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HomeMy WebLinkAboutRes 2023-06-5016 Authorizing the Formation of Entities-LLC Agreements-Memorandum of Understanding JPI Real Estate Acquisition II, LLCANNA PUBLIC FACILITY CORPORATION The undersigned officer of the Anna Public Facility Corporation (the "Corporation") hereby certifies that he is the duly elected qualified and acting President of the Board of Directors of the Corporation (the 'Board"), and hereby certifies that true, correct and complete copies of a certain resolution adopted by the Board at its June 13, 2023 (the "Resolution") meeting are attached hereto. The Resolution has not been amended or revoked and is now in full force and effect. Dated: June 13, 2023 By Stan Carver H President Anna PFC resolution - Sharp and Finley 48 i 8-9900-4008 c_ .doc Aeso%uA-i on 0o - 2093 - G(o— r.0 K. RESOLUTION OF ANNA PUBLIC FACILITY CORPORATION (THE "CORPORATION") REGARDING THE MULTIFAMILY RESIDENTIAL DEVELOPMENT TO BE KNOWN AS SHARP & FINLEY (THE "PROJECT"), APPROVING THE CORPORATION'S PARTICIPATION IN THE FINANCING AND DEVELOPMENT OF THE PROJECT, AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF ALL DOCUMENTS NECESSARY TO CARRY OUT SUCH FINANCING AND DEVELOPMENT; AND CONTAINING OTHER PROVISIONS RELATED THERETO The Board of Directors of the ANNA PUBLIC FACILITY CORPORATION, a Texas nonprofit public facility corporation organized and existing under the laws of the State of Texas (the "Corporation"), does hereby adopt the following resolutions: WHEREAS, the Corporation's purposes are to assist in the financing of public facilities in the City of Anna and to carry out the purposes of the Texas Public Facility Corporations Act, Chapter 303, Texas Local Government Code, as amended; and WHEREAS, Stan Carver II, an individual, is the President of the Corporation (the "President ") and Joey Grisham, an individual, is the chief administrative officer of the Corporation (the "Chief Administrative Officer"); and WHEREAS, the Corporation intends to enter into a memorandum of understanding (the "MOU"), a form of which is attached hereto as Exhibit A, with JPI Real Estate Acquisition II, LLC (the "Developer") under which the Corporation and the Developer will negotiate terms for participation in the financing and development of an approximately 320 unit multifamily residential development to be located at the intersection of Sharp Road and Finley Road in the City of Anna, Collin County, Texas (the "Project "); and WHEREAS, the Corporation or its wholly -owned affiliate (the "Landlord") intends to acquire and hold fee title to the land upon which the Project is to be constricted and all such improvements that comprise the Project (the "Property"), and will lease the Property to a limited liability company (the "Coinpariy") for purposes of developing the Project pursuant to the terms of a lease between the Landlord and the Company (the "Lease"); and WHEREAS, the Corporation and the Developer intend that the residential units in the Project will be income restricted (the "Income Restrictions") such that at least 33% of the units in the Project will be reserved for rent to residents earning no more than 70% of the area median income (the "AMI"), at least 17% of the units in the Project will be reserved for rent to residents earning less than 80% AMI and no more than 50% of the units in the Project will be unrestricted; and that the Income Restrictions will be documented in a regulatory agreement (the "Regulatory Agreement ") among the Corporation, the Company, the Managing Member (defined below) and the Special Member (defined below); and Anna PFC resolution - Sharp and Finley 4878-99004W8 v3Aoc WHEREAS, the Corporation or its wholly -owned affiliate intends to serve as general contractor (the "General Contractor") and enter into a construction contract with the Company, a master subcontract with an affiliate or designee of the Developer as master subcontractor and any other such documents as may be necessary in connection with the development and construction of the Project (collectively, the "Construction. Documents "); and WHEREAS, the Corporation or its wholly -owned affiliate intends to be admitted to the Company as special member (the "Special Me» rber ") pursuant to an operating agreement that will govern the affairs of the Company (the "Operating Agreement") among the Special Member, an affiliate of the Developer as managing member (the "Managing Member") and an equity investor as the investor member (the "Investor Member "); and WHEREAS, it is contemplated that the Project will be financed with an equity contribution from the investor member to the Company (the "Equity ") and a loan (the `Loan") to the Company (the Equity and Loan together, the "Project Financing "), and that in order to evidence and/or secure the obligations of the Special Member, the Landlord, the General Contractor and/or the Corporation (each a "PFC Entity" collectively, the "PFC Entities ") with respect to the Project Financing, one or more of the PFC Entities may execute and deliver