,354,000 $14,160,000 C. Total Value to the Housing Authority $27,362,000 $69,959,000 $67,013,000 $52,159,000 Per Unit $90,000 $231,000 $221,000 $172,000 (1) Includes transfer of tenant deposits. (2) Present value of ground lease payments at Year 1 assuming an 8.0% discount rate. BRIDGE Housing proposes ground lease payments be used to fund Nutrition Center operations. (3) Present value of annual Nutrition Center Services Fee at Year 1 assuming an 8.0% discount rate. (4) MK Community Partners proposes funding for the Nutrition Center be paid by the Housing Authority from $38.5 M acquisition proceeds and/or Housing Authority portion of project cash flow. Prepared by: Keyser Marston Associates, Inc. Filename \National City Developer Evaluation Matrix_v3;11/28/2017;lag (5) Present value of Seller Note payments at Year 1 assuming a 10.0% discount rate. (6) Includes present value of repayment of outstanding balance at Year 55. (7) Includes proposed allocation of 20% of deferred developer fee and 100% of project cash flow to the Housing Authority. Reflects net present value at Year 1 assuming a 10.0% discount rate. Page 20 Z oN lUOWgOeli`d SUMMARY TABLE 3 TOTAL PAYMENTS TO CITY KIMBALL AND MORGAN TOWERS RFP CITY OF NATIONAL CITY KIMBALL AND MORGAN TOWERS CC NED KMA ADJUSTED PRO FORMAS Total Payments to Housing Authority BRIDGE Housing Chelsea Investment Corporation Community HousingWorks (CHW) MK Community Partners (RAHD Group) A. Upfront Cash Payment $26,481,000 $48,579,000 $49,418,000 $41,124,000 Per Unit $87,000 $160,000 $163,000 $136,000 B. Present Value of Annual Contributions Payments to Nutrition Center $8,800,000 (1) $8,800,000 (2) $10,303,000 (2) $0 (3) Payment to Housing Authority Seller Note $2,746,000 (4)(s) $3,535,000 (4) $2,839,000 (4)(s) $0 Other Cash Flow to Housing Authority $13,014,000 (6) Total Annual Contributions $11,546,000 $12,335,000 $13,142,000 $13,014,000 C. Total Value to Housing Authority $38,027,000 $60,914,000 $62,560,000 $54,138,000 Per Unit $126,000 $201,000 $206,000 $179,000 (1) Present value of ground lease payments at Year 1 assuming an 8.0% discount rate. BRIDGE Housing proposes ground lease payments be used to fund Nutrition Center operations. (2) Present value of annual Nutrition Center Services Fee at Year 1 assuming an 8.0% discount rate. (3) MK Community Partners proposes funding for the Nutrition Center be paid from acquisition proceeds and/or Housing Authority portion of project cash flow. (4) Present value of Seller Note payments at Year 1 assuming a 10.0% discount rate. (5) Includes present value of repayment of outstanding balance at Year 55. (6) Includes proposed allocation of 20% of deferred developer fee and 100% of project cash flow to Housing Authority. Reflects net present value at Year 1 assuming a 10.0% discount rate. Prepared by: Keyser Marston Associates, Inc. Filename i:\National City Developer Evaluation Matrix_v3_Adjusted Pro formas;11/28/2017;lag Page 21 Z oN luawyaelld Attachment No. 2 Attachment A Kimball / Morgan RFP Developer Pro Formas Page 22 DEVELOPEL.FORMAS TABLE A-1 DEVELOPMENT COSTS KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY BRIDGE Housing Kimball 4% Tax Credits Morgan 4% Tax Credits Chelsea Investment Corporation Kimball 4% Tax Credits Number of Units One Bedroom Manager's Unit Total Number of Units 150 2 152 Units Units Units 150 1 151 Units Units Units 150 2 152 Units Units Units 150 1 151 Units Units Units Total (1) Per Unit Total (1) Per Unit Total (1) Per Unit Total (1) Per Unit I. Direct Costs On-Sites/Off-Sites, Remediation, Parking $0 incl below $0 incl below $0 $0 $0 $0 Building Rehabilitation - Residential $8,360,000 $55,000 $8,305,000 $55,000 $10,032,000 $66,000 $9,966,000 $66,000 Building Rehabilitation - Nutrition Center $0 $0 $0 Incl. above $0 $0 $0 Incl. above Amenities/FF&E $100,000 $658 $150,000 $993 $400,000 $2,632 $337,500 $2,235 Contingency $1,254,000 15% $1,245,750 15% $1,003,200 10% $996,600 ° 10% Total Direct Costs $9,714,000 $63,908 $9,700,750 $64,243 $11,435,200 $75,232 $11,300,100 $74,835 II. Indirect Costs Indirect Costs $2,332,000 $15,342 $2,334,500 $15,460 $2,315,240 $15,232 $2,091,208 $13,849 Developer Fee $5,050,575 $33,227 $5,228,327 $34,625 $6,588,200 $43,343 $6,725,217 $44,538 Total Indirect Costs $7,382,575 $48,570 $7,562,827 $50,085 $8,903,440 $58,575 $8,816,425 $58,387 III. Financing Costs $2,525,760 $16,617 $2,577,828 $17,072 $4,369,675 $28,748 $3,666,672 $24,283 IV. Total Development Costs Excluding Acquisition $19,622,335 $129,094 $19,841,405 $131,400 $24,708,315 $162,555 $23,783,197 $157,505 V. Acquisition Costs Land $1,087,720 $7,156 $1,148,810 $7,608 $3,000,000 $19,737 $3,000,000 $19,868 Building $20,666,680 $135,965 $21,827,390 $144,552 $28,400,000 $186,842 $29,700,000 $196,689 Total Acquisition Costs $21,754,400 $143,121 $22,976,200 $152,160 $31,400,000 $206,579 $32,700,000 $216,556 VI. Total Development Costs Incl. Acquisition $41,376,735 $272,215 $42,817,605 $283,560 $56,108,315 $369,134 $56,483,197 $374,061 Or Say (Rounded) $41,377,000 $42,818,000 $56,108,000 $56,483,000 (1) Includes the payment of prevailing wages. (2) Excludes the payment of prevailing wages. Prepared by: Keyser Marston Associates, Inc. Filename: National City\National City Developer Evaluation Matrix_v3\11/28/2017; ema Page 23 Z oN TUeWqpeHV DEVELOPER PRO FORMAS TABLE A-1 DEVELOPMENT COSTS KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Community HousingWorks Kimball 4% Tax Credits Morgan 9% Tax Credits MK Community Partners Kimball 4% Tax Credits Morgan 4% Tax Credits Number of Units One Bedroom Manager's Unit Total Number of Units 150 2 152 Units Units Units 150 1 151 Units Units Units 150 2 152 Units Units Units 150 1 151 Units Units Units Total (2) Per Unit Total (2) Per Unit Total (1) Per Unit Total (1) Per Unit I. Direct Costs On-Sites/Off-Sites, Remediation, Parking $467,834 $3,078 $467,834 $3,098 $275,000 $1,809 $275,000 $1,821 Building Rehabilitation - Residential $7,132,167 $46,922 $7,082,166 $46,902 $7,932,500 $52,188 $7,932,500 $52,533 Building Rehabilitation - Nutrition Center $0 $0 $0 $0 $0 $0 $500,000 $3,311 Amenities/FF&E $75,000 $493 $75,000 $497 $125,000 $822 $125,000 $828 Contingency $760,000 10% $755,000 10% $777,256 9% $777,256 9% Total Direct Costs $8,435,001 $55,493 $8,380,000 $55,497 $9,109,756 $59,933 $9,609,756 $63,641 