new york state housing finance agency

NEW YORK STATE HOUSING FINANCE AGENCY

STATE OF NEW YORK MORTGAGE AGENCY

NEW YORK STATE AFFORDABLE HOUSING CORPORATION

STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE

COMMITTEE

NEW YORK STATE HOUSING FINANCE AGENCY FINANCE AND PROGRAM

COMMITTEE

641 LEXINGTON AVENUE, NEW YORK, NY 10017

(212) 688-4000 - FAX (212) 872-0789

BOARD MEETINGS

THURSDAY, FEBRUARY 11, 2021

9:00 A. M.

ANDREW M. CUOMO Governor

RUTHANNE VISNAUSKAS Commissioner/CEO

641 Lexington Avenue • New York, NY 10022 • nyshcr.org

F:\LEGAL\LV\2021\Board Book February\Member Listing\Member Listing.docx

BOARD OF DIRECTORS

HFA/AHC MEMBERS SONYMA DIRECTORS

Kenneth G. Adams, Chairman Kenneth G. Adams, Chairman

RuthAnne Visnauskas , Vice Chair RuthAnne Visnauskas, Vice Chair

Michael R. Schmidt Jonathan A. Ballan

Joyce L. Miller David E. Kapell

Robert Mujica Joyce L. Miller

Robert Mujica

Maria T. Vullo

Bethaida Gonzalez

V. Elaine Gross

STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE

COMMITTEE

Kenneth G. Adams, Chairman

Jonathan A. Ballan

David E. Kapell

Robert Mujica

RuthAnne Visnauskas

HFA FINANCE AND PROGRAM COMMITTEE

Kenneth G. Adams, Chairman

Robert Mujica

RuthAnne Visnauskas




C:\Users\welli\Downloads\HFA-AHC-SONYMA Transmittal Letter Final.docx

February 4, 2021 FROM: Secretary to the Boards TO: HFA/AHC/SONYMA Members and Directors SUBJECT: Board Meetings

Attached are the agenda and materials for the meetings of SONYMA, HFA, AHC, as well as the meetings of the HFA Finance and Program Committee scheduled to be held on Thursday, February 11, 2021.

Due to the unprecedented impact of the COVID-19 epidemic, the Governor has by

Executive Order revised some of the provisions of State law, including the Open Meetings Law, so that government agencies can prudently and safely continue their missions.

As a result, this month’s meeting will not be held at the Agencies’ offices, but will be held

via conference call, with the public being provided the call-in number so that they can listen to the proceedings.

The meeting will be held at 9:00 a.m.

We look forward to your participation at the meeting.

_______________________ Secretary to the Boards

1


NEW YORK STATE AFFORDABLE HOUSING CORPORATION


STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE

INSURANCE COMMITTEE

NEW YORK STATE HOUSING FINANCE AGENCY FINANCE AND

PROGRAM COMMITTEE

9:00 A.M. THURSDAY, FEBRUARY 11, 2021 ______________________________________________________________________________

SHARED ACTION ITEMS:

1. Approval of the transcript of the Board and Committee meetings held via telephone on

January 28, 2021. (HFA/AHC/SONYMA/MBBA/TSFC).

ITEMS REQUIRING MORTGAGE INSURANCE COMMITTEE, SONYMA BOARD

ACTION, HFA FINANCE AND PROGRAM COMMITTEE AND HFA MEMBERS’

ACTION:

2.

a. Resolutions of the SONYMA Mortgage Insurance Committee and SONYMA Board

recommending and approving 100% mortgage insurance on a $8,795,000 HFA

permanent first mortgage loan for 62 Main Street, Tarrytown, Westchester County.

b. Resolutions of the HFA Finance and Program Committee and the HFA Members

recommending and authorizing the financing approval of $ 24,605,000 maximum fixed-

rate and/or variable-rate, tax-exempt and/or taxable bonds, and an amount not to exceed

$11,944,628 in HFA subsidy funds, for 62 Main Street, Tarrytown, Westchester County.

3.


recommending and approving 100% mortgage insurance on a $16,000,000 HFA

permanent first mortgage loan for Workforce Brooklyn Restoration, Brooklyn, Kings

County.


recommending and authorizing the financing approval of $37,615,000 maximum fixed-

rate and/or variable-rate, tax-exempt and/or taxable bonds, and an amount not to exceed

$7,631,982 in HFA subsidy funds, for Workforce Brooklyn Restoration, Brooklyn, Kings

County.

2

4.


recommending and approving 100% mortgage insurance on a $2,750,000 increase to

$11,435,000 on an HFA permanent first mortgage loan for The Grand Apartments,

Bronx, Bronx County.


recommending and authorizing an increase of the maximum amount of fixed rate bonds

authorized to be issued for the below project, from the previously approved not to exceed

amount of $35,500,000 to $42,635,000 for The Grand Apartments, Bronx, Bronx County.

ITEM REQUIRING SONYMA MORTGAGE INSURANCE COMMITTEE

ACTION AND HFA FINANCE AND PROGRAM COMMITTEE AND HFA

MEMBERS ACTION

5.

a. Resolutions of the SONYMA Mortgage Insurance Committee approving 100%

mortgage insurance on a $3,655,000 HFA permanent first mortgage for Auburn

Heights, Auburn, Cayuga County.


recommending and authorizing the financing approval of $6,638,500 maximum

fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds, and an amount

not to exceed $3,600,000 in HFA subsidy funds, for Auburn Heights, Auburn,

Cayuga County.

ITEM REQUIRING HFA FINANCE AND PROGRAM COMMITTEE AND HFA

MEMBER ACTION:

6. Resolutions of the HFA Finance and Program Committee and the HFA Members

recommending and authorizing the financing approval of $238,280,000

maximum fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds for

500 Main Street, New Rochelle, Westchester County.

3

ITEMS REQUIRING SONYMA BOARD ACTION:

7. Resolution authorizing the redemption of the Agency’s outstanding NYHELPs

Education Loan Revenue Bonds, 2009 Series A, issued as part of the New York

Higher Education Loan Program (the “NYHELPs Program”), created under Part J

of Chapter 57 of the Laws of 2009, and the taking of certain additional steps in

connection therewith.

8. Approval for the SONYMA Community Restoration Fund to partner with NJCC

and make an equity contribution of $1,152,671.85 for the acquisition of 77 non-

performing loans from HUD.

MIF INFORMATION ITEM:

9. Activity Reports for the period January 1, 2021 through January 31, 2021.

AHC CONSENT INTEM:

10. Resolution authorizing award of grant funds for certain projects.

1. Utica R.F.&H.S. Program III (5R44) – Oneida County

2. Washington Home Improvement Program (6R05) – Washington County

3. ANCP 993-995 Union Avenue Cluster (10R38) – Bronx County

4. ANCR 2274 ACP Cluster (10R61) - New York County

5. Bed Stuy Central Open-Door Program (10R66) - Kings County

6. Small Homes Rehab NYCHA Cluster III (10R70) - Bronx, Kings, Queens and

New York Counties

7. 2019-2020 RRC AHC HIP (11R33) - Wyoming and Erie Counties

SHARED ACTION ITEMS:

ITEM 1:




February 4, 2021

FROM: Secretary to the Boards TO: Members and Directors

SUBJECT: Adoption of Board meeting transcript.

As a result of the COVID crisis, and in accordance with the Governor’s

Executive Order amending Article 7 of the Public Officers Law, the regularly

scheduled Board meetings of the Agencies was held on January 28, 2021 via telephone

conference, with the public having access to a telephone number through which they

could listen to the meetings.

The Executive Order provided that the public have the ability to listen to the

meeting, and that the meetings be transcribed.

In lieu of the usual Board minutes, attached is the transcript of the meetings,

which include all the materials normally included in the minutes. The transcript is

presented for your review. If there are no corrections, the transcript stands approved as

read, and will be used as the Agencies’ records of proceeding.

TRANSCRIPT OF THE JANUARY 28, 2021 BOARD MEETINGS OF THE NEW YORK STATE HOUSING FINANCE AGENCY, THE STATE OF NEW YORK MORTGAGE AGENCY, THE AFFORDABLE HOUSING CORPORATION, THE STATE OF NEW YORK MORTGAGE AGENCY MORTGAGE INSURANCE COMMITTEE, THE STATE OF NEW YORK MUNICIPAL BOND BANK AGENCY AND THE TOBACCO SETTLEMENT FINANCING CORPORATION Linda Manley, Senior Vice President and Counsel to the Agencies, stated that she will now open the January 28, 2021 meeting of the Boards of the New York State Housing Finance Agency, the State of New York Mortgage Agency, the Affordable Housing Corporation, the State of New York Mortgage Agency Mortgage Insurance Committee, the State of New York Municipal Bond Bank Agency and the Tobacco Settlement Financing Corporation and noted that because of the novel corona virus emergency in the State, and Federal bans on large meetings or gathering and pursuant to Governor Cuomo’s executive order 220.1 issued on March 12, 2020, which order was extended on January 2, 2021 certain provision of the open meetings law have been suspended. Ms. Manley also stated that the Board meeting would be held by conference call instead of as a public meeting open for the public to attend in person, and that a call-in number was made public for the public to listen to the proceedings. Ms. Manley noted that because of these special features a change in voting procedures would be put in place for this meeting and she would be asking each Board member to record their votes individually. Ms. Manley asked for a motion to call the meeting of the HFA and AHC Boards to order. Chairman Adams made the motion and Mr. Curtis seconded. Mr. Olczak voted aye; Ms. Visnauskas voted aye; Ms. Miller voted aye. Ms. Manley noted the presence of a quorum for HFA and AHC. Ms. Manley asked for a motion to call the meeting of the SONYMA Board to order. Chairman Adams made the motion and Mr. Ballan seconded. Ms. Visnauskas voted aye, Mr. Olczak voted aye; Ms. Gonzalez voted aye; and Ms. Miller voted aye. Ms. Manley noted the presence of a quorum for SONYMA. Ms. Manley asked for a motion to call the meeting of the SONYMA Mortgage Insurance Committee to order. Chairman Adams made the motion and Mr. Ballan seconded the motion. Mr. Olczak voted aye; Ms. Visnauskas voted aye; Ms. Miller voted aye. Ms. Manley noted the presence of a quorum for the MIF. Ms. Manley asked for a motion to call the meeting of the MBBA and TSFC Boards to order. Chairman Adams made the motion and Mr. Olczak seconded the motion. Ms. Baldwin voted aye; Mr. SanFilippo voted aye; Ms. Miller voted aye. Ms. Manley noted the presence of a quorum for the MBBA and TSFC. Chairman Adams noted the appointment to the SONYMA Board of a new member and noted that Ms. Gross had informed the Agency that because of illness she could not attend this meeting. Ms. Manley noted that introductory materials had been sent to the new member. Chairman Adams then stated that Ms. Visnauskas would make her monthly President’s report. Ms. Visnauskas thanked everyone for participating by telephone at this Board meeting and summarized the list of items to be considered by the Boards.

- Mortgage Insurance for 62 units of workforce housing in Utica, Oneida County. - Several important action items and; - An AHC consent item for 61-units of affordable housing totaling just over $1.6-million all located outside of NYC. Next, she updated the Boards on the status of both the HFA and SONYMA portfolios, in light of the pandemic, With regard to the HFA Portfolio: • Two projects were delinquent with their December 2020 Debt Service Payments. Totaling $107,145.05. Both projects have since made their required payments and cited a lapse in their invoice processing as cause for the delinquency. Both projects are insured by SONYMA. • Rent Revenue Collections for December have decreased slightly. Roughly half of our projects have reported. Our delinquency rate has increased from 9 percent to 10 percent. • Forbearance requests have held constant at 41 no additional forbearance request were received in the month of December and no additional forbearance request has been approved. Regarding SONYMA: • SONYMA continues to offer forbearance to homeowners impacted by COVID. We have updated our current policy to extend this offer to homeowners who request forbearance through May 31, 2021. • The Mortgage Insurance Fund will continue to pay advance claims for up to eighteen months for those loans whose borrowers have requested forbearance between March 1, 2020 and September 30, 2020. • The MIF has paid approximately $5.7 million in advance claims to SONYMA as of November 30th, of which borrowers have repaid approximately $1.2-million. • As of November 30th, the percentage of delinquent loans approved for forbearance have remained steady, with approximately 5.7% of the outstanding principal balance of loans across both bond programs approved and in forbearance. Another 5.9% have been approved for forbearance but are currently continuing to pay. • 30, 60 and 90 day delinquencies across both Resolutions were comparable to what they were as of the same date last year. 120+ days delinquencies, predictably, have increased by approximately 3.7% from the same period last year. COVID Emergency Rent Relief Program Ms. Visnauskas noted that HCR staff has been working hard since June to implement NYS’s COVID Rent Relief Program, which will be wrapping up in the next month. • In mid-December the Governor announced the re-opening of the program and the expansion of the eligibility criteria - applicants no longer have to be rent burdened (paying more than 30% of their

income to rent) before COVID to be eligible. And the application period is now through midnight on February 1st. • As of January 22nd, we have approved $39 million in payments to over 15K applicants. • Since reopening the application period, we have received over 10K applications. We have also made a number of improvements to the reopened program including using call center staff to take applications over the phone for households who lack access to the internet. We also have added more bilingual staff. Overall, we have received over 105K applications either online or on paper. • HCR staff have worked diligently as both case managers and answering calls. Staff have been on the front lines helping applicants navigate this very targeted program, listening to their frustrations, and showing compassion. • Case managers are currently reviewing the 10K+ applications received in the second round and are hopeful that all applications will be reviewed and eligibility determinations be complete within the next 4 weeks. HCR Offices & Staffing Ms. Visnauskas noted that all HCR offices are now open. Most staff with the exception of ORA, continue to work from home. The Statewide Telecommuting Pilot Program has been extended to April 1st. Special provisions continue for staff working on site and include enhanced office cleaning, temperature checks, social distancing and agency provided PPE. Policy In the Policy Area, the agency continues to be very busy. We are working with the governor’s office and our sister agency OTDA in shaping NYS forth-coming federally funded rental assistance program. The most recent COVID relief bill contained $25-billion in rental assistance with NYS to receive approximately $1.2-billion. NYS and several cities within the State have requested fund. The bill also fixed the 4% rate at 4% in the bond program something many of us have been working on for several years. Earlier in the month Governor Cuomo delivered his budget address in which he continued his commitment to affordable housing. Lastly, Ms. Visnauskas noted that she continues to meet with and visit our projects and partners across the state (mostly virtual!). Some of her activity since our last meeting in December included: On December 14th – meeting with CHIP and HCR staff. On December 14th – meeting with Raise the Green Roof and HCR staff. On December 15th – meet and greet with NYSAFAH members and HCR staff. On January 26th – a virtual ribbon cutting for the Rochester Transition Apartments. Chairman Adams proceeded to present the various board and committee transcripts of the December

Board meetings as well as the minutes of the SONYMA Finance and Program Committee meeting held

on January 30, 2020 and, noting that there were no comments from Board members, he stated that the

transcript was deemed approved. The transcripts, until the Boards commence their regular Board

meetings, would be adopted in lieu of Minutes.

Chairman Adams noted that the next item on the agenda would be taken out of order and involved the

appointment of a Senior Vice President for HFA.

Ms. Visnauskas presented the item, introducing Ms. Thehbbia Wilmot as the candidate for the position of

Senior Vice President for Multifamily Finance and Programs.

Ms. Manley moved for adoption of the resolution transmitted in connection therewith. For HFA and AHC, Ms. Manley asked for a motion and second. Chairman Adams made the motions and Mr. Curtis seconded Mr. Olczak voted aye; Ms. Visnauskas voted aye; Ms. Miller voted aye. The motion was carried and the resolution adopted. Chairman Adams noted that the next item was the approval of the program budgets for HFA and MBBA. There was no discussion of this item. For HFA, Ms. Manley asked for a motion and second. Chairman Adams made the motions and Mr. Curtis seconded Mr. Olczak voted aye; Ms. Visnauskas voted aye; Ms. Miller voted aye. For MBBA, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Olczak seconded the motion. Ms. Baldwin voted aye; Mr. SanFilippo voted aye; Ms. Miller voted aye. The motions were carried and the resolutions adopted. Chairman Adams asked Ms. Manley to adjourn the MBBA and TSFC meetings. Ms. Manley asked for motions and seconds to adjourn the meeting. Chairman Adams made the motions and Mr. Olczak seconded. Mr. Olczak, Mr. SanFilippo, Ms. Miller and Ms. Baldwin each voted to adjourn. The motions were carried and the resolutions adopted. Ms. Manley informed the MBBA and TSFC directors that the next MBBA and TSFC meetings are scheduled for Thursday, April 15, 2021 at 9:00 a.m. Chairman Adams noted that the next items are items to be considered for mortgage insurance by the

State of New York Mortgage Agency Mortgage Insurance Committee:

The first item was a Resolution approving 100% mortgage insurance on a $244,000 increase to $2,240,000

on a CPC permanent first mortgage loan for 109 South Williams Street, Newburgh, Orange County. Mr.

Friedman presented the item.

For SONYMA Mortgage Insurance Committee, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Ballan seconded the motion. Mr. Olczak voted aye; Ms. Visnauskas voted aye; Ms. Miller voted aye.

The motion was carried and the resolution adopted.

Chairman Adams noted that the next item will be considered for mortgage insurance by the State of New

York Mortgage Agency Mortgage Insurance Committee and by the SONYMA Board:

Resolutions of the SONYMA Mortgage Insurance Committee and SONYMA Board approving 100%

mortgage insurance on a $12,597,163 CPC permanent first mortgage for Utica Steam Cotton Building,

Utica, Oneida County. Mr. Friedman presented the item.

For SONYMA Mortgage Insurance Committee, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Ballan seconded the motion. Mr. Olczak voted aye; Ms. Visnauskas voted aye; Ms. Miller voted aye. For SONYMA, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Kapell seconded. Mr. Ballan voted aye; Ms. Visnauskas voted aye, Mr. Olczak voted aye; Ms. Gonzalez voted aye; Ms. Miller voted aye. The motions were carried and the resolutions adopted.

Chairman Adams noted that the last item on the agenda is an Information Item, for SONYMA MIF: Item eleven: The Activity Report for the Mortgage Insurance Committee for the period from December 1, 2020 through December 31, 2020.

Chairman Adams noted that the next items would be SONYMA Action Items, the first of which also

involves the SONYMA Finance and Program Committee.

Resolutions of the Finance and Program Committee of the State of New York Mortgage Agency and of

the SONYMA Board recommending and approving the adoption of Series Resolutions authorizing the

issuance of bonds thereunder. Mr. McIntyre presented the item.

For SONYMA Finance and Program Committee, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Olczak voted aye. For SONYMA, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Ballan seconded. Ms. Visnauskas voted aye, Mr. Olczak voted aye; Ms. Gonzalez voted aye; Ms. Miller voted aye. The motions were carried and the resolutions adopted.

Chairman Adams noted that the next item on the agenda was a confidential item and involved the annual

report of the New York State Department of Financial Services as it relates to their audit of the SONYMA

programs for the period ending October 31, 2019. Ms. Manley presented the item.

Chairman Adams noted how important and useful the report was in noting the complexities and issues involving SONYMA and urged Board members to keep it in mind. There was an exchange with staff on certain parts of the Agency’s response to the audit, which is included as part of the materials. Ms. Mallow fielded questions on the IT sections of the report.

For SONYMA, Ms. Manley asked for a motion and second. Chairman Adams made the motion and Mr. Ballan seconded. Ms. Visnauskas voted aye, Mr. Olczak voted aye; Ms. Gonzalez voted aye; Ms. Miller voted aye. The motions were carried and the resolutions adopted.

Chairman Adams asked Ms. Manley to adjourn the meeting. Ms. Manley asked for motions and seconds to adjourn the meeting. Chairman Adams made the motions and Mr. Olczak seconded. Mr. Olczak, Mr. Curtis, Ms. Visnauskas, Ms. Gonzalez, Ms. Miller, Mr. Ballan each voted to adjourn. The motions were carried and the resolutions adopted. Ms. Manley informed about next SONYMA, HFA, AHC Boards and SONYMA Mortgage Insurance Committee meetings are scheduled for Thursday, February 11, 2021 at 9:00 a.m.

ITEMS REQUIRING MORTGAGE INSURANCE COMMITTEE, SONYMA

BOARD ACTION, HFA FINANCE AND PROGRAM COMMITTEE ACTION

AND HFA MEMBERS ACTION:

ITEM 2(a):



MEMORANDUM

February 4, 2021

FROM: Michael A. Friedman TO: Mortgage Insurance Committee Members

SONYMA Directors

SUBJECT: Approval of Permanent Mortgage Insurance for 62 Main Street, Tarrytown,

Westchester County; Certificate No. 8-344

Executive Summary

Insured Mortgage/ $8,795,000 / 4.00% / 30 years

Mortgagee: New York State Housing Finance Agency

Project Description: Historic re-adaptation of one building and construction of another

building comprising a total of 109 senior units.

Public Purpose: The Project will provide low income housing.

Income Restrictions/ All units are restricted to households with incomes up to 30%, 40%,

Affordability: 50%, 60% or 70% of AMI, adjusted by household size. Eight units

will benefit from a project-based Section 8 HAP contract. The

remaining units will have rents at 30%, 40%, 50%, 60% or 70% of

AMI, adjusted by unit size. Rents will be regulated by HFA through

a regulatory agreement and by HUD through the Section 8 HAP

Contract. See page three of the Project Summary for the schedule of

initial rents and affordability levels.

Subsidy: $11,944,628 HCR New Construction Program Loan

$9,000,000 Asbury Terrace loan

$5,000,000 New Homes and Land Acquisition Funds-Westchester

County grant

$85,400 NYSERDA grant – sponsor loan

$102,695 from solar tax credits

$15,643,690 from federal LIHTCs

Project-based Section 8 HAP contract covering 8 units

90-year PILOT agreement with the Village of Tarrytown & Town of

Greenburgh

Cert # 8-344 (Gary Schuldenfrei)

February 1, 2021 (4:20PM) 2

Project Ownership: 62 Main Apartments, L.P. is the beneficial owner controlled by

Wilder Balter Partners, Inc. The legal owner is HAC Tarrytown

Housing Development Fund Company Inc. whose sole member is

the Housing Action Council. The investor member is Regions

Affordable Housing, LLC. .

Project Information

Project Background: The Project involves the $6,500,000 acquisition of a 1.12 acre parcel

comprising the historic Family YMCA of Tarrytown campus,

adaptive reuse of the three main buildings, demolition of two other

structures and construction of a new residential building above a

183-car parking garage.

Ashbury Terrace was owned by Tarrytown HDFC. The HDFC sold

the project and granted the proceeds to Housing Action Council,

which controls the legal owner, and made the $9 million loan.

The Project will receive a project-based Section 8 HAP contract

covering 8 units. (See Special Conditions.)

Neighborhood(s): The Project has frontage on both Main Street and Windle Park in the

Village of Tarrytown. (See Location Map-Exhibit D.) The

immediate area is residential, improved with single family attached

homes. The Project is three blocks east of the Metro-North train

station. Convenience shopping, restaurants and other services are

available a few blocks to the east of the Project.

Description of Rehabilitation and Construction

Historic re-adaptation of the 4-story elevatored WMCA building into

21 units. Construction of a new three-story elevatored building with

88 units above a three- story parking garage (with 2 levels below

grade) comprising 183 spaces; a geothermal system for heat and hot

water; rooftop solar panels and other work-related items.

Hard Cost Estimate PSF: $194+

Hard Cost

Per Dwelling Unit: $290,086+

Total Project Cost: $54,215,370


February 1, 2021 (4:20PM) 3

Environmental Report: Pending. See Special Conditions.

Project Rental Structure

Rent Schedule:

Unit Type

Affordability

% of AMI

# Units

SF

Monthly

Rent

Studio 30% 14 541 $632

One-bedroom 30% 6 679 $632

One-bedroom Sec. 8 8 679 $1,881

One-bedroom 40% 7 679 $843

One-bedroom 50% 8 679 $1,128

One-bedroom 60% 55 679 $1,354

One-bedroom 70% 10 679 $1,580

Total 108

Schedule excludes one non-revenue two-bedroom superintendent’s unit. Rent includes all utilities.

Other Income: $15,696 from laundry income.

Proposed Project Financing

Insured Loan

Payment Schedule: $43,700/month for 30 years

Borrower

Equity Contribution: $15,643,690 from federal LIHTCs

$102,695 from solar tax credits

$287,892 from geothermal tax credits

$1,923,169 from a deferred developer fee

Percent of Total

Project Costs: 34%

Ins. Effective Date: At permanent loan closing.

Underwriting

Loan to Value Ratio: 68%.

Liability to Value Ratio: 68%.

Projected Income/Expense Ratio: 1.06:1


February 1, 2021 (4:20PM) 4

NOI/DS: 1.15:1

(See Exhibits A-C for further details)

______________________________________________________________________________

Appraisal Summary

Ownership Rights Appraised: Fee.

Valuation: $12,900,000

Valuation Methodology: Income Approach using market-rate financing, below market

rents and subject to real estate tax benefits.

Capitalization Rate: 5.50%.

Developer Description/Management Capacity

Developer History: Over the past 25 years Wilder Balter has successfully

completed the development of over 2,500 rental housing

units in the New York City Metropolitan Area.

Management Experience: The Project will be managed by WB Residential

Communities, Inc., an affiliate of the borrower.

SONYMA Commitments

and/or PIFs: See Exhibit F-Schedule of Commitments/Policies in Force

Risk Analysis

● The loan amount is $80,688 per unit and equals 16% of the Project’s total

development cost of $497,389 per unit. ● The Project has satisfactory loan to value and liability to value ratios of 68% and a

satisfactory income to expense ratio (1.06:1) and debt-service coverage ratio (1.15:1).

● The Project will break even with a 10% vacancy and collection loss or a 10%

increase in operating expenses. Special Conditions: Mortgage insurance is expected to become effective at permanent

loan closing subject to the following:

● SONYMA required rent achievement level of $1,513,286 (@ 1.05:1).


February 1, 2021 (4:20PM) 5

● Submission of an environmental report. ● PILOT agreement with the Village of Tarrytown and the Town of Greenburgh.

● Project-based Section 8 HAP contract covering 8 units.

Conclusion: It is recommended that the Mortgage Insurance Committee and SONYMA Directors

approve issuance of a Commitment to Insure covering 100% mortgage insurance for the Project on a loan amount of $8,795,000

_____________________________________________________________________________

Attachments

Exhibit A Sources and Uses of Loan Proceeds

Exhibit B Income and Expense Analysis Exhibit C Maintenance and Operating Expenses Exhibit D Location Map(s) Exhibit E Project Photo(s) Exhibit F Schedule of Commitments/Policies in Force

Exhibit A

62 Main Street

Tarrytown, Westchester County

Certificate # 8-344

PROJECT FINANCIAL STRUCTURE

Sources of Funds

lst Mortgage, HFA $8,795,000

HCR New Construct. Program Loan $11,944,628 0.5% interest, $4,977/mo. payments

HCR NCP Accrued Interest $800,896

Asbury Terrace Loan $9,000,000 No scheduled repayment

NHLA-Westchester Grant $5,000,000 No scheduled repayment

NYSERDA Grant-Sponsor Loan $85,400

Federal LIHTCs $15,643,690

Solar Tax Credits $102,695

Geothermal Tax Credits $287,892

Sponsor Loan $632,000

Deferred Developer Fee $1,923,169

Total Sources $54,215,370

Uses of Funds

Per SF. Per Unit

Total Cost (163,077) (109)

Acquisition Costs $6,500,000 $40 $59,633

Hard Costs $31,619,369 $194 $290,086

Soft Costs $8,435,695 $52 $77,392

Reserves & Escrows $1,360,306 $8 $12,480

Developer Fee $6,300,000 $39 $57,798

Total Uses $54,215,370 $333 $497,389

30-year term; 4.00% interest rate (rate

includes mortgage insurance premium).

Monthly payments: $43,700 (6.00% constant)

4:29 PM Prepared by SONYMA Mortgage Insurance Fund 2/1/2021 GBS

Exhibit B

62 Main Street


Certificate # 8-344

PROJECTED INCOME AND EXPENSE ANALYSIS

Mortgagee's

Projection

2022

Gross Potential Income

Residential Income $1,594,596

Laundry $15,696

Total Gross Potential Income $1,610,292

Less Vacancy & Collection Loss

Residential (5%) ($79,730)

Laundry (10%) ($1,570)

Total Vacancy & Collection Loss ($81,299)

Effective Gross Income (EGI) $1,528,993

Less: M & O ($857,103)

Net Operating Income $671,890

Less: Debt Service

1st Mortgage, HFA @ 4.00% ($524,399)

HCR NCP Loan ($59,723)

Total Debt Service ($584,122)

Cash Flow $87,768

Total Operating Expenses (TOE) ($1,441,225)

EGI/TOE 1.06

NOI/DS 1.15

SONYMA Effective Gross Income @ 1.05:1 $1,513,286

Total Operating Expenses ($1,441,225)

Cash Flow $72,061


Exhibit C

62 Main Street


Certificate # 8-344

MAINTENANCE & OPERATING EXPENSES

Underwriting

Projections Per Room Per Unit

2022 310 109

Real Estate Taxes $155,000 $500 $1,422

Water & Sewer $31,300 $101 $287

Insurance $78,858 $254 $723

Supplies / Cleaning / Exterminating $17,873 $58 $164

Management $98,100 $316 $900

Payroll $168,400 $543 $1,545

Misc. Office Expenses $22,777 $73 $209

Landscaping, Trash & Snow Removal $15,000 $48 $138

Repairs & Maintenance $68,625 $221 $630

Elevator (3) $17,280 $56 $159

Legal and Accounting $22,540 $73 $207

Gas & Electric (entire building) $134,100 $433 $1,230

Building Reserve $27,250 $88 $250

Total Expenses $857,103 $2,765 $7,864


EXHIBIT D 62 MAIN STREET

TARRYTOWN, WESTCHESTER COUNTY CERTIFICATE # 8-344 PROJECT LOCATION

EXHIBIT E 62 MAIN STREET

TARRYTOWN, WESTCHESTER COUNTY CERTIFICATE # 8-344

PROJECT PHOTO

EXHIBIT FSCHEDULE OF POLICIES IN FORCE/COMMITMENTS

WILDER BALTER PARTNERS, INC.

Cert. # Project Name Project Address Town/City Loan Amount Lender Committed/PIF8-344 62 Main Street Tarrytown $7,275,000 HFA Commitment pending7-102 Glens Falls Housing Auth. 4 Bldgs. Glens Falls.Hudson $9,700,000 HFA Pending5-288 Hemlock Preservation 27 Arts Blvd. Rockland $925,000 HFA PIF 12/175-327 Hillcrest Commons II Heights Lane Town of Carmel $3,375,000 CPC Committed 12/185-246 Hillcrest Commons I Route 52 Town of Carmel $2,332,000 JPMorgan PIF 11/138-280 Bridleside Apts 256 June Rd. North Salem $5,250,000 HFA PIF 4/168-262 Roundtop Commons Route 9A Cortlandt $7,060,000 CPC PIF 7/138-307 Chappaqua Commons Apts. 480 Bedford Road Chappaqua $8,100,000 HFA PIF 6/20

Totals $44,017,000

Rev 1/21

A RESOLUTION OF THE

MORTGAGE INSURANCE COMMITTEE OF THE


RECOMMENDING APPROVAL OF MORTGAGE INSURANCE AND A

COMMITMENT FOR THE PROVISION THEREOF FOR 62 MAIN STREET,

TARRYTOWN, WESTCHESTER COUNTY

WHEREAS, pursuant to Public Authorities Law Section 2425 et seq., the State of

New York Mortgage Agency (the “Agency”), among other things, is authorized to issue

commitments to insure and to contract to insure mortgage loans eligible for insurance

thereunder; and

WHEREAS, an application for mortgage insurance was submitted to the Agency;

and

WHEREAS, the Agency staff has reviewed such application and recommends

that the project be approved for mortgage insurance; now, therefore be it

RESOLVED, by the Mortgage Insurance Committee of the Agency, as follows:

Section 1. Pursuant to Section 2425 et seq., of the Public Authorities Law and

conditions to be set forth in the Commitment to Insure and Terms of Insurance of

mortgage loans eligible for insurance thereunder (the “Commitment”), the Mortgage

Insurance Committee hereby recommends the issuance of a Commitment for 100%

mortgage insurance of the New York State Housing Finance Agency first mortgage

permanent loan in the approximate amount of $8,795,000 for 62 Main Street, Tarrytown,

Westchester County, Certificate #8-344, to be financed by the issuance of tax-exempt

bonds.

Section 2. The Mortgage Insurance Committee hereby recommends that the

President and Chief Executive Officer, or another Senior Officer of the Agency

designated by her, be authorized, subject to the provisions of this resolution and her

approval of the form and content of any documents and agreements necessary to

effectuate this transaction, to execute a Commitment for the Project on behalf of the

Agency.

Section 3. This resolution shall take effect immediately.

A RESOLUTION OF THE


APPROVING MORTGAGE INSURANCE AND A COMMITMENT FOR THE

PROVISION THEREOF FOR 62 MAIN STREET, TARRYTOWN,

WESTCHESTER COUNTY




thereunder; and


and


that the project be approved for mortgage insurance; and

WHEREAS, the Mortgage Insurance Committee recommends that the project be

approved for mortgage insurance; now, therefore be it

RESOLVED, by the Directors of the Agency, as follows:



mortgage loans eligible for insurance thereunder (the “Commitment”), the Agency

hereby authorizes the issuance of a Commitment for 100% mortgage insurance of the

New York State Housing Finance Agency permanent first mortgage loan in the

approximate amount of $8,795,000 for 62 Main Street, Tarrytown, Westchester County,

Certificate #8-344, to be financed by the issuance of tax-exempt bonds.

Section 2. The Agency hereby authorizes the President and Chief Executive

Officer, or another Senior Officer of the Agency designated by her, subject to the

provisions of this resolution and her approval of the form and content of any documents

and agreements necessary to effectuate this transaction, to execute a Commitment for the

Project on behalf of the Agency.


ITEM 2(b):

641 Lexington Ave, New York, NY 10022 │www.nyshcr.org



February 4th, 2021 FROM: Julie Behrens TO: HFA Members

Vice President HFA Finance and Program Multifamily Finance Committee SUBJECT: Resolutions Authorizing the Financing for 62 Main Street, Village of Tarrytown,

Westchester County Project Summary 62 Main Street (the “Project”) will use the Agency’s investment to finance the development of 109 units which includes the new construction of a four-story building and adaptive reuse of the Family YMCA of Tarrytown (“YMCA”). All 108 of the revenue generating units will be set aside for households with incomes at or below 70% of the Area Median Income (“AMI”), with 10 units set aside for households with incomes at or below 70% AMI, 55 units set aside for households with incomes at or below 60% AMI, 8 units set aside for households with incomes at or below 50% AMI, 7 units set aside for households with incomes at 40% AMI, and 28 units set aside for households with incomes at 30% AMI, with all units adjusted for family size for the Westchester County, NY Statutory Exception Area. Eight of the revenue generating units will receive rental assistance through Section 8 Project-Based Vouchers (“PBV”) issued by New York State Homes and Community Renewal (“HCR”). The Project has elected to income average. The Project will be constructed on a 1.12-acre parcel with frontage on both Main Street and Windle Park in the Village of Tarrytown. Rehabilitation work includes the adaptive reuse of the YMCA’s four story historic Main Street building (c. 1911) and 1915 addition into common space and residential units. New construction work involves the demolition of two additional YMCA buildings at the rear of the Main Street building and construction of a new four-story building containing residential units, common space, two underground residential parking garages and one ground level municipal parking garage. The Project will include approximately 106,000 square feet of residential space and approximately 65,000 square feet of parking and non-residential space. There will be a community room with kitchen, fitness center, central laundry room, green roof courtyard, an onsite management office and one superintendent unit. The Project achieves the Agency goal of addressing specific local housing needs. Project Location: 62 Main Street, Village of Tarrytown, Westchester County, 10591 Total Units: 109

62 MAIN STREET

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Unit Distribution: Funding Recommendation:

• $24,605,000 maximum fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds and mortgage loan ($225,734 per unit).

• $1,540,171 estimated annual allocation of 4% “as of right” Low Income Housing Tax Credits (“LIHTC”) ($14,130 per unit).

• $11,944,628 estimated HFA Subsidy Loan ($109,584 per unit).

Agency Priorities: Address Specific Local Housing Needs Prevent and End Homelessness & Support Vulnerable Populations Preserve Housing and Promote Community Revitalization Promote Racial and Economic Integration Projected Job Creation: 50 construction; 2.5 permanent HFA Type: All Affordable Mixed Income 80/20

Construction Type: New Construction Adaptive Reuse Preservation Energy Efficiency Standard & Features: New York State Energy Research & Development Authority (NYSERDA) Incentive Programs U.S. Environmental Protection Agency (EPA) ENERGY STAR Programs Enterprise Green Communities Criteria Passive House Institute US (PHIUS) or Passive House Institute (PHI) National Green Building Standard Leadership in Energy and Environmental Design (LEED) Moderate Rehabilitation HFA Mandatory Green & Energy Conservation Certification Key Features:

The Project is expected to meet the standards of the EPA ENERGY STAR Home V 3.1 Tier II program, and the Leadership in Energy and Environmental Design (LEED) V4 Homes for Gold Certification. Energy efficiency measures will include tighter building envelope, geothermal

Size # of Units Income # of Units Rental Subsidy Studio 14 30% AMI 20 None 1 Bedroom 95 30% AMI 8 PBV Total 109 40% AMI 7 None 50% AMI 8 None 60% AMI 55 None 70% AMI 10 None Employee 1 Non-Revenue Total 109

62 MAIN STREET

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heating and cooling systems, solar panels, low-flow plumbing fixtures, Energy Star lighting and appliances, a green roof with solar panels. Total Development Cost (“TDC”): $54,215,370 ($497,389 per unit) Other Sources and Subsidies (amounts approximate) • New Homes Land Acquisition Funds (“NHLA”) of approximately $5,000,000 ($45,872 per

unit) from the Westchester County Department of Planning. The NHLA funds will be used towards the acquisition of the land and YMCA buildings.