equity and/or loan documents, certificates, assignment agreements and/or any other documents or instruments that may be necessary or desirable to allow the Company to obtain the Project Financing (the "Project Financing Documents" and collectively with the Operating Agreement, Construction Documents, Regulatory Agreement and Lease, the "Transaction Documents ") . RESOLVED, that the form and substance of the MOU is hereby approved, and the President (or in his absence, any officer of the Corporation) is hereby authorized to execute the MOU with such changes as the President (or in his absence, any officer of the Corporation) deems necessary and desirable to effect the purposes of the foregoing resolutions; and RESOLVED, that the President and the Chief Administrative Officer (or in their absence, any officer of the Corporation), acting on behalf of the Corporation, acting on its own behalf or on behalf of a PFC Entity, are hereby authorized to negotiate the terms of the Transaction Documents, as may be necessary and desirable to facilitate the Corporation's participation in the Project and to fulfill the public purposes of the Corporation; and RESOLVED, (a) that each PFC Entity, acting on such PFC Entity's own behalf, is hereby authorized to execute and deliver the Transaction Documents, as may be applicable to such PFC Entity, and to do all things necessary and desirable to facilitate the Corporation's participation in the Project; (b) the Corporation, acting on behalf of a PFC Entity, acting on its own behalf, is hereby authorized to execute and deliver the Transaction Documents and to do all things necessary and desirable to carry out the Corporation's participation in the Project; and (c) the President (or in his absence, any other officer of the Corporation), acting on behalf of the Corporation, acting on behalf of a PFC Entity, acting on its own behalf is hereby individually authorized to (i) execute and deliver the Transaction Documents, with such changes as the President (or in his absence, any other officer of the Corporation) in his discretion believes to be necessary or desirable, and such other documents and instruments in connection therewith as may be necessary or desirable and (ii) do all things necessary or desirable to facilitate the Corporation's participation in the Project; and RESOLVED, that the President (or in his absence, any officer of the Corporation), acting on behalf of the Corporation, acting on behalf of a PFC Entity, acting on its own behalf, is individually authorized to (a) sign, certify to, acknowledge, deliver, accept, file, and record any and all instruments, resolutions and documents, and (b) take, or cause to be taken, any and all such action, in the name and on behalf of the Corporation and/or a PFC Entity, as such person shall deem to be necessary, desirable, or appropriate in order to effect the purposes of the foregoing resolutions. FURTHER RESOLVED, that any and all action taken by the President and the Chief Administrative Officer (or any officer of the Corporation), acting on behalf of the Corporation, acting on behalf of a PFC Entity, acting on its own behalf, prior to the date this consent is actually executed in effecting the purposes of the foregoing resolutions is hereby approved, ratified, and adopted in all respects. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EXIIBIT A MEMORANDUM OF UNDERSTANDING [Attached] MEMORANDUM OF UNDERSTANDING BETWEEN ANNA PUBLIC FACILITY CORPORATION AND JPI REAL ESTATE ACQUISITION II, LLC "[SHARP & FINLEY]" THIS NON -BINDING MEMORANDUM OF UNDERSTANDING (this "MOU") is between the ANNA PUBLIC FACILITY CORPORATION (the "Anna PFC"), a nonprofit public facility corporation organized under Chapter 303 of the Texas Local Government Code, and JPI REAL ESTATE ACQUISITION II, LLC (the "Developer"), a Texas limited liability company and is dated and effective as of , 2023. The Developer is a developer of low and moderate income housing in the State of Texas. The Anna PFC is a nonprofit public facility corporation whose mission is to finance or to provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, furnishing and placement in service of public facilities. The Developer and the Anna PFC hereby agree to negotiate in good faith to potentially finance and develop an approximately 320-unit multifamily housing development to be located at the intersection of Sharp Road and Finley Road in the City of Anna, Collin County, Texas (the "Project"), which, if an agreement is reached, would be accomplished generally in accordance with the terms of this MOU. TERMS A. OWNERSHIP STRUCTURE 1. The Developer will form a Delaware limited liability company (the "Compan)(") for the purpose of owning the Project. A single -purpose entity that is wholly -owned by the Anna PFC or a nonprofit affiliate of the Anna PFC will be admitted into the Company as the sole Special Member (the "Special Member"). 