II. Indirect Costs Indirect Costs $1,477,836 $9,723 $1,454,179 $9,630 $2,459,222 $16,179 $2,459,222 $16,286 Developer Fee $6,606,733 $43,465 $2,000,000 $13,245 $4,661,247 $30,666 $4,661,247 $30,869 Total Indirect Costs $8,084,569 $53,188 $3,454,179 $22,875 $7,120,469 $46,845 $7,120,469 $47,155 III. Financing Costs $2,675,427 $17,601 $2,620,262 $17,353 $1,007,286 $6,627 $1,007,286 $6,671 IV. Total Development Costs Excluding Acquisition $19,194,997 $126,283 $14,454,441 $95,725 $17,237,511 $113,405 $17,737,511 $117,467 V. Acquisition Costs Land $0 $0 $0 $0 $0 $0 $0 $0 Building $33,100,000 $217,763 $34,700,000 $229,801 $19,250,000 $126,645 $19,250,000 $127,483 Total Acquisition Costs $33,100,000 $217,763 $34,700,000 $229,801 $19,250,000 $126,645 $19,250,000 $127,483 VI. Total Development Costs Incl. Acquisition $52,294,997 $344,046 $49,154,441 $325,526 $36,487,511 $240,049 $36,987,511 $244,950 Or Say (Rounded) $52,295,000 $49,154,000 $36,488,000 $36,988,000 (1) Includes the payment of prevailing wages. (2) Excludes the payment of prevailing wages. Prepared by: Keyser Marston Associates, Inc. Filen< tional City\National City Developer Evaluation Matrix_v3\11/28/2017; ema Pa--1A Z oN luewpeTTV TABLE A-2 NET OPERATING INCOME KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball Tower - 150 tenant based vouchers Morgan Tower - 148 project based vouchers (expiring in 2018) DEVELOPER PRO FORMAS Fair Market Rent Payment Standard Voucher 1 Bedroom $1,342 $1,235 Kimball 4% Tax Credits BRIDGE Housing Morgan 4% Tax Credits Kimball 4% Tax Credits Chelsea Investment Corporation I. II. III. IV. V. Residential Income 30% AMI 50% AMI N/A Manager Total Residential Income Add: Other Income Gross Scheduled Income (Less) Vacancy Effective Gross Income Operating Expenses (Less) Operating Expenses (Less) Service Amenities (Less) Other Total Operating Expenses Net Operating Income (Less) Services Fee to Nutrition Center # Units Monthly Rent (1) Annual GSI # Units Monthly Rent Annual GSI # Units Monthly Rent (2) Annual GSI # Units Monthly Rent (2) Annual GSI 0 $0 150 $1,194 0 $0 2 $1,1 152 $1,178 $4 /Unit/Month 5.0% of GSI $6,288 /Unit/Year $362 /Unit/Year $448 /Unit/Year $7,098 /Unit/Year 53% or EGI $0 $2,149,200 $0 LI $2,149,200 $7,029 $2,156,229 ($107,811) 0 $0 150 $1,194 (1) 0 $0 1 151 $1,186 $4 /Unit/Month 5.0% of GSI $6,336 /Unit/Year $364 /Unit/Year $449 /Unit/Year 57,149 /Unit/Year 53% or EGI $0 $2,149,200 $0 $2,149,200 $7,405 $2,156,605 ($107,830) 150 $1,500 0 $0 0 $0 2 152 $1,480 $4 /Unit/Month 5.0% of GSI $4,911 /Unit/Year 5342 /Unit/Year 5474 /Unit/Year $5,730 /Unit/Year 34% or EGI $2,700,000 $0 $0 $2,700,000 $7,296 150 $1,500 0 $0 0 $0 1 151 $1,490 $4 /Unit/Month 5.0% of GSI $4,900 /Unit/Year $344 /Unit/Year $475 /Unit/Year $5,720 /Unit/Year 34% or EGI $2,700,000 $0 $0 $2,700,000 $7,248 $2,707,296 ($135,365) $2,707,248 ($135,362) $2,048,418 ($955,800) ($55,000) ($68,100) $2,048,775 ($956,700) ($55,000) ($67,800) $2,571,931 ($746,453) ($52,000) ($72,100) $2,571,886 (5739,874) ($52,000) ($71,800) ($1,078,900) $969,518 ($237,500) (s) ($1,079,500) $969,275 ($237,500) (s) ($870,553) $1,701,378 ($237,500) ($863,674) $1,708,212 ($237,500) VI. NOI After Nutrition Center Fees Or Say (Rounded) $732,018 $732,000 $731,775 $732,000 $1,463,878 $1,464,000 $1,470,712 $1,471,000 (1) Reflects payment standard voucher less utility allowance ($41). (2) Reflects post renovated Fair Market Rents based on value analysis prepared by Lea & Company, August 25, 2017. Prepared by: Keyser Marston Associates, Inc. Filename: National City\National City Developer Evaluation Matrix_v3\11/28/2017; ema (4) Reflects fair market rent (gross). (5) Reflects ground lease payment proposed for use toward Nutrition Center. Page 25 oN luawg0e1l`d TABLE A-2 NET OPERATING INCOME KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball Tower - 150 tenant based vouchers Morgan Tower - 148 project based vouchers (expiring in 2018) DEVELOPER PRO FORMAS Fair Market Rent Payment Standard Voucher 1 Bedroom $1,342 $1,235 Community HousingWorks Kimball 4% Tax Credits Morgan 9% Tax Credits Kimball 4% Tax Credits MK Community Partners Morgan 4% Tax Credits I. Residential Income # Units Monthly Rent Annual GSI # Units Monthly Rent Annual GSI 0 Units Monthly Rent Annual G51 # Units Monthly Rent Annual GSI 30% AMI 75 $1,301 (3) $1,170,900 30 $1,342 (4) $483,120 0 $0 $0 2 $811 $19,464 50% AMI 75 $1,301 (3) $1,170,900 105 $1,342 (4) $1,690,920 150 $1,342 (4) $2,415,600 148 $1,342 (4) $2,383,392 N/A 0 $0 $0 15 $1,342 (4) $241,560 0 $0 $0 0 $0 $0 Manager 2 L) 1 $_0 O. 2 $1,342 (4) $32,208 1 $811 $9,732 Total Residential Income 152 $1,284 $2,341,800 151 $1,333 $2,415,600 152 $1,342 $2,447,808 151 $1,331 $2,412,588 Add: Other Income $8 /Unit/Month $15,300 $8 /Unit/Month 515,300 $4 /Unit/Month $7,025 $4 /Unit/Month $7,030 II. Gross Scheduled Income $2,357,100 $2,430,900 $2,454,833 $2,419,618 (Less) Vacancy 5.0% of GSI ($117,090) 5.0% of GSI ($120,780) 4.9% of GSI ($120,780) 5.0% of GSI ($120,143) Effective Gross Income $2,240,010 $2,310,120 $2,334,053 $2,299,475 III. Operating Expenses (Less) Operating Expenses $4,600 /Unit/Year ($699,200) $4,600 /Unit/Year ($694,600) $5,364 /Unit/Year ($815,372) $5,294 /Unit/Year ($799,385) (Less) Service Amenities $586 /Unit/Year ($89,000) $589 /Unit/Year ($89,000) $103 /Unit/Year ($15,607) $101 /Unit/Year ($15,301) (Less) Other $387 /Unit/Year ($58,772) $388 /Unit/Year ($58,559) $483 /Unit/Year ($73,416) $483 /Unit/Year ($72,933) Total Operating Expenses $5,570 /Unit/Year ($846,972) $5,580 /Unit/Year ($842,159) $5,950 /Unit/Year ($904,395) $5,880 /Unit/Year ($887,619) 38% or EGI 36% or EGI 39% or EGI 39% or EGI IV. Net Operating Income $1,393,038 $1,467,961 $1,429,658 $1,411,856 V. (Less) Services Fee to Nutrition Center ($475,000) L VI. NOI After Nutrition Center Fees $1,393,038 $992,961 $1,429,658 $1,411,856 Or Say (Rounded) $1,393,000 $993,000 $1,430,000 $1,412,000 (1) Reflects payment standard voucher less utility allowance ($41) (2) Reflects post renovated Fair Market Rents based on value anal lysis prepared by Lea & Company, August 25, 2017 Prepared by: Keyser Marston Associates, Inc. Filename: National City\National City Developer Evaluation Matrix_v3\11/28/2017; ema (4) Reflects fair market rent (gross). (5) Reflects ground lease payment proposed for use toward Nutrition Center. Page 