• Federal Solar Tax Credit Equity in the approximate amount of $102,695 ($942 per unit). • Federal Geothermal Tax Credit Equity in the approximate amount of $287,892 ($2,641 per

unit). • New York State Energy Research and Development Authority (“NYSERDA”) funds of

approximately $85,400 ($783 per unit). • Subordinate Loan from a local Housing Development Fund Company funded from the sale

proceeds of the its main asset, the Asbury Terrace Apartments, in the approximate amount of $9,000,000 ($82,569 per unit).

• The Project will benefit from a real estate tax exemption through a 32-year Payment In Lieu of Taxes (“PILOT”) Agreement with the Village of Tarrytown and Town of Greenburgh.

• The Project will utilize the Income Averaging set-aside to qualify all 108 revenue units for its LIHTC allocation.

Financial Partners Investor Limited Partner: Raymond James Tax Credits Fund (“RJTCF”)

• LIHTC at $1.00 • ITC at $1.00

Mortgage Credit Enhancer: Construction – Citibank, N.A. (“Citi”) Permanent – State of New York Mortgage Agency (“SONYMA”) Project Team Borrower: 62 Main Apartments Limited Partnership (62 Main L.P.) Legal Owner: HAC Tarrytown HDFC (62 Main Street HDFC), whose sole

member is the Housing Action Council, a 501(c)3 non-profit organization whose Executive Director is Rosemarie Noonan.

Developer: 62 Main Developer LLC, a joint venture between William G. Balter, the principal of for-profit entity Wilder Balter Partners, Inc. (“WBP”) and RLM Hudson LLC (“RLM”), a for-profit entity whose principal is Ron Moelis with a majority and minority stake.

General Contractor: Griffon Construction LLC (“Griffon”), whose principal is William G. Balter.

Management Company: WB Residential Communities, Inc. (“WB Residential”) whose principal is William G. Balter.

Architect: L&M Design LLC, whose principal is Michael D. Giardino.

62 MAIN STREET

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Project Description The Project includes the new construction of a four-story building and adaptive reuse of the YMCA for the development of 109 units of affordable housing for seniors aged 55 and older. The YMCA was renovated in 2001 with 48 Single Room Occupancy (“SRO’) units. There is an existing New York State Division of Housing and Community Renewal Regulatory Agreement that requires that 46 of the 48 SRO units remain affordable until July of 2031. The current conditions of the SRO are poor, and the building is in need of significant improvements that cannot be met through regular maintenance. All of the existing SRO tenants have the right to remain in the new tax credit project. The YMCA has been determined to be a contributing resource within the Tarrytown Main Street Historic District. The Project will pursue the adaptive reuse of the YMCA’s 4-story historic Main Street building, originally constructed in 1911, and the 1915 addition on the west side of the main portion, which will contain common space and residential units, and the demolition of two later additions, currently housing a pool and gym behind the main portion, in accordance with historic preservation guidelines. The Main Street façade will be preserved, and the interior of the building will be gut rehabilitated. The façade of the new portion of the building will utilize classic architectural themes prevalent throughout the downtown of Tarrytown. Location 62 Main is located at 62 Main Street, Village of Tarrytown, in Westchester County, NY. The site has frontage on both Main Street (to the north) and Windle Park (to the west). The development is in the central business district, three blocks from the Metro North train station and served by the Hudson Link H07 and Beeline bus lines. Within walking distance of the project are small businesses, restaurants, schools, parks, places of worship, medical facilities and local government offices. Building The rehabilitation work includes the repurposing of the YMCA’s 4-story original building (c. 1911) and the 1915 addition, on the west side of the original building, into common space and residential units and the demolition of two later additions behind the main four story building (a two-story gym and a one-story pool building). A new four-story building will be constructed in the location of the demolished additions. The early twentieth century portion of the structure will be retained. The façade of the historic Main Street four story original building will be preserved with gut rehabilitation of the interior of the building and the construction of a four-story residential addition at the rear of the original Main Street building. Site work will include clearing, ground disturbance, grading and excavation, construction of driveways, parking areas and new/upgraded sidewalks, finish grading and landscaping. The design of the residential building and apartments will allow all residents the ability to age in place by providing elevators, handicapped accessible kitchens and bathrooms, and units for mobility, hearing/vision impairment. The development will have a community room, which will be available for services for the residents that will be provided through community-based service groups who work with the elderly, arranged by the on-site property manager.

62 MAIN STREET

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The new building will include two below-ground parking levels with a combined total of 114 parking spaces for residents. On the first above-ground floor there will be residential lobby, a third level of parking on for 69 public municipal parking spaces, and 7 handicapped and visitor parking spaces. The second floor will have residential apartments, a green roof courtyard with solar panels that will generate power to supplement the electricity of the building. The third and fourth floors with have residential apartments and common space. Relocation The existing 35 residents of the YMCA SRO will remain in their current units at the YMCA Main Street building during the demolition and construction of the new building. Moderate upgrades will be made to the existing units to ensure safe living conditions while construction is underway. Upon completion of the new building, the existing 35 residents will move into newly built units. Once the Main Street building is vacant, work will be completed on that portion of the Project. Housing Action Council (HAC), a not-for-profit organization based in Tarrytown, will manage the relocation plan. HAC has served as relocation coordinator for the YMCA of Central & Northern Westchester, which involved the permanent relocation of 169 individuals from the YMCA due to a sale of the building, and the White Plains Housing Authority, which involved the temporary relocation of 147 families from a public housing project undergoing a RAD conversion. HAC also served as relocation coordinator for the Municipal Housing Authority of Yonkers and The Community Builders for several revitalization developments in Yonkers involving approximately 500 families and individuals. Acquisition The acquisition price of $6,500,000 is supported by an independent appraisal commissioned by Citi. The YMCA and Wilder Balter Partners, Inc. entered into a Purchase and Sale Agreement on January 9, 2020. The YMCA will be relocating to a new location in the community. Development Team Capacity Developer Wilder Balter is a fully integrated real estate company with a focus in the acquisition, development and management of affordable housing. Over the last 25 years, the firm has successfully completed the development of over 2,500 rental housing units in the New York City Metropolitan Area. Wilder Balter was the co-developer on the HFA financed project, 14 LeCount Place in New Rochelle in 2019, and the sole developer on the 645 Main Street and Chappaqua Commons projects financed by HFA in 2020 and 2016. RLM Hudson LLC is an entity that is wholly owned by Ron Moelis. Its sole purpose is to serve as a partner with WBP Development LLC affiliates on current and future housing development projects. Ron Moelis is the CEO of L+M Development Partners, a New York development company that focuses on developing affordable, mixed-income and market-rate housing. L+M

62 MAIN STREET

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Development Partners has worked with the agency in the past, most recently as co-developer on LeCount Place in New Rochelle in 2019. General Contractor Griffon, founded in 1988, is a construction management and general contracting firm that specializes in multifamily and single-family housing. Griffon is a related entity to Wilder Balter and serves as a general contractor on all of the Developer’s projects. Griffon has constructed more than 2,700 rental housing units in Westchester County, Long Island and the Mid-Hudson Region and was the general contractor on the Glens Falls Housing Authority and 645 Main Street projects financed by HFA in 2020. Management Company WB Residential is the management company affiliate of Wilder Balter and is the proposed managing agent for the Project. Based in Westchester County, WB Residential currently manages 32 multifamily projects consisting of 3,100 units owned by Wilder Balter with approximately 2,400 units in New York State. Financing The requested $24,605,000 of bond financing at construction is an amount sufficient to meet the Fifty Percent Test required under the Internal Revenue Code Section 42(h)(4)(B). At permanent conversion, approximately $8,795,000 of the bonds are expected to be outstanding on a permanent basis, accounting for approximately 16% of the TDC. The Federal LIHTCs will generate equity proceeds of approximately $15,643,690, equal to approximately 28% of the TDC, with the balance of the TDC funded by HFA subsidy funds, NHLA funds, NYSERDA Incentive Funds, Solar Tax Credit equity, Geothermal Tax Credit Equity and Borrower equity in the form of a sponsor loan, developer fee and a deferred developer fee. The Borrower’s aggregate equity exposure will equal at least 10% of TDC. The bonds for this Project are expected to be issued under the Affordable Housing Revenue Bonds Bond Resolution and will be secured in accordance with the terms of the General Resolution. Supplemental Security will be provided during both the construction and permanent periods. Citi will provide a letter of credit as security for the construction loan and SONYMA will provide insurance on the permanent loan. The Agency performed a due diligence investigation of all the relevant parties and entities related to the financing and all issues of potential concern identified by the Agency were addressed and/or resolved. The Members will be informed of any comments by members of the public. Environmental Review • The Village of Tarrytown Planning Board, acting as lead agency, conducted a coordinated

review for an Unlisted action, pursuant to the State Environmental Quality Review Act. HFA was not an “involved agency” but does not dispute the Village of Tarrytown Planning’s designation as lead agency. Staff recommend that Members concur with the Negative Declaration adopted by the lead agency.

62 MAIN STREET

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• The proposed action has been reviewed by the New York State Office of Parks,

Recreation and Historic Preservation ("OPRHP") in accordance with Section 106 of the National Historic Preservation Act of 1966. OPRHP’s initial review found the project presented an “Adverse Effect.” In a letter dated April 24, 2020, OPRHP determined that no viable alternative to demolition existed. A Memorandum of Agreement will resolve the Adverse Effect. This has not yet been signed; but, is under review with OPRHP.

• The Agency requires a Phase I Environmental Site Assessment (“ESA”) Report. A Phase I ESA was prepared on May 21, 2020 and updated in January 2021. No “Recognized Environmental Conditions” (RECs) which require further investigation were identified.

• The Project is under review by the Agency's Smart Growth Advisory Committee, and the Committee will determine that the proposed Agency financing of the Project complies with the State Smart Growth Public Infrastructure Policy Act.

Economic Opportunity & Partnership Development

This Project is anticipated to meet the Agency’s Minority and Women-owned Business Enterprise (“MWBE”) and Service-Disabled Veteran-owned Business (“SDVOB”) participation goals. Prior to closing, a cost analysis will be completed to set the final levels of participation. RECOMMENDATION AND REQUEST FOR AUTHORIZATION Staff has reviewed the preliminary underwriting data supplied by the Borrower and determined that the Project meets the stated mission of the Agency and (i) the projected revenue and expenses are reasonable, and (ii) given these projections, the Project satisfies the underwriting criteria of the Agency. Therefore, staff recommends that the Committee adopt the resolutions transmitted herewith authorizing:

(i) that the Members adopt resolutions authorizing the issuance of fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds in a maximum amount of $24,605,000 for the 62 Main Street Project, Village of Tarrytown, Westchester County.

Staff also recommends that the Members adopt the resolutions transmitted herewith authorizing:

(i) the issuance of fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds and the making of a first mortgage loan in a maximum amount of $24,605,000;

(ii) the allocation of 4% “as of right” LIHTCs in the approximate annual amount of $1,540,171 for a 10-year period; and

(iii) the making of an HFA Subsidy Loan in the estimated amount of $11,944,628

Attachments

62 MAIN STREET

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Attachment A: Schedule of unit types, rents and affordability. Attachment B: Map indicating the location of the Project site and Rendering of the Project. Attachment C: Schedule of Sources and Uses of Funds. Attachment D: 15-Year Cash Flow Pro forma. Committee Resolution and Omnibus Resolution Series Resolution (Transmitted to Members under separate cover)

ATTACHMENT A

Project Name: 62 Main StreetWestchester County

Unit Types, Rents and Affordability Structure

Residential UnitsIncome Level

Number of Units

Sq. Ft. per Unit

Rent per Month

Rent per Year

Studio 30% 14 541 $632 $106,1761BR 30% 6 679 $632 $45,5041BR Section PBV 30% 8 679 $1,881 $180,5761BR 40% 7 679 $843 $70,8121BR 50% 8 679 $1,128 $108,2881BR 60% 55 679 $1,354 $893,6401BR 70% 10 679 $1,580 $189,600Super's Unit Non-Revenue 1 0 $0 $0Total 109 $9,856 $1,594,596

Other Tenant & Commercial IncomeIncome

per YearLaundry 15,696$ Total 15,696$

Apartment Type

ATTACHMENT B

FAMILY YMCA OF TARTYTOWN

SOUTHWEST CORNER VIEW

NORTH VIEW

EAST VIEW

WEST VIEW

Attachment C

Project Name: 62 Main Street 1/7/2021 Units: 109Westchester County

SOURCES AND USESAmount Per Unit % of total

Construction SourcesHFA First Mortgage $8,795,000 $80,688 16.22% HFA Volume Cap Construction Loan $13,185,000 $120,963 24.32%HCR NCP $10,747,872 $98,604 19.82%Asbury Terrace Funds $7,678,450 $70,444 14.16%New Homes Land Acquisition - Westchester County $5,000,000 $45,872 9.22%NYSERDA Tier II Incentives - Sponsor Loan $85,400 $783 0.16%Federal Low Income Housing Tax Credits $782,185 $7,176 1.44%State Low Income Housing Tax Credits $0 $0 0.00%Federal Historic Tax Credits $0 $0 0.00%State Historic Tax Credits $0 $0 0.00%Deferred Operating Reserves $360,306 $3,306 0.66%Deferred SONYMA 1 Mo. P&I and MIP Annual Fee $87,675 $804 0.16%

Investment Tax Credits (Solar) $102,695 $942 0.19%Investment Tax Credits (Geothermal) $287,892 $2,641 0.53%HCR NCP Accrued Interest $800,896 $7,348 1.48%Sponsor loan $632,000 $5,798 1.17%Deferred Developer Fee $5,670,000 $52,018 10.46%

Total Construction Sources $54,215,370 $497,389 100.00%HFA Bond as % of Aggregate Basis: 54% HFA Volume Cap: $21,980,000

Total HFA Bond: $21,980,000Permanent Sources

HFA First Mortgage $8,795,000 $80,688 16.22%HCR NCP $11,944,628 $109,584 22.03%Asbury Terrace Funds $9,000,000 $82,569 16.60%New Homes Land Acquisition - Westchester County $5,000,000 $45,872 9.22%NYSERDA Tier II Incentives - Sponsor Loan $85,400 $783 0.16%Federal Low Income Housing Tax Credits $15,643,690 $143,520 28.85%State Low Income Housing Tax Credits $0 $0 0.00%Federal Historic Tax Credits $0 $0 0.00%State Historic Tax Credits $0 $0 0.00%

Investment Tax Credits (Solar) $102,695 $942 0.19%Investment Tax Credits (Geothermal) $287,892 $2,641 0.53%HCR NCP Accrued Interest $800,896 $7,348 1.48%Sponsor loan $632,000 $5,798 1.17%

Deferred Developer Fee $1,923,170 $17,644 3.55%Total Permanent Sources $54,215,370 $497,389 100.00%

UsesAcquisition Costs $6,500,000 $59,633 11.99%Hard Construction Costs $31,619,369 $290,086 58.32%Soft Costs $8,435,695 $77,392 15.56%Reserves and Escrows $1,360,306 $12,480 2.51%Developer Fee $6,300,000 $57,798 11.62%Total Uses $54,215,370 $497,389 100.00%

RESOLUTION OF THE FINANCE COMMITTEE OF THE


RECOMMENDING THE ISSUANCE OF CERTAIN BONDS

WHEREAS, the Finance and Program Committee (“Committee”) of the New York

State Housing Finance Agency (“Agency”) is empowered to review proposed bond

issuances of the Agency and to make recommendations to the Members of the Agency in

connection therewith; now therefore be it

RESOLVED, by the Members of the Committee as follows:

Section 1. The Committee recommends that the Members of the Agency adopt

resolutions authorizing the issuance of the following bonds:

Resolution authorizing the financing approval of $24,605,000 of bonds for

the 62 Main Street project in Tarrytown, Westchester County.

LIST OF RESOLUTIONS TO BE ADOPTED FOR

62 MAIN STREET

1. AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE

AGENCY AUTHORIZING AND APPROVING CERTAIN MATTERS IN

CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS 62 MAIN

STREET.

2. A SUPPLEMENTAL RESOLUTION OF THE NEW YORK STATE HOUSING

FINANCE AGENCY AUTHORIZING THE ISSUANCE OF AFFORDABLE HOUSING

REVENUE BONDS, 2021 SERIES ___ IN A PRINCIPAL AMOUNT NOT

EXCEEDING $24,605,000.

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F:\LEGAL\LV\2021\Board Book February\HFA Main Street\omni 62 Main Street - Omnibus Reso.v2.docx

AN OMNIBUS RESOLUTION OF THE


AUTHORIZING AND APPROVING CERTAIN MATTERS

IN CONNECTION WITH THE FINANCING OF THE PROJECT

KNOWN AS 62 MAIN STREET

WHEREAS, the New York State Housing Finance Agency (“Agency”) has received an

application to finance a portion of the cost of the acquisition, construction and adaptive reuse of

the project known as 62 Main Street (“Project”); and

WHEREAS, the Agency is authorized and empowered, pursuant to the New York Private

Housing Finance Law, Sections 40-62 (“Act”) and particularly Section 44.29-a (“Section 44.29-a”)

thereof, to make and contract for the making of loans for the acquisition, construction or

rehabilitation of housing developments for the purpose of providing residential units for occupancy

by persons and families for whom the ordinary operations of private enterprise cannot provide an

adequate supply of safe, sanitary and affordable housing accommodations or for residential units

in designated blighted areas; and

WHEREAS, there has been submitted to the Members a proposed plan of financing for the

issuance of bonds to finance the Project and statements of the low and moderate income occupancy

requirements to be imposed in conjunction with the allocation and allowance of certain low-income

housing tax credits (“LIHTCs”) with respect to the Project; and

WHEREAS, on August 22, 2007 the Agency adopted a resolution entitled “Affordable

Housing Revenue Bonds Bond Resolution” (“General Resolution”); and

WHEREAS, simultaneously herewith the Agency will supplement the General Resolution

by adopting an Affordable Housing Revenue Bonds, 2021 Series ___ Resolution (“2021 Series

___ Resolution”) authorizing the issuance and sale of a principal amount not exceeding

$24,605,000 Affordable Housing Revenue Bonds (the “2021 Series ___ Bonds”), the proceeds of

which may be used to fund all or a portion of a first mortgage loan (“First Mortgage Loan”) for

the Project; and

WHEREAS, the Agency has determined that it is appropriate and desirable to provide

subsidy financing (“Subsidy Loan”) in an amount not exceeding $11,944,628 (excluding accrued

interest during construction) to the Project; and

WHEREAS, the Agency has determined that it is appropriate and desirable to allocate

LIHTCs to the Owner of the Project, subject to final review by staff to confirm eligibility and

determine the precise amount of such LIHTCs;

NOW THEREFORE, BE IT RESOLVED, by the Members of the Agency as follows:

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A. The Bonds.

Section 1. Authority is hereby granted to The President and Chief Executive Officer and/or

a Senior Officer to sell, award, and issue the 2021 Series ___ Bonds in a principal amount not

exceeding Twenty-Four Million Six Hundred Five Thousand Dollars ($24,605,000), at such times

and at such reasonable prices and interest rates as negotiated with the purchasers or placement

agents, provided, however, that the aggregate principal amount of any 2021 Series ___ Bonds

issued to fund the First Mortgage Loan for the Project will not exceed $24,605,000.

Section 2. The President and Chief Executive Officer and/or a Senior Officer are authorized

to determine whether 2021 Series ___ Bonds are to be sold on a private placement basis or pursuant

to a negotiated sale and to select the placement agents or underwriters for such bonds.

Section 3. The President and Chief Executive Officer and/or a Senior Officer are hereby

authorized to obtain bond insurance or other form of credit enhancement and to enter into

investment agreements relating to the 2021 Series ___ Bonds with a qualified entity, under such

terms and conditions as he or she shall deem reasonable.


authorized and directed, subject to the provisions of this resolution, to negotiate, draft, change,

finalize, approve and execute any documents, including the 2021 Series __ Resolution, reasonably

necessary or convenient to effectuate the purposes of this resolution.


authorized to modify the 2021 Series Resolution so that such bonds may be aggregated with the

issuance of other bonds authorized by other series resolutions, provided that the aggregate principal

amount of bonds so authorized does not exceed the principal amount authorized by the resolutions

so combined.

B. The First Mortgage Loan, Subsidy Loan, and Low Income Housing Tax Credits.

Section 1. Pursuant to Section 44.29-a and the conditions hereafter set forth, the Agency

hereby authorizes the making of the First Mortgage Loan in an amount not to exceed Twenty-Four

Million Six Hundred Five Thousand Dollars ($24,605,000), to finance the Project. The First

Mortgage Loan may be funded by portions of the proceeds of the 2021 Series ___ Bonds or by

other monies available to the Agency funds for such purpose.

Section 2. The Agency hereby authorizes the allocation of funds for the financing of the

Project from monies accruing to the Agency from any source legally available to it for the purpose

of making of the Subsidy Loan in an amount not exceeding Eleven Million Nine Hundred Forty-

Four Thousand Six Hundred Twenty-Eight Dollars ($11,944,628) (excluding accrued interest

during construction).

Section 3. The Agency hereby authorizes the allocation of approximately $1,568,779 per

annum in “4% as of right” LIHTCs to the owner of the Project, subject to final review by staff to

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confirm eligibility and compliance with LIHTCs requirements, and to determine the precise amount

of such LIHTCs.


authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize, approve

and execute any documents necessary or convenient to effectuate the purpose of this resolution and

the making of the First Mortgage Loan for the Project, and any other loan documents in connection

with the Project, including those loan documents relating to the Subsidy Loan, and to determine

the amount of the LIHTCs to be allocated to the Project.

Section 5. The Agency hereby (A) determines that: (i) the proposed action was reviewed

in accordance with the New York State Environmental Quality Review Regulations (“6 NYCRR

Part 617”) and that the requirements of 6 NYCRR Part 617 have been met: and (ii) consistent with

the social, economic and other essential considerations from among the reasonable alternatives

available, the action approved is one which avoids or minimizes adverse environmental impacts to

the maximum extent practicable, and (iii) adverse environmental impacts will be avoided or

minimized to the maximum extent practicable by incorporating, as conditions to the decision, those

mitigative measures which were identified as practicable; and (B) concurs with the Negative

Declaration issued by the Village of Tarrytown Planning Board, acting as lead SEQRA agency.

Section 6. The obligation of the Agency to make the First Mortgage Loan and/or the

Subsidy Loan shall be conditioned upon: (a) the approval of the Public Authorities Control Board,

(b) the Agency's obtaining sufficient funds from the proceeds of the sale of the 2021 Series ___

Bonds with which to make the First Mortgage Loan, (c) the Agency being satisfied with the credit

enhancer and servicer of the First Mortgage Loan; (d) a background check of the owner of the

Project which is acceptable to the President and Chief Executive Officer or a Senior Officer of the

Agency, and (e) satisfaction of the terms and conditions of a commitment of the Agency to make

the First Mortgage Loan and the Subsidy Loan.

Section 7. The Agency hereby finds that all requirements of the Act and particularly Section

44.29-a thereof are met in the issuance of the 2021 Series __ Bonds and the financing of the First

Mortgage Loan and the Subsidy Loan including, without limitation, that a portion of the Project is

to be occupied by persons or families of low or moderate income as required by the Act and that

the Agency will impose by contract with the Project owner additional requirements, consistent with

the economic feasibility of the Project, which maximize the affordability, period of occupancy and

number of units for such low and moderate income tenants and accomplish the public purposes of

the Act.

C. Effectiveness.



62 MAIN STREET



CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS 62 MAIN

STREET.





ITEM 3(a):



MEMORANDUM

February 4, 2021


SONYMA Directors

SUBJECT: Approval of Permanent Mortgage Insurance for Workforce Brooklyn Restoration;

12 Buildings in Bedford- Stuyvesant (the Putnam cluster), 10 Buildings in Crown

Heights (the Franklin cluster) and 2 Buildings in East New York (Miller Ave.);

Brooklyn, Kings County, Certificate No. 10-2143

Executive Summary



Project Description: Rehabilitation of 24 buildings with 240 units.

Public Purpose: The Project will preserve low income housing.

Income Restrictions/ All units are restricted to households with incomes up to 50%, 60%

Affordability: or 80% of AMI adjusted by household size. Unit rents are set at

50%, 60% or 80% of AMI adjusted by unit size. Three project -

based Section 8 HAP contracts cover 24 units. Rents will be

regulated by HFA through a regulatory agreement and by HUD

through the Section 8 HAP Contracts. See page three of the Project

Summary for the schedule of initial rents and affordability levels.

Subsidy: $7,631,982 HCR Multi-family Preservation Program loan

$14,003,105 assumed HPD debt

$1,000,000 new HPD subsidy loan


Three project-based Section 8 HAP contracts covering 24 units.

Article XI full tax exemption with the City of New York

Project Ownership: WFHA Brooklyn Restoration L.P. is the beneficial owner controlled

by Workforce Housing Group. UHAB Housing Development Fund

Corp. is the legal owner. National Equity Fund is the investor

member.


February 1, 2021 (5:27PM) 2

Project Information

Project Background: The Project involves the $30,950,610 acquisition and subsequent

rehabilitation of 24 building with 240 units and 2 commercial spaces

in 3 scattered clusters. Temporary tenant relocation will be required

during construction.

The Project has three project-based Section 8 HAP Contracts which

will be renewed as part of the proposed financing format. (See

Special Conditions.)

Neighborhood(s): Putnam Cluster is located in the Brooklyn neighborhood of Bedford-

Stuyvesant, located in a three-block radius around Malcolm X

Boulevard. The buildings have helped to shape the traditional

residential and commercial character of the neighborhood, and are

surrounded by restaurants, retail, banks, pharmacies, schools and

services. The neighborhood is served by the B26, B46 and B52

MTA bus lines and the A, C, G, J and Z subway lines. (See

Location Map-Exhibit D.)

Franklin Cluster is located in the Brooklyn neighborhood of Crown

Heights, clustered near Franklin Avenue and St. John’s Place in a

nine-block radius. Similar to the Putnam Cluster, the buildings have

contributed to the character and aesthetic of the neighborhood, and

are surrounded by restaurants, retail, banks, pharmacies, schools and

services. The neighborhood is served by the B43, B44, B45, B48,

B49 and B65 MTA bus lines, the 2, 3, 4, 5 and Franklin Avenue

Shuttle subway lines, and the Long Island Rail-Road Atlantic

Branch. (See Location Map-Exhibit D.)

Miller Avenue is located on either side of Sutter Avenue in the

Brooklyn neighborhood of East New York. The location is

primarily residential, with commercial options within two-to-four

blocks on Sutter and Pitkin Avenues. The neighborhood is served by

the B14, B20 and B83 MTA bus lines, and the A and C subway

lines. (See Location Map-Exhibit D.)

Description of Rehabilitation

Rehabilitation: Installation of new roofs; windows; boilers; hot water heaters;

flooring; lighting; kitchens; bathrooms; smoke/co2 detectors; façade,

sidewalk and fire escape work and other work-related items.



February 1, 2021 (5:27PM) 3

Hard Cost



Environmental Report: Phase I and Phase II Environmental site assessment reports have

identified environmental hazards in nine buildings requiring a

remedial action plan and or a soil vapor intrusion work plan. (See

Special Conditions.)


February 1, 2021 (5:27PM) 4

RESIDENTIAL INCOME UPON OCCUPANCY

Unit size Rooms Income Level

Other

Program # Units

NSF per

unit

Max. Net

Rents (Avg.)

Franklin Cluster (95 units + 2 Super's units)

Studio 2 < 50% AMI 1 550 738$

Studio 2 < 60% AMI 4 550 845$

1BR 3 < 50% AMI 8 800 793$

1BR 3 < 50% AMI Section 8 4 800 1,617$

1BR 3 < 60% AMI 13 800 845$

1BR 3 < 80% AMI 3 800 1,194$

1BR 3 > 80% AMI 2 800 861$

2BR 4 < 50% AMI 12 900 902$

2BR 4 < 50% AMI Section 8 4 900 1,830$

2BR 4 < 60% AMI 28 900 1,015$

2BR 4 < 80% AMI 3 900 1,426$

2BR 4 > 80% AMI 3 900 1,144$

3BR 5 < 50% AMI 3 1,200 849$

3BR 5 < 60% AMI 5 1,200 1,123$

3BR 5 < 80% AMI 1 1,200 2,219$

3BR 5 > 80% AMI 1 1,400 1,244$

Putnam Cluster (117 units + 1 Super's unit)95

Studio 2 < 50% AMI 7 550 752$

Studio 2 < 50% AMI Section 8 5 550 1,579$

Studio 2 < 60% AMI 10 550 814$

1BR 3 < 50% AMI 5 800 756$

1BR 3 < 50% AMI Section 8 3 800 1,617$

1BR 3 < 60% AMI 18 800 850$

1BR 3 < 80% AMI 4 800 1,122$

1BR 3 > 80% AMI 2 800 1,174$

2BR 4 < 50% AMI 2 900 818$

2BR 4 < 60% AMI 10 900 1,052$

2BR 4 < 80% AMI 1 900 1,264$

3BR 5 < 50% AMI 9 1,200 1,041$

3BR 5 < 50% AMI Section 8 8 1,200 2,326$

3BR 5 < 60% AMI 22 1,200 1,008$

3BR 5 < 80% AMI 4 1,200 1,494$

3BR 5 > 80% AMI 4 1,200 1,345$

4BR 6 < 50% AMI 1 1,400 1,477$

4BR 6 < 60% AMI 1 1,400 1,327$

4BR 6 < 80% AMI 1 1,400 2,467$

Miller Avenue (24 units + 1 Super's unit)117

Studio 2 > 80% AMI 1 550 1,287$

1BR 3 > 80% AMI 7 800 979$

2BR 4 < 60% AMI 3 900 459$

2BR 4 > 80% AMI 6 900 1,175$

3BR 5 > 80% AMI 7 1,200 1,432$

24

2BR 4 Super's Unit 3 900

3BR 5 Super's Unit 1 1,200

Total: 240


February 1, 2021 (5:27PM) 5

Tenants pay for all utilities but receive a utility allowance to cover the cost. Rents shown are net of

this utility allowance.

Other Income: $106,909 from commercial income at $24.06/sf for each of 4,443 sf.


Insured Loan


Borrower


$1,745,000 from existing reserves

$1,500,000 from a deferred developer fee

Percent of Total

Project Costs: 38%


Underwriting

Loan to Value Ratio: 52%.



NOI/DS: 1.16:1


______________________________________________________________________________

Appraisal Summary







February 1, 2021 (5:27PM) 6


Developer History: The Workforce Housing Group is a development

organization that specializes in the preservation of affordable

housing. It has preserved over 1,000 units of affordable

housing in the New York metropolitan area.

Management Experience: The Project will be managed by MHR Management, Inc., an

affiliate of Workforce Housing Group.

SONYMA Commitments

and/or PIFs: See Exhibit F-Schedule of Commitments/Policies in Force.

Risk Analysis


development cost of $261,778 per unit.

● The Project has satisfactory loan to value and liability to value ratios of 52% and a satisfactory income to expense ratio (1.05:1) and debt-service coverage ratio (1.16:1).

● The Project will break even with a 10% vacancy and collection loss or an 8%

increase in operating expenses and underwrites with a pro forma 1.02 income to expense ratio with the commercial space vacant.

Special Conditions: Mortgage insurance is expected to become effective at permanent loan closing subject to the following:

● SONYMA required rent achievement level of $3,037,070 (@ 1.05:1).

● Municipal sign-off on the satisfaction completion of the remedial work plan and/or the vapor intrusion work plan.

● Full Article XI real estate tax exemption.

● Extension of 3 project-based Section 8 HAP contract covering at least 24 units for 20 years.

Conclusion: It is recommended that the Mortgage Insurance Committee and SONYMA Directors approve issuance of a Commitment to Insure covering 100% mortgage insurance for the Project on a loan amount of $16,000,000.

_____________________________________________________________________________


February 1, 2021 (5:27PM) 7

Attachments

Exhibit A Sources and Uses of Loan Proceeds Exhibit B Income and Expense Analysis Exhibit C Maintenance and Operating Expenses

Exhibit D Location Map(s)

Exhibit E Project Photo(s) Exhibit F Schedule of Commitments/Policies in Force

Exhibit A

Workforce Brooklyn Restoration-24 Scattered Buildings

Brooklyn, Kings County

Certificate # 10-2143


Sources of Funds


HCR MPP Loan $7,631,982 0.20% interest, $1,272/mo. payments

HCR Accrued Interest $406,285

HPD Subsidy Loan $1,000,000 Cash flow loan

Assumed HPD Debt $14,003,105 Cash flow loan

Existing Reserves $1,745,000




Uses of Funds

Per SF. Per Unit

Total Cost (277,351) (240)


Hard Costs $20,418,290 $74 $85,076

Soft Costs $7,500,037 $27 $31,250

Reserves & Escrows $957,829 $3 $3,991

Developer Fee $3,000,000 $11 $12,500

Total Uses $62,826,766 $227 $261,778





Exhibit B





Mortgagee's

Projection

2022



Commercial Income $106,909




Laundry (10%) ($10,691)



Less: M & O ($1,917,322)

Net Operating Income $1,119,748

Less: Debt Service

1st Mortgage, HFA @ 4.00% ($953,994)

($15,264)


Cash Flow $150,490


EGI/TOE 1.05

NOI/DS 1.16


Exhibit C





Underwriting


2022 906 240

Water & Sewer $235,563 $260 $982

Insurance $144,000 $159 $600


Heat (gas) $195,000 $215 $813

Management $173,432 $191 $723

Payroll $525,928 $580 $2,191

Misc. Administrative Expenses $115,000 $127 $479



Electric (common area) $108,720 $120 $453


Total Expenses $1,917,322 $2,116 $7,989


EXHIBIT D WORKFORCE BROOKLYN RESTORATION

24 BUILDINGS IN 3 CLUSTERS BROOKLYN, KINGS COUNTY

CERTIFICATE # 10-2143 PROJECT LOCATION

EXHIBIT E WORKFORCE BROOKLYN RESTORATION

24 BUILDINGS IN 3 CLUSTERS BROOKLYN, KINGS COUNTY

CERTIFICATE # 10-2143 SAMPLE OF PROJECT PHOTO(S)

680 Jefferson Ave. 186 Malcolm X Blvd. 796 Putnam Ave.

668 Madison Street 201 & 205 Malcolm X Blvd. 721 & 723 Hancock Street

572 Prospect Place 1405 St. John’s Pl. 437 Miller Ave, 796 Franklin Ave.

EXHIBIT F

SCHEDULE OF POLICIES IN FORCE/COMMITMENTS

WORKFORCE HOUSING GROUP

Cert. # Project Name Project Address Town/City Loan Amount Lender Committed/PIF

10-2143 Workforce B'klyn Restor. 24 scattered buildings Brooklyn $15,820,000 HFA Pending8-315 Greyston Apts 6 bldgs. Yonkers $3,750,000 HFA PIF 9/2010-1768 5 bldgs. on Kelly St Bronx $3,450,000 JPMorgan PIF 4/1410-1445 783 Beck St. Bronx $845,420 CPC PIF 8/0710-1262 1290 Hoe Ave. Bronx $2,311,000 CPC PIF 5/1010-1261 Intervale & Longwood Aves. Bronx $950,000 CPC PIF 11/1510-1208 788 Fox St. Bronx $2,150,000 CPC PIF 2/0810-548 850 Longwood Ave. Bronx $2,934,570 CPC PIF 11/10

Totals $32,210,990

Revised 1/21

A RESOLUTION OF THE



RECOMMENDING APPROVAL OF MORTGAGE INSURANCE AND A

COMMITMENT FOR THE PROVISION THEREOF FOR

WORKFORCE BROOKLYN RESTORATION, 680 JEFFERSON AVENUE AND 23

SCATTERED SITE BUILDINGS IN BEDFORD-STUYVESANT, CROWN HEIGHTS

AND EAST NEW YORK, BROOKLYN, KINGS COUNTY




thereunder; and


and









permanent loan in the approximate amount of $16,000,000 for Workforce Brooklyn

Restoration, 680 Jefferson Avenue and 23 scattered site buildings in Bedford-Stuyvesant,

Crown Heights and East New York, Brooklyn, Kings County, Certificate #10-2143, to be

financed by the issuance of tax-exempt bonds.

Section 2. The Mortgage Insurance Committee hereby recommends that the

President and Chief Executive Officer, or another Senior Officer of the Agency

designated by her, be authorized, subject to the provisions of this resolution and her

approval of the form and content of any documents and agreements necessary to

effectuate this transaction, to execute a Commitment for the Project on behalf of the

Agency.


A RESOLUTION OF THE


APPROVING MORTGAGE INSURANCE AND A COMMITMENT

FOR THE PROVISION THEREOF FOR WORKFORCE BROOKLYN

RESTORATION, 680 JEFFERSON AVENUE AND 23 SCATTERED

SITE BUILDINGS IN BEDFORD-STUYVESANT, CROWN HEIGHTS AND

EAST NEW YORK, BROOKLYN, KINGS COUNTY




thereunder; and


and


that the project be approved for mortgage insurance; and

WHEREAS, the Mortgage Insurance Committee recommends that the project be

approved for mortgage insurance; now, therefore be it






New York State Housing Finance Agency permanent first mortgage loan in the

approximate amount of $16,000,000 for Workforce Brooklyn Restoration, 680 Jefferson

Avenue and 23 scattered site buildings in Bedford-Stuyvesant, Crown Heights and East

New York, Brooklyn, Kings County, Certificate #10-2143, to be financed by the issuance

of tax-exempt bonds.