2. The Developer may designate an affiliate to serve as a managing member of the Company (the "Managing Member"), with certain oversight and approval rights. Any such rights must be agreed to by the Anna PFC and may not, in the opinion of Company Counsel (as hereinafter defined), result in the Managing Member being deemed a Special Member for exercising its rights under the Company Agreement (as hereinafter defined). 3. The duties of the Special Member and the Managing Member shall be set forth in a Company agreement (the "Company Agreement") to be entered into among the Special Member, the Managing Member, and an equity investor as the investor member (the "Investor Member"). Memorandum of Understanding — [Sharp & Finley] 4875-4273-6207v.1 015525.00125 Memorandum of Understanding , 2023 Page 2 of 10 The Special Member's execution of the Company Agreement shall be subject to the following terms: W The Special Member's representations shall be limited to those within the Special Member's actual knowledge and in no case shall due inquiry be required, it being understood and agreed that the Special Member will not be looked upon by the Managing Member or the Investor Member to conduct Project -related diligence, and any such diligence conducted by the Anna PFC is solely for its own benefit; (ii) The Special Member shall be indemnified by Managing Member for any liabilities incurred under the Company Agreement or in connection with the Project, except for liabilities incurred as a result of the Special Member's gross negligence or willful misconduct, and in no event shall such indemnification be contingent upon a ruling of a court of law; (iii) The Special Member shall not be required to covenant to undertake actions or obligations that the Managing Member will be required to take under the Company Agreement; and (iv) The Company Agreement shall contain a provision wherein the Managing Member and Investor Member acknowledge that the obligations of the Special Member under the Company Agreement are obligations solely of the Special Member and not the owner of the Special Member. The Developer agrees that it will provide an executed copy of this MOU to the Investor Member prior to executing an equity letter of intent or similar document (an "LOI") and, as set forth in Paragraph C.2. below, agrees to provide the LOI to the Anna PFC for review and comment prior to execution. 4. Title to the land for the Project shall be taken in the name of a subsidiary of the Anna PFC (the "Ground Lessor"), and the Ground Lessor shall then enter into a 99-year ground lease (the "Ground Lease") with the Company, as tenant, holding an interest in the improvements that constitute the Project. Upon termination of the Ground Lease, ownership of the improvements constituting the Project shall revert to the Anna PFC. In the event that the Project is sold, the Ground Lease shall provide for a transfer of title to the land to a purchaser upon payment of a nominal cost. 5. The Managing Member will have the right to assign its direct or indirect interests in the Company with the prior written consent of the Special Member, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however that Managing Member will have the right to assign its direct or indirect interests in the Company without the prior written consent of the Special Member: (i) by a permitted lender, (ii) pursuant to a foreclosure or deed - in -lieu thereof of a permitted lender, (iv) in connection with a permitted ownership transfer, (v) a sale of the Ground Lease, (vi) to an affiliate of the Company or (vii) as otherwise permitted by the Lease or the Company Agreement. 6. It is currently anticipated that an affiliate[s] of Developer may act as both Managing Member and Investor Member (although, at Developer's option, the Investor Member may be a third -party investor selected by Developer). Notwithstanding anything to the contrary herein, 4875-4273-6207v.1 015525.00125 Memorandum of Understanding , 2023 Page 3 of 10 Investor Member will have unrestricted transfer rights on its membership interests in Investor Member and/or its interests in the Company (whether direct or indirect) and no consent shall be required from any party with respect thereto (and no right of first offer or right of first refusal or option in favor of the Special Member will be applicable with respect thereto). B. DUE DILIGENCE As a condition to the Anna PFC's participation in the financing and ownership of the Project, the Anna PFC requires the Developer to provide due diligence information on the Project and its proposed financing and operations pursuant to the due diligence checklist (the "Checklist") attached hereto as Exhibit A. The Developer shall deliver the due diligence items on the Checklist at the times that will be stated on the Checklist. Failure of the Developer to deliver to the Anna PFC due diligence items acceptable to the Anna PFC shall be grounds for the Anna PFC to terminate the negotiations under this MOU in the Anna PFC 's discretion. C. FINANCING 1. The Developer will apply for construction and permanent financing (the "Loan") on behalf of the Company. The Developer shall be responsible for selecting the lender and negotiating the loan terms on behalf of the Company; provided, that the Anna PFC shall have the right to review and approve the financing arrangements and the terms and conditions of any Loan documents. 