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Sample Corporate Resolution Ohio Authorizing Lease document sample
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HDAP CHECKLIST
PROJECT: ____________________________ TRACKING NO: ________
BORROWER: ____________________________
LOAN: $_____________________
DATE: ______________
______________________ (Project type)
A. DUE DILIGENCE DOCUMENTATION
(CHECKLIST ITEMS)
*All Due Diligence / Checklist items MUST BE submitted at one time to OHFA in a
labeled, three (3)- ring binder, with each document indexed and tabbed accordingly, or
on a labeled CD with each document identified by name. Any documents received that
are not in the format requested will be returned, which shall cause a delay in processing
the loan.
Letters
1. [ ] Formal written request to close letter from either the HDAP Recipient or from the General
Partner / Managing Member of the Project Owner, if they are not the same entity, as
defined in the Funding Agreement.
2. [ ] Formal written notification of and request for approval of any substantive changes to the
Project, if they have not previously been reported to and approved of by OHFA.
Substantive Changes include, but are not limited to: a) changes in HDAP Recipient,
Project Owner or Members or Partners thereof, General Contractor or any other member
of the development team; and/or b) changes to the Project (ie; number of units, location
of units, significant changes/loss in amount or source of funding, etc.).
Property Information
3. [ ] Recorded deed or long-term lease for each real estate parcel;
4. [ ] Roster of street addresses, parcel numbers and legal descriptions of project land;
5. [ ] Title Insurance Commitment/Policy, with Lien Search Report;
6. [ ] Hazard Insurance (Property/Builders’ Risk and Liability with OFHA named as
Mortgagee or additional insured)
7. [ ] Flood Zone Designation;
8. [ ] Residential Zoning Designation;
9. [ ] Building Permits;
10. [ ] Environmental Release letter from LJB or ODOD/OHCP
(LIHTC projects only; n/a to Bond and non-HC projects); and
11. [ ] Construction Contract executed by Project Owner and General Contractor.
Financing Information
12. [ ] Construction Lender loan commitment letter, or executed documents, if construction
financing has already closed;
13. [ ] ALL Permanent Lender loan commitment letters, or executed documents, if
permanent financing has already closed. NOTE: OHFA does not know what financing
a Borrower already has in place, so we must rely on the Borrower to provide ALL
permanent financing information to us with the HDAP submittal, in the form
referenced in Section “A” above.
14. [ ] Equity Commitment Letter or fully executed Limited Partnership Agreement / Operating
Agreement if equity provider has been admitted as a Limited Partner or Investor Member;
and
15. [ ] Government, non-profit or other sources of financing commitment letters, or executed
documents, if already closed.
Organizational Information
16. [ ] HDAP Recipient’s most recently executed and filed organizational documents (e.g.
Articles of Incorporation, Code of Regulations and Good Standing Certificate; Articles of
Organization, Operating Agreement and Full Force & Effect Certificate; Certificate of
Limited Partnership and Limited Partnership Agreement)
17. [ ] Project Owner’s most recently executed and filed organizational documents (e.g.
Articles of Incorporation, Code of Regulations and Good Standing Certificate; Articles of
Organization, Operating Agreement and Full Force & Effect Certificate; Certificate of
Limited Partnership and Limited Partnership Agreement)
18. [ ] Borrower’s Board of Trustees/Directors resolutions authorizing the acceptance of
OHFA’s loan and identifying person(s) authorized to execute loan documents
19. [ ] Project Owner’s Board of Trustees/Directors resolutions authorizing the acceptance
of OHFA’s loan and the giving of a mortgage against the project as collateral, and
identifying person(s) authorized to execute loan documents.
Special Conditions
20. [ ]
Special Conditions are listed on the “Closing the HDAP” information sheet
attached to the HDAP Funding Agreement and repeated on the last page of
“Attachment A” of your Funding Agreement. The items listed therein must be
included in your loan closing submission.
B. IMPORTANT NOTES
1. Some requirements may not be applicable to your specific project; please call if you have
questions.
2. Your draw request will not be processed until after OHFA has received signed closing documents
and proof that the Mortgage, Assignment of Mortgage and Restrictive Covenant have been filed.
3. In order to process your draw request, OHFA needs the Draw Form with the original signature (no
photocopies) and accompanying documentation. It takes approximately two to three weeks to
get the HDAP funds after processing begins.