26 Z ON iUeWg3elld DEVELOPER PRO runMAS TABLE A-3 SELLER NOTE KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY BRIDGE Housing Kimball 4% Tax Credits Morgan 4% Tax Credits Chelsea Investment Corporation Kimball 4% Tax Credits 4% Tax Credits I. Sources of Funds Total Per Unit Total Per Unit Total Per Unit Total Per Unit Supportable Permanent Loan $9,987,100 $65,705 $9,983,800 $66,118 $25,381,000 $166,980 $25,499,000 $168,868 Tax Credit Equity Investment $13,353,920 $87,855 $13,777,728 $91,243 $19,068,405 $125,450 $19,374,747 $128,310 Deferred Developer Fee $0 $0 $0 $0 $2,365,000 $15,559 $2,360,000 $15,629 General Partner Equity Contribution $3,550,575 $23,359 $3,728,327 $24,691 $1,724,748 $11,347 $1,864,444 $12,347 Income During Construction $367,000 $2,414 $367,000 $2,430 $1,548,279 $10,186 $1,554,649 $10,296 Seller Note - Accrued Deferred Interest $539,324 $3,548 $570,952 $3,781 $0 $0 $0 $0 Existing Reserves $0 $0 $0 $0 $1,352,133 $8,896 $743,495 $4,924 AHP $0 $0 $0 $0 $1,500,000 $9,868 $1,500,000 $9,934 Soft Loan Interest $0 $0 $0 $0 $168,750 $1,110 $183,862 $1,218 Refunds I0 L IQ Total Sources of Fund $27,797,919 $182,881 $28,427,807 $188,264 $53,108,315 $349,397 $53,080,197 $351,524 Or Say (Rounded) $27,798,000 $28,428,000 $53,108,000 $53,080,000 II. Development Costs ($41,377,000) ($272,217) ($42,818,000) ($283,563) ($56,108,000) ($369,132) ($56,483,000) ($374,060) III. Seller Note ($13,579,000) ($89,336) ($14,390,000) ($95,298) ($3,000,000) ($19,737) ($3,403,000) ($22,536) Prepared by: Keyser Marston Associates, Inc. Filename i:\National City Developer Evaluation Matrix_v3;11/28/2017;Iag Page 27 Z oN luauay3ell`d DEVELOPER PRO FORMAS TABLE A-3 SELLER NOTE KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Community HousingWorks Kimball 4% Tax Credits Morgan 9% Tax Credits MK Community Partners Kimball 4% Tax Credits 4% Tax Credits I. Sources of Funds Total Per Unit Total Per Unit Total Per Unit Total Per Unit Supportable Permanent Loan $21,330,000 $140,329 $13,220,000 $87,550 I $20,949,914 $137,828 $20,812,086 $137,828 Tax Credit Equity Investment $18,069,795 $118,880 $24,335,215 $161,160 $12,563,031 $82,652 $12,563,031 $83,199 Deferred Developer Fee $0 $0 $0 $0 $3,043,480 $20,023 $3,043,480 $20,155 General Partner Equity Contribution $4,106,733 $27,018 $0 $0 $0 $0 $0 $0 Income During Construction $1,796,480 $11,819 $1,254,501 $8,308 $0 $0 $0 $0 Seller Note - Accrued Deferred Interest $0 $0 $0 $0 $0 $0 $0 $0 Existing Reserves $0 $0 $0 $0 $0 $0 $0 $0 AHP $1,500,000 $9,868 $1,500,000 $9,934 $0 $0 $0 $0 Soft Loan Interest $0 $0 $0 $0 $0 $0 $0 $0 Refunds $100,000 $658 $95,442 $632 Total Sources of Fund $46,903,008 $308,572 $40,405,158 $267,584 $36,556,425 $240,503 $36,418,597 $241,183 Or Say (Rounded) $46,903,000 $40,405,000 $36,556,000 $36,419,000 II. Development Costs ($52,295,000) ($344,046) ($49,154,000) ($325,523) ($36,488,000) ($240,053) ($36,988,000) ($244,954) III. Seller Note ($5,392,000) ($35,474) ($8,749,000) ($57,940) $68,000 $447 ($569,000) ($3,768) Prepared by: Keyser Marston Associates, Inc. Files \National City Developer Evaluation Matrix_v3;11/28/2017;Iag Pa Z oN TuawgoeTTV DEVELOPER PRO OAS TABLE A-4 CASH PROCEEDS TO HOUSING AUTHORITY KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball BRIDGE Housing Morgan I. Purchase Price $21,754,000 $22,976,000 $44,730,000 II. (Less) Seller Note ($13,579,000) ($14,390,000) ($27,969,000) III. (Less) Existing Loan Balance L $ (i) g IV. Cash Proceeds to Housing Authority $8,175,000 $8,586,000 $16,761,000 Per Unit $54,000 $57,000 $55,000 (1) Adjusted by KMA to exclude BRIDGE's proposed repayment of existing loan balance estimated at $234,000. (2) Adjusted by KMA to exclude CHW's proposed repayment of existing loan balance estimated at $726,000. Prepared by: Keyser Marston Associates, Inc. Filename i:\National City Developer Evaluation Matrix_v3;11/28/2017;Iag Chelsea Investment Corporation Kimball $31,400,000 ($3,000,000) $28,400,000 $187,000 $32,700,000 ($3,403,000) gi $29,297,000 $194,000 $ 64,100, 000 ($6,403,000) $57,697,000 $190,000 Page 29 oN Tuawg0e11y DEVELOPER PRO FORMAS TABLE A-4 CASH PROCEEDS TO HOUSING AUTHORITY KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball CHW Morgan Total , I. Purchase Price $33,100,000 $34,700,000 $67,800,000 II. (Less) Seller Note ($5,392,000) ($8,749,000) ($14,141,000) III. (Less) Existing Loan Balance $0 $ (2) Pil IV. Cash Proceeds to Housing Authority $27,708,000 $25,951,000 $53,659,000 Per Unit $182,000 $172,000 $177,000 (1) Adjusted by KMA to exclude BRIDGE's proposed's proposed repayment of existing loan balance estimated at $234,000. (2) Adjusted by KMA to exclude CHW's proposed re proposed repayment of existing loan balance estimated at $726,000. Prepared by: Keyser Marston Associates, Inc. File :\National City Developer Evaluation Matrix_v3;11/28/2017;Iag Morgan Kimball Kimball Community (RAHD Group) Morgan Partners Total $19,250,000 $19,250,000 $38,500,000 $68,000 ($569,000) ($501,000) $19,318,000 $18,681,000 $37,999,000 $127,000 $124,000 $125,000 Z ON Tuawpefy Attachment No. 2 Attachment B Kimball / Morgan RFP KMA Adjusted Pro Formas KMA Adjustments: Acquisition Costs $200,000 /Unit Buidling Rehabilitation $55,000 /Unit Monthly Rent $1,301 Page 31 KMA ADJUSTED PRO FORMAS TABLE B-1 DEVELOPMENT COSTS KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY BRIDGE Housing Kimball 4% Tax Credits Morgan 4% Tax Credits Chelsea Investment Corporation Kimball 4% Tax Credits Number of Units One Bedroom Manager's Unit Total Number of Units 150 2 152 Units Units Units 150 1 151 Units Units Units 150 2 152 Units Units Units 150 1 151 Units Units Units Total Per Unit Total Per Unit Total Per Unit Total Per Unit I. Direct Costs (1) On-Sites/Off-Sites, Remediation, Parking $0 $0 $0 $0 $0 $0 $0 $0 Building Rehabilitation - Residential $8,360,000 $55,000 $8,305,000 $55,000 $8,360,000 $55,000 $8,305,000 $55,000 Building Rehabilitation - Nutrition Center $0 $0 $0 $0 $0 $0 $0 $0 Amenities/FF&E $100,000 $658 $150,000 $993 $400,000 $2,632 $338,000 $2,238 Contingency $1,254,000 15% $1,246,000 15% $842,000 10% $836,000 10% Total Direct Costs $9,714,000 $63,908 $9,701,000 $64,245 $9,602,000 $63,171 $9,479,000 $62,775 II. Indirect Costs Indirect Costs $2,332,000 $15,342 $2,329,000 $15,424 $1,944,000 $12,789 $1,754,000 $11,616 Developer Fee $6,170,000 $40,592 $6,140,000 $40,662 $6,259,000 $41,178 $6,725,000 $44,536 Total Indirect Costs $8,502,000 $55,934 $8,469,000 $56,086 $8,203,000 $53,967 $8,479,000 $56,152 III. Financing Costs $2,526,000 $16,618 $2,522,000 $16,702 $3,669,000 $24,138 $3,076,000 $20,371 IV. Total Development Costs Excluding Acquisition $20,742,000 $136,461 $20,692,000 $137,033 $21,474,000 $141,276 $21,034,000 $139,298 V. Acquisition Costs Land $3,040,000 $20,000 $3,020,000 $20,000 $3,040,000 $20,000 $3,020,000 $20,000 Building $27,360,000 $180,000 $27,180,000 $180,000 $27,360,000 $180,000 $27,180,000 $180,000 Total Acquisition Costs $30,400,000 $200,000 $30,200,000 $200,000 $30,400,000 $200,000 $30,200,000 $200,000 VI. Total Development Costs Incl. Acquisition $51,142,000 $336,000 $50,892,000 $337,000 $51,874,000 $341,000 $51,234,000 $339,000 (1) Includes the payment of prevailing wages. Prepared by: Keyser Marston Associates, Inc. Filen; tional City\National City Developer Evaluation Matrix_v3_Adjusted Pro formas\11/28/2017; ems Z oN 1uawgoeTTV KMA ADJUSTED rirct) FORMAS TABLE B-1 DEVELOPMENT COSTS KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Community HousingWorks Kimball 4% Tax Credits Morgan 9% Tax Credits MK Community Partners Kimball 4% Tax Credits organ 4% TaxCreclit Number of Units One Bedroom Manager's Unit Total Number of Units 150 2 152 Units Units Units 150 1 151 Units Units Units 150 2 152 Units Units Units 150 1 151 Units Units Units Total Per Unit Total Per Unit Total Per Unit Total Per Unit I. Direct Costs (1) On-Sites/Off-Sites, Remediation, Parking $0 $0 $0 $0 $0 $0 $0 $0 Building Rehabilitation - Residential $8,360,000 $55,000 $8,305,000 $55,000 $8,360,000 $55,000 $8,305,000 $55,000 Building Rehabilitation - Nutrition Center $0 $0 $0 $0 $0 $0 $500,000 $3,311 Amenities/FF&E $75,000 $493 $75,000 $497 $125,000 $822 $125,000 $828 Contingency $835,000 10% $830,000 10% $791,000 9% $786,000 9% Total Direct Costs $9,270,000 $60,987 $9,210,000 $60,993 $9,276,000 $61,026 $9,716,000 $64,344 II. Indirect Costs Indirect Costs $1,624,000 $10,684 $1,598,000 $10,583 $2,504,000 $16,474 $2,486,000 $16,464 Developer Fee $6,604,000 $43,447 $2,000,000 $13,245 $5,928,000 $39,000 $5,958,000 $39,457 Total Indirect Costs $8,228,000 $54,132 $3,598,000 $23,828 $8,432,000 $55,474 $8,444,000 $55,921 III. Financing Costs $2,940,000 $19,342 $2,880,000 $19,073 $1,026,000 $6,750 $1,018,000 $6,742 IV. Total Development Costs Excluding Acquisition $20,438,000 $134,461 $15,688,000 $103,894 $18,734,000 $123,250 $19,178,000 $127,007 V. Acquisition Costs Land $3,040,000 $20,000 $3,020,000 $20,000 $3,040,000 $20,000 $3,020,000 $20,000 Building $27,360,000 $180,000 $27,180,000 $180,000 $27,360,000 $180,000 $27,180,000 $180,000 Total Acquisition Costs $30,400,000 $200,000 $30,200,000 $200,000 $30,400,000 $200,000 $30,200,000 $200,000 VI. Total Development Costs Incl. Acquisition $50,838,000 $334,000 $45,888,000 $304,000 $49,134,000 $323,000 $49,378,000 $327,000 (1) Includes the payment of prevailing wages. Prepared by: Keyser Marston Associates, Inc. Filename: National City\National City Developer Evaluation Matrix_v3_Adjusted Pro formas\11/28/2017; ema Page 33 Z oN luewt.pell`d TABLE B-2 NET OPERATING INCOME KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball Tower - 150 tenant based vouchers Morgan Tower - 148 project based vouchers (expiring in 2018) KMA ADJUSTED PRO FORMAS Fair Market Rent Payment Standard Voucher 1 Bedroom $1,342 $1,235 BRIDGE Housing Kimball 4% Tax Credits Morgan 4% Tax Credits Kimball 4% Tax Credits Chelsea Investment Corporation I. Residential Income (1) 30% AMI 50% AMI N/A Manager Total Residential Income Add: Other Income II. Gross Scheduled Income (Less) Vacancy Effective Gross Income III. Operating Expenses (Less) Operating Expenses (Less) Service Amenities Other Total Operating Expenses IV. Net Operating Income V. (Less) Services Fee to Nutrition Center # Units Monthly Rent Annual G51 # Units Monthly Rent Annual GSI # Units Monthly Rent Annual GSI # Units Monthly Rent Annual GSI 0 $0 $0 150 $1,301 $2,341,800 0 $0 $0 2 152 $1,284 $2,341,800 $4 /Unit/Month $7,029 0 $0 $0 150 $1,301 $2,341,800 0 $0 $0 1 151 $1,292 $2,341,800 $4 /Unit/Month $7,405 150 $1,301 $2,341,800 0 $0 $0 0 $0 $0 2 152 $1,284 $2,341,800 $4 /Unit/Month $7,296 150 $1,301 $2,341,800 0 $0 $0 0 $0 $0 1 151 $1,292 $2,341,800 $4 /Unit/Month $7,248 $2,348,829 5.0% of GSI ($117,441) $2,349,205 5.0% of GSI ($117,460) $2,349,096 5.0% of GSI ($117,455) $2,349,048 5.0% of GSI ($117,452) $2,231,388 $6,288 /Unit/Year ($955,800) $362 /Unit/Year ($55,000) $448 /Unit/Year ($68,100) $2,231,745 $6,336 /Unit/Year ($956,700) $364 /Unit/Year ($55,000) $449 /Unit/Year ($67,800) $2,231,641 $4,911 /Unit/Year ($746,453) $342 /Unit/Year ($52,000) $474 /Unit/Year ($72,100) $2,231,596 $4,900 /Unit/Year ($739,874) $344 /Unit/Year ($52,000) ) 5475 /Unit/Year ($71,800) $7,098 /Unit/Year ($1,078,900) 48% or EGI $1,152,488 ($237,500) (51 $7,149 /Unit/Year ($1,079,500) 48% or EGI $1,152,245 ($237,500) (5) $5,730 /Unit/Year ($870,553) 39% or EGI $1,361,088 ($237,500) $5,720 /Unit/Year 39% or EGI $1,367,922 ($237,500) VI. NOI After Nutrition Center Fees Or Say (Rounded) $914,988 $915,000 $914,745 $915,000 $1,123,588 $1,124,000 $1,130,422 $1,130,000 (1) Reflects fair market rent less utility allowance ($41). (2) Reflects ground lease payment proposed for use toward Nutrition Center. (3) Reflects ground lease payment proposed for use toward Nutrition Center. Prepared by: Keyser Marston Associates, Inc. Filename: National City\National City Developer Evaluation Matrix_v3_Adjusted Pro formas\11/28/2017; ema Page 34 Z ON lU Wg3elld TABLE B-2 NET OPERATING INCOME KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball Tower - 150 tenant based vouchers Morgan Tower - 148 project based vouchers (expiring in 2018) KMA ADJUSTED PRO FORMAS Fair Market Rent Payment Standard Voucher 1 Bedroom $1,342 $1,235 Community HousingWorks Kimball 4% Tax Credits Morgan 9%Tax Credits Kimball 4% Tax Credits MK Communiy Partners I. Residential Income i1) 30% AMI 50% AMI N/A Manager Total Residential Income Add: Other Income II. Gross Scheduled Income (Less) Vacancy Effective Gross Income III. Operating Expenses (Less) Operating Expenses (Less) Service Amenities (Less) Other Total Operating Expenses IV. Net Operating Income V. (Less) Services