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015 of 2021 - Richmond Flats Loan Amendment1 REDEVELOPMENT AGENCY OF SALT LAKE CITY RESOLUTION NO. 15 Term Sheet Amendment No. 2 for Loan to Community Development Corporation of Utah RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY APPROVING A SECOND AMENDED TERM SHEET FOR A LOAN TO COMMUNITY DEVELOPMENT CORPORATION OF UTAH FOR AN AFFORDABLE HOUSING PROJECT LOCATED AT 2960 SOUTH RICHMOND STREET, 2964 SOUTH RICHMOND STREET, AND 2970 SOUTH RICHMOND STREET. WHEREAS, the Redevelopment Agency of Salt Lake City (“RDA”) was created to transact the business and exercise the powers provided for in the Utah Community Reinvestment Agency Act (the “Act”). WHEREAS, on October 10, 2019, the Board of Directors of the RDA (the “Board”) approved resolution R-25-2019 allocating the funding and approving the preliminary terms of a loan to Community Development Corporation of Utah (“CDCU”) in connection with a mixed-income housing project to be known as “Richmond Flats” located at approximately 2960 S Richmond Street, 2964 Richmond Street, and 2970 Richmond Street (the “Project”). WHEREAS, on May 5, 2020, the Board approved resolution R-10-2020 amending the terms of the loan to CDCU for the Project that structures the loan into two phases. Phase I was executed and funded in 2020 as a short-term loan in the amount of $1,520,000 for land acquisition. Phase II was approved as a construction-to-permanent financing loan in an amount of up to $1,800,000, which would include the outstanding balance of the loan provided through Phase I and any additional funds up to $1,800,000. WHEREAS, prior to funding Phase II of the loan, certain conditions must be achieved pursuant to the approved terms. One condition is that the loan is secured with a lien on both the land and improvements. WHEREAS, CDCU has entered into a partnership with Blueline Development as Richmond Flats, LLLP (the “Developer”). CDCU will continue to own the land and will lease the land to the Developer for development of the Project. CDCU has requested an amendment to the loan terms in order to facilitate the development of the Project. WHEREAS, on September 10, 2021, the RDA’s Finance Committee reviewed a proposed amendment to the loan terms previously approved by the Board. WHEREAS, based on the Finance Committee’s recommendations, the RDA staff recommends the attached set of amended terms (the “Term Sheet”) for the Phase II loan to CDCU. 2 NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY, that the loan to CDCU outlined in the Term Sheet attached hereto is approved, subject to revisions that do not materially affect the rights and obligations of the RDA hereunder. The Board authorizes the Executive Director to negotiate and execute the loan agreement and any other relevant documents consistent with the Term Sheet, and incorporating such other terms and agreements as recommended by the City Attorney’s office. Passed by the Board of Directors of the Redevelopment Agency of Salt Lake City, this 14th day of September, 2021. ________________________________ Ana Valdemoros, Chair Approved as to form: __________________________________ Salt Lake City Attorney’s Office Kimberly K. Chytraus Date:____________________________ The Executive Director: ____ does not request reconsideration ____ requests reconsideration at the next regular Agency meeting. ________________________________ Erin Mendenhall, Executive Director Attest: ________________________ City Recorder Kimberly Chytraus (Sep 16, 2021 11:16 MDT) Sep 16, 2021 Ana Valdemoros (Oct 5, 2021 11:10 MDT) Erin Mendenhall (Oct 5, 2021 15:56 MDT) 4 Cindy Trishman (Oct 5, 2021 16:36 MDT) 3 EXHIBIT A Term Sheet Amendment for Loan to Community Development Corporation of Utah Amended Request: Up to $1,800,000 in 2 phases Phase: I (Acquisition) II (Permanent) Amount: Up to $1,520,000 (or 100% of as-is appraised value) Not to exceed $1,800,000 (including the outstanding balance of the acquisition loan amount from Phase I) Interest Rate: 1%, interest shall begin to accrue upon disbursement of funds. 