2. On behalf of the Company, the Developer will facilitate and negotiate the terms of an equity investment in the Project (the "E uit "); provided, that the Anna PFC shall have the right to review and reasonably approve the identity of the Investor Member. The Equity financing documents are expected to include the Company Agreement. 3. The Developer shall pay all costs and fees associated with applying for the Loan and facilitating the Equity investment, which costs, along with all other pre -development costs incurred by the Developer (to the extent included within the approved budget), may be reimbursed at Closing (as defined herein) from the proceeds of the Loan and Equity. In the event this MOU is terminated or the transaction fails to close as contemplated herein, the Developer shall be solely responsible for all costs described above and the Anna PFC and its affiliates shall have no responsibility for payment or reimbursement of such costs. 4. The Developer and its affiliates shall provide any guarantees of construction completion, operating expenses, return on Equity investment, and the like that may be required in conjunction with the Loan or the Equity financing. NEITHER THE ANNA PFC, THE SPECIAL MEMBER NOR ANY OF THEIR AFFILIATES WILL PROVIDE ANY GUARANTEES OR INDEMNITIES IN CONNECTION WITH THE FINANCING OF THE PROJECT. D. DESIGN AND CONSTRUCTION 1. The Developer shall provide comprehensive development services to the Company pursuant to a Development Agreement to be entered into by the Company and Developer. 4875-4273-6207v.1 015525.00125 Memorandum of Understanding , 2023 Page 4 of 10 2. The Developer shall prepare and promptly provide the Anna PFC a detailed development budget for the Project. 3. The Developer shall be responsible for obtaining the services of design professionals for the design of the site plan and design of the Project. The Anna PFC will be provided copies of the final plans and specifications for the Project, including all construction contracts. The Anna PFC will have the right to review, comment and approve such plans, specifications and contracts at least five (5) business days prior to the execution of the contracts. 4. In order to secure an exemption from state sales tax for the acquisition of building materials, a limited liability company wholly -owned by the Anna PFC (the "Contractor"), shall serve as the general contractor in connection with the construction of the Project. In connection with the participation of the Contractor as described in the previous sentence, the Contractor shall be entitled to a fee equal to 1 % of construction hard costs, 50% of which fee shall be payable at Closing and the remaining 50% of such fee shall be payable upon completion of construction of the Project. Developer's affiliate, JPI Construction, LLC, shall serve as the prime subcontractor for the Project and shall receive a fee equal to 5.25% of total cost of the Project. 5. The Developer shall be responsible for obtaining all governmental approvals and permits needed in order to construct and operate the Project. 6. The Project shall be constructed so as to comply with ADA and Section 504 requirements, as applicable under federal and state law. 7. The Construction Contract used with regards to the Project will not be on an AIA form, rather the Construction Contract will be JPI's standard form of construction management agreement, to be negotiated and agreed upon by Developer and Contractor. E. MANAGEMENT AND OPERATION 1. ZRS Management Company or such other Developer designated affiliate shall serve as the property manager (the "Manager") for the Project, which will be memorialized in a management agreement (the "Management Agreement") in form and substance acceptable to the Anna PFC. Developer reserves the right to replace the Manager as it deems necessary, subject to Anna PFC's prior approval, which shall not be unreasonably withheld, delayed, or conditioned. 2. Notwithstanding anything to the contrary, the Management Agreement will automatically renew upon its scheduled termination unless either party gives ninety (90) days' notice to renegotiate the terms or terminate the Management Agreement. F. COMMUNITY SUPPORT The Anna PFC and the Developer shall be jointly responsible for interfacing with the local governmental officials in connection with support for the Project. The parties will consult with each other and coordinate the response to any media inquiries and/or public opposition to the Project that may arise. 