ITEM 3(b):




February 4, 2021

FROM: Julie Behrens TO: HFA Members

Vice President HFA Finance and Program

Multifamily Finance Committee

SUBJECT: Resolutions Authorizing the Financing for Brooklyn Restoration: Workforce

Housing, City of New York, Kings County.

Project Summary

Brooklyn Restoration: Workforce Housing (the “Project”) will use the Agency’s investment to

finance the acquisition and rehabilitation of 24 multifamily rental buildings totaling 240 units on

scattered sites in three separate neighborhoods in Brooklyn (Kings County). Twelve buildings are

located in Bedford-Stuyvesant, ten buildings are located in Crown Heights, and two buildings are

located in East New York. The 240 total units are comprised of 28 studios, 69 one-bedrooms, 75

two-bedrooms, 65 three-bedrooms and 3 four-bedrooms. Four units are super’s units.

Approximately 203 of the revenue generating units will be affordable to tenants whose incomes

are at or below 80% AMI, adjusted for family size, for the New York, NY HUD Metro FMR Area.

Approximately 24 units will be covered under three new Project-Based Section 8 Housing

Assistance Payment (“HAP”) contracts issued by the New York City Department of Housing

Preservation and Development (“HPD”) for tenants whose incomes are at or below 50% AMI.

The Project’s proposed scope of work will address existing conditions, replace existing

components that are beyond their useful life, and include sustainability improvements to extend

the useful life and energy efficiency of the Project as a whole.

The Project achieves several Agency goals, including preserving existing housing and addressing

specific local housing needs.

Project Location: Multiple addresses, City of New York, Kings County, in the neighborhoods

of Bedford-Stuyvesant, Crown Heights and East New York (see

Attachment E for full list of addresses).

Total Units: 240

BROOKLYN RESTORATION: WORKFORCE HOUSING

- 2 -

Unit Distribution:

Size # of Units

Income # of Units Rental Subsidy

Studio 28 50% AMI 24 Section 8 PBV

1 Bedroom 69 50% AMI 48



4 Bedroom 3 >80% AMI 33

Total 240 Super’s Units 4

Total 240

Funding Recommendation:

• $37,615,000 maximum fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds

and mortgage loan ($156,729 per unit).

• $2,054,245 estimated annual allocation of 4% “as of right” Low Income Housing Tax

Credits (“LIHTC”) ($8,559 per unit).


Agency Priorities:

Address Specific Local Housing Needs

Prevent and End Homelessness & Support Vulnerable Populations

Preserve Housing and Promote Community Revitalization

Promote Racial and Economic Integration

Projected Job Creation: 293 construction; 7 permanent

HFA Type: All Affordable Mixed Income 80/20

Construction Type: New Construction Adaptive Reuse Preservation

Energy Efficiency Standard & Features:

New York State Energy Research & Development Authority (NYSERDA) Incentive Programs

U.S. Environmental Protection Agency (EPA) ENERGY STAR Programs

Enterprise Green Communities Criteria

Passive House Institute US (PHIUS) or Passive House Institute (PHI)

National Green Building Standard

Leadership in Energy and Environmental Design (LEED)

Moderate Rehabilitation

HFA Mandatory Green & Energy Conservation Certification

Key Features:

The Project is expected to meet the New York State Energy Research & Development Authority

(“NYSERDA”) Multifamily Performance Program, Enterprise Green Communities and HFA

Mandatory Green & Energy Conservation Certification requirements. Energy efficiency measures


- 3 -

will include high-performance building envelope and heating and cooling conditioning systems,

heat-reflective roofing systems with tapered insulation, new energy efficient gas-fired boilers,

ENERGY STAR rated appliances, energy-efficient lighting and low-flow plumbing fixtures.

Additionally, 18 of the 24 buildings will be fitted with a solar panel system separately financed by

the NY Green Bank (a division of NYSERDA) which is projected to result in an 100% offset of

the electricity consumption in the buildings’ common areas.

Total Development Cost (“TDC”): $62,826,766 ($261,778 per unit)

Other Sources and Subsidies (amounts approximate)

• HPD Subsidy Loan of approximately $1,000,000 ($4,167 per unit).

• Existing reserves of approximately $1,745,000 ($7,271 per unit).

• HUD Project-Based Section 8 Housing Assistance Payment (“HAP”) contracts for 24 units to

be administered by HPD.

• The Project will benefit from 420-c full tax exemption with the City of New York.

• The Project will utilize the Income Averaging set-aside to qualify 203 residential units at or

below 80% AMI for its LIHTC allocation.

Financial Partners

Tax Credit Syndicator: National Equity Fund, Inc. (“NEF”)

Investor Limited Partner: Morgan Stanley

• LIHTC at $1.00

Mortgage Credit Enhancer: Construction: JPMorgan Chase Bank, N.A. (“Chase”)

Permanent: State of New York Mortgage Agency (“SONYMA”)

Project Team

Borrower: WFHA Brooklyn Restoration L.P.

Legal Owner: UHAB Housing Development Fund Corporation, a non-profit entity

whose sole member is the Urban Homesteading Assistance Board

(“UHAB”).

Developer: Workforce Housing Group (“WHG”), a for-profit entity whose

principals are John A. Crotty, John Warren and John Fitzgerald.

General Contractor: Apex Building Company, Inc. (“Apex”), whose principal is Robert

Horsford.

Management Company: MHR Management, Inc., an affiliate of Workforce Housing Group,

whose principal is John Warren.

Architect: Oaklander, Coogan & Vitto Architects, P.C., (“OCV”) whose

principal is John R. Coogan.

Project Description

The Project involves the acquisition and rehabilitation of 240 existing units of low-income

multifamily rental housing in 24, three and four-story walk-up buildings located in three separate

neighborhoods in Brooklyn: twelve buildings are located in Bedford-Stuyvesant (the “Putnam

Cluster”), ten buildings are located in Crown Heights (the “Franklin Cluster”), and two buildings


- 4 -

are located in East New York (“Miller Avenue”). The 240 total units are comprised of 28 studios,

69 one-bedrooms, 75 two-bedrooms, 65 three-bedrooms and 3 four-bedrooms. Four units are

super’s units. Two of the buildings have storefront commercial space that include a pharmacy and

a space leased by the Management Company.

Of the 24 buildings, 22 buildings were previous LIHTC projects financed in the 1990s. All of the

buildings were acquired by the Workforce Housing Group in 2015, 2016 and 2018 in order to

facilitate the rehabilitation and preservation of affordable housing within these Brooklyn

neighborhoods. As identified by the Physical Needs Assessments, many of the components of

these buildings need replacement or repair in order to extend the useful life and increase the energy

efficiency of these buildings.

Location

The twelve buildings in the Putnam Cluster are located in the Brooklyn neighborhood of Bedford-

Stuyvesant, centered, in a three-block radius around Malcolm X Boulevard. The buildings have

helped to shape the traditional residential and commercial character of the neighborhood, and are

surrounded by restaurants, retail, banks, pharmacies, schools and services. The neighborhood is

served by the B26, B46 and B52 MTA bus lines and the A, C, G, J and Z subway lines.

The ten buildings in the Franklin Cluster are located in the Brooklyn neighborhood of Crown

Heights, clustered near Franklin Avenue and St. John’s Place in a nine-block radius. Similar to the

Putnam Cluster, the buildings have contributed to the character and aesthetic of the neighborhood,

and are surrounded by restaurants, retail, banks, pharmacies, schools and services. The

neighborhood is served by the B43, B44, B45, B48, B49 and B65 MTA bus lines, the 2, 3, 4, 5

and Franklin Avenue Shuttle subway lines, and the Long Island Rail-Road Atlantic Branch.

The two buildings on Miller Avenue are located on either side of Sutter Avenue in the Brooklyn

neighborhood of East New York. The location is primarily residential, with commercial options

within two-to-four blocks on Sutter and Pitkin Avenues. The neighborhood is served by the B14,

B20 and B83 MTA bus lines, and the A and C subway lines.

Buildings

The Putnam Cluster consists of twelve 3- and 4-story walk-up buildings originally built between

1900 and 1931. Ten of the buildings contain 4-9 units each, with the two largest buildings (680

and 684 Jefferson Avenue) containing 12 and 36 units, respectively. All of the buildings were

converted to LIHTC projects in the 1990s, with HPD Regulatory Agreements in place until 2044-

2047. The proposed rehabilitation financing will effectuate the restatement of the HPD Regulatory

Agreements with a rent restructure and the execution of a new HFA Regulatory Agreement for

forty years. It is expected that 16 of the Putnam Cluster’s 117 revenue generating units will be

covered by two of the three Project’s HAP contracts for Project-Based Vouchers.

The Franklin Cluster consists of ten 3- and 4-story walk-up buildings originally built between 1900

and 1931. Eight of the buildings contain 4-9 units each, with the two largest buildings (572

Prospect Place and 1405 St. John’s Place) containing 20 units each. All of the buildings were

converted to LIHTC projects in the 1990s, with HPD Regulatory Agreements in place until 2044-

2047. The proposed rehabilitation financing will effectuate the restatement of the HPD Regulatory

Agreements with a rent restructure and the execution of a new HFA Regulatory Agreement for


- 5 -

forty years. It is expected that 8 of the Franklin Cluster’s 95 revenue generating units will be

covered by one of three Project’s HAP contracts for Project-Based Vouchers.

The Miller Avenue portion consists of two 4-story walk-up buildings originally built in 1930. One

building (433-435 Miller Avenue) contains 12 units and one building (437-439 Miller Avenue)

contains 13 units. The proposed rehabilitation financing will convert the buildings into an LIHTC

project and effectuate the execution of a new HFA Regulatory Agreement for forty years.

Scope of Rehabilitation

The total rehabilitation cost is approximately $20,418,290 ($85,076 per unit) and is expected to

address a comprehensive scope of work based on Physical Needs Assessments that will include

repairs, replacement, remediation, and improvements to building interiors, building exteriors,

building systems and sitework.

Interior building work will include new boilers and boiler control systems, cellar and boiler room

repairs, new hot water heaters and heating pumps, gas connections, exhaust fans and duct systems,

plumbing fixtures, stairwell repairs, common area LED lighting upgrades, flooring, tiling,

painting, security doors, smoke/co2 detectors and new mailboxes.

Interior residential work will include new baseboard heating and convection systems, new

flooring, bathroom tiles, plumbing fixtures and appliances, new kitchen cabinets, countertops and

kitchen appliances, wall repairs, apartment doors, window replacement, window guards, painting,

lighting fixtures and smoke/co2 detectors.

Exterior work will include roof insulation, façade masonry and parapet repairs, fire escape repairs,

sidewalk, curb and railing repairs, fence repairs, landscaping, exterior lighting and exterior

painting.

Relocation

The scope of work will necessitate the temporary relocation of tenants during the residential

portion of the rehabilitation work. The Project will employ a phased-in construction period of 24

months based on the General Contractor’s approved schedule of work. The larger unit buildings

will be renovated line by line with tenants being relocated in a “checkerboard” fashion. The smaller

unit buildings will be wholly vacated to accommodate the rehabilitation work, and tenants will be

temporarily relocated to (1) other units within the Project or the Borrower’s portfolio, (2) vacant

units outside of the Borrower’s portfolio, or (3) short hotel stays if necessary.

The Borrower, Management Company and General Contractor will coordinate the relocation

process and all residents will have the right to return to their original unit upon completion of the

rehabilitation.

Acquisition

The acquisition cost of $30,950,610 is supported by an appraisal commissioned by Chase and

consists of the building values in the approximate aggregate amount of $16,947,505 financed

through an NEF acquisition loan and investments through the New York City Distressed

Multifamily Housing Fund, and existing HPD debt in the approximate amount of $14,003,105.

The proceeds of the acquisition will be used as follows:


- 6 -

• Assumption, consolidation and subordination of the existing HPD debt in the approximate

amount of $14,003,105.

• Payoff of the existing NEF acquisition loan and investments in the approximate amount of

$16,947,505.

Development Team Capacity

Developer

The Workforce Housing Group is a development organization that has specialized in the

preserving long term affordable housing for the past 13 years. With experience in both the public

and private sectors, WHG has preserved over 1,000 units of affordable housing in the New York

metropolitan area. WHG was the developer on the HFA preservation project, Greyston

Apartments, in Yonkers, financed in 2017.

General Contractor

Apex Building Company, Inc., is a New York City and State-Certified Minority Business Entity

that grew out of principal Robert Horsford’s grandfather, Victor Horsford’s family business

founded in 1945. As a general contractor, over the past 20 years Apex has constructed or

rehabilitated over 3,300 units of affordable LIHTC, HUD 223f and Section 8, city and state funded

housing in New York City.

Management Company

MHR Management, Inc., an affiliate of Workforce Housing Group, is a property management firm

founded in 1992 that specializes affordable housing in the New York metropolitan area. The firm

manages over 1,450 units within a range of federal, state, and city affordable housing programs

and specializes in stabilizing distressed assets. MHR was the management company on the

Greyston Apartments project in Yonkers financed by HFA in 2017.

Financing

The requested $37,615,000 of tax-exempt bond financing at construction is an amount sufficient

to meet the Fifty Percent Test required under the Internal Revenue Code Section 42(h)(4)(B). At

permanent conversion, approximately $16,000,000 of the bonds are expected to be outstanding on

a permanent basis, accounting for approximately 25% of the TDC. The Federal LIHTCs will

generate equity proceeds of approximately $20,540,394, equal to approximately 33% of the TDC,

with the balance of the TDC funded by HFA Subsidy, HPD Subsidy and assumed debt, existing

reserves, and Borrower equity in the form of a deferred developer fee. The Borrower’s aggregate

equity exposure will equal at least 10% of TDC.

The bonds for this Project will be issued under the Affordable Housing Revenue Bonds Bond

Resolution and will be secured in accordance with the terms of the General Resolution.

Supplemental Security will be provided during both the construction and permanent periods. Citi

will provide a letter of credit as security for the construction loan and permanent insurance on the

permanent loan is expected to be provided by SONYMA.

The Agency performed a due diligence investigation of all the relevant parties and entities related

to the financing and all issues of potential concern identified by the Agency were addressed and/or

resolved. The Members will be informed of any comments by members of the public.


- 7 -

Environmental Review:

• HFA has determined that the proposed action is a Type II SEQRA action. Type II

Determinations are issued for projects determined not to have a significant effect on the

environment or otherwise precluded from environmental review pursuant to Part 617 of the

SEQRA Regulations. No further action is required to comply with SEQRA.

• The proposed action has been reviewed by the New York State Office of Parks, Recreation

and Historic Preservation ("OPRHP") in accordance with Section 106 of the National Historic

Preservation Act of 1966 and has conditionally determined that the project will have “No

Adverse Effect”. The project is to comply with the determination conditions.

• The Agency requires a Phase I Environmental Site Assessment (“ESA”) Report. A Phase I

ESA reports were prepared between June 2016 and September 2017. Updated ESAs were

prepared in December 2020. For 15 of the 24 project sites, no “Recognized Environmental

Conditions” (RECs) which require further investigation were identified. However, for nine of

the 24 project sites, RECs were identified, requiring a Phase II ESA. Phase II ESAs are

currently being conducted in January 2021 which if contamination is detected, a Remedial

Work Plan will be required to be submitted. The sites with soil vapor intrusion concerns will

be addressed pursuant to a January 2021 Soil Vapor Intrusion Work Plan, to be reviews and

accepted by Staff.

• The Project has been reviewed by the Agency's Smart Growth Advisory Committee, and the

Committee has determined that the proposed Agency financing of the Project complies with

the State Smart Growth Public Infrastructure Policy Act.


This Project is anticipated to meet the Agency’s Minority and Women-owned Business Enterprise

(“MWBE”) and Service-Disabled Veteran-owned Business (“SDVOB”) participation goals. Prior

to closing, a cost analysis will be completed to set the final levels of participation.

RECOMMENDATION AND REQUEST FOR AUTHORIZATION

Staff has reviewed the preliminary underwriting data supplied by the Borrower and determined

that the Project meets the stated mission of the Agency and (i) the projected revenue and expenses

are reasonable, and (ii) given these projections, the Project satisfies the underwriting criteria of the

Agency.

Therefore, staff recommends that the Committee adopt the resolutions transmitted herewith

authorizing:

(i) that the Members adopt resolutions authorizing the issuance of fixed-rate bonds in a

maximum amount of $37,615,000 for the Brooklyn Restoration: Workforce Housing

Project, City of New York, Kings County.


(i) the issuance of fixed-rate, tax-exempt and/or recycled bonds and the making of a first

mortgage loan in a maximum amount of $37,615,000;

(ii) the allocation of 4% “as of right” LIHTCs in the approximate annual amount of


- 8 -

$2,054,245 for a 10-year period; and

(iii) the making of an HFA Subsidy Loan in the estimated amount of $7,631,982.

Attachments

Attachment A: Schedule of unit types, rents and affordability.

Attachment B: Map indicating the location of the Project site and Rendering of the Project.

Attachment C: Schedule of Sources and Uses of Funds.

Attachment D: 15-Year Cash Flow Pro forma.

Attachment E: List of Property Addresses

Committee Resolution and Omnibus Resolution

Series Resolution (Transmitted to Members under separate cover)

ATTACHMENT A


Residential Units

Income LevelNumber of

Units

Sq. Ft. per

Unit

Net Rent per

Month

Net Rent per

Year

Studio < 50% AMI 1 550 738$ 8,856$

Studio < 60% AMI 4 550 845$ 40,576$

1BR < 50% AMI 8 800 793$ 76,103$

1BR PBV < 50% AMI 4 800 1,617$ 77,616$

1BR < 60% AMI 13 800 845$ 131,873$

1BR < 80% AMI 3 800 1,194$ 42,996$

1BR > 80% AMI 2 800 861$ 20,661$

2BR < 50% AMI 12 900 902$ 129,854$

2BR PBV < 50% AMI 4 900 1,830$ 87,840$

2BR < 60% AMI 28 900 1,015$ 340,917$

2BR < 80% AMI 3 900 1,426$ 51,326$

2BR > 80% AMI 3 900 1,144$ 41,188$

3BR < 50% AMI 3 1,200 849$ 30,554$

3BR < 60% AMI 5 1,200 1,123$ 67,386$

3BR < 80% AMI 1 1,200 2,219$ 26,628$

3BR > 80% AMI 1 1,400 1,244$ 14,923$

Studio < 50% AMI 7 550 752$ 63,209$

Studio PBV < 50% AMI 5 550 1,579$ 94,740$

Studio < 60% AMI 10 550 814$ 97,655$

1BR < 50% AMI 5 800 756$ 45,367$

1BR PBV < 50% AMI 3 800 1,617$ 58,212$

1BR < 60% AMI 18 800 850$ 183,639$

1BR < 80% AMI 4 800 1,122$ 53,851$

1BR > 80% AMI 2 800 1,174$ 28,177$

2BR < 50% AMI 2 900 818$ 19,630$

2BR < 60% AMI 10 900 1,052$ 126,181$

2BR < 80% AMI 1 900 1,264$ 15,167$

3BR < 50% AMI 9 1,200 1,041$ 112,466$

3BR PBV < 50% AMI 8 1,200 2,326$ 223,296$

3BR < 60% AMI 22 1,200 1,008$ 266,132$

3BR < 80% AMI 4 1,200 1,494$ 71,733$

3BR > 80% AMI 4 1,200 1,345$ 64,580$

4BR < 50% AMI 1 1,400 1,477$ 17,724$

4BR < 60% AMI 1 1,400 1,327$ 15,919$

4BR < 80% AMI 1 1,400 2,467$ 29,604$

Studio > 80% AMI 1 550 1,287$ 15,444$

1BR > 80% AMI 7 800 979$ 82,206$

2BR < 60% AMI 3 900 459$ 16,517$

2BR > 80% AMI 6 900 1,175$ 84,626$

3BR > 80% AMI 7 1,200 1,432$ 120,262$

2BR Non-Revenue 3 900

3BR Non-Revenue 1 1,200

Total 240 48,259$ 3,095,634$

Other Tenant & Commercial Income

Mo. Rent PSFIncome per

Year

Commercial (2) $ 24.06 106,909$

Miller Avenue (24 units + 1 Super's unit)

Franklin Cluster (95 units + 2 Super's units)

Putnam Cluster (117 units + 1 Super's unit)

Apartment

Type

Brooklyn Restoration: Workforce Housing

Kings County

Brooklyn Restoration_HFA UW_1_19_21_SONYMA: 1/22/2021 11:42 AM 1 of 1

Attachment B: Brooklyn Restoration: Workforce Housing: 24 Buildings

(see Attachment E for full list of addresses)

Attachment C

Brooklyn Restoration: Workforce Housing Units: 240

Kings County

SOURCES AND USES

Amount Per Unit % of total

Construction Sources

HFA First Mortgage 16,000,000$ $66,667 25.47%

HFA Construction Loan (Short-Term Bonds) 18,195,000$ $75,813 28.96%

HCR Subsidy: MPP 6,865,824$ $28,608 10.93%

HCR Subsidy Accrued Interest 406,285$ $1,693 0.65%

HPD New Subsidy 1,000,000$ $4,167 1.59%

HPD Assumed Debt 14,003,105$ $58,346 22.29%

Federal Low Income Housing Tax Credits 2,111,553$ $8,798 3.36%

Existing Reserves 1,745,000$ $7,271 2.78%

Deferred Developer Fee 2,500,000$ $10,417 3.98%

Total Construction Sources 62,826,766$ $261,778 100.00%

Permanent Sources

HFA First Mortgage 16,000,000$ $66,667 25.47%

HCR Subsidy: MPP 7,631,982$ $31,800 12.15%

HCR Subsidy Accrued Interest 406,285$ $1,693 0.65%

HPD New Subsidy 1,000,000$ $4,167 1.59%

HPD Assumed Debt 14,003,105$ $58,346 22.29%

Existing Reserves 1,745,000$ $7,271 2.78%



Total Permanent Sources 62,826,766$ $261,778 100.00%

Uses

Acquisition Costs 30,950,610$ $128,961 49.26%

Hard Construction Costs 20,418,290$ $85,076 32.50%

Soft Costs 7,500,037$ $31,250 11.94%

Reserves and Escrows 957,829$ $3,991 1.52%

Developer Fee 3,000,000$ $12,500 4.78%

Total Uses 62,826,766$ $261,778 100.00%

Attachment D

Inflation % Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15

Potential Gross Income HFA Standards: Residential Income 2% $3,095,634 3,157,547 3,220,698 3,285,112 3,350,814 3,417,831 3,486,187 3,555,911 3,627,029 3,699,570 3,773,561 3,849,032 3,926,013 4,004,533 4,084,624 Commercial 2% $106,909 109,047 111,228 113,452 115,721 118,036 120,396 122,804 125,260 127,766 130,321 132,927 135,586 138,298 141,064

Total Potential Gross Income: $3,202,543 3,266,594 3,331,926 3,398,564 3,466,536 3,535,866 3,606,584 3,678,715 3,752,290 3,827,335 3,903,882 3,981,960 4,061,599 4,142,831 4,225,688

Vacancy AllowanceResidential Income 5% (154,782) (157,877) (161,035) (164,256) (167,541) (170,892) (174,309) (177,796) (181,351) (184,978) (188,678) (192,452) (196,301) (200,227) (204,231) Commercial 10% (10,691) (10,905) (11,123) (11,345) (11,572) (11,804) (12,040) (12,280) (12,526) (12,777) (13,032) (13,293) (13,559) (13,830) (14,106)

Total Vacancy Allowance: (165,473) (168,782) (172,158) (175,601) (179,113) (182,695) (186,349) (190,076) (193,878) (197,755) (201,710) (205,744) (209,859) (214,056) (218,338)

Effective Gross IncomeResidential Income $2,940,853 $2,999,670 $3,059,663 $3,120,856 $3,183,274 $3,246,939 $3,311,878 $3,378,115 $3,445,678 $3,514,591 $3,584,883 $3,656,581 $3,729,712 $3,804,307 $3,880,393Commercial $96,218 98,142 $100,105 $102,107 $104,149 $106,232 $108,357 $110,524 $112,734 $114,989 $117,289 $119,635 $122,027 $124,468 $126,957

Effective Gross Income (EGI): $3,037,070 $3,097,812 $3,159,768 $3,222,963 $3,287,423 $3,353,171 $3,420,235 $3,488,639 $3,558,412 $3,629,580 $3,702,172 $3,776,215 $3,851,740 $3,928,774 $4,007,350

Maintenance & Operating ExpensesTotal Administrative 3% $195,500 201,365 207,406 213,628 220,037 226,638 233,437 240,440 247,654 255,083 262,736 270,618 278,736 287,098 295,711

Total Management Fee 2% $173,432 176,900 180,438 184,047 187,728 191,483 195,312 199,218 203,203 207,267 211,412 215,640 219,953 224,352 228,839

Total Utilities 3% $539,283 555,461 572,125 589,289 606,968 625,177 643,932 663,250 683,148 703,642 724,751 746,494 768,889 791,955 815,714

Total Repairs and Maintenance 3% $793,107 816,900 841,407 866,649 892,649 919,428 947,011 975,422 1,004,684 1,034,825 1,065,869 1,097,846 1,130,781 1,164,704 1,199,645

Total Fixed Expenses 3% $144,000 148,320 152,770 157,353 162,073 166,935 171,944 177,102 182,415 187,887 193,524 199,330 205,310 211,469 217,813

Total Operating Expenses: $1,845,322 1,898,947 $1,954,146 $2,010,966 $2,069,455 $2,129,661 $2,191,636 $2,255,432 $2,321,103 $2,388,704 $2,458,293 $2,529,927 $2,603,669 $2,679,579 $2,757,723

Reserves

Replacement Reserves 3% ($72,000) (74,160) (76,385) (78,676) (81,037) (83,468) (85,972) (88,551) (91,207) (93,944) (96,762) (99,665) (102,655) (105,734) (108,906)

Total Reserves: (72,000) (74,160) (76,385) (78,676) (81,037) (83,468) (85,972) (88,551) (91,207) (93,944) (96,762) (99,665) (102,655) (105,734) (108,906)

Total Expenses & Reserves: (1,917,322) (1,973,107) (2,030,531) (2,089,643) (2,150,492) (2,213,129) (2,277,608) (2,343,983) (2,412,310) (2,482,648) (2,555,054) (2,629,592) (2,706,323) (2,785,314) (2,866,629)

Net Operating Income: $1,119,749 1,124,705 1,129,237 1,133,321 1,136,931 1,140,042 1,142,627 1,144,656 1,146,102 1,146,933 1,147,117 1,146,623 1,145,416 1,143,461 1,140,721

First Mortgage Debt Service Interest Rate

HFA First Mortgage 3.25% (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596) (835,596)

Servicing Fee: HFA 0.25% (40,000) (39,199) (38,372) (37,517) (36,635) (35,723) (34,781) (33,808) (32,803) (31,764) (30,692) (29,584) (28,439) (27,257) (26,036)

Servicing Fee: SONYMA 0.50% (78,398) (76,744) (75,035) (73,269) (71,445) (69,561) (67,615) (65,605) (63,529) (61,384) (59,168) (56,879) (54,514) (52,072) (49,549)

Total First Mortgage Debt Service: 4.00% (953,994) (951,539) (949,003) (946,383) (943,676) (940,880) (937,992) (935,009) (931,927) (928,744) (925,456) (922,059) (918,550) (914,925) (911,181)

Subsidy Debt Service Interest Rate: HCR Subsidy Loan1 HCR Subsidy: MPP 0.20% (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) Total Subsidy Debt Service (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264) (15,264)

SONYMA Income to Expense Ratio 1.05 1.05 1.06 1.06 1.06 1.06 1.06 1.06 1.06 1.06 1.06 1.06 1.06 1.06 1.06

Debt Coverage Ratio 1.16 1.16 1.17 1.18 1.19 1.19 1.20 1.20 1.21 1.21 1.22 1.22 1.23 1.23 1.23

Net Cash Flow for Distribution $150,491 $157,902 $164,970 $171,674 $177,991 $183,898 $189,370 $194,383 $198,910 $202,925 $206,398 $209,301 $211,602 $213,272 $214,275

Cumulative Cash Flow $308,392 473,363 645,037 823,028 1,006,926 $1,196,297 $1,390,680 $1,589,590 $1,792,515 $1,998,912 $2,208,213 $2,419,815 $2,633,087 $2,847,363

Deferred Developer Fee 1,500,000 $150,491 157,902 164,970 171,674 177,991 183,898 189,370 194,383 109,320HPD New Subsidy Accrued Interest 2.50% (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) HPD Assumed Debt Accrued Interest 2.50% (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) (350,078) Cash Flow Available for Soft Financing - - - - - - - - 89,590 202,925 206,398 209,301 211,602 213,272 214,275

1/29/2021 3:03 PM 1 of 1 Brooklyn Restoration_HFA UW_1_29_21

Address: Zip Code:Project

(Cluster)

Total

Units:

1 552 St. Marks Avenue (aka 658 Franklin Ave.), Brooklyn, NY 11238 Franklin 9

2 572 Prospect Place, Brooklyn, NY 11216 Franklin 20

3 582 Sterling Place, Brooklyn, NY 11216 Franklin 4

4 611 St. Johns Place, Brooklyn, NY 11216 Franklin 8

5 693 Franklin Avenue, Brooklyn, NY 11238 Franklin 8




9 992 Bergen Street, Brooklyn, NY 11216 Franklin 4

10 1405 St. Johns Place, Brooklyn, NY 11213 Franklin 20

11 186-188 Malcolm X Boulevard, Brooklyn, NY 11221 Putnam 9

12 201 Malcolm X Boulevard, Brooklyn, NY 11221 Putnam 6

13 205 Malcolm X Boulevard, Brooklyn, NY 11221 Putnam 6

14 660 Madison Street, Brooklyn, NY 11221 Putnam 8

15 668 Madison Street, Brooklyn, NY 11221 Putnam 8

16 680 Jefferson Avenue, Brooklyn, NY 11221 Putnam 36


18 721 Hancock Street, Brooklyn, NY 11233 Putnam 8

19 723 Hancock Street, Brooklyn, NY 11233 Putnam 8


21 796 Putnam Avenue (aka 206 Malcolm X Blvd.), Brooklyn, NY 11221 Putnam 5

22 828 Putnam Avenue, Brooklyn, NY 11221 Putnam 4

23 433-435 Miller Avenue, Brooklyn, NY 11207 Miller 12

24 437-439 Miller Avenue, Brooklyn, NY 11207 Miller 13

Total: 240

Attachment E: Brooklyn Restoration: Workforce Housing












Brooklyn Restoration: Workforce Housing project in Brooklyn, Kings County.





CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS






- 1 -

F:\LEGAL\LV\2021\Board Book February\HFA Brooklyn Workforce\Brooklyn Workforce - Omnibus Reso 2.docx





KNOWN AS BROOKLYN RESTORATION: WORKFORCE HOUSING


application to finance a portion of the cost of the acquisition and rehabilitation of the project known

as the Brooklyn Restoration: Workforce Housing (the “Project”); and








WHEREAS, there has been submitted to the Members a proposed plan of financing for the

issuance of bonds to finance the Project and statements of the low and moderate income occupancy

requirements to be imposed in conjunction with the allocation and allowance of certain low-income

housing tax credits (“LIHTCs”) with respect to the Project; and



WHEREAS, simultaneously herewith the Agency will supplement the General Resolution

by adopting an Affordable Housing Revenue Bonds, 2021 Series ___ Resolution (“2021 Series

___ Resolution”) authorizing the issuance and sale of a principal amount not exceeding

$37,615,000 Affordable Housing Revenue Bonds (the “2021 Series ___ Bonds”), the proceeds of

which may be used to fund all or a portion of a first mortgage loan (“First Mortgage Loan”) for

the Project; and


subsidy financing (“Subsidy Loan”) in an amount not exceeding $7,631,982 (excluding accrued

interest during construction) to the Project; and


LIHTCs to the Owner of the Project, subject to final review by staff to confirm eligibility and

determine the precise amount of such LIHTCs;


- 2 -


A. The Bonds.

Section 1. Authority is hereby granted to The President and Chief Executive Officer

and/or a Senior Officer to sell, award, and issue the 2021 Series ___ Bonds in a principal amount

not exceeding Thirty Seven Million Six Hundred Fifteen Thousand Dollars ($37,615,000), at such

times and at such reasonable prices and interest rates as negotiated with the purchasers or placement

agents, provided, however, that the aggregate principal amount of any 2021 Series ___ Bonds

issued to fund the First Mortgage Loan for the Project will not exceed $37,615,000.

Section 2. The President and Chief Executive Officer and/or a Senior Officer are

authorized to determine whether 2021 Series ___ Bonds are to be sold on a private placement basis

or pursuant to a negotiated sale and to select the placement agents or underwriters for such bonds.


hereby authorized to obtain bond insurance or other form of credit enhancement and to enter into

investment agreements relating to the 2021 Series ___ Bonds with a qualified entity, under such



hereby authorized and directed, subject to the provisions of this resolution, to negotiate, draft,

change, finalize, approve and execute any documents, including the 2021 Series Resolution,

reasonably necessary or convenient to effectuate the purposes of this resolution.


hereby authorized to modify the 2021 Series Resolution so that such bonds may be aggregated with

the issuance of other bonds authorized by other series resolutions, provided that the aggregate

principal amount of bonds so authorized does not exceed the principal amount authorized by the

resolutions so combined.

B. The First Mortgage Loan, Subsidy Loan, and LIHTCS.

Section 1. Pursuant to Section 44.29-a and the conditions hereafter set forth, the

Agency hereby authorizes the making of the First Mortgage Loan in an amount not to exceed Thirty

Seven Million Six Hundred Fifteen Thousand Dollars ($37,615,000), to finance the Project. The

First Mortgage Loan may be funded by portions of the proceeds of the 2021 Series ___ Bonds or

by other monies available to the Agency funds for such purpose.

Section 2. The Agency hereby authorizes the allocation of funds for the financing of

the Project from monies accruing to the Agency from any source legally available to it for the

purpose of making of the Subsidy Loan in an amount not exceeding Seven Million Six Hundred

Thirty One Thousand Nine Hundred Eighty Two Dollars ($7,631,982) (excluding accrued interest

during construction).

Section 3. The Agency hereby authorizes the allocation of approximately $2,054,245

per annum in “4% as of right” LIHTCs to the owner of the Project, subject to final review by staff

- 3 -


to confirm eligibility and compliance with LIHTCs requirements, and to determine the precise

amount of such LIHTCs.


hereby authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize,

approve and execute any documents necessary or convenient to effectuate the purpose of this

resolution and the making of the First Mortgage Loan for the Project, and any other loan documents

in connection with the Project, including those loan documents relating to the Subsidy Loan, and

to determine the amount of the LIHTCs to be allocated to the Project.

Section 5. The Agency hereby (A) determines that: (i) the proposed action was

reviewed in accordance with the New York State Environmental Quality Review Regulations (“6

NYCRR Part 617”) and that the requirements of 6 NYCRR Part 617 have been met; (ii) consistent

with the social, economic and other essential considerations from among the reasonable alternatives




mitigative measures which were identified as practicable; and (B) acting as lead SEQRA agency,

the Agency hereby issues a Negative Declaration.









Section 7. The Agency hereby finds that all requirements of the Act and particularly

Section 44.29-a thereof are met in the issuance of the 2021 Series ___ Bonds and the financing of

the First Mortgage Loan and the Subsidy Loan including, without limitation, that a portion of the

Project is to be occupied by persons or families of low or moderate income as required by the Act

and that the Agency will impose by contract with the Project owner additional requirements,

consistent with the economic feasibility of the Project, which maximize the affordability, period of

occupancy and number of units for such low and moderate income tenants and accomplish the

public purposes of the Act.

C. Effectiveness.


- 3 -

C:\Users\amust\Documents\New folder\omni Brooklyn Workforce - Omnibus Reso 1 (1).docx

to confirm eligibility and compliance with LIHTCs requirements, and to determine the precise



hereby authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize,


resolution and the making of the First Mortgage Loan for the Project, and any other loan documents

in connection with the Project, including those loan documents relating to the Subsidy Loan, and

to determine the amount of the LIHTCs to be allocated to the Project.

Section 5. The Agency hereby (A) determines that: (i) the proposed action was

reviewed in accordance with the New York State Environmental Quality Review Regulations (“6

NYCRR Part 617”) and that the requirements of 6 NYCRR Part 617 have been met; (ii) consistent

with the social, economic and other essential considerations from among the reasonable alternatives




mitigative measures which were identified as practicable; and (B) acting as lead SEQRA agency,

the Agency hereby issues a Negative Declaration.










Section 44.29-a thereof are met in the issuance of the 2021 Series ___ Bonds and the financing of

the First Mortgage Loan and the Subsidy Loan including, without limitation, that a portion of the

Project is to be occupied by persons or families of low or moderate income as required by the Act

and that the Agency will impose by contract with the Project owner additional requirements,

consistent with the economic feasibility of the Project, which maximize the affordability, period of

occupancy and number of units for such low and moderate income tenants and accomplish the

public purposes of the Act.

C. Effectiveness.


ITEM 4(a):



MEMORANDUM

February 4, 2021

FROM: Michael Friedman TO: SONYMA Board

Mortgage Insurance Committee Members

SUBJECT: Approval of Increased Mortgage Insurance for The Grand Apartments,

220 East 178th Street; 225 East 179th Street and 2189-2195 Morris Avenue;

Bronx, Bronx County; Certificate No: 10-2029

Background Information

On September 15, 2017, SONYMA approved a Commitment to Insure for the New York State

Housing Finance Agency (“HFA”) for mortgage insurance on a 30-year term; 5.25% interest

rate, $7,900,000 permanent first mortgage loan. After board approval, the permanent loan

amount was increased by $785,000 (10%) to $8,685,000. HFA is now requesting an additional

increase of $2,750,000 in the permanent first mortgage to $11,435,000 with a 30-year term with

a 4.65% interest rate on the new money.