Fee to Nutrition Center # Units Monthly Rent Annual GSI # Units Monthly Rent Annual GSI # Units Monthly Rent Annual GSI # Units Monthly Rent Annual GSI 75 $1,301 $1,170,900 75 $1,301 $1,170,900 0 $0 $0 2 g SID 152 $1,284 $2,341,800 $8 /Unit/Month $15,300 30 $1,301 $468,360 105 $1,301 $1,639,260 15 $1,301 $234,180 1 22 22 151 $1,292 $2,341,800 $8 /Unit/Month $15,300 0 $0 $0 150 $1,301 $2,341,800 0 $0 50 2 g g 152 $1,284 $2,341,800 $4 /Unit/Month $7,025 2 $1,301 $31,224 148 $1,301 $2,310,576 0 $0 $0 1 151 $1,292 $2,341,800 $4 /Unit/Month $7,030 $2,357,100 5.0% of GSI ($117,090) $2,357,100 5.0% of GSI ($117,855) $2,348,825 5.0% of GSI ($117,441) $2,348,830 5.0% of GSI ($117,442) $2,240,010 $4,600 /Unit/Year ($699,200) $586 /Unit/Year ($89,000) $387 /Unit/Year ($58,7721 $2,239,245 $4,600 /Unit/Year ($694,600) $589 /Unit/Year ($89,000) $388 /Unit/Year ($58,559) $2,231,384 $5,364 /Unit/Year ($815,372) $103 /Unit/Year ($15,607) $483 /Unit/Year ($73,415) $2,231,389 $5,294 /Unit/Year ($799,385) $101 /Unit/Year ($15,301) $483 /Unit/Year ($72,933) $5,570 /Unit/Year ($846,972) 38% or EGI $1,393,038 LD $5,580 /Unit/Year ($842,159) 38% or EGI $1,397,086 ($475,000) $5,950 /Unit/Year ($904,395) 41% or EGI $1,326,989 L) $5,880 /Unit/Year ($887,619) 40% or EGI $1,343,770 ig VI. NOI After Nutrition Center Fees Or Say (Rounded) $1,393,038 $1,393,000 $922,086 $922,000 $1,326,989 $1,327,000 $1,343,770 $1,344,000 (1) Reflects fair market rent less utility allowance ($41). (2) Reflects ground lease payment proposed for use toward Nutrition Center. (3) Reflects ground lease payment proposed for use toward Nutrition Center. Prepared by: Keyser Marston Associates, Inc. Filename: National City\National City Developer Evaluation Matrix_v3_Adjusted Pro formas\11/28/2017; ema Page 35 Z ON lUOWLpellb' KMA ADJUSTED PRO FORMAS TABLE B-3 SELLER NOTE KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY BRIDGE Housing Kimball 4% Tax Credits Morgan 4% Tax Credits Chelsea Invest ent Corporation Kimball 4% Tax Credits 4% Tax Credits I. Sources of Funds Supportable Permanent Loan Tax Credit Equity Investment Deferred Developer Fee General Partner Equity Contribution Income During Construction Seller Note - Accrued Deferred Interest Existing Reserves AHP Soft Loan Interest Refunds Total Sources of Fund Or Say (Rounded) Total Per Unit Total Per Unit Total Per Unit Total Per Unit $12,483,000 $15,938,000 $0 $4,670,000 $367,000 $539,324 $0 $0 $0 L $33,997,324 $33,997,000 $82,125 $104,855 $0 $30,724 $2,414 $3,548 $0 $0 $0 $0 $223,667 $12,480,000 $15,860,000 $0 $4,640,000 $367,000 $570,952 $0 $0 $0 L $33,917,952 $33,918,000 $82,649 $105,033 $0 $30,728 $2,430 $3,781 $0 $0 $0 $224,622 $19,481,000 $17,846,000 $1,686,000 $2,074,000 $1,548,279 $0 $1,352,133 $1,500,000 $168,750 $45,656,162 $45,656,000 $128,164 $117,408 $11,092 $13,645 $10,186 $0 $8,896 $9,868 $1,110 $300,369 $19,599,000 $17,626,000 $1,687,000 $2,537,000 $1,554,649 $0 $743,495 $1,500,000 $183,862 $45,431,006 $45,431,000 $129,795 $116,728 $11,172 $16,801 $10,296 $0 $4,924 $9,934 $1,218 L $300,868 II. Development Costs ($51,142,000) ($336,461) ($50,892,000) ($337,033) ($51,874,000) ($341,276) ($51,234,000) ($339,298) III. Seller Note ($17,145,000) ($112,796) ($16,974,000) ($112,411) ($6,218,000) ($40,908) ($5,803,000) ($38,430) Prepared by: Keyser Marston Associates, Inc. Filei National City Developer Evaluation Matrix_v3_Adjusted Pro formas;11/28/2017;Iag Pa Z oN }uaua peTTV KMA ADJUSTED PRO rvnMAS TABLE B-3 SELLER NOTE KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY 4% Tax Credits 9%Tax Credits 4% Tax Credits 4% Tax Credits I. Sources of Funds Total Per Unit Total Per Unit Total Per Unit Total Per Unit Supportable Permanent Loan $21,330,000 $140,329 $12,277,000 $81,305 $19,445,000 $127,928 $19,808,000 $131,179 Tax Credit Equity Investment $16,998,000 $111,829 $24,586,000 $162,821 $15,631,000 $102,836 $15,709,000 $104,033 Deferred Developer Fee $0 $0 $0 $0 $4,228,000 $27,816 $4,215,000 $27,914 General Partner Equity Contribution $4,107,000 $27,020 $0 $0 $0 $0 $0 $0 Income During Construction $1,796,480 $11,819 $1,254,501 $8,308 $0 $0 $0 $0 Seller Note - Accrued Deferred Interest $0 $0 $0 $0 $0 $0 $0 $0 Existing Reserves $0 $0 $0 $0 $0 $0 $0 $0 AHP $1,500,000 $9,868 $1,500,000 $9,934 $0 $0 $0 $0 Soft Loan Interest $0 $0 $0 $0 $0 $0 $0 $0 Refunds $100,000 $658 $95,442 $632 IQ LD Total Sources of Fund $45,831,480 $301,523 $39,712,943 $263,000 $39,304,000 $258,579 $39,732,000 $263,126 Or Say (Rounded) $45,831,000 $39,713,000 $39,304,000 $39,732,000 II. Development Costs ($50,838,000) ($334,461) ($45,888,000) ($303,894) ($49,134,000) ($323,250) ($49,378,000) ($327,007) III. Seller Note ($5,007,000) ($32,941) ($6,175,000) ($40,894) ($9,830,000) ($64,671) ($9,646,000) ($63,881) Prepared by: Keyser Marston Associates, Inc. Filename i:\National City Developer Evaluation Matrix_v3_Adjusted Pro formas;11/28/2017;lag Page 37 Z'ON 1u8WLIOe KMA ADJUSTED PRO FORMAS TABLE B-4 CASH PROCEEDS TO HOUSING AUTHORITY KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball BRIDGE Housing Morgan 1 I. Purchase Price $30,400,000 $30,200,000 $60,600,000 II. (Less) Seller Note ($17,145,000) ($16,974,000) ($34,119,000) III. (Less) Existing Loan Balance $ (1) IV. Cash Proceeds to Housing Authority $13,255,000 $13,226,000 $26,481,000 Per Unit $87,000 $88,000 $87,000 (1) Adjusted by KMA to exclude BRIDGE's proposed repayment of existing loan balance estimated at $234,000. (2) Adjusted by KMA to exclude CHW's proposed repayment of existing loan balance estimated at $726,000. Prepared by: Keyser Marston Associates, Inc. File :\National City Developer Evaluation Matrix_v3_Adjusted Pro formas;11/28/2017; Chelsea Kimball Investment Corporation Morgan $30,400,000 $30,200,000 $60,600,000 ($6,218,000) ($5,803,000) ($12,021,000) L $24,182,000 $24,397,000 $48,579,000 $159,000 $162,000 $160,000 Pa Z'ON TUeWlpelTV KMA ADJUSTED PRO Nit MAS TABLE B-4 CASH PROCEEDS TO HOUSING AUTHORITY KIMBALL AND MORGAN TOWERS CITY OF NATIONAL CITY Kimball CHW Morgan Total I. Purchase Price $30,400,000 $30,200,000 $60,600,000 II. (Less) Seller Note ($5,007,000) ($6,175,000) ($11,182,000) III. (Less) Existing Loan Balance LI $ (2) IV. Cash Proceeds to Housing Authority $25,393,000 $24,025,000 $49,418,000 Per Unit $167,000 $159,000 $163,000 (1) Adjusted by KMA to exclude BRIDGE's