4875-4273-6207v.1 015525.00125 Memorandum of Understanding , 2023 Page 5 of 10 G. AD VALOREM PROPERTY TAX EXEMPTION The ownership structure contemplated herein is expected to generate ad valorem tax exemption for the Project. The Anna PFC, on behalf of the Company, shall work with the Collin County appraisal district to obtain confirmation of the availability of such exemption in the form of a pre -determination letter. At Closing, the Developer shall cause an opinion of counsel to be delivered, in form and substance acceptable to the Anna PFC, with respect to the ad valorem tax exemption, which opinion will also cover the exemption from state sales taxation. H. RENT, FEES, AND EXPENSES 1. The Developer shall be entitled to receive a development fee (the "Development Fee") equal to 5% of the total cost of the Project for its services in developing the Project. In addition, at the Closing, Anna PFC shall be paid a separate upfront development fee in an amount equal to 20% of the Development Fee. 2. The Company shall pay to Anna PFC an annual lease payment under the Ground Lease initially in the amount of $27,500 (the "Lease Rent"), which payment shall be increased annually by 3% so long as the Ground Lease is in effect. The rent commencement date for the Lease Rent shall be the date that is 6 months after completion of construction of the Project. Further, the Lease Rent shall be paid by the Company in 12 equal installments each year and shall be payable monthly as an operating expense. 3. The Special Member shall be entitled to receive a share equal to 1 % of the gross sales price for a sale of the Project to a third party (the "Sale Fee"). The Sale Fee shall be paid to the Special Member after repayment of the Loan but prior to any payment to Equity. In the event of a refinancing of the Loan on the Project to a new lender, the Special Member shall be entitled to receive a share equal to 10% of net cash flow generated from the refinancing, subordinate to Investor Member first receiving a return of all capital and a preferred return of 8%. All other fees, distributions or sale or refinancing proceeds payable to the Special Member pursuant to the terms of the Company Agreement, shall be retained by the Special Member and the Special Member shall not be required, under any circumstance, to share any such fees, distributions or sale or refinancing proceeds with the Developer. 4. The Special Member and Managing Member shall each be entitled to receive a Company management fee in the amount of $10,000 per year for its services in connection with management of the Company, which fee shall increase by 3% annually and accrue without interest if cash flow is insufficient to pay such fee in any year. Developer or its affiliate will provide asset management services to the Company, and Developer shall be paid a maximum of 35 basis points of project cost per annum, paid monthly through stabilization, and $150,000 per year after stabilization. 5. Neither party shall enter into any contractual relationship or agreement relating to the Project that would cause either financial or legal liability to the other, without the other party's prior written consent. 6. All expenses incurred by the City of Anna and Anna PFC in connection with this MOU and the Project, including but not limited to costs for staff time to review the proposed 4875-4273-6207v.1 015525.00125 Memorandum of Understanding , 2023 Page 6 of 10 Project, third -party reports, the Anna PFC's legal counsel, the City of Anna's legal counsel, counsel to the Special Member and the Company, special real estate counsel, financial advisor and other expenses incurred by the Anna PFC in connection with the proposed Project (the "Costs"), shall be included in the Project's development budget and reimbursed by the Company to the Anna PFC concurrently with the closing on the Loan (the "Closing"). Anna PFC expects to incur costs for its counsel in the amount of $100,000 and for its financial advisor in the amount of $100,000, which fees are in addition to fees set forth in the immediately succeeding paragraph. In addition to the fees set forth above and as a precondition for the Anna PFC proceeding with the financing of the Project, upon execution and delivery of this MOU, the Developer shall pay the amount of $25,000 to each of Hilltop Securities Inc. and Chapman and Cutler LLP. Such fees are nonrefundable. I. REGULATORY RESTRICTIONS The Developer and the Anna PFC agree that (i) at least 33% of the units in the Project will be restricted for rent to individuals and families earning no more than 70% of the area median income (as published from time to time by the Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937, as amended and referred to herein as "AMI"); (ii) at least 17% of the units in the Project will be restricted for rent to individuals and families earning no more than 80% AMI; and (iii) the remainder of the units in the Project will be at market rents determined by Developer. Further, the Project will be subject to any such other restrictions as shall be required by the Anna PFC. Income shall be verified by the Developer pursuant to a review of the tenants' federal income tax returns or other commercially reasonable method acceptable to the Anna PFC. The Developer and the Anna PFC will enter into a Regulatory Agreement at Closing to be recorded in the applicable county land records that will set forth the income restrictions and describe the methodology for income verification and reporting. J. SALE AND TERMINATION RIGHTS 1. Managing Member may elect to transfer, sell, and assign its interest in the Ground Lease to a third party at any time following the thirtieth (301') day after completion of construction so long as Special Member consents to the identity of such third party via Special Member's customary "know your customer" practices, such consent not to be unreasonably withheld, conditioned, or delayed. 