Title
Resolution to Approve Permanent Loan from Cinnaire for Maple Tower Development ($1,600,000)
Memorandum
The Ann Arbor Housing Commission (AAHC) has been approved by HUD to convert its properties to project based vouchers under the Rental Assistance Demonstration (RAD) program. The AAHC has secured public and private funding to rehabilitate its properties at Miller Manor and Maple Meadows (Maple Towers).
The AAHC formed a Michigan limited liability company, Maple Tower Ann Arbor, LLC on July 9, 2013, and pursuant to its and pursuant to its amended Operating Agreement executed on August 27, 2014, the AAHDC is its sole Managing Member. This entity, Maple Tower Ann Arbor, LLC was formed for the sole purpose of becoming the General Partner in the Maple Tower Ann Arbor Limited Dividend Housing Association Limited Partnership (the “Maple Tower Partnership”).
The AAHC formed a Michigan limited partnership, Maple Tower Partnership with Maple Tower Ann Arbor, LLC as the General Partner by execution of a Certificate of Limited Partnership dated July 10, 2013 and a Limited Partnership Agreement dated July 10, 2013 to acquire, develop, finance, own, maintain, operate or otherwise redevelop property located at 727 Miller Avenue and 800-890 S. Maple to provide 135 units of affordable housing to be known as the Maple Tower Development in Ann Arbor, Michigan (“the Maple Tower Development”).
The Commission is the Management Agent for the Maple Tower Development and entered into a ground lease with the Maple Tower Partnership pursuant to the redevelopment of the properties.
On September 11, 2014 the Partnership received a forward commitment from the CFIC in the amount of One Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) as a permanent loan (“CFIC Loan”) and as of August 2016, that permanent loan shall be provided by Cinnaire. As a condition of the Cinnaire Loan, the Commission shall be required execute and deliver to Cinnaire an Assignment of Management Agreement and a Guaranty of Non-Recourse Obligations, and any other documents, contracts and agreements required by Cinnaire to memorialize the permanent loan (the "Cinnaire Loan Documents").
Staff
Prepared and Approved by Jennifer Hall, Executive Director
Body
WHEREAS, the Ann Arbor Housing Commission is a governmental entity recognized by the State of Michigan as a public body corporate. The Commission is redeveloping its public housing properties under the Rental Assistance Demonstration Program (“RAD Program”). The RAD Program requires the Commission to renovate these properties as part of the conversion from public housing to RAD project-based vouchers; and
WHEREAS, the proposal included the formation of the Partnership, a Michigan limited partnership, which was formed on July 11, 2013 in which the General Partner held a .01% interest and Norstar MAPLE TOWER, Inc., a Michigan corporation entered into the Partnership as an Administrative General Partner; and
WHEREAS, the Partnership has rehabilitated a 135-unit multifamily scattered site affordable housing development locate in Ann Arbor, Michigan known as the Maple Tower development (Maple Tower Development”); and
WHEREAS, the Partnership entered into a Ground Lease with the Commission pursuant to a redevelopment plan proposed by Commission to be financed under the U.S. Department of Housing and Urban Development ("HUD") RAD program; and
WHEREAS, the Commission is the management agent for the Maple Tower development; and
WHEREAS, the Commission is also a guarantor for permanent loan to the Partnership from Cinnaire Investment Corporation (“Cinnaire”) f/k/a Capital Fund Investment Corporation (“CFIC”); and
WHEREAS, the Partnership received a forward commitment on September 11, 2014 from the CFIC in the amount of One Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) as a permanent loan (“CFIC Loan”) and as of August 2016, that permanent loan shall be provided by Cinnaire; and;
WHEREAS, as a condition of the Cinnaire Loan, the Commission shall be required execute and deliver to Cinnaire an Assignment of Management Agreement and a Guaranty of Non-Recourse Obligations, and any other documents, contracts and agreements required by Cinnaire to memorialize the permanent loan (the "Cinnaire Loan Documents"); and
RESOLVED, that the "whereas" clauses set forth above are hereby incorporated in these Resolutions.
RESOLVED, that the above described transactions are hereby approved by the Board of Directors of the Commission, and hereby is authorized to enter into the transactions described above to the extent required by Cinnaire.
RESOLVED, that the Commission as the management agent for the Project, and guarantor for the Partnership is authorized to enter into such documents as may be required by Cinnaire to carry out the described transactions, and the execution of any document(s) in furtherance thereof by it on behalf of itself and the Partnership prior to this Resolution is hereby ratified and affirmed by the Commission.
RESOLVED, that Jennifer Hall, the Executive Director of the Commission, be and she is authorized and directed on behalf of the Commission at any time and from time to time after the adoption of this Resolution and without further action by or authority or direction from the Board of Directors of the Commission, to execute and deliver or cause to be executed and delivered, in the name of and on behalf of the Commission, such documents as may be required by Cinnaire to carry out the described transactions.
RESOLVED, that Cinnaire, be and they are authorized to rely on the continuing force and effect of this Resolution until receipt by them in writing from the Commission of any amendments or alterations to this Resolution.