propos('s proposed repayment of existing loan balance estimated at $234,000. (2) Adjusted by KMA to exclude CHW's proposed proposed repayment of existing loan balance estimated at $726,000. Prepared by: Keyser Marston Associates, Inc. Filename is\National City Developer Evaluation Matrix_v3_Adjusted Pro formas;11/28/2017;Iag Morgan Kimball Kimball Community (RAND Group) Morgan Partners $30,400,000 $30,200,000 $60,600,000 ($9,830,000) ($9,646,000) ($19,476,000) $20,570,000 $20,554,000 $41,124,000 $135,000 $136,000 $136,000 Page 39 Z oN luauayaelib' Attachment No. 2 Attachment C Kimball / Morgan RFP RFP QUESTIONS AND RESPONSES Page 40 Attachment No. 2 ATTACHMENT C RFP QUESTIONS/RESPONSES KIMBALL AND MORGAN RFP CITY OF NATIONAL CITY I. QUESTIONS/RESPONSE #1: JULY 21, 2017: 1) Can a development team schedule more than one tour of the buildings? Response: Tours of the buildings will be limited to a total of two hours. The City Council decided that a capital needs assessment would not be part of the financial evaluation process. RFP responses will be evaluated based on the financing plan proposed for the project and not the detail of the rehabilitation budget. II. QUESTIONS/RESPONSE #2: JULY 24, 2017: 1) The scope and costs assumed for the renovation/rehabilitation of the towers directly affects the financial terms of the project that can be offered to the City (purchase price and ground lease payment to the City, seller carryback note, repayment of any City contribution). Has the City considered determining a fixed renovation budget for each tower for the purposes of the RFP responses? Having all teams use the same budget could help mitigate potential variation in proposed financial terms caused by varying budget/scope assumptions. Response: For proposal submittal purposes, each respondent shall assume a rehabilitation budget allowance of $55,000 per unit. This figure is assumed to include contractor overhead fee, general conditions, and contractor contingency. This figure does NOT include FF&E/Amenities and owner contingency. This figure is provided as an estimate for RFP submittal purposes only. The City has not conducted a capital needs assessment for either building. The selected developer will be responsible for commissioning a capital needs assessment for each building in order to determine the appropriate rehabilitation budget needed. 2) Can you please provide the current staffing plan for each of the towers— list of current staff, position, salary and whether they are shared staff or part time. Keyser Marston Associates, Inc. Page 41 September 18, 2017 Attachment No. 2 Response: Title Hours/Week Office Assistant 40 hours/week Manager 40 hours/week Assistant Manager 32 hours/week Superintendent 40 hours/week Maintenance 40 hours/week Maintenance 40 hours/week All staff are shared between the Towers. For privacy purposes, the City has requested that salary information for these individuals not be disclosed. 3) Can you please provide a detailed Profit and Loss Statement for both Kimball and Morgan for the 12 months ending 12.31/16 (similar to Attachment D.3 that was included for Kimball for FY 2014) Response: This information has been requested from property management and will be distributed when available. 4) Regarding Kimball Tower — what is the $25,000 budgeted for Management Consultants? Response: The $25,000 for Management Consultants shown in the Operating Budget is an asset management fee provided to the City of National City. The City will no longer collect this fee when the Towers are transferred to the new owner/operator. 5) Regarding both Kimball and Morgan Towers — what are the amounts and nature of the expenses that are paid by the properties for the Nutrition Center (acct #6535) for 2015, 2016 and 2017? Are these payments in addition to the City's annual subsidy of the Nutrition Center? Response: The operating budgets for the Towers provide for the maintenance of the common areas and other non -tenant improvement areas (i.e., shell, roof, building systems, etc.). The City provides janitorial services for areas inside the Nutrition Center including the lounge, cafeteria, and kitchen under a separate budget. Keyser Marston Associates, Inc. Page 42 September 18, 2017 Attachment No. 2 III. QUESTIONS/RESPONSE #3: JULY 31, 2017: 1) Can you please provide a detailed Profit and Loss Statement for both Kimball and Morgan for the 12 months ending 12.31/16 (similar to Attachment D.3 that was included for Kimball for FY 2014) Response: See attached. 2) Does the City have lead or asbestos reports for the Towers? Response: No, the City does not have lead or asbestos reports for either tower. IV. QUESTIONS/RESPONSE #4: AUGUST 3, 2017: 1) We request the last budget year operating budget breakdown for the Nutrition Center- for which the city's General Fund provides an annual subsidy of $475,000. Response: Please see attached. V. QUESTIONS/RESPONSE #5: AUGUST 8, 2017: 1) Can you provide us with annual operating statements for Morgan and Kimball Towers for two complete years, 2016 and 2015? Response: Please see attached. 2) Can you provide us with a current rent roll for Morgan and Kimball Towers? Response: Please see attached. 3) For purposes of underwriting and achieving the best financial outcome for the City of National City, can we assume that the City would be willing to issue project -based vouchers for 100% of the units of Kimball Tower? If the City would be willing to issue some project -based vouchers, but not 100%, how many should we assume? Or, for our evaluation and underwriting, should we assume that the City will not issue any project -based vouchers at Kimball Tower? Response: For analysis and underwriting purposes, please assume that the City will not issue any project -based vouchers for Kimball Tower. Keyser Marston Associates, Inc. Page 43 September 18, 2017 Attachment No. 2 VI. QUESTIONS/RESPONSE #6: AUGUST 14, 2017: 1) In RFP Question/Response #5 distributed on Tuesday 8/8/17, proposers were directed as follows: "For analysis and underwriting purposes, please assume that the City will not issue any project -based vouchers for Kimball Tower." Because the question of project -based vouchers on the Kimball Tower is one of the more significant issues in the restructuring of the Morgan and Kimball Towers project, we would like to discuss