Since commitment issuance, there has been approximately $10.5 million in both soft cost and

construction cost overruns due to significant subsurface issues at one building and issues with the

contractor resulting in construction delays which caused the Project’s total development cost to

increase from $65,965,461 to $76,402,111. The increase in development costs will be covered

by the following:

▪ $2,750,000 increase in the first mortgage loan

▪ $1,213,702 added Federal LIHTC

▪ $500,000 added Reso A

▪ $2,500,000 Equity

▪ $2,359,622 Equity/Sponsor Loan

▪ $982,382 Accrued Interest

Certificate # 10-2029 (Andrea McFarlane)

02/01/2021 5:49 PM

2

Risk Analysis

Annual debt service will increase to $768,533 from $664,595, a $103,938/yr. increase.

The unit size allocation has changed, and there has been a significant increase in the 80% AMI

units and a decrease in the 50% and 60% AMI units. (See rent schedule below). The projected

annual residential income will increase to $1,992,096 from $1,741,277, a total increase of

$250,819/yr. The Project still achieves a proforma income to expense ratio of 1.06. See rent

schedule below.

Old Unit

Type/AMI

No.

of

Units

Old

Monthly

Rents

New Unit

Type/AMI

No. of

Units

New

Monthly

Rents

Studio ESSHI 41 $ 866 Studio ESSHI 41 $ 866

1 bd Sec. 8 1 $1,300 1 bd Sec. 8 1 $1,298

2 bd Sec. 8 4 $1,513 2 bd Sec. 8 4 $1,511

3 bd Sec. 8 3 $1,946 3 bd Sec. 8 3 $1,944

Studio – 40% 1 $ 475 Studio – 40% 5 $ 536

1 bd – 40% 2 $ 605 1 bd – 40% 5 $ 682

2 bd – 40% 3 $ 736 2 bd – 40% 7 $ 828

3 bd – 40% 1 $ 843 3 bd – 40% 2 $ 949

Studio – 50% 1 $ 618 None 0 None

1 bd – 50% 2 $ 784 None 0 None

2 bd – 50% 3 $ 951 None 0 None

3 bd – 50% 1 $1,091 None 0 None

Studio – 60% 13 $ 761 Studio – 60% 2 $ 856

1 bd – 60% 17 $ 963 1 bd – 60% 5 $1,082

2 bd – 60% 18 $1,166 2 bd – 60% 5 $1,309

3 bd – 60% 10 $1,339 3 bd – 60% 3 $1,505

Studio -80% 0 None Studio – 80% 8 $1,176

1 bd – 80% 0 None 1 bd – 80% 17 $1,482

2 bd – 80% 0 None 2 bd – 80% 18 $1,790

3 bd – 80% 0 None 3 bd – 80% 9 $2,060

1 bd – 130% 6 $1,554 None 0 None

2 bd – 130% 6 $1,874 None 0 None

3 bd – 130% 2 $2,158 None 0 None

Total 135 135

Tenants are responsible for electric and receive a utility allowance to cover the cost.

Three non-revenue two-bedroom units are reserved for two onsite superintendents and a

porter.

Certificate #: 10-2029 (Andrea McFarlane)

02/01/2021 5:49 PM

The following are some of the pertinent features of the Project’s revised financial structure:

New U/W Original U/W

1/2021 1/2019

Loan Amount $11,435,000 $8,685,000

New Loan Amount $2,750,000 N/A

Interest Rate on New Loan 4.65% N/A

Residential Income $1,992,096 $1,741,277

Commercial Income $16,681 $16,681

Debt Service $768,533 $664,595

Effective Gross Income $1,922,408 $1,684,130

Loan-to-Value 75% 52%

Number of Units 138 138

Number of Rooms 426 429

Income to Expense Ratio 1.06 1.06

NOI/DS 1.15 1.15

Rent Achievement Level $1,896,470 $1,664,602

Conclusion

Staff requests that the Mortgage Insurance Committee and the SONYMA Board approve an

amendment to the Commitment to Insure to cover 100% permanent loan mortgage insurance on

an increased permanent loan amount of $11,435,000.

Attachment(s)

Exhibit A Sources and Uses of Loan proceeds

Exhibit B Income and Expense Analyses

Exhibit C Operating Expenses

Exhibit D Original Board Memo

Exhibit A

The Grand Apartments

220 E. 178th Street, 179th Street, 2189-2195 Morris Avenue

Bronx, Bronx County


PROJECT FINANCIAL STRUCTURE - PERMANENT LOAN

Sources of Funds

1st Lien, HFA (Original Amount) $8,685,000

1st Lien, HFA (Additional Amount) $2,750,000

HPD ELLA Subsidy Loan $14,500,000

HCR SHOP Subsidy Loan $12,458,279

HCR Middle Income Housing Loan $1,960,000

New York City Counsel Reso A $1,000,000

NYC Reso A (Additional Amount) $500,000

Federal Low Income Housing Tax Credits $22,585,694

Solar Tax Credit Equity $138,180

Private Equity $2,500,000

Additional Private Equity/Sponsor Loan $2,359,622

NYSERDA Grant $36,720

Accrued Interest $3,402,949

Deferred Operating Reserve $796,515



Uses of Funds

Per SF Per Unit

Total Cost (129,227) (138)


Hard Cost + Contingency $42,097,375 $326 $305,053

Soft Costs $19,554,581 $151 $141,700

Reserves and Escrows $1,131,675 $9 $8,201

Developer's Fee $8,184,000 $63 $59,304

Total Uses $76,402,111 $591 $553,638

30-year term 5.25% interest rate (rate

includes mortgage insurance

premium). Monthly payments of

$49,375. Annual constant 7.00%.

30-year term; 0.00% interest rate.

30-year term; 0.50% interest only

30-year term 4.65% interest rate (rate

includes mortgage insurance

premium). Monthly payments of

$14,669. Annual constant 6.40%.

30-year term; 0.50% interest only.

Exhibit B



Bronx, Bronx County


PROJECTED INCOME AND EXPENSE ANALYSIS - PERMANENT LOAN

Mortgagee's

Projection

2022



OMH Rent Subsidies $326,073

Community Space $16,681

Laundry Income $16,560




OMH Subsidies (5%) ($16,304)

Community (10%) ($1,668)

Laundry (10%) ($1,656)



Less: M & O ($1,037,629)


.

Less: Debt Service

1st Mortgage, HFA @ 5.25% ($592,504)

1st Mortgage, HFA @ 4.65% ($176,029)


Cash Flow $116,246


EGI/TOE 1.06

NOI/DS 1.15

SONYMA Effective Gross Income @ 1.05:1 $1,896,470

Total Operating Expenses ($1,806,162)

Cash Flow $90,308

5:55 PM Prepared by SONYMA Mortgage Insurance Fund 02/01/2021 A. McFarlane

Exhibit C



Bronx, Bronx County


MAINTENANCE & OPERATING EXPENSES - PERMANENT LOAN

Underwriting


2021-22 426 138

R.E. Taxes 420c Tax abatement $0 $0 $0

Fire & Liability Insurance $185,380 $435 $1,343

Water & Sewer $107,250 $252 $777

Heat $128,700 $302 $933

Electric & Gas (common area) $72,930 $171 $528

Management Fee $113,551 $267 $823

Payroll & Tax Benefits $146,000 $343 $1,058

Virtual Doorman $23,760 $56 $172

Supplies/Cleaning/Exterminating $53,625 $126 $389

Elevators (5) $31,250 $73 $226


Professional Fees: Legal & Accounting $35,700 $84 $259


Total Expenses $1,037,629 $2,436 $7,519

5:55 PM Prepared by SONYMA Mortgage Insurance Fund 02/01/2021 A. McFarlane


RUTHANNE VISNAUSKAS

Commissioner/CEO

MEMORANDUM

July 6, 2017

FROM: Michael A. Friedman TO: Members of the

Mortgage Insurance Committee

SUBJECT: Approval of Permanent Mortgage Insurance for The Grand Apartments,

220 E. 178th Street, 225 East 179th Street and 2189-2195 Morris Avenue

Bronx, Bronx County; Certificate No: 10-2029

Executive Summary

Insured Mortgage/

Mortgagee: $7,900,000/5.50% (estimated) /30 years

New York State Housing Finance Agency

Project Description: Construction of three multifamily apartment buildings with 138

residential units and 831square feet of commercial/community space.

Three units are reserved for onsite superintendents and porter.

Public Purpose: The Project will provide housing for formerly homeless tenants with

serious mental illness and low income tenants.

Income Restrictions/

Affordability: Forty-one of the total revenue units will be reserved for OMH tenants

with serious mental illness under the Empire State Supportive Housing

Initiative Program (“ESSHI”). Eight revenue generating units will

receive Project-Based Section 8 rental assistant vouchers administered

by HPD, and will be set aside for tenants with incomes at or below 30%

of AMI. Rents will be affordable to households with incomes up to

either 30%, 40%, 50%, 60% and 130% of AMI, adjusted by unit size.

See page three of the summary for the schedule of initial rents and

affordability levels.

Subsidy: $20,721,000 Federal LIHTC

$19,640,000 HFA Supportive Housing Opportunity Program

$8,344,714 HPD ELLA Funds Subordinate Loan

$1,960,000 HFA Middle Income Program Subsidy Loan

Certificate # 10-2029 (Andrea McFarlane) 2 2/1/2021 5:49 PM

$500,000 New York City Council Reso A

$500,000 Bronx Borough President Office Funds

$326,073 annual rent subsidy from OMH for 41 Supportive Housing

Tenants (“ESSHI”).

Project Based Section 8 HAP contract covering 8 units

420-c tax abatement

Project Ownership: The legal owner is Grand Apts HDFC controlled by the non-profit sole

member, Settlement Housing Fund, Inc. The beneficial owner will be

The Grand LLC whose managing member (0.01%) will be Concourse

Grand LLC, equally owned by Grand Apt HDFC and the development

entity (220 E178 LLC) which is controlled by sponsor Thorobird. The

principal of Thorobird is Thomas Campbell.

Project Information

Project Background: The Project involves the construction of three 12-story elevator

buildings totaling 138 mixed-income units located at three separate

locations in the Mount Hope and University Heights neighborhood in

the Bronx. (See Location Map - Exhibit D). Forty-one OMH units will

be reserved for adults with serious mental illness. Rent support and

services will be provided through ACMH.

Of the 41 units, eight units will receive Project Based Section 8

vouchers and will be set aside for tenants with incomes at or below 30%

of AMI. Seven units will be set aside for tenants with incomes at or

below 50% of AMI; fifty-eight units will be set aside for tenants with

incomes at or below 60% of AMI and fourteen units will be reserved

for tenants with incomes at or below 130% of AMI.

The tenants in the supportive rental units will be eligible for

Supplemental Security Income. The Project has been awarded rental

subsidies and operating funds by ESSHI.

Neighborhood(s): The three scattered sites are located in mixed-use neighborhoods, with

multifamily residential, mixed residential and commercial, 1-2 family

residential, office and open space/recreational facilities. The area is

well served by expressways such as the Cross Bronx Parkway and the

Major Deegan Expressway. MTA bus service is along Jerome Avenue,

Grand Concourse, and University Avenue with stops within walking

distance from the project. The area is well served by the number 4

subway line providing access to the area at the Burnside Avenue

station, and the B and D subway lines accessible at the Tremont Avenue

and 182-183 Street station.


Description of Construction

Construction: Construction of three multifamily buildings containing 138 units and

831 square feet of commercial/community space, and other work items.

Hard Cost Estimate PSF: $305

Hard Cost

Per Dwelling Unit: $285,271±


Environmental Report: Phase I ESA reports were prepared for all three sites. An abandoned

underground storage tank at 220 E. 178th Street was identified and a

Remedial Action Plan was prepared to address the closure of the tank.

Following removal of the tank, a Remedial Closure Report (RCR),

which certifies that the remedial requirements have been achieved will

be submitted to the Agency and NYC Department of Environmental

Protection. See Special Conditions.

See Rental Structure on following page.



Rent Schedule:

Unit Type/ % AMI

# of

Units

Avg. SF

Range

Monthly

Rent

Studio – OMH 41 353 $ 866

Studio – 40% AMI 1 353 $ 475

Studio – 50% AMI 1 353 $ 618

Studio – 60% AMI 13 353 $ 761

1 bedroom – Sec. 8 1 517 $1,362

1 bedroom – 40% AMI 2 517 $ 605

1 bedroom – 50% AMI 2 517 $ 784

1 bedroom – 60% AMI 17 540 $ 963

1 bedroom – 130% AMI 6 517 $1,554

2 bedroom – Sec. 8 4 683 $1,579

2 bedroom – 40% AMI 3 683 $ 736

2 bedroom – 50% AMI 3 676 $ 951

2 bedroom – 60% AMI 18 680 $1,166

2 bedroom – 130% AMI 6 671 $1,874

3 bedroom – Sec. 8 3 860 $2,027

3 bedroom – 40% AMI 1 860 $ 843

3 bedroom – 50% AMI 1 860 $1,091

3 bedroom – 60% AMI 10 860 $1,339

3 bedroom – 130% AMI 2 860 $2,158

Total 135

Tenants are responsible for electric and receive a utility allowance to cover the cost. Three non-

revenue two-bedroom units are reserved for two onsite superintendents and a porter.

Laundry Income: $16,560 (@ $120 per unit/per year).

Commercial Income: $16,680 for community space.


Insured Loan

Payment Schedule: Years 1-30; $46,097/mo. 7.00% annual constant.

Borrower

Equity Contribution: $20,721,000 from LIHTC.

$2,325,580 from deferred developer’s fee.

Percent of Total

Project Costs: 36%



Underwriting

Loan to Value Ratio: 52%

Liability to Value Ratio: 52%


NOI/DS: 1.16:1


Appraisal Summary


Valuation: $15,200,000.

Valuation Methodology: Market value using the Income Approach, including value of

420-c tax exemption.

Capitalization Rate: 5.00%


Developer’s History: Thorobird, a New York based real estate development and

ownership agency, was formed in 2009. Its principal is Thomas

Campbell.

ACMH, Inc. formerly The Association for Rehabilitative Case

Management and Housing is a 501(c)(3) not-for-profit

corporation founded in 1973. It provides care coordination,

supportive housing and rehabilitation to adults with serious

mental illness. ACMH currently serves approximately 530

individuals.

Management Experience: Property management will be provided by Wavecrest

Management Team, LTD which currently manages

approximately 13,000 affordable housing units.

SONYMA Commitments

and/or PIF’s: None.


Risk Analysis

The loan amount is $57,246 per unit but only equals 12% of the Project’s total

development cost of $464,868 per unit.

The Project has a satisfactory income to expense ratio (1.07:1) and debt-service

coverage ratio (1.16:1).

The project will break-even with an 12% increase in operating expenses or a 13%

residential vacancy rate.

Special Conditions: Mortgage insurance is expected to become effective at permanent loan

closing subject to the following:

SONYMA required rent achievement level of $1,661,419 (@1.05:1) with 5%

vacancy loss on residential and 10% loss on commercial and laundry income.

Project-based Section 8 contract for 8 units.

Social service contract awarded by ACMH for 41 units covering rent support and

social services with evidence of commencement of funding.

420-c tax abatement.

Submission of RCR which certifies the closure and removal of tank at 220 E. 178th

Street.

Conclusion: It is recommended the Mortgage Insurance Committee and Board approve issuance

of a Commitment to Insure covering 100% mortgage insurance for the Project on a

loan amount of $7,900,000.

Attachments

Exhibit A. Sources and Uses of Loan Proceeds

Exhibit B Income and Expense Analysis

Exhibit C Maintenance and Operating Expenses

Exhibit D Location Map

A RESOLUTION OF THE



RECOMMENDING APPROVAL OF MODIFICATIONS TO MORTGAGE

INSURANCE AND A COMMITMENT FOR THE PROVISION THEREOF FOR

THE GRAND APARTMENTS, 220 EAST 178TH STREET, 225 EAST 179TH STREET

AND 2189-2195 MORRIS AVENUE, BRONX, BRONX COUNTY




thereunder; and

WHEREAS, on September 17, 2017, the Agency issued a Commitment to Insure

to provide mortgage insurance for a New York State Housing Finance Agency (“HFA”)

permanent first mortgage loan in the approximate amount of $7,900,000, which loan

amount was subsequently increased by $785,000 to the approximate amount of

$8,685,000, for The Grand Apartments, 220 East 178th Street, 225 East 179th Street and

2189-2195 Morris Avenue, Bronx, Bronx County; and

WHEREAS, HFA is requesting further amendment to the authorization,

increasing the loan amount by $2,750,000 to the approximate amount of $11,435,000;

and

WHEREAS, the Agency staff has reviewed the necessary changes and

recommends such amendment; now, therefore be it



conditions to be set forth in the Commitment to Insure and Certificate of Insurance of



mortgage insurance of the New York State Housing Finance Agency permanent first

mortgage loan in the modified approximate amount of $11,435,000 for The Grand

Apartments, 220 East 178th Street, 225 East 179th Street and 2189-2195 Morris Avenue,

Bronx, Bronx County, Certificate #10-2029, to be financed by the issuance of tax-exempt

bonds.

Section 2. The President and Chief Executive Officer, or another Senior Officer

of the Agency designated by her, is hereby authorized, subject to the provisions of this

resolution and her approval of the form and content of any documents and agreements

necessary to effectuate this transaction, to execute a Commitment for the Project on

behalf of the Agency.


A RESOLUTION OF THE


APPROVING MODIFICATIONS TO MORTGAGE INSURANCE AND A

COMMITMENT FOR THE PROVISION THEREOF FOR THE GRAND

APARTMENTS, 220 EAST 178TH STREET, 225 EAST 179TH STREET AND 2189-

2195 MORRIS AVENUE, BRONX, BRONX COUNTY




thereunder; and

WHEREAS, on September 17, 2017, the Agency issued a Commitment to Insure

to provide mortgage insurance for a New York State Housing Finance Agency (“HFA”)

permanent first mortgage loan in the approximate amount of $7,900,000, which loan

amount was subsequently increased by $785,000 to the approximate amount of

$8,685,000, for The Grand Apartments, 220 East 178th Street, 225 East 179th Street and

2189-2195 Morris Avenue, Bronx, Bronx County; and

WHEREAS, HFA is requesting further amendment to the authorization,

increasing the loan amount by $2,750,000 to the approximate amount of $11,435,000;

and

WHEREAS, Agency staff has reviewed the necessary changes and recommends

that such amendment be approved for mortgage insurance; and

WHEREAS, the Mortgage Insurance Committee recommends that such

amendment be approved for mortgage insurance; now, therefore be it






New York State Housing Finance Agency permanent first mortgage loan in the modified

approximate amount of $11,435,000 for The Grand Apartments, 220 East 178th Street,

225 East 179th Street and 2189-2195 Morris Avenue, Bronx, Bronx County, Certificate

#10-2029, to be financed by the issuance of tax-exempt bonds.







ITEM 4(b):


RUTHANNE VISNAUSKAS

Commissioner/CEO

641 Lexington Avenue, 4th Floor, New York, NY 10022

nyshcr.org

February 4, 2021

FROM: Jason Pearson

Vice President, Office of Finance and Development

TO: HFA Members

SUBJECT: Resolution authorizing an increase of tax-exempt and/or taxable bonds for The

Grand Apartments, Bronx County

The Memorandum is submitted in support of the requested authorization to increase the originally

approved maximum tax-exempt bonds and mortgage loan from $35,500,000 to approximately

$42,635,000 for The Grand Apartments.

Project History and Reason Before the Board

On July 13, 2017, the Members authorized the financing of The Grand Apartments (the “Project”),

which consists of the new construction of three (3) multifamily rental buildings with a total of 138

units, located at three separate locations: 220 East 178th Street (“Grand 1), 225 East 179th Street

(“Grand 2”) and 2189-2195 Morris Avenue (“Grand 3”) in the Mt. Hope and University Heights

neighborhoods of the Bronx. All units were originally set at or below 130% of AMI, with 121

units set between 30% and 60% of AMI, and 3 units set aside as employee units. A total of 41

units will be set aside for homeless adults with serious mental health problems under the Empire

State Supportive Housing Initiative Program. Eight (8) revenue generating units will receive

project-based vouchers from the New York City Department of Housing Preservation and

Development (HPD).

Additional project details are annexed in the original Memorandum dated July 6, 2017 submitted

to the Members in support of the original authorization to finance The Grand (“Original Board

Authorization”).

On September 28, 2017, the Agency closed on construction financing for the Project which

includes a $32,600,000 first mortgage which is expected to be reduced by $23,915,000 after

construction and stabilization, annual allocation of 4% “as of right” Low Income Housing Tax

Credits estimated at $2,055,410, and a subsidy loan consisting of $12,458,279 Supportive Housing

Opportunity Program (“SHOP”) funds and $1,960,000 Middle Income Program Subsidy

(“MIHP”) funds. In addition, subsidy funds in an amount of $15,000,000 were provided by HPD

and $500,000 was provided by the Bronx Borough President’s Office.

The Project has experienced significant construction delays; the primary causes were default of

the general contractor under terms of the construction contract, termination of the general

THE GRAND APARTMENTS

2

contractor, and negotiation of a take-over agreement with the construction surety to complete

construction under terms of the performance bond. Construction was halted from the time of

default until remobilization subsequent to execution of the take-over agreement. Additional

delays to Grand 1 were incurred as a result of unanticipated subsurface conditions and the inability

of architect, general contractor, and owner to agree on means of mitigating those conditions.

The construction delays and numerous change orders led to significant construction cost overruns.

Hard and soft costs overruns amounted to over $10 million. These overruns caused the portion of

costs financed by bond financing to fall below 50%, triggering tax credit issues: the IRS Code

requires that at least 50% of a project’s aggregate eligible basis be financed by the bond proceeds

for a project to quality for its full tax-credit basis. The Project’s current failure to meet the 50%

test will result in a significant reduction in the amount of tax credits it will qualify for and

consequent reduction in investment equity.

Tax credit investment equity is one of the key sources required to redeem the existing short-term

bonds. The availability of full tax credit equity projected for the Project is necessary to enable the

Project to redeem the current outstanding construction bonds of $23,915,000 which have a

mandatory redemption date of May 1, 2021.

Financing Plan

The requested revised amount of approximately $42,635,000 in tax-exempt and/or taxable bond

financing, an increase in the original authorization of approximately $7,135,000, is an amount

sufficient to meet the Fifty Percent Test required under the Internal Revenue Code Section

42(h)(4).

In order to support the additional bonds, the original unit income distribution has been restructured

to generate additional rental revenue. To achieve this without compromising overall affordability,

the Project will utilize income averaging, and all units will be at or below 80% of AMI with the

average of household incomes at or below 60% of AMI.

Cost overruns in excess of the additional bonds issued will be covered by a combination of private

equity and increased deferred developer fee.

The additional bonds will be privately placed with Morgan Stanley or as part of the March Open

Resolution. Supplemental Security will be provided during both the construction and permanent

periods. TD Bank will provide a letter of credit as security for the construction loan and SONYMA

MIF will provide insurance on the permanent loan. City Real Estate Advisors (“CREA”) will

remain the Investor Limited Partner.

As well as needing additional bonds to qualify for the full amount of tax credits, all of the buildings

will need to be able to be placed in service by the mandatory redemption date, which requires a

temporary certificate of occupancy (“TCO”). Grand 2 and Grand 3 will be substantially complete

prior to the mandatory redemption date, but due to construction delays Grand 1 is trailing, and will

not be completed by that time. However, Grand 1 can qualify with a partial TCO, which is

sufficient for full tax credits. The Borrower has developed a plan and is actively engaged in


3

working with NYC’s Department of Building Public Advocate and Borough Commissioner’s

office to implement the plan. It is anticipated that Grand 1 will receive the partial TCO prior to

May 1, 2021.

In the event that Grand 1 does not obtain a partial TCO by 5/1/2021, the Project will not qualify

for tax credits for that building and will lose approximately $5 million in investment equity. If this

occurs the Agency may need to use additional subsidy funds authorized by the Original Board

Authorization in combination with the reduced tax credit equity amount of $18.4 million to fill the

Project’s financing gap and retire the existing short-term bonds.

Recommendation and Request for Authorization

Staff recommends authorization by the Members to approve an increase of the maximum fixed

rate tax-exempt bonds and mortgage loan from the previously approved $35,500,000 to

approximately $42,635,000. The terms and provisions of the Members’ Original Board

Authorization will not amended, modified, or changed herein or the attached Omnibus Resolution

shall remain in full force and effect. The HFA Memo and Resolution with respect to the Original

Board Authorization are attached hereto.


Staff has reviewed the underwriting data supplied by the Borrower and determined that the Project

meets the stated mission of the Agency and (i) the projected revenues and expenses are reasonable,

and (ii) given these projections, the Project will satisfy the underwriting criteria of the Agency.

Therefore, staff recommends that the Members adopt the resolutions transmitted herewith

authorizing:

(i) the issuance of additional fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds

of approximately $7,315,000 and the making of a first mortgage loan in an amount not to

exceed $42,635,000; and

(ii) the allocation of additional 4% “as of right” LIHTCs in the approximate annual amount

of $500,000 for a 10-year period.

Attachments

Attachment A: Memorandum to the Members submitted in support of the authorization to finance

the Project, dated July 6, 2017.

Attachment B: Schedule of unit types, shareholder maintenance and affordability.



Omnibus Resolution


ATTACHMENT B


Residential Units


Units

Sq. Ft. per

Unit

Rent per

Month

Rent per

Year

Studio ESSHI < 30% AMI 41 353 866$ 426,072$

Total 41 866$ 426,072$

1BR PBV < 30% AMI 1 517 1,298$ 15,576$

2BR PBV < 30% AMI 4 683 1,511$ 72,528$

3BR PBV < 30% AMI 3 860 1,944$ 69,984$

Total 8 158,088$

Studio < 40% AMI 5 353 536$ 32,160$

1BR < 40% AMI 5 517 682$ 40,920$

2BR < 40% AMI 7 683 828$ 69,552$

3BR < 40% AMI 2 860 949$ 22,776$

Total 19 165,408$

Studio < 60% AMI 2 353 856$ 20,544$

1BR < 60% AMI 5 517 1,082$ 64,920$

2BR < 60% AMI 5 683 1,309$ 78,540$

3BR < 60% AMI 3 860 1,505$ 54,180$

Total 15 218,184$

Studio < 80% AMI 8 353 1,176$ 112,896$

1BR < 80% AMI 17 517 1,482$ 302,328$

2BR < 80% AMI 18 683 1,790$ 386,640$

3BR < 80% AMI 9 860 2,060$ 222,480$

Total 52 1,024,344$

Super's Unit Non-Revenue 3 -$ -$

Total 138 1,992,096$

Other Tenant & Commercial IncomeIncome per

Year

Community 16,681$

Laundry 16,560$

Total 33,241$

Parking 0 spaces $0

Apartment Type

The Grand - Restructuring

Bronx County

Copy of The Grand - Restructuring ($5210000) (nopaidfee Yes TCO yes hard payment 11-1-2022)-1-20-2021 (Waviehardpayment)

(002): 1/19/2021 6:46 PM 1 of 1

Attachment C

The Grand - Restructuring Units: 138

Bronx County

SOURCES AND USES



HFA First Permanent Mortgage/Long-term Bonds

(Original Amount) 8,685,000.00$ $62,935 11.37%


(Additional Amount) 2,750,000.00$ $19,928 3.60%

HFA Construction Loan/Short-term (Orginal Amount) 23,915,000.00$ $173,297 31.30%

HFA Construction Loan /Short-term (Additional

Amount) 4,385,000.00$ $31,775 5.74%

HPD ELLA 6,316,589.00$ $45,772 8.27%

New York City Counsel Reso A 1,000,000.00$ $7,246 1.31%

HCR Subsidy: SHOP 11,212,451.00$ $81,250 14.68%

HCR Subsidy: MIHP 1,764,000.00$ $12,783 2.31%

Federal Low Income Housing Tax Credits 2,244,750.00$ $16,266 2.94%

Solar Equity 138,180.00$ $1,001 0.18%

Private Equity 2,500,000.00$ $18,116 3.27%

NYSERDA 36,720.00$ $266 0.05%

Accrued Interest 3,402,949.00$ $24,659 4.45%

Deferred Opearting Reserve 796,515.00$ $5,772 1.04%

Deferred Developer Fee 7,254,957.00$ $52,572 9.50%

Total Construction Sources 76,402,111.00$ $553,638 100.00%

GAP -$

HFA Bond as % of Aggregate Basis: 53.60% Total HFA Bond: $39,735,000

Total Original Bonds $32,600,000

Total Additional Bonds to meet 50% Test $7,135,000

Permanent Sources


(Original Amount) 8,685,000.00$ $62,935 11.37%

HFA Permanent First Mortgage/Long-Term Bonds

(Additional Amount) 2,750,000.00$ $19,928 3.60%

HPD ELLA 14,500,000.00$ $105,072 18.98%

Additional Reso A 500,000.00$ $3,623 0.65%

New York City Counsel Reso A 1,000,000.00$ $7,246 1.31%

HCR Subsidy: SHOP 12,458,279.00$ $90,277 16.31%

HCR Subsidy: MIHP 1,960,000.00$ $14,203 2.57%

Federal Low Income Housing Tax Credits 22,585,694.00$ $163,664 29.56%

Solar Equity 138,180.00$ $96,227 0.18%

Private Equity 2,500,000.00$ $96,227 3.27%

Additional Private Equity/Sponsor Loan 2,359,622.00$ $17,099 3.09%

NYSERDA 36,720.00$ $266 0.05%

Accrued Interest 3,402,949.00$ $24,659 4.45%

Deferred Opearting Reserve 796,515.00$ $5,772 1.04%

Deferred Developer Fee 2,729,152.00$ $19,776 3.57%

Total Permanent Sources 76,402,111.00$ $553,638 100.00%

GAP (0)$

Uses

Acquisition Costs 5,434,480.00$ $39,380 7.11%

Hard Construction Costs 42,097,375.00$ $305,053 55.10%

Soft Costs 19,554,581.00$ $141,700 25.59%

Reserves and Escrows 1,131,675.00$ $8,201 1.48%

Developer Fee 8,184,000.00$ $59,304 10.71%

Total Uses 76,402,111.00$ $553,638 100.00%

Total Developer Fee 8,184,000$

Developer Fee Paid at closing 818,400$

Deferred Developer Fee 2,729,152$

Less: HPD's Required Reserve/Capitalized Reserve 753,000$

Additional Deferred Developer Fee/Sponsor Loan 2,359,622$

Paid Developer Fee at Permanent (430,441)$

Net Paid Developer Fee (430,441)$ (3,119)$

Attachment D

The Grand - Restructuring Bronx County


Potential Gross Income HFA Standards:

Total Annual Rental Income 2.0% $1,992,096 2,031,938 2,072,577 2,114,028 2,156,309 2,199,435 2,243,424 2,288,292 2,334,058 2,380,739 2,428,354 2,476,921 2,526,459 2,576,989 2,628,528 Community 2.0% $16,681 17,015 17,355 17,702 18,056 18,417 18,786 19,161 19,544 19,935 20,334 20,741 21,156 21,579 22,010 Laundry 2.0% $16,560 16,891 17,229 17,574 17,925 18,284 18,649 19,022 19,403 19,791 20,187 20,590 21,002 21,422 21,851

Total Potential Gross Income: $2,025,337 2,065,844 2,107,161 2,149,304 2,192,290 2,236,136 2,280,858 2,326,476 2,373,005 2,420,465 2,468,875 2,518,252 2,568,617 2,619,989 2,672,389

Vacancy Allowance

Total Annual Rental Income 5.0% (99,605) (101,597) (103,629) (105,701) (107,815) (109,972) (112,171) (114,415) (116,703) (119,037) (121,418) (123,846) (126,323) (128,849) (131,426) Community 10.0% (1,668) (1,701) (1,735) (1,770) (1,806) (1,842) (1,879) (1,916) (1,954) (1,994) (2,033) (2,074) (2,116) (2,158) (2,201) Laundry 10.0% (1,656) (1,689) (1,723) (1,757) (1,793) (1,828) (1,865) (1,902) (1,940) (1,979) (2,019) (2,059) (2,100) (2,142) (2,185)

Total Vacancy Allowance: (102,929) (104,987) (107,087) (109,229) (111,414) (113,642) (115,915) (118,233) (120,598) (123,010) (125,470) (127,979) (130,539) (133,150) (135,812)

Effective Gross Income

Total Annual Rental Income $1,892,491 $1,930,341 $1,968,948 $2,008,327 $2,048,493 $2,089,463 $2,131,252 $2,173,878 $2,217,355 $2,261,702 $2,306,936 $2,353,075 $2,400,136 $2,448,139 $2,497,102Community $15,013 $15,313 $15,619 $15,932 $16,250 $16,575 $16,907 $17,245 $17,590 $17,942 $18,301 $18,667 $19,040 $19,421 $19,809Laundry $14,904 $15,202 $15,506 $15,816 $16,133 $16,455 $16,784 $17,120 $17,462 $17,812 $18,168 $18,531 $18,902 $19,280 $19,666

Effective Gross Income: $1,922,408 $1,960,856 $2,000,073 $2,040,075 $2,080,876 $2,122,494 $2,164,944 $2,208,243 $2,252,407 $2,297,456 $2,343,405 $2,390,273 $2,438,078 $2,486,840 $2,536,577

Maintenance & Operating ExpensesTotal Administrative 3.0% $183,185 188,681 194,341 200,171 206,176 212,362 218,732 225,294 232,053 239,015 246,185 253,571 261,178 269,013 277,084

Total Management Fee 2.0% $113,551 115,822 118,138 120,501 122,911 125,369 127,877 130,434 133,043 135,704 138,418 141,186 144,010 146,890 149,828

Total Utilities 3.0% $308,880 318,146 327,691 337,522 347,647 358,077 368,819 379,883 391,280 403,018 415,109 427,562 440,389 453,601 467,209

Total Repairs and Maintenance 3.0% $212,133 218,497 225,052 231,803 238,758 245,920 253,298 260,897 268,724 276,785 285,089 293,642 302,451 311,524 320,870

Total Fixed Expenses 3.0% $185,380 190,941 196,670 202,570 208,647 214,906 221,353 227,994 234,834 241,879 249,135 256,609 264,308 272,237 280,404

Total Operating Expenses: $1,003,129 1,032,087 1,061,892 1,092,567 $1,124,139 $1,156,634 $1,190,080 $1,224,503 $1,259,934 $1,296,401 $1,333,936 $1,372,570 $1,412,336 $1,453,266 $1,495,395

Reserves

Replacement Reserves 0.0% (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$ (34,500)$

Total Reserves: (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500) (34,500)

Total Expenses & Reserves: (1,037,629)$ (1,066,587)$ (1,096,392)$ (1,127,067)$ (1,158,639)$ (1,191,134)$ (1,224,580)$ (1,259,003)$ (1,294,434)$ (1,330,901)$ (1,368,436)$ (1,407,070)$ (1,446,836)$ (1,487,766)$ (1,529,895)$

Net Operating Income: 884,779$ 894,269$ 903,682$ 913,008$ 922,237$ 931,360$ 940,364$ 949,239$ 957,974$ 966,554$ 974,968$ 983,202$ 991,243$ 999,074$ 1,006,682$

First Mortgage Debt Service (Original Bond Amount) Interest Rate

Principal + Interest 4.50% (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067) (528,067)




First Mortgage Debt Service (Additional Bond Amount) Interest Rate

Principal + Interest 3.90% (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651) (155,651)




HCR Subsidy Debt Service Interest Rate

HCR Subsidy Loan1 HCR Subsidy: SHOP 0.00% - - - - - - - - - - - - - - - HCR Subsidy Loan2 HCR Subsidy: MIHP 0.00% - - - - - - - - - - - - - - - HCR Subsidy Loan3 HCR Subsidy: 100% Affordable Program0.00% - - - - - - - - - - - - - - - HCR Subsidy Loan4 [HCR Subsidy Type] 0.50% - - - - - - - - - - - - - - - Total Debt Service (768,534) (767,071) (765,544) (763,949) (762,283) (760,544) (758,728) (756,830) (754,849) (752,780) (750,619) (748,362) (746,005) (743,543) (740,972)

Net Cash Flow for Distribution 116,246 127,198 138,137 149,059 159,954 170,815 181,637 192,409 203,124 213,774 224,349 234,841 245,238 255,531 265,710

CREA Management Fee 3% 8,004 8,244 8,491 8,746 9,009 9,279 9,557 9,844 10,139 10,443 10,757 11,079 11,412 11,754 12,107

Net Cash Flow 108,242 118,954 129,646 140,312 150,945 161,537 172,079 182,565 192,985 203,331 213,593 223,761 233,826 243,777 253,604

Deferred Developer Fee 108,242 118,954 129,646 140,312 150,945 161,537 172,079 182,565 192,985 203,331 213,593 223,761 233,826 243,777 253,604

Cumulative Cash Flow 108,242 227,195 356,841 497,153 648,099 809,635 981,715 1,164,280 1,357,265 1,560,596 1,774,188 1,997,949 2,231,776 2,475,553 2,729,156

SONYMA Income to Expense Ratio (Min. 1.05) 1.06 1.07 1.07 1.08 1.08 1.09 1.09 1.10 1.10 1.10 1.11 1.11 1.11 1.11 1.12


1/19/2021 6:47 PM 1 of 1 Copy of The Grand - Restructuring ($5210000) (nopaidfee Yes TCO yes hard payment 11-1-2022)-1-20-2021 (Waviehardpayment) (002)




July 6, 2017

FROM: Leora Jontef TO: HFA Members

Vice President

Multifamily Finance

SUBJECT: Resolutions Authorizing the Financing for The Grand Apartments, Bronx County.