1-3% depending on capacity for repayment Term/Am: 2 years (24 months) 30 years Collateral: First position lien A lien on the land, that may be subordinated to senior lenders [Amended to delete the lien on improvements] Payments: Deferred payments, with the outstanding principal balance, together with all accrued and unpaid interest, due and payable to at the end of the Term, unless Phase II of the loan is executed. Payments shall be based on annual surplus cashflow paid to borrower unless the project demonstrates financial capacity for guaranteed monthly repayments. If the loan has not been fully repaid by the end of the loan term, the entire outstanding loan amount shall be due at the expiration of the term. Contingencies On a quarterly basis, the Applicant shall provide the RDA with written notice to provide assurance that, as the Project progresses, it achieves the provisions of the loan agreement Applicant shall be required to meet the following prior to the execution of Phase II: • Property to be rezoned • Obtain sufficient sources of financing • RDA to approve final financing package development plan • Completing an RDA design review process • Obtaining zoning and permitting approvals • Applicant to receive all other City/RDA approvals Phase II Approval n/a Evaluation and approval of Phase II funding shall be provided by the RDA Finance Committee in accordance with 1) satisfaction of the Contingencies contained herein, and 2) review and approval of the final loan terms pursuant to the terms contained herein. RDA Resolution 15 of 2021 Richmond Flats Loan Amendment Final Audit Report 2021-10-05 Created:2021-09-16 By:Thais Stewart (thais.stewart@slcgov.com) Status:Signed Transaction ID:CBJCHBCAABAAu36vrC8RDaJiZ34ACzSRkzobeIL7U_Jh "RDA Resolution 15 of 2021 Richmond Flats Loan Amendment" History Document created by Thais Stewart (thais.stewart@slcgov.com) 2021-09-16 - 3:52:04 PM GMT- IP address: 204.124.13.151 Document emailed to Kimberly Chytraus (kimberly.chytraus@slcgov.com) for signature 2021-09-16 - 3:55:08 PM GMT Email viewed by Kimberly Chytraus (kimberly.chytraus@slcgov.com) 2021-09-16 - 5:15:30 PM GMT- IP address: 204.124.13.222 Document e-signed by Kimberly Chytraus (kimberly.chytraus@slcgov.com) Signature Date: 2021-09-16 - 5:16:01 PM GMT - Time Source: server- IP address: 204.124.13.222 Document emailed to Ana Valdemoros (ana.valdemoros@slcgov.com) for signature 2021-09-16 - 5:16:03 PM GMT Email viewed by Ana Valdemoros (ana.valdemoros@slcgov.com) 2021-09-17 - 3:18:01 PM GMT- IP address: 204.124.13.222 Email viewed by Ana Valdemoros (ana.valdemoros@slcgov.com) 2021-10-05 - 4:13:34 PM GMT- IP address: 172.56.40.82 Document e-signed by Ana Valdemoros (ana.valdemoros@slcgov.com) Signature Date: 2021-10-05 - 5:10:44 PM GMT - Time Source: server- IP address: 136.60.130.16 Document emailed to Erin Mendenhall (erin.mendenhall@slcgov.com) for signature 2021-10-05 - 5:10:46 PM GMT Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2021-10-05 - 6:43:08 PM GMT- IP address: 136.36.227.77 Document e-signed by Erin Mendenhall (erin.mendenhall@slcgov.com) Signature Date: 2021-10-05 - 9:56:18 PM GMT - Time Source: server- IP address: 136.36.225.245 Document emailed to Cindy Trishman (cindy.trishman@slcgov.com) for signature 2021-10-05 - 9:56:20 PM GMT Document e-signed by Cindy Trishman (cindy.trishman@slcgov.com) Signature Date: 2021-10-05 - 10:36:47 PM GMT - Time Source: server- IP address: 204.124.13.151 Agreement completed. 2021-10-05 - 10:36:47 PM GMT