this issue further. If no project -based vouchers are provided on the Kimball Tower, the residential rental income that can be underwritten and leveraged on Kimball Tower as part of the recapitalization will be significantly lower than the income that can be underwritten on Morgan Tower. Lenders will not underwrite tenant -based voucher income. Given the economics of the rents and operating expenses, our conclusion is that it is unlikely that a permanent loan could be supported on Kimball even though the tenant -based vouchers would generate significant net income for the project. By contrast, Morgan Tower will have a renewed HAP contract with essentially FMR-based contract rents, and lenders will underwrite a permanent loan based on those contract rents. The result is a much lower amount of permanent financing (by millions of dollars) that can be leveraged for Kimball compared to Morgan. This in turn means less funding available for the overall renovation effort and for up -front payments to the Housing Authority. We believe that by working with the Housing Authority and HUD we can achieve 150 project - based vouchers on Kimball. Having these vouchers in place would result in better economics for the project and the City. In light of this, we'd like to respectfully request that the City and KMA discuss this issue further to evaluate options and then provide direction to the proposers on this issue. Response: Please assume that 100% of the units at Kimball Tower are project based. Although the City does not currently have a formal contract with HUD for the vouchers at Kimball Tower, HUD does currently recognize the Section 8 vouchers for Kimball as project based. The selected developer will have to assist in formalizing an agreement with HUD for the project based vouchers currently being provided at Kimball. Keyser Marston Associates, Inc. Page 44 September 18, 2017 Attachment No. 2 VII. QUESTIONS/RESPONSE #7: AUGUST 14, 2017: 1) Please confirm Utility Allowances to be used on a per unit basis and/or in addition if the tenants pay for the utilities as part of their 30%? Response: Tenants pay for electric heating, electric cooking, and other electric -lights. The current monthly utility allowance paid by tenants totals $41.00. Tenants pay 30% of their monthly income minus the utility allowance of $41.00. The Housing Authority of National City has its own utility allowance schedule and is revised yearly in October. The Housing Authority's current utility allowance schedule can be found at: http://www.nationalcityca.gov/home/showdocu ment?id=187 VIII. QUESTIONS/RESPONSE #8: AUGUST 21, 2017: Note: The following questions were received prior to the deadline for submittal of questions (August 15, 4:00 p.m.) 1) Our assumption is that when the project based voucher agreement for Kimball is formalized with HUD, the rent for each unit will be reset to the then -current Housing Authority payment standard. For the purposes of the RFP proforma, please confirm that teams should use the current 1BR payment standard from the Housing Authority's website? Response: Yes, please use the current FMR that our found on the utility allowance schedule. http://www.nationalcityca.gov/home/showdocument?id=187 2) Regarding the Morgan Tower, a new HAP rent level will be established with HUD via a market study process as part of the HAP contract renewal. It is possible that the final Morgan rents could be different than the final Kimball rents. This will be sorted out through negotiations with HUD. However, since this market study process hasn't taken place, for the purposes of the RFP proforma should teams use the current Housing Authority 1BR payment standard for Morgan so that both towers will have the same rental revenue assumption? Response: Yes, assume the same rent for both Kimball and Morgan. Keyser Marston Associates, Inc. Page 45 September 18, 2017 RESOLUTION NO. 2017 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY ACCEPTING THE FINDINGS FROM THE ANALYSIS COMPLETED BY KEYSER MARSTON ASSOCIATES, INC., OF FOUR FINANCIAL PROPOSALS SUBMITTED THROUGH A REQUEST FOR PROPOSALS PROCESS; SELECTING THE DEVELOPMENT TEAM COMPRISED OF COMMUNITY HOUSINGWORKS, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION, AND MERCY HOUSING CALIFORNIA, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION, FOR THE RECAPITALIZATION AND REHABILITATION OF KIMBALL AND MORGAN TOWERS LOCATED AT 1317 AND 1415 "D" AVENUE IN NATIONAL CITY; AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN EXCLUSIVE NEGOTIATING AGREEMENT IN ORDER TO BEGIN NEGOTIATIONS WITH THE SELECTED DEVELOPER WHEREAS, the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") owns the Kimball and Morgan Towers, which are generally located at 1317 "D" Avenue and 1415 "D" Avenue, National City (the "Property"); and WHEREAS, Community HousingWorks and Mercy Housing California (jointly referred to as "Developer") responded jointly to the Request for Qualifications ("RFQ") issued by the CDC -HA dated March 24, 2016 and to the Request for Proposals ("RFP") issued by the CDC -HA dated June 30, 2017, and desires to recapitalize the Property and rehabilitate the improvements thereon generally as set forth in the RFQ; and WHEREAS, the Selection Committee established and approved by the CDC -HA as part of the Request for Qualifications process reviewed all of the complete RFQ responses, heard presentations, and conducted interviews from each development team; considered experience and qualifications, leveraging of non -CDC -HA resources, financial capacity, operating experience; and resident services and ranked the Developer as the highest of five development teams; and WHEREAS, the CDC -HA Board of Commissioner heard presentations on behalf of five development teams on October 25, 2016, and on December 6, 2016 determined an in- depth financial evaluation and comparison of financial proposals was necessary through a Request for Proposals (RFQ) process to make a selection of a development team; and WHEREAS, Keyser Marston Associates, Inc. (KMA) issued the RFP on June 30, 2017 on behalf of the CDC -HA and, through the established financial evaluation criteria that included an analysis of each development team's development program, depth of affordability, overall project feasibility, scored the Developer the highest of the four