Project Summary

This investment will fund the new construction of three (3) multifamily rental buildings totaling

138 units, to be located at three separate locations: 220 East 178th Street (“Grand 1”), 225 East

179th Street (“Grand 2”) and 2189-2195 Morris Avenue (“Grand 3”) in the Mt. Hope and

University Heights neighborhood of the Bronx.

Of the total units, forty-one (41) revenue generating units will be set-aside for homeless adults

with serious mental health problems needs under the Empire State Supportive Housing Initiative

program (“ESSHI Supportive Housing Units”). These units will be used as permanent supportive

housing with rental subsidies and support services funding, through a contract with the New York

State Office of Mental Health (“NYSOMH”). Eight (8) revenue generating units will receive

Project Based Section 8 rental assistance vouchers through an allocation from HPD. These units

will be set aside for households with incomes at or below 30% of AMI. Seven (7) revenue

generating units will be set aside for households with income at or below 40% of Area Median

Income (“AMI”) adjusted for family size for the New York, NY HUD Metro FMR Area. Seven

(7) revenue generating units will be set aside for households with income at or below 50% of AMI.

Fifty-eight (58) revenue generating units will be set aside for households with income at or below

60% of AMI. Fourteen (14) revenue generating units will be set aside for households with

income at or below 130% of the AMI. Two (2) two-bedroom units will be allocated for

superintendent units and one (1) two-bedroom units will be allocated for a full-time porter.

The Project meets the Agency’s goals of addressing local housing needs and supporting vulnerable

populations including formerly homeless families.

Project Location: 220 East 178th Street, City of New York, Bronx County

225 East 179th Street, City of New York, Bronx County

2189-2195 Morris Avenue, City of New York, Bronx County


- 2 -

Total Units: 138

Unit Distribution:

Size

# of Units

Household Income

# of Units

Studio

56

30% AMI

8

1 Bedroom

28

40% AMI

7

2 Bedroom

37

50% AMI

7

3 Bedroom

17

60% AMI

99

130% AMI

14

Employee Units 3

Total

138

Total

138


$35,500,000 maximum fixed-rate, tax-exempt bonds and mortgage loan ($257,246 per

unit).

$19,640,000 estimated maximum HFA Supportive Housing Opportunity Program funds

(“SHOP”) ($142,318 per unit) ($479,024 per supportive unit).

$1,960,000 estimated maximum HFA Middle Income Housing Program funds (“MIHP”)

($14,203 per unit) ($140,000 per middle income unit).

Anticipated amount of fixed-rate, tax-exempt bonds to be issued is $32,400,000 ($234,783

per unit).

$1,992,403 estimated annual allocation of 4% Low Income Housing Tax Credits

(“LIHTC”) ($14,437 per unit).

Agency Priorities:








Energy Efficiency Standard & Features: New York State Energy Research & Development Authority (“NYSERDA”) Incentive

Programs

U.S. Environmental Protection Agency (“EPA”) ENERGY STAR Programs


- 3 -


Passive House Institute US (“PHIUS”) or Passive House Institute (“PHI”)


Leadership in Energy and Environmental Design (“LEED”)




HCR Subsidy Programs (amount approximate)

HFA Supportive Housing Opportunity Program funds (“SHOP”):$19,460,000 ($142,318 per

unit) ($479,024 per supportive unit).

HFA Middle Income Housing Program funds (“MIHP”): $1,960,000 ($14,203 per unit)

($140,000 per middle income unit).


City of New York Housing, Preservation

and Development ELLA Funds Subordinate

Loan (“HPD ELLA”): $ 8,344,714 ($60,469 per unit)

New York City Council Reso A: $ 500,000 ($3,623 per unit)

Bronx Borough President Office Loan: $ 500,000 ($3,623 per unit)

New York State Office of Mental Health (“NYSOMH”) Empire State Supportive Housing

Initiative (“ESSHI”) will provide rental subsidy and supportive housing services for tenants of

forty-one (41) EESHI Supportive Housing Units

HUD Project-Based Section 8 vouchers for eight (8) units, to be administered by HPD.

The Project will benefit from a 420-c tax abatement.

Financial Partners

Investor Limited Partner: City Real Estate Advisors (“CREA”)

LIHTC at $1.04

Mortgage Credit Enhancer: Construction – TD Bank

Permanent – SONYMA MIF

Project Team

Borrower: The Grand LLC

Sponsor: Thorobird Companies, LLC (“Thorobird”), the firm’s principals are

Thomas Campbell, Mark Reed and John Bonhomme

General Contractor: M. Melnick & Co., Inc.

Management Company: The Wavecrest Management Team, LTD (“Wavecrest”)

Architect: GF55 Partners (“GF55”)


- 4 -

Project will be organized under the nominee agreement legal structure and will be controlled by

Thorobird. The Fee Owner, Grand Apts HDFC, will be controlled by the nonprofit sole member,

Settlement Housing Fund, Inc. The beneficial owner, The Grand LLC, will be owned 99.99% by

the investor member to be formed by CREA and .01% by Managing Member, Concourse Grand

LLC. The Managing Member will be owned by 50% by Grand Apt HDFC and 50% by the

development entity (220 E178 LLC) which will be controlled by Thorobird. 220 E178 LLC will

be owned 96% by principals of Thorobird and 4% by Wilson Invest co, LLC, a non-controlling

equity investor.

Project Description

The Project consists of three (3) twelve-story new construction rental buildings totaling 138 units

to be located in the Mt. Hope and University Heights neighborhood of the Bronx, located at 220

East 178th Street (“Grand I”), 225 East 179th Street (“Grand 2”), and 2189-2195 Morris Avenue

(“Grand 3”).

Of the total units, forty-one (41) revenue generating units will be set-aside for homeless adults

with serious mental health problems needs under the Empire State Supportive Housing Initiative

program (“ESSHI Supportive Housing Units”). These units will be used as permanent supportive

housing with rental subsidies and support services funding, through a contract with the New York

State Office of Mental Health (“NYSOMH”). Eight (8) revenue generating units will receive

Project Based Section 8 rental assistance vouchers through an allocation from HPD. These units

will be set aside for households with incomes at or below 30% of AMI. Seven (7) revenue

generating units will be set aside for households with income at or below 40% of Area Median

Income (“AMI”) adjusted for family size for the New York, NY HUD Metro FMR Area. Seven

(7) revenue generating units will be set aside for households with income at or below 50% of AMI.

Fifty-eight (58) revenue generating units will be set aside for households with income at or below

60% of AMI. Fourteen (14) revenue generating units will be set aside for households with

income at or below 130% of the AMI. Two (2) two bedroom units will be allocated for

superintendents and one (1) two-bedroom units will be allocated for a full-time porter.

The Project is a short distance from the MTA New York City Transit station and several MTA

New York City Transit Bus System routes. Also within a short distance of the Project sites are

retail shops, educational and healthcare facilities and government offices.

The Project has been designed in accordance with green building guidelines and will be part of the

Enterprise Green Communities Program, which will incorporate energy conscious aspects of the

buildings including material and Energy Star environmental efficient appliances throughout the

Project.

The Borrower purchased the three development sites from unrelated parties in June 2016. The

appraisal commissioned by TD Bank substantiated the purchase price.

It is anticipated that the Project’s residents in the supportive housing units will be eligible for

Supplemental Security Income (“SSI”). The Project has been awarded rental subsides and

operating funds by ESSHI. The Association for Rehabilitative Case Management and Housing,

Inc. (“ACMH”) will provide supportive services through a contract with the NYSOMH.


- 5 -

Grand 1 (220 East 178th Street)

The building will consist of a total of fifty-one (51) revenue generating units comprised of twenty-

four (24) studio units, sixteen (16) one-bedroom units and eleven (11) two-bedroom units. Of

these units, forty-six (46) revenue-generating units are expected to be set aside for households with

income at or below 60% of the AMI. The remaining five (5) revenue generating units will be set

aside for households with income at or below 130% of the AMI. One (1) two-bedroom unit will

be set aside for a superintendent unit.

It is anticipated that fifteen (15) studio units in this building will be Supportive Housing Units.

Four (4) units are expected to receive Project Based Section 8 rental assistance vouchers through

an allocation from HPD. Amenities include a landscaped rooftop, recreational rooms, bike storage

and laundry rooms. The building will also include provide approximately 831 square feet of

community facility space on the first floor, accessed through a separate street entrance. ACMH

will lease this space which will be used as an office for the supportive housing staff and location

for small group meetings of supportive housing tenants.

Grand 2 (225 East 179th Street)

The building will consist of thirty-six (36) revenue generating units comprised of sixteen (16)

studio units, nine (9) one-bedroom units and eleven (11) two-bedroom units. Of these units, thirty-

two (32) revenue-generating units are expected to be set aside for households with income at or

below 60% of the AMI. Four (4) revenue-generating units will be set aside for households with

income at or below 130% of the AMI. One (1) two-bedroom unit will be set aside for a full-time

porter.

It is anticipated that eleven (11) studio units in this building will be Supportive Housing Units.

Amenities include a landscaped rooftop, recreational rooms, bike storage and laundry rooms.

Grand 3 (2189-2195 Morris Avenue)

The building will consist of a total of forty-eight (48) revenue generating units comprised of

sixteen (16) studio units, three (3) one-bedroom units, twelve (12) two-bedroom units and

seventeen (17) three-bedroom units. Of these units, forty-three (43) revenue-generating units are

expected to be set aside for households with income at or below 60% of the AMI. Five (5) revenue-

generating units will be set aside for households with income at or below 130% of the AMI. One

(1) two-bedroom unit will be set aside for a superintendent unit.

It is anticipated that fifteen (15) studio units will be Supportive Housing Units. Four (4) units are

expected to receive Project Based Section 8 rental assistance vouchers through an allocation from

HPD. Amenities include a landscaped rooftop, recreational rooms, bike storage and laundry rooms

in the basement.


The Sponsor is Thorobird Companies LLC (“Thorobird”). Thorobird, established in 2009, is a

New York based real estate development and ownership company. The company has developed


- 6 -

and/or consulted on two completed projects with a total 126 units. The Principals of Thorobird

are Thomas Campbell, Mark Reed and John Bonhomme.

ACMH, Inc. (formerly The Association for Rehabilitative Case Management and Housing) is a

501(c)(3) not-for-profit corporation founded in 1973. ACMH's mission is to promote the wellness

and recovery of persons with mental illness living in New York City. Led by CEO Daniel K.

Johansson, ACMH provides care coordination, supportive housing and rehabilitation to adults with

serious mental illness, and promotes access to treatment, housing, employment, and other supports

and services according to an individualized plan that addresses a client's strengths, needs, goals,

and choices. ACMH currently serves approximately 530 individuals.

Wavecrest, or another firm acceptable to the Agency will serve as the property manager for the

Project. Wavecrest currently manages approximately 13,000 affordable housing units.

Financing

The requested $32,400,000 of bond financing represents approximately 51.5% of the Project’s

Total Development Costs (“TDC”) of $64,151,775 at construction, initially issued to meet the Fifty

Percent Test required under the Internal Revenue Code Section 42(h)(4)(B). At permanent

conversion, $7,900,000 of bonds are expected to remain outstanding on a permanent basis,

accounting for approximately 12.3% of TDC. The federal LIHTCs will generate equity proceeds

of $20,721,000, equal to approximately 32.3% of TDC, with the balance of TDC funded by HFA

Supportive Housing Program funds (“SHOP”), HFA Middle Income Housing Program funds

(“MIHP”), HPD ELLA funds, New York City Council Resolution A, Bronx Borough President’s

Office fund and Borrower equity in the form of a deferred developer fee of $2,325,581. The

Borrower’s aggregate equity exposure will equal at least 10% of TDC.

The bonds for this Project will be issued under the Affordable Housing Revenue Bonds Bond

Resolution and will be secured in accordance with the terms of the General Resolution.

Supplemental Security will be provided during both the construction and permanent periods. TD

Bank will provide a letter of credit as security for the construction loan and SONYMA MIF will

provide insurance on the permanent loan.


to the financing and all issues of potential concern identified were addressed and/or resolved. A

public hearing was held on May 9, 2017. No members of the public commented on the Project.

Environmental Review

The New York City Department of Housing Preservation & Development (“HPD”)

acting as lead agency, conducted a coordinated review for an “Unlisted” SEQRA action

for the Project, pursuant to the State Environmental Quality Review Act. HPD adopted

a Negative Declaration which concluded that the proposed action will not have a

significant effect on the environment. Staff recommends that Members concur with the

Negative Declaration adopted by HPD.

The New York State Office of Parks, Recreation and Historic Preservation (“NYS

OPRHP”) has issued a “No Adverse Impact” determination.


- 7 -

In addition to the requirements of 6 NYCRR Part 617, the Agency requires a Phase I

Environmental Site Assessment (“ESA”) Report. A Phase I ESA was prepared for all

three sites. Due to the presence of an abandoned underground storage tank at 220 E.

178th Street, a Remedial Action Plan was prepared to address the closure of the tank.

Following removal of the tank, a Remedial Closure Report (RCR), which certifies that

the remedial requirements have been achieved and will be submitted to the Agency and

the NYC Department of Environmental Protection. The Project has been reviewed by the Agency’s Smart Growth Advisory Committee

and the Committee has determined that the proposed Agency financing of the Project

complies with the State Smart Growth Public Infrastructure Policy Act.



that the Project meets the stated mission of the Agency and (i) the projected revenues and expenses

are reasonable, and (ii) given these projections, the Project will satisfy the underwriting criteria of

the Agency.

Therefore, staff recommends that the Members adopt the resolutions transmitted herewith

authorizing:

(i) the issuance of fixed- rate, tax-exempt bonds and the making of a first mortgage loan in a

maximum amount of $35,500,000;

(ii) the making of an Supportive Housing Opportunity Program funds in the estimated amount

of $19,640,000 (excluding accrued construction period accrued interest);

(iii) the making of an Middle Income Housing Program funds in the estimated amount of

$1,960,000 (excluding accrued construction period accrued interest) and;

(iv) the allocation of 4% “as of right” LIHTCs in the approximate annual amount of

$1,992,403 for a 10-year period.

Attachments

Attachment A: Schedule of unit types, shareholder maintenance and affordability.

Attachment B: Map indicating the location of the Project sites and Rendering.



Omnibus Resolution


Attachment B

Attachment C

New York State Housing Finance Agency

Sources & Uses

The Grand ApartmentsNew York City 4.750%

Amount Amount Per Unit

Percent of Total

Development Cost

Sources of Funds - Construction

First Mortgage (Long Term Bonds) $7,900,000 $57,246 12.3%

Construction Loan (Short Term Bonds) $24,500,000 $177,536 38.2%

Federal Low Income Tax Credits $2,066,700 $14,976 3.2%

HFA Supportive Housing Opportuity Program $10,094,881 $73,151 15.7%

HFA Supportive Housing Opportuity Program Accrued Interest $22,298 $162 0.0%

HPD ELLA $8,344,714 $60,469 13.0%

HPD ELLA Accured Interest $1,540,770 $11,165 2.4%

New York City Council Reso A $500,000 $3,623 0.8%

New York City Council Reso A Accured Interest $17,188 $125 0.0%

Bronx Borough President Office Funds $500,000 $3,623 0.8%

Bronx Borough President Office Funds Accrued Interest $17,188 $125 0.0%

Deferred Operating & Debt Service Reserves $663,017 $4,804 1.0%

Deferred Developer's Fee $7,985,000 $57,862 12.4%

Total Sources of Funds - Construction $64,151,755 $464,868 100.0%

Sources of Funds - Permanent

First Mortgage (Long Term Bonds) $7,900,000 $57,246 12.3%

Federal Low Income Tax Credits $20,721,000 $150,152 32.3%

HFA Supportive Housing Opportuity Program $19,640,000 $142,319 30.6%

HFA Supportive Housing Opportuity Program Accrued Interest $22,298 $162 0.0%

HFA Middle Income Program Subsidy Loan $1,960,000 $14,203 3.1%

HPD ELLA $8,344,714 $60,469 13.0%

HPD ELLA Accured Interest $1,540,770 $11,165 2.4%

New York City Council Reso A $500,000 $3,623 0.8%

New York City Council Reso A Accured Interest $17,188 $125 0.0%

Bronx Borough President Office Funds $500,000 $3,623 0.8%

Bronx Borough President Office Funds Accrued Interest $17,188 $125 0.0%

Deferred Operating & Debt Service Reserves $663,017 $4,804 1.0%

Deferred Developer Fee 2,325,581 $16,852 3.6%

Total Sources $64,151,755 $464,868 100.0%

Uses of Funds

Land and Other Acquisition Costs $4,600,000 $33,333 7.2%

Other Acquisition Costs $852,776 $6,180 1.3%

Hard Construction Costs $39,367,455 $285,271 61.4%

Soft Costs $10,683,507 $77,417 16.7%

Reserves and Escrows $663,017 $4,804 1.0%

Developer Fee $7,985,000 $57,862 12.4%

Total Uses $64,151,755 $464,868 100.0%

Total Developer Fee $7,985,000

Deferred Developer Fee 2,325,581

Paid Developer Fee $5,659,419

Less: Operating Reserve & Debt Service Reserves $663,017

Net Paid Developer Fee $4,996,402

6/28/2017 11:53 AM 1 of 1 6-15-17

15












The Grand Apartments project in the Bronx, Bronx County.

22037359.2





KNOWN AS THE GRAND APARTMENTS

WHEREAS, the New York State Housing Finance Agency (“Agency”) issued bonds on

September 28, 2017 to finance a portion of the cost of the acquisition, construction or

rehabilitation of the project known as The Grand Apartments (“Project”); and

WHEREAS, the Agency has received an application to finance an additional portion of

the Project; and

WHEREAS, the Agency is authorized and empowered, pursuant to the New York

Private Housing Finance Law, Sections 40-62 (“Act”) and particularly Section 44.29-a (“Section

44.29-a”) thereof, to make and contract for the making of loans for the acquisition, construction

or rehabilitation of housing developments for the purpose of providing residential units for

occupancy by persons and families for whom the ordinary operations of private enterprise cannot

provide an adequate supply of safe, sanitary and affordable housing accommodations or for

residential units in designated blighted areas; and

WHEREAS, there has been submitted to the Members a proposed plan of financing for

the issuance of additional bonds to finance the Project; and



WHEREAS, simultaneously herewith the Agency will supplement the General

Resolution by adopting an Affordable Housing Revenue Bonds, 2021 Series __ Resolution

(“2021 Series __ Resolution”) authorizing the issuance and sale of a principal amount not

exceeding $7,135,000 of tax-exempt and/or taxable Affordable Housing Revenue Bonds (the

“2021 Series__ Bonds”), the proceeds of which may be used to fund all or a portion of an

additional mortgage loan or an increase to the existing mortgage loan (“Additional Mortgage

Loan”) for the Project;


A. The Bonds.

Section 1. Authority is hereby granted to the President and/or Chief Executive Officer or

a Senior Officer to sell, award, and issue the 2021 Series __ Bonds in a principal amount not

exceeding Seven Million One Hundred Thirty-Five Thousand Dollars ($7,135,000), at such

times and at such reasonable prices and interest rates as negotiated with the purchasers or

placement agents, provided, however, that the aggregate principal amount of any 2021 Series __

Bonds issued to fund the Additional Mortgage Loan for the Project will not exceed $7,135,000.

22037359.2


authorized to determine whether 2021 Series __ Bonds are to be sold on a private placement

basis or pursuant to a negotiated sale and to select the placement agents or underwriters for such

bonds.



investment agreements relating to the 2021 Series__ Bonds with a qualified entity, under such




finalize, approve and execute any documents, including the 2021 Series Resolution, reasonably




issuance of other bonds authorized by other series resolutions, provided that the aggregate



B. The Additional Mortgage Loan.


hereby authorizes the making of the Additional Mortgage Loan in an amount not to exceed

Seven Million One Hundred Thirty-Five Thousand Dollars ($7,135,000), to finance additional

costs of the Project. The Additional Mortgage Loan may be funded by portions of the proceeds

of the 2021 Series__ Bonds (the “Bonds”) or by other monies available to the Agency funds for

such purpose.

Section 2. The President and Chief Executive Officer or a Senior Officer are hereby

authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize,


resolution and the making of the Additional Mortgage Loan for the Project.



Part 617”) and that the requirements of 6 NYCRR Part 617 have been met: and (ii) consistent

with the social, economic and other essential considerations from among the reasonable

alternatives available, the action is one which avoids or minimizes adverse environmental

impacts to the maximum extent practicable, and (iii) adverse environmental impacts will be

avoided or minimized to the maximum extent practicable by incorporating, as conditions to the

decision, those mitigative measures which were identified as practicable; and (B) concurs with

the Negative Declaration issued by the New York City Department of Housing Preservation and

Development (HPD), acting as lead SEQRA agency.

22037359.2

Section 4. The obligation of the Agency to make the Additional Mortgage Loan shall be

conditioned upon: (a) the approval of the Public Authorities Control Board, (b) the Agency’s

obtaining sufficient funds from the proceeds of the sale of Bonds with which to make the

Additional Mortgage Loan, (c) the Agency being satisfied with the institution to which the

construction loan is to be assigned; (d) a background check of the owner of the Project which is

acceptable to the President and Chief Executive Officer and/or a Senior Officer of the Agency,

and (e) satisfaction of the terms and conditions of a commitment of the Agency to make the

Additional Mortgage Loan.


Section 44.29-a thereof are met in the issuance of the Bonds and the financing of the Additional

Mortgage Loan including, without limitation, that a portion of the Project is to be occupied by

persons or families of low or moderate income as required by the Act and that the Agency will

impose by contract with the Project owner additional requirements, consistent with the economic

feasibility of the Project, which maximize the affordability, period of occupancy and number of

units for such low and moderate income tenants and accomplish the public purposes of the Act.

C. Effectiveness.


ITEM REQUIRING MORTGAGE INSURANCE COMMITTEE, HFA FINANCE

AND PROGRAM COMMITTEE ACTION AND HFA MEMBER ACTION:

ITEM 5(a):



MEMORANDUM

February 4, 2021


SUBJECT: Approval of Permanent Mortgage Insurance for Auburn Heights: 133 Austin

Drive and Northbrook Court: 169 Murray Street, Auburn, Cayuga County;

Certificate # 3-221

Executive Summary



Project Description: Rehabilitation of 100 units.

Public Purpose: The Project will preserve low income housing for seniors and

families.

Income Restrictions/ 99 units are subsidized under two project-based Section 8 HAP

Affordability: contracts which restrict household incomes to 50% of AMI or less.

One unit is market. Rents will be regulated by HCR through a

regulatory agreement and by HUD through the Section 8 HAP

Contracts. See page three of the Project Summary for the schedule of

initial rents.

Subsidy: $3,600,000 HCR Multifamily Preservation Program loan


30-year PILOT agreement with the City of Auburn.

Project Ownership: The beneficial owner is Auburn and Northbrook Apartments, LLC,

whose managing member is Lakewood Development II, LLC.

Auburn ad Northbrook Housing Development Fund Company, Inc.

is the legal owner and a fund controlled by Raymond James Tax

Credit Funds, Inc. is the investor member.

Project Information

Project Background: The Project involves the $2,697,651 acquisition and refinance of two

adjacent developments, Auburn Heights and Northbrook Court, and


February 4, 2021 (10:34AM) 2

their rehabilitation and consolidation into one project through an

identity-of-interest transaction.

Auburn Heights is a 50-unit family townhouse complex built in

1977. Northbrook Court is a two-story 50-unit building for seniors

built in 1978.

Each project has a project-based Section 8 HAP Contract which will

be renewed as part of the proposed financing format. (See Special

Conditions.)

Neighborhood(s): The Project is located on adjacent parcels in the northeast section of

Auburn. (See Location Map-Exhibit D.) The neighborhood is

primarily residential, improved with single-family homes, and an

assisted living facility.

Retail stores, restaurants and other local services can be found along

Route 5, around ½ mile east of the Project. There is a City bus stop

1 block south of the Project with service into downtown Auburn.

Description of Rehabilitation

Rehabilitation: Installation of new windows; vinyl siding; heating systems; ADA

unit modifications; partial pavement replacements; new doors and

other work-related items.


Hard Cost



Environmental Report: Phase I Environmental Site Assessment reports were prepared by

Asbestos & Environmental Consulting Corp in February 2020. No

recognized environmental hazards were found.


February 4, 2021 (10:34AM) 3


Rent Schedule:

Unit Type

# Units

SF

Monthly Rent

One-bedroom 50 650 $592

One-bedroom 5 690 $750

Two-bedroom 35 900 $830

Three-bedroom 9 1,172 $1,000

Three-bedroom 1 1,172 $695 Market

Total 100

The superintendent’s unit was converted to a market rental several years ago and is not covered

under the HAP contract. Tenants pay for electric only on 90 of the units, all utilities on the 10 3-BR

units and, except for the market unit, receive a utility allowance to cover the cost. Rents shown are

net of this utility allowance.

Other Income: $9,600 from laundry income.


Insured Loan


Borrower


$518,902 cash flow from operations

$194,772 from existing reserves

$745,274 from a deferred developer fee

Percent of Total

Project Costs: 41%


Underwriting

Loan to Value Ratio: 57%



NOI/DS: 1.15:1


February 4, 2021 (10:34AM) 4


______________________________________________________________________________

Appraisal Summary







Developer History: Lakewood Development II, LLC

Management Experience: The Project will continue to be managed by Two Plus Four

Companies.

SONYMA Commitments

and/or PIFs: Cert. # 3-219; Island Hollow II; 7800 Lumar Dr., Cicero; $4,570,000, HFA, 100%; committed 7/20

Cert. # 3-207; Auburn West Middle School, Auburn; $5,070,000, 100%, HFA; PIF 2/19

Cert. # 3-174; Plank Road Senior Apartments, North

Syracuse; $667,969, 100%, CPC; PIF 4/12

Risk Analysis


development cost of $124,692 per unit. ● The Project has satisfactory loan to value and liability to value ratios of 58% and a

satisfactory income to expense ratio (1.05:1) and debt-service coverage ratio (1.15:1).

● The Project will break even with a 9% vacancy and collection loss or a 7% increase in operating expenses.

Special Conditions: Mortgage insurance is expected to become effective at permanent

loan closing subject to the following:


February 4, 2021 (10:34AM) 5

● SONYMA required rent achievement level of $830,523 (@ 1.05:1).

● 30-year PILOT agreement with the City of Auburn.

● Extension of the Project-Based Section 8 HAP Contracts covering 99 units for 20

years.

Conclusion: It is recommended that the Mortgage Insurance Committee approve issuance of a Commitment to Insure covering 100% mortgage insurance for the Project on a loan amount of $3,665,000.

_____________________________________________________________________________

Attachments

Exhibit A Sources and Uses of Loan Proceeds Exhibit B Income and Expense Analysis Exhibit C Maintenance and Operating Expenses Exhibit D Location Map(s) Exhibit E Project Photo(s)

Exhibit A

Auburn & Northbrook Apts.-133Austin Drive & 167 Murray St.

Auburn, Cayuga County

Certificate # 3-221


Sources of Funds


HCR Multifamily Preservation Program Loan $3,600,000 0.5% interest, $1,500/mo. payments

MPP Accrued Interest $120,717


Cash Flow From Operations $518,902

Existing Reserves $194,772

Deerred Developer Fee $745,274


Uses of Funds

Per SF. Per Unit

Total Cost (81,573) (100)


Hard Costs $6,684,187 $82 $66,842

Soft Costs $1,686,704 $21 $16,867

Reserves and Escrows $298,767 $4 $2,988

Developer Fee $1,101,853 $14 $11,019

Total Uses $12,469,162 $140 $124,692




10:35 AM Prepared by SONYMA Mortgage Insurance Fund 2/4/2021 GBS

Exhibit B



Certificate # 3-221


Mortgagee's

Projection

2022


Residential Income $865,140

Laundry $9,600

Total Gross Potential Income $874,740



Laundry (10%) ($960)


Effective Gross Income (EGI) $830,523

Less: M & O ($557,481)


Less: Debt Service

1st Mortgage, HFA @ 4.00% ($218,477)

HCR MPP Loan ($18,000)


Cash Flow $36,565

Total Operating Expenses (TOE) ($793,958)

EGI/TOE 1.05

NOI/DS 1.15


Exhibit C



Certificate # 3-221


Underwriting


2022 405 100

Real Estate Taxes $142,000 $351 $1,420

Water & Sewer $28,500 $70 $285

Insurance $60,500 $149 $605


Electric (heat & common electric)1

$40,500 $100 $405

Management $49,831 $123 $498

Payroll $111,000 $274 $1,110

Landscaping, Trash & Snow Removal $29,200 $72 $292


Elevator (1) $3,500 $9 $35



Total Expenses $557,481 $1,376 $5,575

1 The Project provides heat and hot water for the 50 Northbrook units and 40 of the Auburn units.

Tenants in the 10 3-BR Auburn units pay for all utilities.


EXHIBIT D AUBURN HEIGHTS – 133 AUBURN DRIVE

NORTHBROOK COURT – 169 MURRAY STREET AUBURN, CAYUGA COUNTY

CERTIFICATE # 3-221 PROJECT LOCATION

EXHIBIT DSCHEDULE OF POLICIES IN FORCE/COMMITMENTS

LAKEWOOD DEVELOPMENTSusan Kimmel and Peter Wilson

Cert. # Project Name Project Address Town/City Loan Amount Lender Committed/PIF3-221 Auburn & Northbrook 133 Austin & 169 Murray Sts.Auburn $3,665,000 HFA Pending3-219 Island Hollow II 7800 Lumar Dr. Cicero $4,570,000 HFA Committed 7/203-207 Auburn West Middle School 217 Genesse St. Auburn $4,570,000 HFA PIF 2/193-174 Plank Road Senior Apts 104 Singleton Ave. N. Syracuse $667,969 CPC PIF 4/12

Totals $13,472,969

EXHIBIT E AUBURN HEIGHTS – 133 AUBURN DRIVE

NORTHBROOK COURT – 169 MURRAY STREET AUBURN, CAYUGA COUNTY

CERTIFICATE # 3-221 PROJECT PHOTO

Auburn Heights

Northbrook Court

A RESOLUTION OF THE



APPROVING MORTGAGE INSURANCE AND A

COMMITMENT FOR THE PROVISION THEREOF FOR

AUBURN HEIGHTS, 133 AUSTIN DRIVE AND NORTHBROOK COURT, 169

MURRAY STREET, AUBURN, CAYUGA COUNTY




thereunder; and


and







Insurance Committee hereby authorizes the issuance of a Commitment for 100%


permanent loan in the approximate amount of $3,665,000 for Auburn Heights, 133

Austin Drive and Northbrook Court, 169 Murray Street, Auburn, Cayuga County,

Certificate #3-221, to be financed by the issuance of tax-exempt bonds.

Section 2. The President and Chief Executive Officer, or another Senior Officer

of the Agency designated by her, is hereby authorized, subject to the provisions of this

resolution and her approval of the form and content of any documents and agreements

necessary to effectuate this transaction, to execute a Commitment for the Project on

behalf of the Agency.


ITEM 5(b):




February 4, 2021




SUBJECT: Resolutions Authorizing the Financing for Auburn Northbrook, Cayuga County, NY 13126

Project Summary

The Project will use the Agency’s investment to finance the acquisition and rehabilitation of two HUD

Project-based Section 8 apartment complexes on adjacent parcels in the City of Auburn, Cayuga County,

New York. Auburn Heights and Northbrook Court are located on contiguous parcels with approximately

77,500 square feet of combined residential space. The project comprises 100 revenue-generating units,

ninety-nine (99) units receiving rental assistance through Section 8 Project-based vouchers (“PBV”)

issued by the City of Auburn and one (1) outstanding market rate unit. The total project will be renovated

to maintain affordable units set aside for tenants who earn no more than 60% of the Area Median Income

(“AMI”) adjusted for family size, for Auburn, NY Metropolitan Statistical Area within Cayuga County.

Auburn Heights comprises 50 Units, within a seven-building complex and Northbrook Court comprises

50 units within a two-story apartment building operating as an age (62+) restricted complex. There will be

no resident manager residing in the project, and the project has an emergency action plan. Both Auburn

Heights and Northbrook Court are supported by HAP contracts.

Lakewood Development II, LLC (Lakewood) will sponsor this project as the sole member of Auburn and

Northbrook Apartments, LLC, "the borrower".

The Project advances several Agency goals of addressing specific local housing needs and preserving

housing for low income families and individuals

Project Location: 133 Austin Drive & 169 Murray Street, City of Auburn, Cayuga County, NY 13126

Total Units: 100

Unit Distribution:

Size #of Units Income #of Units Rental Subsidy

1BR 55 (5 non-age restricted

and 50 age restricted) 60% 99 PBV

2BR 35 100% 1

3BR 10 Total 100

Total 100

- 2 -


• $6,638,500 maximum fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds and

mortgage loan ($66,385 per unit).

• $436,730 estimated annual allocation of 4% “as of right” Low Income Housing Tax Credits

(“LIHTC”) ($4,367 per unit).


Agency Priorities:

















Key Features:

• energy efficient HVAC

• Foam sheathing insulation

• Restoration/Salvaged material reuse

• All light fixtures converted to LED

• Energy Star appliances

• Low flow shower heads, faucets, and toilets

• Convert from electric heat to mini heat pumps



● Ninety-nine (99) units currently and will continue receiving rental subsidy through the HUD

Project Based Section 8 HAP agreement.

● Cashflow From Operations - $500,053 ($5,001 per unit)

● Existing Project Reserves - $194,772 ($1,948 per unit)

- 3 -

● The Project will benefit from a PILOT with the City of Auburn for a period of thirty (30) years

after construction completion.

Financial Partners

Investor Limited Partner: Raymond James Tax Credit Funds Inc.

• LIHTC at $0.83

Mortgage Credit Enhancer: Construction – JPMorgan Chase Bank, N.A.

Permanent – State of New York Mortgage Agency (“SONYMA”)

Project Team

Borrower: Auburn and Northbrook Apartments, LLC

Developer: Lakewood Development II, LLC, principal is Susan Kimmel

General Contractor: Two Plus Four Construction Co. Inc., principal is Susan Kimmel

Management Company: Two Plus Four Management, principal is Susan Kimmel

Architect: Mark A. Caruso, Architect PLLC, principal is Mark Caruso

Project Description

The Project consists of the acquisition, rehabilitation, and preservation of two HUD Project-based Section

8 apartment complexes on adjacent parcels in the City of Auburn, Cayuga County, New York. Auburn

Heights and Northbrook Court make up eight buildings (seven townhouses and one common load

corridor building) containing 100 units of affordable residential housing. Auburn Heights comprises 50

Units, within a seven-building complex and Northbrook Court comprises 50 units within a two-story

apartment building operating as an age (62+) and income restricted complex. All the units within the

project, except one, will be set aside for households who earn no more than 60% AMI, adjusted for family

size, for Auburn, NY Metropolitan Statistical Area within Cayuga County. The rehabilitation process for

Auburn Northbrook will be managed by the developer/owner, Lakewood Development II, LLC.

(Lakewood) and carried out jointly by the managing agent, Two Plus Four Management, and the general

contractor, Two Plus Four Construction.

Auburn and Northbrook were both constructed in 1977/78 and the current conditions do not meet the

needs of existing tenants. The purpose of these preservation efforts is to extend the useful life of both

properties while also improving energy efficiency by 20-25% and reducing tenant costs.

Location

Auburn Heights is located at 507 Austin Drive on 6.87 acres of land and Northbrook Court is located at

169 Murray Street on 5 acres of land in the City of Auburn. The two properties are contiguous within a

mixed-use neighborhood of Auburn. The neighborhood is primarily comprised of single-family homes and

nearby residential complexes: Auburn Heights Apartments, Northbrook Court Apartments and Northbrook Heights Home Health, an assisted living facility. The location is within walking distance (0.2 miles) of two

Centro bus stops, routes AUB 3 and AUB 6, providing frequent transportation access to users. The site is

also within (1.3 miles) of the Auburn Community Hospital a Walmart Super Center, and within (1.0 mile)

of a shopping plaza featuring restaurants, an urgent care, and a pharmacy.

Building

Auburn Heights and Northbrook Courts consists of approximately 77,500 square feet of combined

residential space and approximately 83,570 of gross building square feet. Auburn Heights was

constructed in 1977 and consists of seven 2-story garden and townhouse style buildings with slab on

grade first floors and one detached office and maintenance building. The residential buildings contain five

- 4 -

1-bedroom units, thirty-five 2-bedroom units and ten 3-bedroom units. Northbrook Court was constructed

in 1978 and consists of one 2-story building with an office and community room. The residential building

contains fifty 1-bedroom units, two laundry rooms and a community room. Auburn Height’s tenants in

either one bedroom or two-bedroom units pay for electric only, tenants in the three-bedroom units pay for

both the electric and gas. The three-bedroom units also feature washer and dryer hookups. On-site parking

is off-street and will be available to residents only. The parking lot includes 66 spaces, 8 of which are

handicapped spaces. Northbrook Court requires tenants to pay for electricity only. On-site parking is off-

street and available for residents only. The parking lot includes 31 spaces, 2 of which are handicapped

spaces. There are no commercial spaces existing or planned for this project.

The scope of work for Auburn includes interior/exterior doors, new vinyl siding, masonry repointing,

heating systems, ADA unit modification, new bathrooms, new flooring, parking lot repaving, and new

sidewalks. The scope of work at Northbrook Court includes new siding, windows, heating systems, doors,

ADA unit modification sidewalk replacement and paving. To improve operating efficiencies by 20-25%

and reduce tenant costs, the project will incorporate energy efficiency renovation measures including:

foam sheathing, converting electric heat to mini heat pumps, enabling residents to have AC, and

upgrading LED light fixtures.