2. Managing Member may elect to terminate the Ground Lease at any time following the thirtieth (30t') day after completion of construction so long as Managing Member pays to Special Member an Early Termination Fee on the actual date of termination (the "Early Termination Date"). As used herein, "Early Termination Fee" means (a) in the case of an Early Termination Date which occurs on or before the tenth (10t') anniversary of the Ground Lease effective date, $1,000,000, (b) in the case of an Early Termination Date which occurs after the tenth (10t') anniversary of the Ground Lease effective date but on or before the fifteenth (150) anniversary of the Ground Lease effective date, $750,000, (c) in the case of an Early Termination Date which occurs after the fifteenth (15t') anniversary of the Ground Lease effective date but on or before the twentieth (201) anniversary of the Ground Lease effective date, $500,000, (d) in the 4875-4273-6207v.1 015525.00125 Memorandum of Understanding , 2023 Page 7 of 10 case of an Early Termination Date which occurs after the twentieth (201) anniversary of the Ground Lease effective date but on or before the twenty-fifth (25t') anniversary of the Ground Lease effective date, $250,000, (e) in the case of an Early Termination Date which occurs after the twenty-fifth (25th) anniversary of the Ground Lease effective date but on or before the thirtieth (30th) anniversary of the Ground Lease effective date, $100,000, or (f) in the case of an Early Termination Date which occurs at any time after the thirtieth (30'h) anniversary of the Ground Lease effective date, $0. K. MISCELLANEOUS 1. This MOU is a letter of intent only. The parties contemplate entering into the Company Agreement that will fully set forth their respective rights, duties, and obligations. This MOU will have no binding effect and may be terminated at any time by either party for any reason. Upon termination of this MOU for any of the reasons cited above, neither party shall have any ongoing obligation to the other with respect to this MOU or the Project. 2. The parties acknowledge that the Company, the Special Member, the Anna PFC and its affiliates will be represented in this transaction by Chapman and Cutler LLP ("Company Counsel") in a legal capacity and Hilltop Securities Inc. in a financial advisory capacity ("Hilltop Securities"). The Developer, the Managing Member and their affiliates will be represented by separate counsel and will not be entitled to rely on Company Counsel for representation in this matter and acknowledges that no financial advisory relationship will exist among the Developer, the Managing Member and their affiliates and Hilltop Securities. [Remainder of Page Intentionally Left Blank] 4875-4273-6207v.1 015525.00125 EXECUTED to be effective as of the date above shown. I:,T7,V11O17> IN T0It1111116Wi C7 71i] T-,W9]I, Name: !SnaN cA�� Title: T451bem-r JPI REAL ESTATE ACQUISITION II, LLC, A TEXAS LIMITED LIABILITY COMPANY By: Name: Title: [Signature Page to "[Sharp & Finley)" MOU] 4875-0273-8207v.1 015525.00125 EXHIBIT A ANNA PUBLIC FACILITY CORPORATION CHECKLIST OF DUE DILIGENCE 4875-4273-6207v.1 015525.00125 EXHIBIT A ANNA PUBLIC FACILITY CORPORATION CHECKLIST OF DUE DILIGENCE PROPERTY ITEMS RECEIVED ITEM DEADLINE NOTES Project Description, including number of units unit sizes and amenities. Site Location information, with map. Proposed Rent Schedule, with tenant income restrictions. Site Plan Market Stud Appraisal Phase I Environmental Soils Report Evidence of site control Evidence of zoning Title Commitment with all exceptions Survey Physical needs analysis (for rehabilitationprojects) DEVELOPMENT ITEMS RECEIVED ITEM DEADLINE NOTES Detailed Development Budget Sources and Users Statement of Developer's experience, including evidence of newt worth. Resume of Master Subcontractor, with evidence of experience Plans and Specifications Resume of Architect, with evidence of experience. 4875-4273-6207v.1 015525.00125 FINANCING ITEMS RECEIVED ITEM DEADLINE NOTES 15- ear Pro Forma Debt financing commitment Equity financing commitment Description of all other sources of financing Application for debt financing OPERATIONAL ITEMS RECEIVED ITEM DEADLINE NOTES Resume of property management company, with evidence of experience. Description of social services to be provided and information regarding social services provider Proposed Rent Schedule, with tenant income restrictions Current rent roll if applicable) ORGANIZATIONAL ITEMS RECEIVED ITEM DEADLINE NOTES Organizational documents for limited Company 4875-4273-6207v.1 015525.00125