development teams that responded to the RFP; and NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City accepts the findings from the analysis completed by Keyser Marston Associates, Inc., of four financial proposals submitted through a Request for Proposals process. BE IT FURTHER RESOLVED that the Community Development Commission - Housing Authority of the City of National City selects the development team comprised of Community HousingWorks, Inc., a California non-profit public benefit corporation, and Mercy CDC -HA Resolution No. 2017 — Page Two Housing California, Inc., a California non-profit public benefit corporation, for the recapitalization and rehabilitation of Kimball and Morgan Towers located at 1317 and 1415 "D" Avenue in National City. BE IT FURTHER RESOLVED that the Community Development Commission - Housing Authority of the City of National City, in order to begin negotiations, authorizes the City Manager to execute an Exclusive Negotiating Agreement with the selected developer. PASSED and ADOPTED this 5th day of December, 2017. Ron Morrison, Chairman ATTEST: Leslie Deese, Secretary APPROVED AS TO FORM: Angil P. Morris -Jones General Counsel Kimball and Morgan Towers Request for Proposals Community Development Commission -Housing Authority City of National City Keyser Marston Associates, Inc. December 5, 2o17 KEYSER MARSTON ASSOCIATES. Development Teams Developer Team Members BRIDGE Housing Corporation (BRIDGE) BRIDGE, Harley Ellis Devereaux Architects, and Allgire General Contractors Chelsea Investment Corporation (CIC) Community HousingWorks (CHW Morgan and Kimball Community Partners (MKCP) CIC and Serving Seniors CHW and Mercy Housing Community Preservation Partners, The RAHD Group, Thompson Consulting, and Casa Familiar 1 DEVELOPER PROPOSALS Estimate of Seller Note (1) Sources of Funds Development Costs BRIDGE Housing Chelsea Investment Community HousingWorks MK Community Partners $56.2 M ($84.2) M $87.3 M (slol.4) M $73.0 M ($73.5) M Seller Note ($28.o) M ($6.4) M (1) Figures shown are for Kimball and Morgan Towers combined. ($14.1) M ($o.5) M 11 DEVELOPER PROPOSALS Cash Proceeds to Housing Authority (1) Purchase Price BRIDGE Housing $44.7 M (Less) Seller Note (s28o) M Chelsea Investment $64.1 M Community HousingWorks $67.8 M MK Community Partners $38.5 M ($64)M ($14.1)M ($0.5) M Cash Proceeds to Housing Authority $16.8 M $57.7 M (1) Figures shown are for Kimball and Morgan Towers combined. $53.7 M $38.o M 12 DEVELOPER PROPOSALS Total Payments to Housing Authority (1) Upfront Cash Present Value of Annual Contributions (2) BRIDGE Housing $16.8 M $1o.6 M Chelsea Investment $57.7 M $12.3 M Community HousingWorks $53.7 M $13.4 M MK Community Partners $38.0 M $14.2 M Total Value to Housing Authority $27.4 M $70.0 M $67.1 M $52.2 M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Present value of annual contributions to Nutrition Center, repayment of Seller Note, and other cash flow to the Housing Authority. 13 DEVELOPER PROPOSALS WITH REPLACEMENT RESERVES Total Payments to Housing Authority (1) Upfront Cash Present Value of Annual Contributions (2) BRIDGE Housing $16.8 M Chelsea Investment $57.7 M sio.6 M $12.3 M Community HousingWorks $53.7M $13.4 M MK Community Partners $38.o M $14.2 M Total Value to Housing Authority$27.4 M Replacement Reserves $2.1 M $70.0 M so.o M $67.3. M $2.1 M $52.2 M $2.1 M Grand Total Value to Housing Authority $29.5 M $70.oM $69.1M $54.3 M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Present value of annual contributions to Nutrition Center, repayment of Seller Note, and other cash flow to the Housing Authority. 14 KMA ADJUSTED PRO FORMAS Adjustment to Developer Pro Formas Acquisition Costs (s/unit) DEVELOPER PROPOSALS BRIDGE Chelsea Community Housing Investment HousingWorks KMA MK Adjusted Community Pro Formas Partners $148,000 $212,000 $224,000 $127,000 Building Rehabilitation $55,000 $66,000 $47,000 $52,000 Costs (s/unit) Monthly Rent (s/month) $1,194 $1,500 $1,322 $1,342 $200,000 $55, 000 (1) FM R of $1,301 (1) Assumed to include contractor overhead fee, general conditions, and contractor contingency. On -Sites/ Off - Sites, Remediation, and Parking estimated at so. Includes the payment of prevailing wages. 15 KMAADJUSTED PRO FORMAS WITH REPLACEMENT RESERVES Total Payments to Housing Authority (i) Upfront Cash Present Value of Annual Contributions (2) BRIDGE Housing $26.5 M $11.5 M Chelsea Investment $48.6 M $12.3 M Community HousingWorks $49.4 M $13.1 M Total Value to Housing Authority $38.0 M Replacement Reserves $2.1 M Grand Total Value to Housing Authority $40.1 M $60.9M $62.6M so.o M $2.1 M $60.9 M $64.7 M MK Community Partners $41.1 M $13.0 M $54.1 M $2.1 M $56.2 M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Present value of annual contributions to Nutrition Center, repayment of Seller Note, and other cash flow to the Housing Authority. 16 r Ranking of Developer Proposals - With Replacement Reserves Kimball Morgan KMA Adjusted Pro Forma #1 90 pts 85 pts $64.7 M Chelsea Investment #2 85 pts 85 pts $60.9 M Corp. Community HousingWorks #3 MK Community 75 pts 75 pts $56.2 M Partners #4 BRIDGE Housing 7o pts 7o pts $40.1 M (1) Figures shown are for Kimball and Morgan Towers combined. (2) Includes Replacement Reserves paid to Housing Authority by CHW, MK Community Partners, and BRIDGE. 17 nfATEU,� AD' `` • igua..1.n�114 U \N``././ December 18, 2017 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk Mr. Ed Holder, Regional Vice President Mercy Housing California 1500 South Grand Avenue, Suite 100 Los Angeles, CA 90015 Dear Mr. Holder, On December 5th, 2017, Resolution No. 2017-60 was passed and adopted by the Community Development Commission -Housing Authority of the City of National City, authorizing execution of an Agreement with Mercy Housing California. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk December 18, 2017 Ms. Susan M. Reynolds, CEO Community HousingWorks 2815 Camino Del Rio South, Suite 350 San Diego, CA 92108 Dear Ms. Reynolds, On December 5th, 2017, Resolution No. 2017-60 was passed and adopted by the Community Development Commission -Housing Authority of the City of National City, authorizing execution of an Agreement with Community HousingWorks. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, // dz Michael R. Dalla, CMC City Clerk Enclosures