Acquisition

The seller of Auburn Heights is Auburn Heights Company, L.P., who has owned Auburn Heights since

the original construction in 1978. The purchase price is $1,250,000. The seller of Northbrook Courts is

Northbrook Courts Housing for the Elderly, L.P. who has owned Northbrook courts since the original

construction in 1978. The purchase price is $1,447,651. The total acquisition cost of $2,697,651, is

supported by the bank commissioned appraisal. Development Team Capacity

Developer

Lakewood Development II, LLC (Lakewood) will lead development on this project as the sole member of

Auburn and Northbrook Apartments, LLC, "the borrower". Lakewood has experience working with local,

private and public entities to create and preserve housing opportunities throughout New York State.

Lakewood Development II, LLC (Lakewood) was founded in 2013 by Susan Kimmel and Peter Wilson.

The firm is an integral subsidiary within the Two Plus Four family of companies. Headquartered in East

Syracuse, NY, Lakewood shares a common membership with Two Plus Four Construction and Two Plus

Four Management. Susan Kimmel is a 60% member of Lakewood, an 100% owner of Two Plus Four

Construction and a 91% owner of Two Plus Four Management. Together, Lakewood and Two Plus Four

have overseen and/or been a part of ownership structures for 12 new construction projects, totaling 596

units of quality affordable housing.

General Contractor

Two Plus Four Construction (NYS certified WBE) founded in East Syracuse New York, is the general

contractor responsible for the construction, subcontractor hiring, construction supervision, and all other

construction functions. They have provided a fixed, negotiated remodeling contract. Two Plus Four

Construction has extensive experience with new construction and preservation of multi-family affordable

housing projects, including successful Davis‐Bacon compliance reporting using the Elations system,

M/WBE utilization and other compliance reporting related to the use of federal funding. The firm has

successfully completed LIHTC housing developments throughout New York, including several 9% and

4% deals financed by New York State Homes and Community Renewal, among the most recent one is

Island Hollow II (to be completed in December 2021) in the City of Cicero.

Management Company

- 5 -

Two Plus Four Management was established in 1979 and is well known to HUD, USDA RD, and NYS

HCR. Two Plus Four Management will remain the managing agent for this project. Since inception, the

firm has managed more than 150 affordable housing properties. Currently, Two Plus Four manages 70

properties comprising 2,367 units under a variety of programs including: Section 8, LIHTC, SLIHC and

RD as well as market rate complexes.

Financing

The requested $6,638,500 of bond financing at construction is an amount sufficient to meet the Fifty

Percent Test required under the Internal Revenue Code Section 42(h)(4)(B). At permanent conversion,

$3,665,000 of bonds will be outstanding on a permanent basis, accounting for approximately 29% of

TDC. The Federal LIHTC will generate equity proceeds of $3,624,497 equal to approximately 29% of

TDC, with the balance of TDC funded by HFA Subsidy Funds, Existing Project Reserves, Cashflow

From Operations and Borrower Equity in the form of Deferred Developer Fee. The Borrower’s aggregate

equity exposure will equal at least 10% of TDC. The bonds for this Project will be issued under the

Affordable Housing Revenue Bonds Bond Resolution and will be secured in accordance with the terms of

the General Resolution. Supplemental Security will be provided during both the construction and

permanent periods. Chase Bank will provide a letter of credit as security for the construction loan and

SONYMA will provide insurance on the permanent loan. The Agency performed a due diligence

investigation of all relevant entities related to the financing and all issues of potential concern identified

by the Agency are anticipated to be addressed and/or resolved prior to the Board meeting date. The

Members will be informed of any comments made by members of the public.


• HFA has determined that the proposed action is a Type II SEQRA action. Type II Determinations

are issued for projects determined not to have a significant effect on the environment or otherwise

precluded from environmental review pursuant to Part 617 of the SEQRA Regulations. No further

action is required to comply with SEQRA.

• The proposed action has been reviewed by the New York State Office of Parks,

Recreation and Historic Preservation ("OPRHP") in accordance with Section 14.09 of the New

York State Historic Preservation Act of 1980 and has determined that the project will have “No

Impact” upon historical resources.

• The Agency requires a Phase I Environmental Site Assessment (“ESA”) Report. A Phase I ESA

was prepared for each site on February 26, 2020 and updated in January 2021. No “Recognized

Environmental Conditions” (RECs) which require further investigation were identified.

• The Project has been reviewed by the Agency's Smart Growth Advisory Committee, and the

Committee has determined that the proposed Agency financing of the Project complies with the

State Smart Growth Public Infrastructure Policy Act.



(“MWBE”) and Service-Disabled Veteran-owned Business (“SDVOB”) participation goals. Prior to

closing, a cost analysis will be completed to set the final levels of participation.


- 6 -

Staff has reviewed the preliminary underwriting data supplied by the Borrower and determined that the

Project meets the stated mission of the Agency and (i) the projected revenue and expenses are reasonable,

and (ii) given these projections, the Project satisfies the underwriting criteria of the Agency.

Therefore, staff recommends that the Committee adopt the resolutions transmitted herewith authorizing:

(i) that the Members adopt resolutions authorizing the issuance of fixed- rate and/or variable rate, tax-

exempt bonds in a maximum amount of $6,638,500 for the Auburn Northbrook 133 Austin Drive

& 169 Murray Street, City of Auburn, Cayuga County, NY 13126.


(i) the issuance of fixed-rate, tax-exempt bonds and the making of a first mortgage loan in a maximum

amount of $6,638,500;

(ii) the allocation of 4% “as of right” LIHTCs in the approximate annual amount of $436,730 for a

10-year period; and

(iii) the making of an HFA Subsidy Loan in the estimated amount of $3,600,000.

Attachments

Attachment A: Schedule of unit types, rents and affordability.






- 7 -

- 8 -

Attachment B: Williamsbridge Gardens

Bronx, NY

Vicinity Map

- 9 -

- 10 -

Attachment B cont.

Project Site Photos

- 11 -

- 12 -

- 13 -

- 14 -

- 15 -

Attachment C: Sources and Uses of Funds

641 Lexington Ave, New York, NY 10022 www.nyshcr.org

Attachment D: 15-Year Cash Flow Pro forma












the Auburn Northbrook project in Auburn, Cayuga County.

LIST OF RESOLUTIONS TO BE ADOPTED FOR THE

AUBURN NORTHBROOK APARTMENTS



CONNECTION WITH THE FINANCING OF THE PROJECT KNOWN AS AUBURN

NORTHBROOK APARTMENTS.


FINANCE AGENCY AUTHORIZING THE ISSUANCE OF AFFORDABLE

HOUSING REVENUE BONDS, 2021 SERIES __ IN A PRINCIPAL AMOUNT NOT






KNOWN AS AUBURN NORTHBROOK APARTMENTS


application to finance a portion of the cost of the acquisition, construction or rehabilitation of the

project known as Auburn Northbrook Apartments (“Project”); and


Housing Finance Law, Sections 40-62 (“Act”) and particularly Section 44.29-a (“Section

44.29-a”) thereof, to make and contract for the making of loans for the acquisition, construction

or rehabilitation of housing developments for the purpose of providing residential units for

occupancy by persons and families for whom the ordinary operations of private enterprise cannot

provide an adequate supply of safe, sanitary and affordable housing accommodations or for

residential units in designated blighted areas; and


the issuance of bonds to finance the Project and statements of the low and moderate income

occupancy requirements to be imposed in conjunction with the allocation and allowance of

certain low-income housing tax credits (“LIHTCs”) with respect to the Project; and


Housing Revenue Bonds Bond Resolution” (“General Resolution”); and,

WHEREAS, simultaneously herewith the Agency will supplement the General

Resolution by adopting an Affordable Housing Revenue Bonds, 2021 Series __ Resolution

(“2021 Series __ Resolution”) authorizing the issuance and sale of a principal amount not

exceeding $6,638,500 Affordable Housing Revenue Bonds (the “2021 Series__ Bonds”), the

proceeds of which may be used to fund all or a portion of a first mortgage loan (“First Mortgage

Loan”) for the Project;


subordinate financing (collectively, the “Subsidy Loan” and together with the First Mortgage

Loan, the “Loans”) in an amount not exceeding $3,600,000 (excluding accrued interest during

construction) to the Project; and

WHEREAS, the Agency has determined that it is appropriate to allocate LIHTCs to the

owner of the Project, subject to final review by staff to confirm eligibility and determine the

precise amount of such LIHTCs;


A. The Bonds.

omni Auburn - Omnibus Resolution (2) - 2 -

Section 1. Authority is hereby granted to the President and/or Chief Executive Officer or

a Senior Officer to sell, award, and issue the 2021 Series __ Bonds in a principal amount not

exceeding Six Million Six Hundred Thirty Eight Thousand Five Hundred Dollars ($6,638,500), at

such times and at such reasonable prices and interest rates as negotiated with the purchasers or

placement agents, provided, however, that the aggregate principal amount of any 2021 Series __

Bonds issued to fund the First Mortgage Loan for the Project will not exceed $6,638,500.


authorized to determine whether 2021 Series__ Bonds are to be sold on a private placement basis

or pursuant to a negotiated sale and to select the placement agents or underwriters for such bonds.



investment agreements relating to the 2021 Series__ Bonds with a qualified entity, under such




finalize, approve and execute any documents, including the 2021 Series Resolution, reasonably




issuance of other bonds authorized by other series resolutions, provided that the aggregate



B. The First Mortgage Loan, Subsidy Loan and Low Income Housing Tax Credits.


hereby authorizes the making of the First Mortgage Loan in an amount not to exceed Six Million

Six Hundred Thirty Eight Thousand Five Hundred Dollars ($6,638,500), to finance the Project.

The First Mortgage Loan may be funded by portions of the proceeds of the 2021 Series__ Bonds

(the “Bonds”) or by other monies available to the Agency funds for such purpose.

Section 2. The Agency hereby authorizes the allocation of funds for the financing of the

Project from monies accruing to the Agency from any source legally available to it for the

purposes of making a Subsidy Loan in an amount not exceeding Three Million Six Hundred

Thousand Dollars ($3,600,000) (excluding accrued interest during construction).

Section 3. The Agency hereby authorizes the allocation of approximately $436,730 per


confirm eligibility and compliance with LIHTCs requirements, and to determine the precise



authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize,


omni Auburn - Omnibus Resolution (2) - 3 -

resolution, the making of the Loans for the Project and to determine the amount of the LIHTCs to

be allocated to the Project.

Section 5. The Agency hereby determines that the proposed action is a Type II SEQRA

action. Type II actions are issued for projects determined not to have a significant effect on the

environment or otherwise precluded from environmental review pursuant to Part 617.5 of the

SEQRA Regulations. No further action is required to comply with SEQRA.

Section 6: The obligation of the Agency to make the Loans shall be conditioned upon: (a)

the approval of the Public Authorities Control Board, (b) the Agency's obtaining sufficient funds

from the proceeds of the sale of Bonds with which to make the First Mortgage Loan, (c) the

Agency being satisfied with the institution to which the construction loan is to be assigned; (d) a

background check of the owner of the Project which is acceptable to the President and Chief

Executive Officer and/or a Senior Officer of the Agency, and (e) satisfaction of the terms and

conditions of a commitment of the Agency to make the Loans.


Section 44.29-a thereof are met in the issuance of the Bonds and the financing of the First

Mortgage Loan including, without limitation, that a portion of the Project is to be occupied by

persons or families of low or moderate income as required by the Act and that the Agency will

impose by contract with the Project owner additional requirements, consistent with the economic

feasibility of the Project, which maximize the affordability, period of occupancy and number of

units for such low and moderate income tenants and accomplish the public purposes of the Act.

C. Effectiveness.


ITEM REQUIRING HFA FINANCE AND PROGRAM COMMITTEE AND HFA

MEMBERS ACTION:

ITEM 6:




February 4, 2021




SUBJECT: Resolutions Authorizing the Financing for 500 Main Street, City of New Rochelle,

Westchester County

Project Summary

500 Main Street (the “Project”) will use the Agency’s investment to finance the new construction

of 119 units of affordable rental housing in a “75/25” mixed-use, 26-story building with a total of

477 units of rental housing. All of the affordable units will be set aside for households who earn

no more than 80% of the Area Median Income (“AMI”), adjusted for family size, for the

Westchester County, NY Statutory Exception Area. The 25% affordable portion (119 units) (the

“Affordable Condo”) is expected to be financed with HFA tax-exempt bonds, and the 75% market

rate portion (357 units) (the “Market Residential Condo”) is expected to be financed with a taxable

construction loan. There will be one super’s unit.

The Project will be located on the corner of Main and Church Streets in downtown New Rochelle.

The Project site will total approximately 607,000 square feet, with approximately 465,700 square

feet of residential space, 2,635 square feet of ground floor retail space, 25,335 square feet of

community space to be occupied by the New York Covenant Church, and a 91,245 square foot,

430-space parking garage. The Project will include for all tenants a fitness center, resident lounge,

swimming pool, landscaped terrace, dog run, bicycle storage and package room.

The Project achieves the Agency goal of addressing specific local housing needs.

Project Location: 500, 506 & 510 Main St. and 12 Church St., New Rochelle, NY 10801

Total Units: 477

Unit Distribution:

Size # of Units

Income # of Units

Studio 88 50% AMI 20



Total 477 Market Rate 357

Super’s Unit 1

Total 477

500 MAIN STREET, NEW ROCHELLE

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• $238,280,000 maximum fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds

and mortgage loan ($499,539 per unit). Estimated maximum tax-exempt bonds for the

Affordable Condo of $29,720,000 ($249,748 per Affordable unit).

• $1,942,135 estimated annual allocation of 4% “as of right” Low Income Housing Tax

Credits (“LIHTC”) ($16,320 per Affordable unit).

Agency Priorities:

















Key Features:

The Project is expected to meet the standards of the Enterprise Green Communities Criteria and

HFA’s Mandatory Green & Energy Conservation Certification requirements. Energy efficiency

measures will include high-performance building envelope, roofing and heating and cooling

conditioning systems, boilers, low-flow plumbing fixtures, energy-efficient lighting, ENERGY

STAR appliances and low volatile organic compound (“VOC”) paints, primers, sealants and

caulks.



• New Homes Land Acquisition Funds (“NHLAF”) of approximately $3,782,974 ($7,931 per

unit) from the Westchester County Department of Planning.

• Interfaith Development Corporation (“IDC”) loan of approximately $2,500,000 ($5,241 per

unit).

• Developer Equity in the approximate amount of $39,632,305 ($83,087 per unit).


- 3 -

• The Project will benefit from a 30-year Payment In Lieu of Taxes (“PILOT”) Agreement with

the City of New Rochelle.

• The Project will utilize the Income Averaging set-aside to qualify all 119 affordable units for

its LIHTC allocation.

Financial Partners

Investor Limited Partner: Goldman Sachs Urban Investment Group (“Goldman”)

• LIHTC at $0.93

Mortgage Credit Enhancers: Construction: Citibank, N.A. (“Citi”), Merchants Capital

Corporation (“Merchants”) (collectively, the “Construction

Lenders”) or another lending institution acceptable to the Agency.

Permanent: Fannie Mae (“Fannie”)

Project Team

Borrower: BRP 500 Main TC Owner LLC (“BRP TC”).

Legal Owner: BRP 500 Main LLC. (“BRP Legal Owner”), a for-profit entity

whose principals are Geoffroi Flournoy, Meredith Marshall and

Steven C. Smith.

Developer: BRP Development Corporation (“BRP”).

General Contractor: Skycore Builders, Inc. (“Skycore”), whose principal is Richard

Santosky.

Management Company: BRP Management Group LLC. (“BRP Management”) whose

principal is Meredith Marshall.

Architect: Niles Bolton Associates, whose principal architect for the Project is

Walter J. Ploskon.

Project Description

The Project will be the new construction of a 26-story, mixed use tower in downtown New

Rochelle, containing 477 residential units, of which 358 units (75%) will be market rate units and

119 (25%) units will be affordable to low-income households at and below 80% of the AMI for

Westchester County. The 25% affordable portion of the residential units are expected to be

financed with HFA tax-exempt bonds, and the 75% market rate portion is expected to be financed

with a taxable loan.

The current site of the Project consists of four addresses: 500 Main Street is currently owned and

occupied by the New York Covenant Church, 506 Main Street and 510 Main Street are currently

vacant, and 12 Church Street is currently occupied by the French Speaking Baptist Church of New

Rochelle. Upon completion of the development, the French Speaking Baptist Church of New

Rochelle will be relocated to 344 Webster Avenue. Though not part of this Project’s financing, the

developer, BRP 500 Main LLC, will also be responsible for the redevelopment of 344 Webster

Avenue from its current condition to a newly developed church.

The 119 affordable units will be evenly distributed throughout the residential tower and equally

sized among the market rate units, and are expected to consist of 28 studios, 54 one-bedroom units


- 4 -

and 37 two-bedroom units. The market rate units are expected to consist of 82 studios, 164 one-

bedroom units and 111 two-bedroom units. There will be one two-bedroom super’s unit.

Amenities for all residents will include a fitness center, resident lounge, swimming pool,

landscaped terrace, dog run, bicycle storage and package room. The parking garage will be

available to tenants for monthly rental, as well as for public use.

Location

The Project will be located on the corner of Main and Church Streets in downtown New Rochelle.

The location is within walking distance to the New Rochelle Transportation Center for Metro

North Railroad and Amtrak service, and several bus lines that serve locations throughout New

Rochelle and Westchester County. The Project is a short drive from major thoroughfares including

Interstate 95, U.S. Route 1, and the Hutchinson River Parkway. Within walking distance is New

Roc City, an approximately 1.2 million square foot, mixed-use complex containing retail,

restaurants, and entertainment amenities, including an IMAX theater, skating rinks, a bowling

alley, and fitness centers.

Building

The Project will involve the new construction of a 26-story elevator building on a rectangular

corner lot of approximately 34,195 square feet. There will be four residential elevators and one

elevator dedicated to the church space. Construction will incorporate both cast in place and slab

on grade reinforced concrete and a steel frame building structure. The exterior façade will be a

combination of window wall system, EIFS stucco and metal panels. The total construction cost of

the Project is approximately $180,354,965, or $378,103 per residential unit.

The Project will total approximately 607,000 square feet, with approximately 465,700 square feet

of residential space, 2,635 square feet of ground floor retail space, 25,335 square feet of community

space to be occupied by the New York Covenant Church, and a 91,245 square foot, 430-space

parking garage to meet City of New Rochelle zoning requirements. The parking garage will occupy

the sub-level and parts of the first three floors of the building. The retail space will occupy part of

the first floor and the community space will occupy parts of the first two floors. Amenities will

occupy parts of the second floor, fourth floor and the penthouse rooftop space. The residential tower

will occupy floors five through twenty-six.

Acquisition

The acquisition price of $13,990,965 represents the land value and the existing debt on the four

properties to be acquired as part of this development. The value is supported by an independent

appraisal commissioned by Citi:

• 500 Main Street, currently owned and occupied by New York Covenant Church, is in contract

with the Developer.

• 506 and 510 Main Street are currently vacant and controlled by the Developer.

• 12 Church Street, currently occupied by the French Speaking Baptist Church of New Rochelle,

is in contract with the Developer, and will be relocated to 344 Webster Avenue as part of a

separate transaction by the Developer.

Acquisition costs are expected to be funded in part by Developer equity ($10,207,992) and in part

by the Westchester County NHLA Funds ($3,782,974).


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Developer & Management Company

BRP is a New York City-based real estate firm that specializes in mixed-use development and the

acquisition of urban, multifamily properties. Founded in 1998, BRP is an M/WBE firm that has

evolved into a vertically integrated multiservice organization that includes development,

acquisition, construction, and property management. BRP was part of the development team and

managing agent on the National Urban League 125th Street project, recently closed (July 2020)

and financed by HFA.

General Contractor

Skycore Builders Inc, an affiliate of BRP Companies, was established as a successor to BRP

Construction Group LLC, founded in 2007. As BRP’s in-house construction company, Skycore

has completed over 2.5 million square feet of real estate projects and has over 9.5 million square

feet currently in development throughout New York City and the tristate area ranging from high-

rise multifamily structures to traditional low-rise owner-occupied homes. Recent projects include

La Central in the Bronx (2018) and Livonia II in Brooklyn (2016), financed by NYC HPD and

HDC, and the Crossing at Jamaica Station which received tax credits from HFA (2019).

Financing

The anticipated $27,020,000 of tax-exempt bond financing for the Affordable Condo at

construction is an amount sufficient to meet the Fifty Percent Test required under the Internal

Revenue Code Section 42(h)(4)(B). The Federal LIHTCs will generate equity proceeds of

approximately $18,060,049, equal to approximately 7% of the TDC, with the balance of the TDC

funded by a Fannie Mae tax-exempt loan, Westchester County NHLAF funds, IDC loan and

developer equity. The Borrower’s aggregate equity exposure will equal at least 15% of the TDC

during construction and 14% of TDC at permanent conversion.

The construction financing will consist of tax-exempt bonds for the Affordable Condo in an

estimated amount of $27,020,000, taxable bonds in an estimated amount of $162,525,000

(collectively, the “Bonds”) and bridge equity from Merchants in an estimated amount of

$27,075,000, of which a portion will collateralize any amount of taxable bonds that exceed the

Construction Lenders’ Loan-to-Cost requirements. The taxable bonds and bridge equity will

finance the market rate residential portion, parking garage, community space and commercial

space. The total amount of the Bonds for construction financing will be matched and cash-

collateralized by the Construction Lenders during construction to a trustee, and Fannie Mae will

issue a forward commitment to provide a Mortgage-Backed Security (“MBS”) on the Bonds at

permanent conversion. The Bonds will be underwritten by Wells Fargo Securities and sold to the

public markets through a public offering.

At permanent conversion, the matched cash-collateral account securing the Bonds will be released

by the trustee to the Construction Lenders, and Bonds in a total amount of approximately

$206,800,000 will remain outstanding until maturity, and be secured by a Fannie Mae MBS that

will be delivered, underwritten and serviced (“DUS”) by the Fannie Mae-approved DUS Lender

(Merchants) as a permanent first mortgage loan.


- 6 -


to the financing and all issues of potential concern identified by the Agency were addressed and/or

resolved. The Members will be informed of any comments by members of the public.


• The City of New Rochelle Planning Board, acting as lead agency, conducted a coordinated

review for a Type I action, pursuant to the State Environmental Quality Review Act. HFA was

not an “involved agency” but does not dispute the City of New Rochelle Planning Board’s

designation as lead agency. Staff recommend that Members concur with the Negative

Declaration adopted by the lead agency.

• The proposed action was reviewed by the New York State Office of Parks, Recreation and

Historic Preservation ("OPRHP") in accordance with Section 106 of the National Historic

Preservation Act of 1966 and on January 26, 2021 determined the project presented an Adverse

Impact. A Letter of Resolution is to be completed and signed by the involved parties prior to

the Board award.

• The Agency requires a Phase I Environmental Site Assessment (“ESA”) Report. A Phase I ESA

was prepared in November 2017 and on August 30, 2018. A Limited Phase II ESA was

conducted for 500 Main St parcel in December 2017 which identified contamination that will

be remediated under NYSDEC oversight. • The Project has been reviewed by the Agency's Smart Growth Advisory Committee, and the

Committee has determined that the proposed Agency financing of the Project complies with

the State Smart Growth Public Infrastructure Policy Act.



(“MWBE”) and Service-Disabled Veteran-owned Business (“SDVOB”) participation goals. Prior

to closing, a cost analysis will be completed to set the final levels of participation.



that the Project meets the stated mission of the Agency and (i) the projected revenue and expenses

are reasonable, and (ii) given these projections, the Project satisfies the underwriting criteria of the

Agency.

Therefore, staff recommends that the Committee adopt the resolutions transmitted herewith

authorizing:

(i) that the Members adopt resolutions authorizing the issuance of fixed-rate and/or variable-

rate, tax-exempt and/or taxable bonds in a maximum amount of $238,280,000 which

includes estimated maximum tax-exempt bonds for of $29,720,000 for the 500 Main

Street, New Rochelle Project, City of New Rochelle, Westchester County.



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(i) the issuance of fixed-rate and/or variable-rate, tax-exempt and/or taxable bonds and the

making of a first mortgage loan in a maximum amount of $238,280,000 which includes

estimated maximum tax-exempt bonds for of $29,720,000;

(ii) the allocation of 4% “as of right” LIHTCs in the approximate annual amount of

$1,942,135 for a 10-year period.

Attachments

Attachment A: Schedule of unit types, rents, and affordability.






ATTACHMENT A


Residential Units


Units

Sq. Ft. per

Unit

Net Rent per

Month

Net Rent per

Year

1BR < 50% AMI 8 727 1,043$ 100,128$

2BR < 50% AMI 12 1,006 1,259$ 181,296$

Studio < 60% AMI 28 554 1,209$ 406,224$

1BR < 60% AMI 42 727 1,279$ 644,616$

2BR < 60% AMI 20 1,006 1,542$ 370,080$

1BR < 80% AMI 4 727 1,751$ 84,048$

2BR < 80% AMI 5 1,006 2,109$ 126,540$

Studio Market 82 554 2,168$ 2,133,680$

1BR Market 164 727 2,736$ 5,384,737$

2BR Market 111 1,006 3,690$ 4,914,517$

Super's Unit Non-Revenue 1 1,006 -$ -$

Total 477 21,058$ 14,345,865$

Other Tenant & Com. IncomeIncome per

Year

Parking Spaces 430 516,000$

Commercial 92,225$

Balcony 49 117,600$

Storage 90 81,000$

Bicycle Parking 47 28,200$

Gym & Pool* 858,600$

Total 1,693,625$

Apartment

Type

500 Main Street, New Rochelle

Westchester County

500 Main_HFA UW_1_21_21: 1/22/2021 11:56 AM 1 of 1

Attachment B:

500 Main Street, New Rochelle, NY 10801 (Westchester County)

Attachment C

500 Main Street, New Rochelle Total Units: 477

Westchester County Affordable Units: 119

SOURCES AND USES



Construction Loan (Taxable Bonds) 162,525,000$ $340,723 60.02%

Bridge Equity (Merchants Bank) 27,075,000$ $56,761 10.00%

HFA Tax-Exempt Bonds (Affordable Portion) 27,020,000$ $56,646 9.98%

Westchester County New Homes Land Acquisition Funds 3,782,974$ $7,931 1.40%

Interfaith Development Corporation (IDC) Loan 2,500,000$ $5,241 0.92%


Developer Equity 41,314,295$ $86,613 15.26%

Deferred Reserves 477,000$ $1,000 0.18%


Total Construction Sources 270,775,359$ $567,663 100.00%

Permanent Sources

Fannie Mae MBS Loan (includes HFA Tax-Exempt Bonds) 206,800,000$ $433,543 76.37%

Westchester County New Homes Land Acquisition Funds 3,782,974$ $7,931 1.40%

Interfaith Development Corporation (IDC) Loan 2,500,000$ $5,241 0.92%


Developer Equity $ 39,632,335 $83,087 14.64%

Total Permanent Sources 270,775,359$ $567,663 100.00%

Uses

Acquisition Costs 13,990,965$ $29,331 5.17%

Hard Construction Costs 180,354,965$ $378,103 66.61%

Soft Costs 66,076,106$ $138,524 24.40%

Reserves and Escrows 477,000$ $1,000 0.18%

Developer Fee 9,876,323$ $20,705 3.65%

Total Uses 270,775,359$ $567,663 100.00%

Attachment D


Potential Gross Income Residential Income: 2% $14,345,865 14,632,782 14,925,438 15,223,947 15,528,426 15,838,994 16,155,774 16,478,890 16,808,468 17,144,637 17,487,530 17,837,280 18,194,026 18,557,906 18,929,064 Parking 2% $516,000 526,320 536,846 547,583 558,535 569,706 581,100 592,722 604,576 616,668 629,001 641,581 654,413 667,501 680,851 Commercial 2% $92,225 94,070 95,951 97,870 99,827 101,824 103,860 105,938 108,056 110,217 112,422 114,670 116,964 119,303 121,689 Balcony 2% $117,600 119,952 122,351 124,798 127,294 129,840 132,437 135,085 137,787 140,543 143,354 146,221 149,145 152,128 155,171 Storage 2% $81,000 82,620 84,272 85,958 87,677 89,431 91,219 93,044 94,904 96,802 98,739 100,713 102,728 104,782 106,878 Bicycle Parking 2% $28,200 28,764 29,339 29,926 30,525 31,135 31,758 32,393 33,041 33,702 34,376 35,063 35,764 36,480 37,209 Gym & Pool* 2% $858,600 875,772 893,287 911,153 929,376 947,964 966,923 986,262 1,005,987 1,026,106 1,046,629 1,067,561 1,088,912 1,110,691 1,132,904

Total Potential Gross Income: $16,039,490 $16,360,280 $16,687,486 $17,021,235 $17,361,660 $17,708,893 $18,063,071 $18,424,332 $18,792,819 $19,168,676 $19,552,049 $19,943,090 $20,341,952 $20,748,791 $21,163,767

Vacancy AllowanceResidential Income: 5% (717,293) (731,639) (746,272) (761,197) (776,421) (791,950) (807,789) (823,944) (840,423) (857,232) (874,376) (891,864) (909,701) (927,895) (946,453) Parking 5% (25,800) (26,316) (26,842) (27,379) (27,927) (28,485) (29,055) (29,636) (30,229) (30,833) (31,450) (32,079) (32,721) (33,375) (34,043) Commercial 10% (9,223) (9,407) (9,595) (9,787) (9,983) (10,182) (10,386) (10,594) (10,806) (11,022) (11,242) (11,467) (11,696) (11,930) (12,169) Balcony 5% (5,880) (5,998) (6,118) (6,240) (6,365) (6,492) (6,622) (6,754) (6,889) (7,027) (7,168) (7,311) (7,457) (7,606) (7,759)

Storage 5% (4,050) (4,131) (4,214) (4,298) (4,384) (4,472) (4,561) (4,652) (4,745) (4,840) (4,937) (5,036) (5,136) (5,239) (5,344)

Bicycle Parking 5% (1,410) (1,438) (1,467) (1,496) (1,526) (1,557) (1,588) (1,620) (1,652) (1,685) (1,719) (1,753) (1,788) (1,824) (1,860)

Gym & Pool* 5% (42,930) (43,789) (44,664) (45,558) (46,469) (47,398) (48,346) (49,313) (50,299) (51,305) (52,331) (53,378) (54,446) (55,535) (56,645)

Total Vacancy Allowance: (806,586) (822,717) (839,172) (855,955) (873,074) (890,536) (908,347) (926,514) (945,044) (963,945) (983,224) (1,002,888) (1,022,946) (1,043,405) (1,064,273)

Effective Gross IncomeResidential Income: $13,628,572 $13,901,143 $14,179,166 $14,462,750 $14,752,005 $15,047,045 $15,347,986 $15,654,945 $15,968,044 $16,287,405 $16,613,153 $16,945,416 $17,284,324 $17,630,011 $17,982,611Parking $490,200 500,004 510,004 $520,204 $530,608 $541,220 $552,045 $563,086 $574,347 $585,834 $597,551 $609,502 $621,692 $634,126 $646,808Commercial $83,003 84,663 $86,356 $88,083 $89,845 $91,641 $93,474 $95,344 $97,251 $99,196 $101,180 $103,203 $105,267 $107,373 $109,520Balcony $111,720 $113,954 $116,233 $118,558 $120,929 $123,348 $125,815 $128,331 $130,898 $133,516 $136,186 $138,910 $141,688 $144,522 $147,412

Storage $76,950 $78,489 $80,059 $81,660 $83,293 $84,959 $86,658 $88,391 $90,159 $91,962 $93,802 $95,678 $97,591 $99,543 $101,534

Bicycle Parking $26,790 $27,326 $27,872 $28,430 $28,998 $29,578 $30,170 $30,773 $31,389 $32,017 $32,657 $33,310 $33,976 $34,656 $35,349

Gym & Pool* $815,670 $831,983 $848,623 $865,596 $882,907 $900,566 $918,577 $936,948 $955,687 $974,801 $994,297 $1,014,183 $1,034,467 $1,055,156 $1,076,259

Effective Gross Income (EGI): $15,232,904 $15,537,563 $15,848,314 $16,165,280 $16,488,586 $16,818,357 $17,154,724 $17,497,819 $17,847,775 $18,204,731 $18,568,825 $18,940,202 $19,319,006 $19,705,386 $20,099,494

Maintenance & Operating ExpensesTotal Administrative 3% $280,025 288,426 297,079 305,991 315,171 324,626 334,364 344,395 354,727 365,369 376,330 387,620 399,249 411,226 423,563

Management Fee 2% $305,250 311,355 317,582 323,934 330,412 337,021 343,761 350,636 357,649 364,802 372,098 379,540 387,131 394,873 402,771

Total Utilities 3% $436,340 449,430 462,913 476,800 491,105 505,838 521,013 536,643 552,742 569,325 586,404 603,997 622,117 640,780 660,003

Total Repairs and Maintenance 3% $1,575,356 1,622,617 1,671,295 1,721,434 1,773,077 1,826,269 1,881,057 1,937,489 1,995,614 2,055,482 2,117,147 2,180,661 2,246,081 2,313,463 2,382,867

Total Fixed Expenses (Net of PILOT) 3% $190,800 196,524 202,420 208,492 214,747 221,189 227,825 234,660 241,700 248,951 256,419 264,112 272,035 280,196 288,602

Real Estate Taxes (PILOT) 3% $780,527 $780,527 $780,527 803,942 828,061 852,902 878,489 904,844 931,989 959,949 988,748 1,018,410 1,048,962 1,080,431 1,112,844

Total Operating Expenses: $3,568,298 3,648,878 $3,731,815 $3,840,594 $3,952,572 $4,067,845 $4,186,510 $4,308,668 $4,434,422 $4,563,878 $4,697,146 $4,834,340 $4,975,574 $5,120,970 $5,270,651

Reserves

Replacement Reserves 3% ($119,250) (122,828) (126,512) (130,308) (134,217) (138,243) (142,391) (146,662) (151,062) (155,594) (160,262) (165,070) (170,022) (175,123) (180,376)

Total Reserves: (119,250) (122,828) (126,512) (130,308) (134,217) (138,243) (142,391) (146,662) (151,062) (155,594) (160,262) (165,070) (170,022) (175,123) (180,376)

Total Expenses & Reserves: (3,687,548) (3,771,706) (3,858,327) (3,970,901) (4,086,789) (4,206,089) (4,328,901) (4,455,331) (4,585,484) (4,719,472) (4,857,408) (4,999,410) (5,145,596) (5,296,093) (5,451,027)

Net Operating Income: $11,545,357 11,765,857 11,989,986 12,194,379 12,401,796 12,612,269 12,825,823 13,042,488 13,262,291 13,485,259 13,711,417 13,940,792 14,173,410 14,409,293 14,648,467

First Mortgage Debt Service Interest Rate

Fannie Mae MBS Loan (includes HFA Tax-Exempt Bonds) 3.51% (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937)

Total First Mortgage Debt Service: 3.51% (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937) (9,620,937)

Net Cash Flow for Distribution $944,531 $1,176,569 $1,412,648 $1,629,416 $1,849,650 $2,073,394 $2,300,694 $2,531,594 $2,766,138 $3,004,373 $3,246,342 $3,492,091 $3,741,665 $3,995,109 $4,412,533

Cumulative Cash Flow $2,121,100 3,533,748 5,163,164 7,012,814 9,086,208 $11,386,902 $13,918,496 $16,684,634 $19,689,006 $22,935,348 $26,427,439 $30,169,104 $34,164,213 $38,576,746


1/29/2021 3:29 PM 1 of 1 500 Main_HFA UW_1_29_21_Fees












the 500 Main Street project in New Rochelle, Westchester County.

F:\LEGAL\LV\2021\Board Book February\HFA 500 New Main\500 Main Street - Omnibus Reso.4.docx

LIST OF RESOLUTIONS TO BE ADOPTED FOR THE

500 MAIN STREET PROJECT

AN OMNIBUS RESOLUTION OF THE NEW YORK STATE HOUSING FINANCE AGENCY

AUTHORIZING AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE

FINANCING OF THE PROJECT KNOWN AS 500 MAIN STREET.

- 2 -





KNOWN AS 500 MAIN STREET

WHEREAS, the New York State Housing Finance Agency ("Agency") has received an

application to finance a portion of the cost of the construction of the project known as 500 Main

Street ("Project"); and









the issuance of tax-exempt bonds and federally taxable bonds (the “2021 Series A Bonds” and the

“2021 Series B Bonds”, respectively, and collectively the “Bonds”) to finance the Project and

statements of the low and moderate income occupancy requirements to be imposed in conjunction

with the allocation and allowance of certain low-income housing tax credits (“LIHTCs”) with

respect to the Project; and

WHEREAS, the Bonds are proposed to be issued pursuant to an Indenture of Trust

between the Agency and the Trustee (the “Indenture”) in an aggregate principal amount which will

in no event exceed $238,280,000 to finance a loan (the “Mortgage Loan”) for the Project; and

WHEREAS, during the construction of the Project the Bonds will be secured by Bond

proceeds and/or other cash collateral advanced by the servicer of the Mortgage Loan (the “Cash

Collateral”), and upon completion of the Project the Bonds will be secured by a mortgaged-backed

security provided by Fannie Mae through which Fannie Mae will guarantee payments on the

Mortgage Loan; and


LIHTCs to the owner of the Project, subject to final review by staff to confirm eligibility and

determine the precise amount of such LIHTCs.


A. The Bonds.

Section 1. Authority is hereby granted to the President and Chief Executive Officer and/or

a Senior Officer of the Agency to sell, award, and issue the Bonds from time to time, either on a

- 3 -

private placement basis or pursuant to a negotiated sale, without further approval or ratification by

the Members, in an aggregate outstanding principal amount not exceeding Two Hundred Thirty-

Eight Million Two Hundred Eighty Thousand Dollars ($238,280,000) as follows:

(i) the 2021 Series A Bonds shall be in a principal amount not to exceed $238,280,000

issued on a tax-exempt basis; and

(ii) the 2021 Series B Bonds shall be in a principal amount not to exceed $238,280,000

issued on a federally taxable basis.

At no time shall the principal amount of Bonds outstanding exceed $238,280,000.

Section 2. Subject to the Indenture and this resolution, the Bonds may be issued, at such

times and at such prices, in such principal amounts and interest rates as determined by the President

and Chief Executive Officer and/or a Senior Officer and negotiated with the underwriters or

placement agents, provided such interest rates shall be fair and reasonable.

Section 3. In the event Bonds are to be sold on a private placement basis or pursuant to a

negotiated sale, the President and Chief Executive Officer and/or a Senior Officer are hereby

authorized to select the placement agents or underwriters for the Bonds.

Section 4. Subject to the provisions of the Indenture, the President and the Chief Executive

Officer or a Senior Officer of the Agency is hereby authorized to enter into investment agreements

relating to the investment of the proceeds of the sale of the Bonds and related recovery payments,

with a qualified entity, under such terms and conditions as she shall deem appropriate.


authorized to appoint a Trustee and Paying Agent as referred to in the Indenture at a cost deemed

to be fair and reasonable and comparable to that incurred in the past by the Agency for the

rendering of similar services.



finalize, approve and execute (i) the Indenture substantially in the form attached hereto, with any

such changes, insertions or deletions and such completion of blanks therein as the President and

Chief Executive Officer or a Senior Officer executing the same, in his or her sole discretion, shall

approve, such execution to be conclusive evidence of the approval thereof by the Members, and

(ii) any other documents, including but not limited to agreements with respect to the deposit of the

Cash Collateral and loan agreements or financing agreements, necessary or convenient to

effectuate the purposes of this resolution.

B. The Mortgage Loan and Low Income Housing Tax Credits


hereby authorizes the making of a Mortgage Loan, in a principal amount not to exceed Two

Hundred Thirty-Eight Million Two Hundred Eighty Thousand Dollars ($238,280,000) to finance

- 4 -

the Project. The Mortgage Loan may be funded by portions of the proceeds of the Bonds or by

other monies available to the Agency funds for such purpose.

Section 2. The Agency hereby authorizes the allocation of approximately $1,939,569 per


confirm eligibility and compliance with requirements, and to determine the precise amount of such

LIHTCs.


authorized, subject to the provisions of this resolution, to negotiate, draft, change, finalize, approve

and execute any documents necessary or convenient to effectuate the purpose of this resolution

and the making of the Mortgage Loan for the Project, and any other loan documents in connection

with the Project, and to determine the amount of the LIHTCs to be allocated to the Project.



Part 617”) and that the requirements of 6 NYCRR Part 617 have been met: and (ii) consistent with

the social, economic and other essential considerations from among the reasonable alternatives

available, the action approved is one which avoids or minimizes adverse environmental impacts

to the maximum extent practicable, and (iii) adverse environmental impacts will be avoided or


mitigative measures which were identified as practicable; and (B) concurs with the Negative

Declaration issued by the City of New Rochelle Planning Board, acting as lead SEQRA agency.

Section 5. The obligation of the Agency to make the Mortgage Loan shall be conditioned

upon: (a) the approval of the Public Authorities Control Board, (b) the Agency's obtaining

sufficient funds from the proceeds of the sale of the Bonds with which to make the Mortgage Loan,

(c) the Agency being satisfied with the collateral securing the Bonds, (d) the Agency being satisfied

with the servicer of the Mortgage Loan and the institution to which the Mortgage Loan is to be

assigned, (f) a background check of the owner of the Project which is acceptable to the President

and Chief Executive Officer or a Senior Officer of the Agency, and (e) satisfaction of the terms

and conditions of a commitment of the Agency to make the Mortgage Loan.


Section 44.29-a thereof are met in the issuance of the Bonds and the financing of the Mortgage

Loan, including, without limitation, that a portion of the Project is to be occupied by persons or

families of low or moderate income as required by the Act and that the Agency will impose by

contract with the Project owner additional requirements, consistent with the economic feasibility

of the Project, that maximize the affordability, period of occupancy and number of units for such

low and moderate income tenants and accomplish the public purposes of the Act.

C. Effectiveness.


- 5 -

- 5 -

ITEM REQUIRING SONYMA BOARD ACTION:

ITEM 7:




February 4, 2021

FROM: RuthAnne Visnauskas TO: SONYMA Directors

President/CEO

SUBJECT: Approval of Resolution authorizing the termination of the SONYMA/HESC Student loan

program; the redemption of bonds issued in connection therewith; the termination of certain

documents; the forgiveness of outstanding student loan debt, and certain matters in connection

therewith.

________________________________________________________________________________________

The State of New York Mortgage Agency (the “Agency”) and the New York State Higher Education

Services Corporation (the “Corporation”) established the New York Higher Education Loan Program for the

purpose of making certain student loans to fund the costs of higher education in New York State (the “NYHELPS

Program” and “NYHELPS Loans”). The NYHELPS Program originated such student loans in 2009-2012 but has

not originated any new loans since then.

When the NYHELPS Program was initiated, the Agency entered into a Financing Agreement dated as of

November 4, 2009 (the “NYHELPs Financing Agreement”) by and between the Agency and the Corporation and

certain ancillary agreements providing for the origination, acquisition, servicing and collection of the NYHELPs

Loans and the administration of the NYHELPs Program (collectively, with the NYHELPs Financing Agreement,

the “NYHELPs Program Agreements”) were executed.

The NYHELPs Program has been financed, in part, through application of proceeds of the NYHELPs

Education Loan Revenue Bonds, 2009 Series A (the “NYHELPs Bonds”) issued by the Agency, doing business

as the State of New York Higher Education Finance Authority, pursuant to NYHELPS Education Loan Revenue

Bonds General Trust Indenture and a 2009 Series A Trust Indenture, each dated as of November 1, 2009

(collectively, with certain supplemental certificates delivered by the Agency pursuant thereto, the “NYHELPs

Indenture”) and by and between the Agency and Manufacturers and Traders Trust Company, as trustee (along

with Wilmington Trust, N.A., its successor in trust, the “NYHELPs Bond Trustee”) and, in part, through

application of funds appropriated for such purpose by the State of New York (the “State”).

The Agency and the Corporation have determined to terminate the active operation of the NYHELPs

Program and, in connection therewith, to retire the NYHELPs Bonds through the exercise by the Agency of its

right of optional redemption under the NYHELPs Indenture, to forgive all payment obligations on the NYHELPs

Loans currently held under the NYHELPs Indenture as Pledged Property or credited to the NYHELPs Bonds

Loan Default Account and to transfer remaining funds in excess of federal regulatory and contractual payment

requirements and other administrative costs of the NYHELPs Program to the State.


The aggregate amount of cash and investment securities constituting Pledged Property that is held by the

NYHELPs Bond Trustee as of the date hereof (excluding the NYHELPs Program State Supported Reserve

Accounts) exceeds the aggregate amount of principal and interest to be payable on the NYHELPs Bonds through

March 15, 2021, if redeemed on that date. It is possible, however that payment of other NYHELPs Program

termination costs on the proposed schedule may exceed the remaining amount of such cash and investments,

requiring application of a small amount of NYHELPs Program State Supported Reserve Account funds.

The attached resolution asks for authority from the Board to take the following steps:

1. The Agency shall direct the NYHELPs Bond Trustee: (i) to give notice to the NYHELPs Bonds of

optional redemption at par upon the first business day no less than 30 days subsequent to the date of

such notice (the “Redemption Date”); (ii) to apply all cash and investments constituting Pledged

Property to the extent necessary to fund the payment of principal and interest upon the NYHELPs

Bonds upon the Redemption Date; (iii) to release all NYHELPs Loans constituting Pledged Property

to the Agency for forgiveness; (iv) to pay or provide for the payment of the fees and expenses of the

NYHELPs Bond Trustee and of any other costs then payable from the NYHELPs Indenture; (v) to

evidence the discharge and satisfaction of the lien of the NYHELPs Indenture and cancellation of the

NYHELPs Bonds; (vi) to take such other actions as may be necessary to effect such redemption in

accordance with the NYHELPs Indenture; and (vii) to transfer an amount to be determined that shall

not exceed $250,000 (the “Retained Administrative Funding”) to the order of the Agency from cash

and investment securities constituting Pledged Property and, to the extent that such Pledged Property

is not sufficient to fund such amount, from the Non-Conforming Loan Fund. The Retained

Administrative Funding shall be applied to administrative costs of the Agency and of the Corporation

that are properly allocable to the NYHELPs Program, including costs incurred in connection with its

termination as described herein. The Agency shall further direct Wilmington Trust, N.A., as

NYHELPs Bond Trustee and as custodian, to transfer the balance of the NYHELPs Program State

Supported Reserve Accounts to the order of the New York State Division of the Budget (the

“Division”).

2. The Agency and the Corporation will forgive all borrower principal and interest and any collection

fee payment obligations on NYHELPs Loans and will provide for appropriate notice and

administration of such forgiveness. Because forgiveness of most of the NYHELPs Loans will be

required under the federal tax arbitrage regulations applicable to the NYHELPs Bonds to eliminate

the currently projected “excess yield” on the NYHELPs Loans that have been allocable to the

NYHELPs Bonds during the life of the financing, as determined for purposes of such regulations,

such loan forgiveness will be implemented as soon after authorization of this proposed plan of action

as shall be reasonably practicable for operational purposes and, in any event, prior to the

Redemption Date. Any remaining balance of the Retained Administrative Funding held by the

Agency upon the completed payment of all administrative costs payable to parties other than the

Agency, the Corporation and the NYHELPs Loan servicer shall be transferred to the Corporation as

an administrative fee in connection with NYHELPs Program termination. To the extent that such

transferred amount exceeds the Corporation’s actual costs in connection with such termination,

including without limitation any servicing fees, any balance shall be transferred by the Corporation

to the order of the Division. The aggregate principal amount of NYHELPs Loans to be forgiven is

expected to be approximately $2,500,000 including loans credited to the NYHELPs Bonds Loan

Default Account, based on the aggregate principal balance due as of December 31, 2020. Without

taking NYHELPs Loan payments during the period from that date to March 1, 2021 into account, it

is projected that the aggregate transfers to the State will be approximately $14,800,000.


3. The Agency and the Corporation will release each other from any and all payment or performance

obligations as between such parties arising under the NYHELPs Act, implementing regulations and

the NYHELPs Program Agreements, other than with respect to any third party liability arising from

the foregoing actions upon the completion thereof.

We respectfully request that you adopt the attached resolution to allow for the steps set forth above.

1 3557147.2 044826 RSIND

RESOLUTION

OF THE


WITH RESPECT TO ITS NYHELPs EDUCATION LOAN REVENUE BONDS,

2009 SERIES A

A RESOLUTION OF THE STATE OF NEW YORK MORTGAGE AGENCY

AUTHORIZING AND PROVIDING FOR THE OPTIONAL REDEMPTION OF

THE NYHELPs EDUCATION LOAN REVENUE BONDS, 2009 SERIES A,

THE TERMINATION OF THE NYHELPs PROGRAM, THE FORGIVENESS

OF NYHELPs LOANS AND THE TRANSFER OF THE STATUTORILY

RESTRICTED DEFAULT RESERVE FUND TO THE STATE;

AUTHORIZING CERTAIN OFFICERS OF THE AGENCY TO DO ALL ACTS

NECESSARY, CONVENIENT OR DESIRABLE FOR CARRYING OUT THE

TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; AND

PROVIDING FOR OTHER MATTERS RELATED THERETO.

WHEREAS, the State of New York Mortgage Agency (the “Agency”) has heretofore

issued its NYHELPs Education Loan Revenue Bonds, 2009 Series A (the “2009 Series A

Bonds”) pursuant to the State of New York Mortgage Agency Act, constituting Chapter 612 of

the Session Laws of 1970 of The State of New York (the “ Agency Act”), the NYHELPs

Education Loan Revenue Bonds General Trust Indenture and the 2009 Series A Trust Indenture

(collectively, as amended and supplemented, the “Indenture”), each dated as of November 1,

2009 and by and between the Agency and Manufacturers and Traders Trust company, as trustee

(along with Wilmington Trust, N.A., its successor in trust, the “Trustee”) for the principal

purpose of financing loans under the New York Higher Education Loan Program (“NYHELPs

Loans” and the “NYHELPs Program”) established by Part J of Chapter 57 of the Session Laws

of 2009 of the State of New York (the “NYHELPs Act”); and

WHEREAS, the 2009 Series A Bonds are currently eligible for redemption at the option

of the Agency, without redemption premium, at any time from any moneys made available for

such purpose; and

WHEREAS, the NYHELPs Act established the State of New York Mortgage Agency

New York Higher Education Loan Program Default Reserve Fund (the “Default Reserve Fund”)

and provided for the funding thereof for the exclusive benefit of the holders of NYHELPs Loans;

and

WHEREAS, certain funds held by the Trustee under the Indenture are required or

permitted to be deposited to the Default Reserve Fund, which is held by Wilmington Trust, N.A.

as custodian outside of the Indenture; and

WHEREAS, representatives of the Agency have developed, in consultation with

representatives of the New York Higher Education Services Corporation (the “Corporation”) and

2 3557147.2 044826 RSIND

the New York State Division of the Budget (the “Division”), a plan for the optional redemption

of the 2009 Series A Bonds, the termination of the currently active NYHELPs Program, the

forgiveness of all NYHELPs Loans that are currently pledged under the Indenture or held the

Default Reserve Fund and the transfer to the State of appropriated funds currently held in, and

certain other amounts to be deposited to, the Default Reserve Fund, as more fully described in

the Memorandum dated February 4, 2021 from RuthAnne Visnauskas to the Corporation and the

Division and attached hereto as EXHIBIT A (the “NYHELPs Program Termination Plan”); and

WHEREAS, the Directors wish to approve the content of, and authorize the

implementation of, the NYHELPs Program Termination Plan; and

WHEREAS, the Directors desire to take certain other actions with respect to, and to make

other authorizations related to, such implementation;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE

STATE OF NEW YORK MORTGAGE AGENCY, AS FOLLOWS:

1. Definitions. All terms used herein and not otherwise defined shall have the

respective meanings ascribed thereto in the Agency Act, the NYHELPs Act or in the Indenture.

2. Findings. It is hereby ascertained, determined and declared that:

(A) The Agency Act and NYHELPs Act authorize the Agency to implement

the NYHELPs Program Termination Plan.

(B) In furtherance of its statutory purposes, it is necessary, advisable, desirable

and in the best interests of the Agency to implement the NYHELPs Program Termination Plan.

(C) It is hereby ascertained, determined and declared that it is in the best

interests of the Agency to authorize each Authorized Representative to take such further actions

as may be consistent with the provisions hereof and as may be necessary, convenient or desirable

in connection with such implementation.

3. Authorization for NYHELPs Program Termination Plan. The Directors

hereby authorize the implementation of the NYHELPs Program Termination Plan substantially

in accordance with the description thereof included in EXHIBIT A hereto with such variances in

the timing and manner of implementation of any one or more of the actions described therein as

may be deemed by an Authorized Representative, in her or his sole discretion, necessary,

convenient or desirable in connection with such implementation.

4. Authorizations of Authorized Representatives. (A) The Authorized

Representatives are each hereby authorized and directed, on behalf of the Agency, to implement

the NYHELPs Program Termination Plan

(B) The Authorized Representatives are each designated as agents of the

Directors and the Agency in connection with the implementation of the NYHELPs Program

Termination Plan and are authorized and empowered, collectively or individually, to take all

action and steps and to execute all instruments, documents and contracts on behalf of the

3 3557147.2 044826 RSIND

Directors and the Agency that are necessary, convenient or desirable in connection with such

implementation and for carrying out the transactions and other matters contemplated by this

Resolution, and which are specifically authorized hereby or are not inconsistent with the

description of the NYHELPs Program Termination Plan attached hereto as EXHIBIT A, except

as expressly authorized hereby.

(C) It is the intent of the Directors hereby to authorize each Authorized

Representatives to do all things, to take all actions, and to execute and deliver all agreements,

certificates, instruments and other documents necessary, convenient or desirable in connection

with the implementation of the NYHELPs Program Termination Plan without the need for

further action by the Directors.

(D) In addition, the Directors authorize each Authorized Representative to

retain on behalf of the Agency such auditors, accountants, financial consultants, verification

agents and other professional advisors as may from time to time be necessary, convenient or

desirable in connection with the implementation of the NYHELPs Program Termination Plan.

(E) All acts heretofore performed on behalf of the Agency which are in

conformity with the purposes and intents of this Resolution and in furtherance of the

development of and implementation of the NYHELPs Program Termination Plan shall be, and

the same hereby are in all respects, ratified, approved and confirmed.

5. Effective Date. This Resolution shall take effect immediately upon its adoption

by the Directors.

A-1 3557147.2 044826 RSIND

EXHIBIT A

JANUARY 28, 2021 MEMORANDUM

MEMORANDUM

TO: NEW YORK HIGHER EDUCATION SERVICES CORPORATION

NEW YORK STATE DIVISION OF THE BUDGET

FROM: RUTHANNE VISNAUSKAS

DATE: February 4, 2021

______________________________________________________________________________

This Memorandum is to confirm prior conversations and correspondence relating to the

proposed termination of the active operation of the current New York Higher Education Loan

Program and to provide additional detail as to the currently contemplated actions in connection

with such termination. The first two sentences of Paragraph 2 have been updated and clarified to

address comments received to a previously circulated version of this Memorandum and to reflect

ongoing discussions as to operational aspects of implementing the actions described.

We expect to include this plan in the materials to be sent to our Board on February 4 and

to request approval of the actions described below at its meeting scheduled for February 11.

Accordingly, we would appreciate your acknowledging receipt of this Memorandum and

confirming that it is in accordance with your understanding or advising us of any concerns that

you may have as soon as possible.

As you know, The State of New York Mortgage Agency (the “Agency”) and the New

York State Higher Education Services Corporation (the “Corporation”) established the New

York Higher Education Loan Program for the purpose of making certain student loans to fund

the costs of higher education in New York State (the “NYHELPS Program” and “NYHELPS

Loans”). The NYHELPS Program originated such student loans in 2009-2012, but has not

originated any new loans since then.

When the NYHELPS Program was initiated, the Agency entered into a Financing

Agreement dated as of November 4, 2009 (the “NYHELPs Financing Agreement”) by and

between the Agency and the Corporation and certain ancillary agreements providing for the

origination, acquisition, servicing and collection of the NYHELPs Loans and the administration

of the NYHELPs Program (collectively, with the NYHELPs Financing Agreement, the

“NYHELPs Program Agreements”) were executed.

The NYHELPs Program has been financed, in part, through application of proceeds of

the NYHELPs Education Loan Revenue Bonds, 2009 Series A (the “NYHELPs Bonds”) issued

by the Agency, doing business as the State of New York Higher Education Finance Authority,

A-2

3557147.2 044826 RSIND

pursuant to NYHELPS Education Loan Revenue Bonds General Trust Indenture and a 2009

Series A Trust Indenture, each dated as of November 1, 2009 (collectively, with certain

supplemental certificates delivered by the Agency pursuant thereto, the “NYHELPs Indenture”)

and by and between the Agency and Manufacturers and Traders Trust Company, as trustee

(along with Wilmington Trust, N.A., its successor in trust, the “NYHELPs Bond Trustee”) and,

in part, through application of funds appropriated for such purpose by the State of New York (the

“State”). Wilmington Trust, N.A. holds certain accounts that include appropriated funds or

origination fees as the NYHELPs Bond Trustee or as custodian, which accounts are held for

statutorily mandated NYHELPs Program purposes and do not constitute “Pledged Property”

under the NYHELPs Indenture. These accounts include the “NYHELPs Bonds Loan Default

Account” (which is not held under the Indenture), the “Non-Conforming Loan Account” and the

“Synthetic College Fee Account” (collectively, the “NYHELPs Program State Supported

Reserve Accounts”).

The Agency and the Corporation have determined to terminate the active operation of the

NYHELPs Program and, in connection therewith, to retire the NYHELPs Bonds through the

exercise by the Agency of its right of optional redemption under the NYHELPs Indenture, to

forgive all payment obligations on the NYHELPs Loans currently held under the NYHELPs

Indenture as Pledged Property or credited to the NYHELPs Bonds Loan Default Account and to

transfer remaining funds in excess of federal regulatory and contractual payment requirements

and other administrative costs of the NYHELPs Program to the State.

The aggregate amount of cash and investment securities constituting Pledged Property

that is held by the NYHELPs Bond Trustee as of the date hereof (excluding the NYHELPs

Program State Supported Reserve Accounts) exceeds the aggregate amount of principal and

interest to be payable on the NYHELPs Bonds through March 15, 2021, if redeemed on that

date. It is possible, however that payment of other NYHELPs Program termination costs on the

proposed schedule may exceed the remaining amount of such cash and investments, requiring

application of a small amount of NYHELPs Program State Supported Reserve Account funds.

We currently expect to take the following steps:

1. The Agency shall direct the NYHELPs Bond Trustee: (i) to give notice to the

NYHELPs Bonds of optional redemption at par upon the first business day no less

than 30 days subsequent to the date of such notice (the “Redemption Date”); (ii) to

apply all cash and investments constituting Pledged Property to the extent necessary

to fund the payment of principal and interest upon the NYHELPs Bonds upon the

Redemption Date; (iii) to release all NYHELPs Loans constituting Pledged Property

to the Agency for forgiveness; (iv) to pay or provide for the payment of the fees and

expenses of the NYHELPs Bond Trustee and of any other costs then payable from the

NYHELPs Indenture; (v) to evidence the discharge and satisfaction of the lien of the

NYHELPs Indenture and cancellation of the NYHELPs Bonds; (vi) to take such other

actions as may be necessary to effect such redemption in accordance with the

NYHELPs Indenture; and (vii) to transfer an amount to be determined that shall not

exceed $250,000 (the “Retained Administrative Funding”) to the order of the Agency

from cash and investment securities constituting Pledged Property and, to the extent

that such Pledged Property is not sufficient to fund such amount, from the Non-

A-3

3557147.2 044826 RSIND

Conforming Loan Fund. The Retained Administrative Funding shall be applied to

administrative costs of the Agency and of the Corporation that are properly allocable

to the NYHELPs Program, including costs incurred in connection with its termination

as described herein. The Agency shall further direct Wilmington Trust, N.A., as

NYHELPs Bond Trustee and as custodian, to transfer the balance of the NYHELPs

Program State Supported Reserve Accounts to the order of the New York State

Division of the Budget (the “Division”).

2. The Agency and the Corporation will forgive all borrower principal and interest and

any collection fee payment obligations on NYHELPs Loans and will provide for

appropriate notice and administration of such forgiveness. Because forgiveness of

most of the NYHELPs Loans will be required under the federal tax arbitrage

regulations applicable to the NYHELPs Bonds to eliminate the currently projected

“excess yield” on the NYHELPs Loans that have been allocable to the NYHELPs

Bonds during the life of the financing, as determined for purposes of such regulations,

such loan forgiveness will be implemented as soon after authorization of this

proposed plan of action as shall be reasonably practicable for operational purposes

and, in any event, prior to the Redemption Date. Any remaining balance of the

Retained Administrative Funding held by the Agency upon the completed payment of

all administrative costs payable to parties other than the Agency, the Corporation and

the NYHELPs Loan servicer shall be transferred to the Corporation as an

administrative fee in connection with NYHELPs Program termination. To the extent

that such transferred amount exceeds the Corporation’s actual costs in connection

with such termination, including without limitation any servicing fees, any balance

shall be transferred by the Corporation to the order of the Division. The aggregate

principal amount of NYHELPs Loans to be forgiven is expected to be approximately

$2,500,000 including loans credited to the NYHELPs Bonds Loan Default Account,

based on the aggregate principal balance due as of December 31, 2020. Without

taking NYHELPs Loan payments during the period from that date to March 1, 2021

into account, it is projected that the aggregate transfers to the State will be

approximately $14,800,000.

3. The Agency and the Corporation will release each other from any and all payment or

performance obligations as between such parties arising under the NYHELPs Act,

implementing regulations and the NYHELPs Program Agreements, other than with

respect to any third party liability arising from the foregoing actions upon the

completion thereof.

As noted above, we expect to provide our Board with materials to approve in connection

with putting this proposed plan of action into effect. Please let me know if you have any

questions or concerns. As you know, we have been working for some time on this matter and

your cooperation and support is much appreciated.

3554370.10 044826 MEM

MEMORANDUM

TO: NEW YORK HIGHER EDUCATION SERVICES CORPORATION

NEW YORK STATE DIVISION OF THE BUDGET

FROM: RUTHANNE VISNAUSKAS

DATE: February 4, 2021

______________________________________________________________________________

This Memorandum is to confirm prior conversations and correspondence relating to the

proposed termination of the active operation of the current New York Higher Education Loan

Program and to provide additional detail as to the currently contemplated actions in connection

with such termination. The first two sentences of Paragraph 2 have been updated and clarified to

address comments received to a previously circulated version of this Memorandum and to reflect

ongoing discussions as to operational aspects of implementing the actions described.

We expect to include this plan in the materials to be sent to our Board on February 4 and

to request approval of the actions described below at its meeting scheduled for February 11.

Accordingly, we would appreciate your acknowledging receipt of this Memorandum and

confirming that it is in accordance with your understanding or advising us of any concerns that

you may have as soon as possible.

As you know, The State of New York Mortgage Agency (the “Agency”) and the New

York State Higher Education Services Corporation (the “Corporation”) established the New

York Higher Education Loan Program for the purpose of making certain student loans to fund

the costs of higher education in New York State (the “NYHELPS Program” and “NYHELPS

Loans”). The NYHELPS Program originated such student loans in 2009-2012, but has not

originated any new loans since then.

When the NYHELPS Program was initiated, the Agency entered into a Financing

Agreement dated as of November 4, 2009 (the “NYHELPs Financing Agreement”) by and

between the Agency and the Corporation and certain ancillary agreements providing for the

origination, acquisition, servicing and collection of the NYHELPs Loans and the administration

of the NYHELPs Program (collectively, with the NYHELPs Financing Agreement, the

“NYHELPs Program Agreements”) were executed.

The NYHELPs Program has been financed, in part, through application of proceeds of

the NYHELPs Education Loan Revenue Bonds, 2009 Series A (the “NYHELPs Bonds”) issued

by the Agency, doing business as the State of New York Higher Education Finance Authority,

pursuant to NYHELPS Education Loan Revenue Bonds General Trust Indenture and a 2009

Series A Trust Indenture, each dated as of November 1, 2009 (collectively, with certain

supplemental certificates delivered by the Agency pursuant thereto, the “NYHELPs Indenture”)

and by and between the Agency and Manufacturers and Traders Trust Company, as trustee

(along with Wilmington Trust, N.A., its successor in trust, the “NYHELPs Bond Trustee”) and,

in part, through application of funds appropriated for such purpose by the State of New York (the

2 3554370.10 044826 MEM

“State”). Wilmington Trust, N.A. holds certain accounts that include appropriated funds or

origination fees as the NYHELPs Bond Trustee or as custodian, which accounts are held for

statutorily mandated NYHELPs Program purposes and do not constitute “Pledged Property”

under the NYHELPs Indenture. These accounts include the “NYHELPs Bonds Loan Default

Account” (which is not held under the Indenture), the “Non-Conforming Loan Account” and the

“Synthetic College Fee Account” (collectively, the “NYHELPs Program State Supported

Reserve Accounts”).

The Agency and the Corporation have determined to terminate the active operation of the

NYHELPs Program and, in connection therewith, to retire the NYHELPs Bonds through the

exercise by the Agency of its right of optional redemption under the NYHELPs Indenture, to

forgive all payment obligations on the NYHELPs Loans currently held under the NYHELPs

Indenture as Pledged Property or credited to the NYHELPs Bonds Loan Default Account and to

transfer remaining funds in excess of federal regulatory and contractual payment requirements

and other administrative costs of the NYHELPs Program to the State.

The aggregate amount of cash and investment securities constituting Pledged Property

that is held by the NYHELPs Bond Trustee as of the date hereof (excluding the NYHELPs

Program State Supported Reserve Accounts) exceeds the aggregate amount of principal and

interest to be payable on the NYHELPs Bonds through March 15, 2021, if redeemed on that

date. It is possible, however that payment of other NYHELPs Program termination costs on the

proposed schedule may exceed the remaining amount of such cash and investments, requiring

application of a small amount of NYHELPs Program State Supported Reserve Account funds.

We currently expect to take the following steps:

1. The Agency shall direct the NYHELPs Bond Trustee: (i) to give notice to the

NYHELPs Bonds of optional redemption at par upon the first business day no less

than 30 days subsequent to the date of such notice (the “Redemption Date”); (ii) to

apply all cash and investments constituting Pledged Property to the extent necessary

to fund the payment of principal and interest upon the NYHELPs Bonds upon the

Redemption Date; (iii) to release all NYHELPs Loans constituting Pledged Property

to the Agency for forgiveness; (iv) to pay or provide for the payment of the fees and

expenses of the NYHELPs Bond Trustee and of any other costs then payable from the

NYHELPs Indenture; (v) to evidence the discharge and satisfaction of the lien of the

NYHELPs Indenture and cancellation of the NYHELPs Bonds; (vi) to take such other

actions as may be necessary to effect such redemption in accordance with the

NYHELPs Indenture; and (vii) to transfer an amount to be determined that shall not

exceed $250,000 (the “Retained Administrative Funding”) to the order of the Agency

from cash and investment securities constituting Pledged Property and, to the extent

that such Pledged Property is not sufficient to fund such amount, from the Non-

Conforming Loan Fund. The Retained Administrative Funding shall be applied to

administrative costs of the Agency and of the Corporation that are properly allocable

to the NYHELPs Program, including costs incurred in connection with its termination

as described herein. The Agency shall further direct Wilmington Trust, N.A., as

NYHELPs Bond Trustee and as custodian, to transfer the balance of the NYHELPs

3 3554370.10 044826 MEM

Program State Supported Reserve Accounts to the order of the New York State

Division of the Budget (the “Division”).

2. The Agency and the Corporation will forgive all borrower principal and interest and

any collection fee payment obligations on NYHELPs Loans and will provide for

appropriate notice and administration of such forgiveness. Because forgiveness of

most of the NYHELPs Loans will be required under the federal tax arbitrage

regulations applicable to the NYHELPs Bonds to eliminate the currently projected

“excess yield” on the NYHELPs Loans that have been allocable to the NYHELPs

Bonds during the life of the financing, as determined for purposes of such regulations,

such loan forgiveness will be implemented as soon after authorization of this

proposed plan of action as shall be reasonably practicable for operational purposes

and, in any event, prior to the Redemption Date. Any remaining balance of the

Retained Administrative Funding held by the Agency upon the completed payment of

all administrative costs payable to parties other than the Agency, the Corporation and

the NYHELPs Loan servicer shall be transferred to the Corporation as an

administrative fee in connection with NYHELPs Program termination. To the extent

that such transferred amount exceeds the Corporation’s actual costs in connection

with such termination, including without limitation any servicing fees, any balance

shall be transferred by the Corporation to the order of the Division. The aggregate

principal amount of NYHELPs Loans to be forgiven is expected to be approximately

$2,500,000 including loans credited to the NYHELPs Bonds Loan Default Account,

based on the aggregate principal balance due as of December 31, 2020. Without

taking NYHELPs Loan payments during the period from that date to March 1, 2021

into account, it is projected that the aggregate transfers to the State will be

approximately $14,800,000.

3. The Agency and the Corporation will release each other from any and all payment or

performance obligations as between such parties arising under the NYHELPs Act,

implementing regulations and the NYHELPs Program Agreements, other than with

respect to any third party liability arising from the foregoing actions upon the

completion thereof.

As noted above, we expect to provide our Board with materials to approve in connection

with putting this proposed plan of action into effect. Please let me know if you have any

questions or concerns. As you know, we have been working for some time on this matter and

your cooperation and support is much appreciated.

ITEM 8:




February 4, 2021

FROM: Rachel Wieder TO: SONYMA Directors

Director of Special Initiatives,

Homeownership and Community Development

SUBJECT: Approval for the SONYMA CRF to partner with NJCC and make an equity contribution of

$1,152,671.85 for the acquisition of 77 non-performing loans sold by HUD.

________________________________________________________________________________________

Overview

New York State Bill No S08141, approved on June 13, 2016 (the “CRF Legislation”), granted authority

to the State of New York Mortgage Agency (SONYMA) to create the Community Restoration Fund (CRF) for

the purpose, among other things, of acquiring residences and purchasing mortgages, or providing monies to

eligible institutions to acquire residences and mortgages, and assist homeowners who may benefit from

foreclosure assistance and to help repurpose vacant, abandoned properties that are a source of neighborhood

blight.

In June 2017, the SONYMA Board adopted a resolution approving the SONYMA CRF to enter into a

partnership agreement with New Jersey Community Capital (NJCC), a nonprofit organization with substantial

experience in successful Non-Performing Loan Pool workouts. The outcomes of the non-performing loans

purchased through this partnership are detailed in the CRF Annual Report.

CRF staff seek approval to enter a new partnership with NJCC for the purpose of participating in a direct

sale with the U.S. Department of Housing and Urban Development (HUD) to acquire a pool of 77 delinquent

loans, in properties which homeowners have abandoned. Properties are in 30 of the 62 New York state counties.

The non-performing pool profile and capital stack are attached.

Request for Authorization

Approve partnership with NJCC and capital commitment.

1

A RESOLUTION OF THE

STATE OF NEW YORK MORTGAGE AGENCY APPROVING LIMITED

LIABILITY PARTNERSHIP AGREEEMENT FOR COMMUNITY RESTORATION

FUND

WHEREAS, on June 16, 2016, legislation sponsored by HCR amending the

SONYMA Act to create a SONMYA subsidiary to be known as the SONYMA Community

Restoration Fund (“SONYMA CRF”) was adopted granting the SONYMA CRF the power

to, among other things, use funds made available to SONYMA, and deposited in the

Community Restoration Fund created under Section 2405-g of the SONYMA Act (the

“CRF”), to acquire, modify and dispose of distressed or underwater mortgages; and

WHEREAS, Public Authorities Law §2827a(2) requires a state authority to file, no

less than sixty days prior to the formation of a subsidiary, notice to the Authorities Budget

Office, the State Comptroller and the State Legislature that it will be creating a subsidiary;

and

WHEREAS, on July 20, 2016, SONYMA filed notice as required under Public

Authorities Law to provide this statutorily required notice and to advise the addressees that

the State of New York Mortgage Agency intended to establish the subsidiary authorized by

Title 17 §2401 on or after September 19, 2016; and

WEHREAS, on August 26, 2016, by a filing with the Secretary of State of the State

of New York, the State of New York Mortgage Agency Community Restoration Fund was

incorporated as a subsidiary of the State of New York Mortgage Agency, having the same

board members as the State of New York Mortgage Agency; and

WHEREAS, the CRF legislation requires that monies in the CRF shall only be

eligible to be used under program guidelines established by the Board of SONYMA in

consultation with an Advisory Council created by SONYMA comprised of a minimum of

seven members, where a majority of the membership is comprised of representatives

from non-profit members of the community with knowledge of foreclosures, housing or

community development needs in communities hard hit by foreclosures; and

WHEREAS, on March 9, 2017, the State of New York Mortgage Agency adopted

a resolution reviewing and approving the Guidelines (the “Guidelines”) of the SONYMA

Community Restoration Fund; and

WHEREAS, one of the provisions of the Guidelines authorizes the CRF to use its

funds to purchase distressed mortgages in partnership with an acceptable expert partner

(such as National Community Capital), in which the CRF leverages its resources with

those of a partner organization to assist a larger number of homeowners; and

WHEREAS, to accomplish this purpose, in June 2017, the SONYMA

Board adopted a resolution approving the SONYMA CRF to enter into a partnership

agreement with New Jersey Community Capital (NJCC), a nonprofit organization with

2

substantial experience in successful Non-Performing Loan Pool workouts, the outcomes of

which partnership are detailed in the CRF Annual Report; and

WHEREAS, the CRF staff seek approval to enter a new partnership with NJCC

for the purpose of participating in a direct sale with the U.S. Department of Housing and

Urban Development (HUD) to acquire a pool of 77 delinquent loans, in properties which

homeowners have abandoned, with properties located in 30 of the 62 New York state

counties, now, therefore, be it;

RESOLVED, by the Agency as follows:

Section 1. The partnership agreement of the CRF with NJCC to acquire a pool

of 77 delinquent loans from HUD is hereby approved.





February 2, 2021

Mr. Wayne Meyer

President

New Jersey Community Capital

Re: Capital Commitment for Direct Sale with HUD of Non-Performing Loan Pool

Dear Mr. Meyer,

I am writing on behalf of the State of New York Mortgage Agency Community Restoration Fund (the

SONYMA CRF) to acknowledge our commitment to enter a partnership with New Jersey Community Capital

(NJCC) for the purpose of acquiring a non-performing loan pool from the U.S. Department of Housing and

Urban Development (HUD) and administering the ReStart Program, under the Guidelines previously approved

by the SONYMA CRF.

Pending SONYMA Board approval and the execution of a Partnership and Operating Agreement

satisfactory to SONYMA, we will commit $1,152,671.85 in CRF subsidy to this initiative. We anticipate

being able to present this item to the SONYMA Board on February 11, 2021 for approval. Thank you in

advance for your commitment to helping restore neighborhoods in New York through this important

partnership.

Sincerely,

Dina Levy

Senior Vice President, Homeownership & Community Development

New York State Homes and Community Renewal

POOL PROFILE $$ Amount

Loan Count 77

Est. Unpaid Principal Balance $12,003,303.35

COUNTY COUNT

DUTCHESS 1

ORANGE 6

PUTNAM 1

ROCKLAND 1

SULLIVAN 3

CATTARAUGUS 1

ERIE 2

NIAGARA 1

NASSAU 1

SUFFOLK 5

RICHMOND 2

ALBANY 3

RENSSELAER 5

SARATOGA 3

SCHENECTADY 5

WASHINGTON 1

FULTON 3

MONTGOMERY 1

HERKIMER 1

ONEIDA 4

MADISON 2

ONONDAGA 7

OSWEGO 3

MONROE 5

CLINTON 1

JEFFERSON 2

BROOME 3

STEUBEN 1

TIOGA 1

TOMPKINS 2

TOTALS 77

Capital Structure Dollar Amount of Loan Pool

Senior Debt $9,221,374.78

Equity $2,305,343.70

TOTALS $11,526,718.48

Company Operating Budget and Investment Summary

HUD DIRECT SALE 2021

CAPITAL STACK AND ESTIMATED RETURN SUMMARY

Equity Investor Members EST Projected Investment Amt

SONYMA (50%) $1,152,671.85

NJCC (50%) $1,152,671.85

TOTALS $2,305,343.70

1

February 2, 2021 The Honorable Andrew M. Cuomo Governor of New York State NYS State Capitol Building Albany, NY 12224 The Honorable Carl E. Heastie Speaker of the NYS Assembly LOB 932 Albany, NY 12248 The Honorable William A. Barclay Minority Leader of the NYS Assembly LOB 933 Albany, NY 12248 The Honorable Andrea Stewart-Cousin Temporary President & Majority Leader of the NYS Senate NYS Capitol Building, Room 907 Albany, NY 12247 The Honorable Robert G. Ortt Minority Leader of the NYS Senate LOB – Room 315 Albany, NY 12247 Dear Sirs and Madams, On June 23, 2016, the Governor of the State of New York signed Chapter 72 of the Laws of 2016 amending Public Authorities Law Title 17 §2401 et. seq., to authorize the State of New York Mortgage Agency (the “Agency”) to establish a subsidiary corporation to assist homeowners in the state of New York who have been affected by the national mortgage crisis. On August 16, 2016, the Board of Directors of the State of New York Mortgage Agency adopted a resolution authorizing, among other things, the creation of the “The State of New York Mortgage Agency Community Restoration Fund” as a subsidiary public benefit corporation of the State of New York Mortgage Agency (“SONYMA CRF”). §2405-f(7) of the Public Authorities Law requires, in part, that the SONYMA CRF shall annually submit a report to the governor, speaker of the assembly, the minority leader of the senate a report which details the use of funds by the agency for programs under this section, and of the use of funds for each eligible institution receiving funds under this section. The purpose of this letter, therefore, is to provide this statutorily required report detailing the progress of the SONYMA Community Restoration Fund.

Very truly yours, RuthAnne Visnauskas Commissioner/CEO

2

The SONYMA Community Restoration Fund Annual Report As of January 2021 The mission of the SONYMA Community Restoration Fund (CRF) is to address the aftermath of the foreclosure crisis in New York. It is a Fund legislatively empowered to acquire underwater mortgages and provide homeowners with loan modification solutions, homeowner foreclosure counseling, and property acquisition and rehabilitation. The CRF leverages public and private dollars and uses HCR’s network of partners in community development, housing counseling, and other actors who play critical roles in maximizing the chances of successful neighborhood outcomes. The CRF strategy is twofold: keeping families in their homes by avoiding foreclosure, as well as quickly returning abandoned homes to the market for new occupancy. Foreclosure prevention is done by providing homeowners with loan modification solutions, such as principal reduction, as well as one-on-one counseling to protect them from displacement, ultimately setting them up for long-term success. Re-occupancy of abandoned homes is done through foreclosures, short-sales or acquisitions and then home rehabilitation, re-sale or re-purposing of properties. Since its creation in June of 2016, accomplishments of the CRF include:

• Forming an advisory council of nonprofit and private sector experts on housing and foreclosure to guide the creation of modification and program guidelines.

• Becoming the repository of funds as follows: o In November 2016, the CRF received $10,115,000 in bank settlement funds from the New York State

Attorney General’s Office (NYSOAG). o In August 2017, the CRF received $1,000,000 from the New York State Mortgage Insurance Fund (MIF)

through a legislative appropriation, aimed to assist Community Land Trusts (CLTs) in the development of permanently affordable housing.

o In May 2018, the CRF received $11,304,350 in bank settlement funds from the NYSOAG. o In March 2019, the CRF received $429,974 from the New York State Economic Development Corporation

(NYSESD) under the Buffalo Neighborhood Stabilization.

• Forming partnerships to assist homeowners at risk: o In May 2017, the CRF formed a partnership with New Jersey Community Capital (NJCC), a nonprofit

organization with substantial experience in successful Non-Performing Loan Pool workouts. The CRF used the initial $10.1 million investment to raise approximately $112 million in private funding: a more than 11 to 1 leverage ratio. The CRF purchased 570 distressed mortgages in three nonperforming loan sales. The total unpaid principal balance of the mortgages is $140,470,215. The properties are in 9 of the New York’s 10 economic development regions and 39 of New York’s 62 counties. (Exhibit A)

▪ In May 2017, the CRF spent $2,466,513 to purchase 35 delinquent mortgage notes in a Community Impact Pool (CIP) sale by Fannie Mae. The total unpaid principal balance of the notes was $3,793,766.

▪ In June 2017, the CRF spent $57,151,446 to purchase 363 delinquent mortgage notes from Neuberger Berman. The total unpaid principal balance of the notes was $89,346,433.

▪ In January 2018, the CRF spent $28,433,913 to purchase 172 delinquent mortgage notes from Fannie Mae. The total unpaid principal balance of the notes was $47,330,016.

3

▪ In 2018, the CRF started liquidating assets through reperforming loan sales, non-performing loan sales, and REO neighborhood stabilization dispositions. A status report for the liquidation of the CRF is in Exhibit C.

▪ Status of the CRF partnership with NJCC as of January 2021 is summarized and explained in Exhibit B.

o In February 2019, the CRF formed a partnership with three (3) New York-based Community Development Financial Institutions (CDFIs) – the Community Loan Fund of the Capital Region, the Long Island Housing Partnership, and UHAB Homeownership Lending. These CDFIs were each awarded $333,000 for down payment assistance, pre-development, acquisition/rehab and home improvement loans and grants in support of CLTs in their communities. Currently, the CRF has disbursed $189,010.63 of the awarded funds for down payment assistance and rehabilitation of distressed CLT-owned properties.

o In May 2019, the CRF formed a partnership with the Center for NYC Neighborhoods, Inc. through its wholly-owned subsidiary and CDFI, Sustainable Neighborhoods LLC (“SN”). The pilot program seeks to assist homeowners at risk of foreclosure who have been working with non-profit legal services providers and/or housing counselors in attempt to retain ownership of their homes. The CRF contributed $1,300,000 in subsidy to the pilot program, which leveraged an additional $1,550,000. To-date, SN has received and reviewed 36 loan applications from non-profit housing counselors and legal services providers. SN has refinanced loans for 3 applicants, totaling $405,785.25 in amortizing first mortgages and $18,850.94 in deferred second liens. Borrowers’ properties are in Suffolk, Kings, and Chemung Counties.

4

Exhibit A

Economic Development Region Mortgages

Capital District 47

Central New York 13

Finger Lakes 19

Long Island 295

Mid-Hudson 132

Mohawk Valley 8

North Country 4

Southern Tier 9

Western New York 43

Grand Total 570

5

Exhibit B

Program Status Explanation of Status As of 02/2018

As of 02/2019

As of 02/2020

As of 02/2021

Initial Contact Established w/Borrower. Outcome Not Yet Determined.

Borrower has been reached by Servicer or Nonprofit Housing Counselor to explain program and attempt negotiating modification

63 113 9 9

Unable to Establish Contact w/Borrower

Neither the Servicer nor Nonprofit Housing Counselor have been able to establish contact with the Borrower.

0 103 0 0

Pre-Modification Underwriting and approving of modification in process.

52 18 16 2

Trial Modification

Borrower has been approved for modification and must make payments for negotiated trial period (usually 3 months) before modification becomes permanent

10 19 3 2

Modified

Borrower successfully completed trial period and modification is now permanent. Borrower is current and performing.

20 96 144 126

Not Performing on Mod Borrower missed payments on either their trial or permanent modification.

0 2 22 27

Current. No Action Required.

Borrower resolved delinquency without CRF Program Support. If borrower redefaults, nonprofit will reach out and offer program to assist in achieving long-term sustainable performance of loan.

17 25 2 1

Full Payoff. No Action Required.

Loan was refinanced or paid off by borrower.

5 0 30 36

Pre-Soft Landing Requested either a deed-in-lieu or short sale, and if not, foreclosure will occur.

24 27 6 2

Pre-Foreclosure Borrower refuses soft-landing option or property is vacant, foreclosure proceedings in process.

158 5 109 3

Soft-Landing Deed-In-Lieu of Foreclosure or Short Sale Executed negotiated with transitional assistance for borrower.

7 64 47 49

Foreclosure / REO

Property becomes owned real estate by Fund which will attempt to sell to a nonprofit or owner-occupant for use as affordable housing.

42 98 182 313

New CIP Pool Acquired Jan 2018

Not yet onboarded from current Servicer.

172 0 0 0

Total Loans 570 570 570 570

6

Exhibit C

Disposition Assets Liquidated

Asset Liquidated 384

Full Payoff Completed 36

REO Sold to Nonprofit 19

REO Sold to Owner Occupant 101

REO Sold to 3rd Party 59

Reperforming Loan Sold 106

Short Sale Closed 47

Sold to 3rd Party at Fcl Sale 16

Asset Not Liquidated 186

Grand Total 570

MIF INFORMATION ITEM:

ITEM 9:

SONYMA SURTAX Revenue by Month For The Periods:

Report Date: 04-Feb-21

2020-2021 2019-2020 2018-2019

CURRENT S/Y PRIOR S/Y PRIOR S/Y

April 11,929,788 10,486,711 10,958,241

May 6,805,927 14,748,529 12,946,879

June 7,804,976 11,118,053 15,263,668

July 9,514,499 16,141,038 10,732,726

August 10,819,476 12,227,462 15,694,913

September 7,525,291 12,808,580 12,323,278

October 10,627,375 14,861,366 9,901,062

November 11,855,902 14,366,728 15,245,991

December 9,810,738 11,698,157 14,025,534

January 12,821,119 16,531,680 19,453,950

February 0 16,306,852 17,866,899

March 0 11,020,112 8,779,860

Totals: 99,515,091 162,315,268 163,193,001

SUMMARY

CURRENT 2020-2021 2019-2020 2018-2019

RECEIPTS STATUTE YEAR STATUTE YEAR STATUTE YEAR

MONTH OF JANUARY: 12,821,119 16,531,680 19,453,950

STATUTE YEAR TO DATE: 99,515,091 134,988,304 136,546,242

MONTHLY TAX SURCHARGE COLLECTIONS AS OF JANUARY, 2021

Statute Year 2018-2019, 2019-2020, 2020-2021

ITEM 10:

AHC CONSENT ITEM:

ITEM 10:

ffiffiWYffiffi*{$T&) [ 0r*FP*RTUI,}]I Y

ANDREW M. CUOMOGovernor

FROM:

SUBJECT:

The attached resolution is prescntcd to authorize funding of cerlain applications for new

awards. The attached Status of Funds Report and Schedule of Projects ("Schedule"). as well as

the Proiect Data fbrms attached to this memorandum. provide background about the applicants

and important details with respect to the key f-eatures of the respective proiects for which awards

are sought.

AHODP PROGRAM AWARDS

The total amount of the Affordable Home Ownership Development Program ("AHODP")awards being sought pursuant to the resolution is $8,497,500 for the new construction.

rehabilitation, or improvement of an estimated 250 units. of which $1,205.000 and 54 units are

allocabf e to projects located outside, and $l ,292.500 and I 96 units are allocable to projects located

inside of the City of New York. Such awards and the furthcr implemcntation of AHODP are

discussed below in this memorandum and in the Status of Fund Report attached hereto.

'l'he AI{ODP recommendation expressed hercin is bascd on the procedures and criteriaoutlined in the Notices of Funding Availability and Review Criteria, copies of which have been

furnished to applicants and past grantccs. and to thc Menrbers.

Funding of the awards. if approved b1, the Members. will be derived lioni fr,rnds legally

available to the Corporation fbr sr"rch purposes. 1o the extent thereol. LJpon authorization of thc

awards recommended under the resolution. the total amount of AHODP grant funds awarded to

projects in the City of New York will remain below the 50% annual cumulative cap set forth inthe statute.

SEQRA STATUS OF' PROJECTS

All of the pro.iects which are being recommended fbr AIIODP awards under the attached

resolution are classif-ied as "Type II" actions lor State Environmerrtal Quality Review' .Act

t

( tlscrs,AbbaiDocunrenrs,i\H('rAll('A\\atulsltenl-\leflorindunr-\:-:a):l-l'1-NonN\C&\\'(l'roiects.\ll1\pell\doc\

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RUTHANNE VISNAUSKASCommissioner/CEO

February 4.2021

Dominic A. MarlelloVice President

Resolution authorizing

and outside of the City

TO: AHC Members

awards of grant funds for certain projccts located inside

of'New York

("SEQRA") purposes, and as such require no action by the Members. With respect to each such

project. AHC's Environmental Services Unit has conducted a review and issued a State

Environmental Quality Review ("SEQR") Determination with respect thereto. pursuant to Part 617

of the SEQR regulations. pertaining to Articlc 8 o1 thc Environmental Conservation Law. With

regard to each such project. AHC has detcrmined that thc proposed action is classified as a T'ype

II SEQR Action. l'herefbre such projects will not have a signilicant adverse eftect on the

environment and do not require any SEQR determination or procedure under 6 NYCRR Part 617.

All other necessary SEQRA requirements have been met prior to the awarding of any funds.

SMART GROWTH

Certain types of AHC projects are categorically not subjcct to the New York State Smart

Gromh Public Infrastructure Policy Act ("Smart Growth Acl"). Those projects that are

deterntined by staff to be subiect to the Smart Growth Act are reviewed by the NYSI{CR Smarl

Growth Advisory Contmittce ("Smart Growth Comnrittcc"). Any AFIC award tbr such a project

is subiect to such a compliance review by the Smart Growth Committee.

RECOMMENDATION

'l'ransmitted and recommended for your approval is a resolution delegating to the President

and Chief llxecutive Olllcer or the designee thcreof. authority to makc arvards to thc applicants

fbr the pro.lects described in the attacl'red Schedule, Proiect Data fbrms, and other rllatcrials. I1-the

resolution is adopted, notice will be given to each applicant that its application has been approved,

and that the award will be forthcoming provided that thcre is compliance with all necessary

requirements.

1L

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New York State Affordable Housing CorporationMembers' Meeting, February ll,202l Resolution

F'iscal Ycar 2020 - 2021

Status of Funds Report

Fiscal Year 18-19 & l9-20 FundsAllocation

Awarded to Date

Current BalanccAwards Expected - I'his Meeting

Remaining Balance

Fiscal Year 20-21 FundsAllocation

Awarded to Date

Current Balance

Reallocation of Funds

Awards Expected - This MeetingRemaining Balance

Recarrtured FundsBalance as of 12131120

Additional F-unds Recaptured 111121

through ll3ll2lAwards Expected - This Meeting

New Balance

Total Available for Awards33,,843,949.24

NYC Proje-cls

$ 13"852.049.52

$ ( 1 ,242,500.00)$ 12,609,,549.52

$ (7.)72.s00)

Non-NYC Projects

13.000.000.00

(9.388.100.28)$

$

$

$

$

$

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$

$

$

3,611,899.72( 1 .20s.000.00)

s 5,437,049.52

NYC Projectp_

13,000.000.00

13,000,000.00

13,000,000.00

$ 120.000.00

$ ( 120,000.00)

$

18,,437,049.52

2,406,999.72

Non-NYC Projects

13,000,000.00

13,000,000.00

13,000,000.00

$

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PROJECT DATA: Utica Residential F-agade & Housing Stabilization Program III (5R44)

REQUESTED ACTION: Authorization to award grar-rt lunds in the anloLrnt ol'$605.000

Project Descriptiono The proposed home improvement of approximalely 32 units located on scattered sites in the City of Utica.

Oneida County (Region 5).

Public Purpose. The grants will be limited to households earning no more than 112% of HUD's Low-lncome

[.imits. ad.iusted for family size. for Oneida County.

Financing Structure. New York State Affordable Housing Corporation (''AHC") funds in the amount of $605.000. or an

average of $18,906 per unit. will be provided as permancnt linancing and an adrninistration Ibc.o Totalhome improvement cost ("THIC-") of $1.472.500" or an average of $46.016 pcr unit. will be ftrnded

by AHC (41J% of THIC). Community Iroundation (8.O%of 'l'HIC), and othcr subsidies (50.9%of'ftllC).. An administrative fee of $60,500, or an average of $1.891 per home, will be funded by AHC.

Subsidy. Lead Hazard Reduction Grant in the amount of $600,000. or an average of $18,750 per unit, provided by

the Department of Housing and Urban Development.o HOME funds in the amount of $150,000, or an average of $4,688 pcr unit, provided by thc City of Utica.

Grantee and Development Team. Since l9T9,lltrcaNeighborhood Housing Services, Inc.. DBA FlomeOwnershipCenter ("IJOC") has been

scrving the needs of low-income families throughout tJie Mohawk Valley. IIOC has received five AHCawards.

o Contractors will be selected through a competitivc bidding process.

Environmental. A[lC has determined that the proposed action is classified as a Type II SIIQR Action. 'l'herefbrc. the

project will not have a significant adverse effect on the environment and does not require any other SIIQRdetermination or procedure under 6 NYCRR Part 617.

Background Review. Background reviews of the llomeOwnersipCenter. and its executive director, Danielle Smith. including a

rer.'iew of a LexisNexis search, have been conducted. the results of which are under review.

Economic Opportunity & Partnership Developmento This Project is anticipated to meet the Agenc,v's Minority and Women-owned Business Enterprise

("MWBE") and Service-Disabled Veteran-owned Br.rsiness ("SDVOB") participation goals. Prior to theexecution of a grant agreement" a cosl analysis will be completed to set the flnal levels of participation.

I LL(i \L t J \1F\1BERS.\ll( -lLr9th l(rl1 Februar\ I I Prqecr Dara 5R-1.1-LR do.\

PROJECT DATA: Washington Home Improvement Program (6R05)

REQUESTED ACTION: Authorization to award grant funds in the amount of $350,000

Project Descriptiono The proposed home itnprovement ol- approximately 12 units located on scattered sites in

Washington Cor-rnly (Region 6).

Public Purposeo This Pro.iect will target households at or below 80% of Area Median Income ("AMI") with a

rnaximum allowable income limit of 112% of HUD's Low Income Limit, adjusted lor farnily size, fbrWashington County.

Financing Structureo New York State Affordable IIoLrsing Corporation ("AHC") fLrnds of $350.000. or an average of $29, 167 per

unit, will be providcd as penranent financing.o Total lrome irnprovement cost ("THIC") of approxirnatcly $6.14,250, or an average of $53.688

per unit. will be funded by AHC (54.3% of THIC) and othcr sLrbsidies (45.7% of THIC).o An administrative fee of $35,000, or an average of $2,917 per Lrnit. will be lLrnded b1,AHC.

Subsidyo HOME lunds in the amount of $266,250. or an average of $22,188 per r-rnit. provided by the Ner.v York State

Housing l-rust I"und Corporation.o RESTORE, funds in the amount of $20,000, or an average of $1.667 per unit, provided by the New York

State Housing T'rr:st Fund Corporation.o Weatherization Prograrn funds in the amount of $6,000, or an average of $500 per unit provided by'

Waslrington County Economic Opportunity Council.o E,tnergency Home Repair Funds in the arnount of $2,000, or an average of $167 per unit, provided bv

HorneFront Development Corporation.

Grantee and Development Teamo [.lorneFront Developrnent Corporation ("HorneFront"). a not-fbr-profit organization was fbLrnded in 1988 to

irnplement programs that extend aftordable Iror"rsing opportunities to low-incorne, rnoderate-income. andspecial needs lrouseholds. HorneFront has received four previor-rs AHC arvards.

o Contractors will be selected through a competitive bidding process.

Environmentalo AHC ltas detennincd that the proposed action is classifled as a Type II SEQR Action. l'lrerefbre. the Project

rvill not have a significant advcrsc effsct on the environr.nent and does not require any other SEQRdetennination or procedure under 6 NYCRR Part 617.

Background Reviewo I background review of HorneFront and its E,xecutive Director. Rebecca Heath, inclr"rding a Lexis,Alexis

search, lras been conducted, the results of which are satislactory.

Economic Opportunity & Partnership Developmento This Project is anticipaled to rneet the Agency's Minority and Women-owned Business E,nterprise

("MWBE") and Service-Disabled Veteran-orvned Business ("SDVOB") participation goals. Prior to theexecution ola grant agreernent. a cost analysis will be cornpleted to set the final levels of participation.

C L sers .\blra Dornloads P(Iecr l)ata 6R0i doc\

PROJECT DATA: ANCP 993-995 UNION AVE CLUSTBR (AHC #l0R3S)

REOUIISTED ACTION: _autnorization to a srant funds in the amount of $2.760.000

Project Descriptiono The proposed acquisition and rehabilitation of 71 units, olwhich 69 will be AFlC-assisted, to

be located within fbur buildings in Bronx County (Region 10).

Public Purposco The awards will be provided to households basecl on a tiered income structure acl.justed fbr

f-amily size, lbr Ilronx County, as fbliows: $40,000 to households earning no more tl"tat ll2o/oand $32,500 to households earning no nlore than 13lo/o of HIJI)'s Low-lncome Limits.

Financing Structurer New York State Affordable Housing Oorporation ("AHC") funds in the amount of $2,760,000,

or an average of$40,000 per unit.r Total development cost ("]'DC") of $31 ,908,549, or an average of $462 ,443 per AHC-assisted

unit. Construction financing will be provided by the New York City Departrnent of HousingPreservation and Development ("HPD") City Capital Funds (58% of T'DC), a construction loanfiorn Community Preservation Corporation ("CPC") (35.9% of TDC), defbrred developer f'ee(3.9% of TDC), deferred reserve (1.1% of TDC) and developer equity (0.5% of TDC).Permanent financing willbe provided by ALIC (8.6% of TDC), HPD City Capital Funds (57.9%oITDC), CPC bank loan (9.3% of TDC) and sales proceeds (24.2% of TDC).

Subsidyo There are no other subsidies in this I'ro.iect.

Grantee and Development Teamo Restoring Communities Housing Development Fund Corporation ("1{estoring Communities")

is a nonprofit organization with extensive experience in creating affordable homeownershipopportunities. Restoring Communities and their affiliates have experience administeringthirteen Ai{C grants and assisting three organizations with completing their awarded AHCapplications.

r [.ong Union Developers, LLC ("Long Union") the proposed developer, has previously workedwith Restoring Communities' afhliate entity, Restored Homes, HDFC ("Restored Homes") onvarious pro.iects under HPD's Third Party Transfer Program.

Environmentalo AHC has determined that the proposed action is classif-red as a Type II SEQR Action. Therelbre,

the Project will not have a significant adverse effect on the environment and does not requireany other SE,QR determination or procedure under 6 NYCRR l'>art 617 .

Background Review. A background review of Restoring Conununities and its Executive Director, Salvatore D'Avola,

and Long lJnion Developers and its Principal, Sarr"ratha Magistro, has been conducted, theresults of which are under review.

Economic Opportunity & Partnership Development. This Project is anticipated to rneet the Agency's Minority and Women-owned Business

Enterprise ("MWBE") and Service-Disabled Veteran-owned Business ("SDVOB") participation

C \Users\Abba\Do\vnloads\Proiect Data l0R:18'UR docx

PROJECT DATA: ANCP 2274 Aclam Clayton Powell Cluster (AHC #10R61)

REOUESTED ACTION: Authorization to award erant funds in the amount of $2.385.000

Project Description. lhe proposed acquisition and rehabilitation of 60 units to be locatcd within four buildings in

New York County (Region 10).

Public Purposeo The awards will be provided to households based on a tiered income structure adjusted fbr

family size, fbr Ncw York County, as fbllows: $40.000 to households earning no morc that112% and $32,500 to households earning no more than I 37o/o of H[JD's Low-lncome Limits.

Financing Structureo New York State Affordable Housing Corporation ("AHC") funds in the amount of $2,385,000.

or an average of $39,750 per unit. to be provided as permanent financing.o Total development cost ("TDC") of approximately $19,88J.202, or an average of $331,453 per

unit. Construction financing u,ill be provided by the New York City Department of HousingPreservation and Development ("HPl)") City Capital Funds (54% of TDC), a construction loan

fiom Community Preservation Corporation ("CPC") (39"/o of l'DC), a delbrred devcloper f'ee

(4% of TDC), deferred reserve (2% ol'fDC) and developer equity (1% of TDC). Permanent

financing will be provided by AHC (12% ol TDC), HPD (54% of TDC). CPC ( 1 )oh of TDC)and sales proceeds Qa% otTDC).

Subsidy. There are no other subsidies in this Project.

Grantee and Development Teamo Restoring Communities Housing Development F'und Corporation ("Restoring Contmunities")

is a nonprofit organization with extensive experience in creating affordable homeownership

opportunities. Restoring Communities and their affiliates have experience administering 14

AHC grants and assisting three organizations with completing their awarded AHC applications.

Environmental. AHC has determined that the proposed action is classified as a Type ll SIIQR Action. 'fherefore.

the Project will not have a significant adverse effect on the environment and does not require

any other SEQR determination or procedure under 6 NYCRR ParI617.

Background Reviewo A background review-of Restoring Communities and its Executive Director, Salvatore D'Avola"

including a review o1'LexisNexis scarches ol news accounts and pr-rblic records. has bcen

conducted. the results of which are under revievn'.

Economic Opportunity & Partnership Development. This Project is anticipated to meet the Agency's Minority and Women-owned Business

Enterprise ("MWBE") and Service-Disabled Veteran-owned Business ("SDVOB") participation

goals. Prior to the execution of a grant agreement, a cost analysis will be completed to set the

final levels of participation.

C Lseri AL.ba Dourloarl: Pro;ect Dala 1(rltbl t.R docr

PROJECT DATA: Bed Stuy Central - Open Door Program (AHC #10R66)

REOUESTED ACTION: Authorization to award erant funds in the amount of $985.000

Project Description. Thc proposed new construction of 3 1 units to be located within two two-family homes and nine

three-family homes in Kings County (Region 10).

Puhlic Purposeo The awards will be provided to households earning no more than 1 50oh of llUD's Low-lncome

Limits based on a tiered income structure, adjusted for lamily size.

Financing Structureo New York State Affordable Housing Corporation ("AHC") funds in the amount of $985.000.

or an avcrage of $3 1.774 per unit. to be provided as permanent financing.o Total development cost ("TDC") of approximately $15,573.440. or an average of $502.369 per

unit. Construction financing will be provided by the New York City Department of HousingPreservation and Development ("HPD") City Capital Funds (42% otTDC), a construction loan(39% of TDC), a deferred developer fee (9o/o of 'l'DC), and developer equity (10% of TDC).Permanent financing will be provided by AHC (6% of TDC). HPD (42% of 'l'DC), and sales

proceeds (52% of TDC).

Subsidyo HPD City Capital (used fbr TDC, see above)

Grantee and Development Teamo Restoring Communities Housing Development Fund Corporation ("Restoring Communities")

is a nonprofit organization with extensive expcrience in creating af'fordable homeownership

opportunities. Restoring Communities and their affrliates have experience administering l3AHC grants and assisting three organizations with completing their awarded AHC applications.

o The Project's developer, selected by HPD. is Bed Stuy Best LLC, an affiliate of Heritage V.LLC and Shelter Rock Builders LLC.

Environmentalo AFIC has detennined that the proposed action is classified as a I'ype II SEQR Action. Therefbre.

the Project will not have a significant adverse effect on the environment and does not require

any other SEQR determination or procedure under 6 NYCRR Patt 617.

Background Reviewo A background review of Restoring Communities and its Ilxecutive Director. Salvatore D'Avola.

including a review of Lexis,Nexis searches ol- news accounts and public records. has been

conducted. the results of which are under review.

Economic Opportunity & Partncrship Developmento This Project is anticipated to meet the Agency's Minoritl, and Wotnen-ow'ned Business

Elterprise ("MWBE") and Scrvice-Disabled Veteran-ou'ned Business ("SDVOB") participation

goals. Prior to the execution of a grant agreement, a cost analysis will bc completed to set thc


PROJECT DATA: Small Homes Rehab NYCHA Program Cluster fII (10R70)

ESTED ACTI thorization to aw ant funds tol$1.162.500

Project Descriptiono The proposed acquisition and rehabilitation of approximately 36 units located on scattered sites

in Bronx, Kings, Queens, and New York Counties (Region l0).

Public Purpose. l-he grants will bc Iirnited to households earning no more than I50Y. of IIUD's l-ow-lncomc

Limits, adjusted fbr f-arnily sizc, for the above-ref-erenced Counties.

Financing Structureo New York State Affordable l.{ousing Corporation ("AHC") funds in the arnount of $ 1.162,500. or

an average of $32,292 per unit.o 'l'otal developrnent cost ("TDC") of $18.772.696. or an average of $521.464 per unit.

Construction financing will be provided by an IIPD loan (15.5% of 'l-D) and JPMorgan Chase(84.5% of TD). Permanent financing will be l'unded by AHC (6.2% of TDC), HPD Subsidy(31.8% of 'l'DC), and conventional horneowner mofigages and equity (56% of 't'DC).

Subsidyo There are no other subsidies.

Grantee and Development Teamo Restoring Urban Neighborhoods. LLC ("RUN. LLC") is a single purpose entity comprised of

the staff of the parent organization, Neighborhood Restore. IIDFC. Established in 2009, RLN.LLC partners with HPD to facilitate the transler of lender-owned real cstate to qualilied low-and moderate-income homebuyers. Restoring Communities and their aff-iliates haveexperience administering 14 ALIC grants and assisting three organizations with completingtheir awarded AHC applications.

Environmental. AHC has determined that the proposed action is classilled as a Type II SEQR Action. Therefbrc.

the Project will not have a significant adverse ef'tcct on the environment and does not reqr.rirc

any other SEQR deterrrination or procedure under 6 NYCRR Part 617.

Background Reviewo I background review of Restoring Urban Neighborhoods, LLC. and its Chief Operating

Officer" Salvatore D'Avola. has been conducted. the results of which are under review.

Economic Opportunity & Partnership Developmento This Project is anticipated to meet the Agency's Minority and Women-owned Business

Enterprise ("MWBIl") and Service-Disabled Veteran-owned Business ("SDVOB") participatiorrgoals. Prior to the execution of a grant agreement. a cost analysis lvill be corrpleted to set the


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PROJECT DATA: 2019 RRC Ar{C HrP (11R33)

ESTED A tlon to a nt funds in amount ol 0.000

Project Descriptiono The proposed home improvement of approximately 10 units located on scattercd sitcs in

Cattaraugus, Wyoming. and Erie Counties (Region I l).

Public Purposeo The grants will be limited to households earning no more than I 12o/o of HUD's Low Income

Limits, adjusted for family size, for cattaraugus, wyoming, and Erie counties.

Financing Structureo New York State Affordable l[ousing Corporation ("AHC") funds of $250.000. or an average

of $25.000 per unit. will be provided as permanent financing and adn'rinislrative fees.o Total home improvcrnent cost ("1'HIC") of approximately $250.000. or $25.000 per unit. will

be funded by AIIC (100% of THIC).r An administrative lbe in the amount of $25.000, or an average of $2,500 per home. will be

funded by ALIC.

Subsidyo There are no other subsidies associated with this projcct.

Grantee and Development Teamo Rural Revitalization Corporation ("RRC") w,as incorporated in 1982 to service Cattaraugus,

southern lrrie and parl of Wyoming Counties. RRC has been the recipient of 14 previous AHCawards.

o contractors will be selected through a competitive bidding process.

Background Reviewo A background review of RRC, and its Principal. has been conducted. the results of which are

under review.

Economic Opportunity & Partnership Developmcnto This Project is anticipated to meet the Agcncy's Minority and Women-owned Business

Enterprise ("MWBE") and Service-Disabled Veteran-owned Business ("SDVOB")participation goals. Prior 1o the execution of a grant agrcement. a cost analysis will becompleted to set the f-rnal levels of participation.

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A RESOLUTION OF 1'IIENEW YORK STATE AFFORDABLE HOUSING CORPORA'IION

AUTIIORIZING AWARDS OF GRANT FUNDSF OR CIrR'fAIN PROJITCTS

I,OCATED INSIDE AND OUTSIDE.fHE CITY OF NEW YORK

WHEREAS, the New York State Affordable Housing Corporation ("Corporation") hasbeen established pursuant to Section 45-b of the Private Housing Finance Law ("Law"). and theAf-tordable Home Ownership Development Program ("Program") has been created and establishedpursuant to Article 19 of the Law: and

WHEIIEAS. the Corporation has created and established the Affordable HousingDevelopment Account ("Account") pursuant to Section 59-b of the [,aw; and

WHEREAS, within the limit of lunds available for the Program pursuant to the I-aw. theCorporatiorr is authorized to enter into contracts with eligible applicants to provide grants to suchapplicants to finance af1brdable home ownership development program pro.iects subiect to thcterms and conditions of Article l9 of the Law: and

WHEREAS. the Corporation has received several applications (each an "Application")from certain applicants (each an "Applicant") fbr awards of grant funds under the Program tocertain projects (each a "Project"), as set fbrth in the annexed Schedule of Projects ("Schedule")and other materials accompanying this resolution; and

WHEREAS. such Applications have been reviewed in accordance with the requirementsof Section 1112 of the Law and funds have been determined to be available from the Account: and

WHEREAS, pursuant to the requirements of the State Environmental Quality Rcview("SEQR") act, the Applications havc been reviewed and fbund to concern Proiects each of rvhichhas been classified as a Type II SEQR Action not having a significant adverse eflect on theenvironment. and not requiring an environmental impact statement or any determination or furtherprocedure under the applicable SIIQR regulations: and

WI{EREAS, the Corporation's stall'has reviewed the proposals lbr awards presented

herewith and believes that the Projects will promote home ownership fbr persons of low and

moderate income, and in turn. promote the development. stabilization. and preservation ofneighborhoods and communities, and. therefbre. staff recommcnds authorization of awards to theApplicants fbr the respective Projects and respectfully recommends that the Members adopt theattached resolution: and

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WHEREAS. the Corporation desires to authorize the President and Chief Executive Officerto make awards of grant funds to the Applicants; now. therefore. be it

RESOLVED, by the Members of the Corporarion, as follows:

Section l. I'he Corporation hereby flnds that the Applications submitted b1, thcApplicants conform to the requirements o1'section 1112(1) of the Law and that cerlain of sucl.rApplications are fbr high cost projects or Ibr pro.jects which will rcceive federal rural developmentservice (or other successors to the fbrmer farmers homc administration) financing, as set forth inthe annexed Project Data forms fbr the respective Projects.

Section 2. The Corporation further finds that eacli of the Applications contains a planwhich meets the requirements of Section 1112(2) of the Lau,.

Section 3. The Corporation further finds that prefbrence has becn given to theApplications set Ibfth on the annexed Schedule in accordance w'ith the requirentents of Section1l l2(3) o1'the Law.

Section 4. The Corporation lirrther finds that there is a strong probability that the privateinvestment in the Applicants' Pro.iects would not be made without the reconrmended grants andthat the grants will not substitute lor private funds which otherwise would be available to theProjects.

Section 5. The Corporation hereby delegates authority to the President and ChiefExecutive Officer and the designee thereof to make awards of grant funds and to issue conditionalaward letters to the Applicants, upon the completion of processing and compliance with allnecessary requirements, for grants in amounts not to exceed the respective amounts set forth in theannexed Schedule for the Projects referred to therein.

Section 6. The obligation of the Corporation to make such awards shall be conditionedupon the respective Applicant's cornpliance with all applicable laws. the conditions contained inthe conditional award letters to the Applicanl. and the requirements of the contract to be cnteredinto with the Applicant.

Section 7. ln the event that an Applicant's Project fbils to meet the requiren-rents of allapplicablc law's and rcgulations. the conditional award letter. ar,d the contract to be enlered into.then the Corporation liereby determines that any firnds which become available as a result ol thereduction. cancellation. or termination of sr"rch Applicant's award will be uscd only upon theturther determination of the Corporation as follows: (a) to increase the amount available lorsubsequent requests fbr proposals; (b) to fund. until the remaining funds are exhausted" otherproposals duly received under the terms and conditions of the Program; or (c) where eligible

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applicants have been awarded less than the amounts originally requestcd. to increase the amour.rtsawarded to them.

Section 8. The President and Chief Executive Oftrcer and the designee thereof are herebyauthorized, subject to the provisions of this resolution, to do all things necessary or convenient toimplement the Program including but not limited to the making of delerminations. the effbctipg ofstandards. and the giving of approvals which the regulations of the Corporation specifylfieCorporatiotr shall or may make and, further, to determine the form and content of any docurnentsor agreements necessary to effbct the transactions contemplated under the Program. including butnot limited to any reduction, cancellation, or termination ol' assistance pursuant to theCorporation's regulations. Such documents shall provide, among other things, that the awardswill be reduced. canceled. or terminated and the Corporation will be under no further obligationof any kind to any Applicant if the Applicant fails to satisly the conditions contained in suchdocuments within ninety days of the date that a contract with such Applicant is entered into withrespect to such award, unless the Applicant can demonstrate good cause why the award should notbe canceled or terminated.

Section 9. This resolutior"r shall takc eflbct immediatelv.

I- -)-

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