4. Plan ahead if you must have the money or closing documents by a specific date (e.g. bond or
HOPE VI closings) and advise OHFA of such timing.
5. PLEASE FILL IN THE CONTACT INFORMATION AT THE BOTTOM OF THIS PAGE.
C. CLOSING DOCUMENTS
(Prepared / Distributed by OHFA as applicable for and signature)
1. [ ] Project Owner Note;
2. [ ] Project Owner Mortgage;
3. [ ] HDAP Note;
4. [ ] HDAP Construction Loan Agreement;
5. [ ] HDAP Restrictive Covenant or Homeownership Compliance Agreement;
6. [ ] Priority Mortgage Lender Consent to HDAP Restrictive Covenants;
7. [ ] Assignment and Security Agreement; and
8. [ ] Assignment of Mortgage.
OHFA
Contact Person: ________________________ E-mail: ___________________________
Business Phone: ________________________ Fax: Fax: 614.466.0606
________
Borrower’s Contact
Contact Person: _______________________ E-mail: ___________________________
Business Phone: ______________________ Fax: ______________________________
[X] = Docs rec’d [ ] = Docs still needed [ ┼ ] = Additional docs needed [ ] = Special Conditions for
review.
EBL CHECKLIST
Project: ________________________ Tracking No: ________
Borrower: __________________________________
Loan Amount: $_____________.00
Updated: _________________
EBL Commitment Expires: _____________________
Business Entity Documents
1. [ ] Borrower’s current post-equity Limited Partnership/Operating Agreement.
2. [ ] Borrower’s Certificate of Limited Partnership / Full Force & Effect Certificate / Good
Standing Certificate from Sec. of State.
3. [ ] Articles of Incorporation / Articles of Organization for Managing Member or each General
Partner of the Borrower.
4. [ ] Full Force & Effect Certificate / Good Standing Certificate from Sec. of State for
Managing Member or each General Partner of Borrower.
5. [ ] Resolution of Borrower specifically (a) authorizing Borrower to accept the EBL, and (b)
identifying the officer/partner/member who will sign the documents.
6. [ ] Limited Partner/Investor Member resolution authorizing signature for the EBL
documents.
7. [ ] Limited Partner / Investor Member’s Full Force & Effect or Good Standing Certificate
8. [ ] Secretary certified Incumbency Certificate that identifies by name and officer/ partner
status the representatives authorized to sign on behalf of such entity with sample
signatures.
Funding Documents
9. [ ] Executed Permanent loan documents OR
10. [ ] Copy of the FIRM takeout commitment for any such permanent loan not yet closed and
(a) lender’s disclosure of all unperformed conditions precedent to the closing of such
permanent loan and (b) Borrower’s written commitment to perform such conditions
and close such loan within 30-60 days of the disbursement of the EBL.
11. [ ] Executed loan / grant documents of Foundation / Government / HOME / Non-profit
sources.
12. [ ] Interest rate reduction enhancement sources, i.e., Community Development Finance
Funds (CDFF’s); Linked Deposit Program; the Federal Home Loan Bank’s Affordable
Housing Programs.
Collateral Documents
13. [ ] Original, Endorsed Investor Notes.
14. [ ] Investor Security Agreements.
15. [ ] Investor Estoppels/Acknowledgements.
16. [ ] Guaranty of Corporate Parent
17. [ ] Assignment of Loan Proceeds
Tax Credit Information
18. [ ] Historic Tax Credit application – Part III final approval
19. [ ] 8609 request (complete – including CO’s, cost cert, etc.)
Property Information
20. [ ] Property management Agreement and Plan
Other/Miscellaneous
21. [ ] Revised 15 year pro-forma financial statement for the Project.
22. [ ] Opinion of the Borrower’s Counsel.
23. [ ] Amortization schedule for the EBL, if payments are not to be made on anniversary date.
24. [ ] Wire Transfer Information: Bank Name, Address, ABA Routing Number, Account Name,
Account Number, and contact name and phone number.
25. [ ] Fees: Closing ($1000); Extension; Modification
Special Conditions:
26. [ ]
OHFA
Contact Person: __________________ E-mail: ______________________
Business Phone: __________________ Fax: 614.466.0606
________________________________
Borrower’s Contact
Contact Person: __________________ E-mail: ______________________
Business Phone: __________________ Fax: _________________________
[X] = Docs rec’d [ ] = Docs still needed [ ┼ ] = Additional docs needed [ ]
= Special Conditions for review.
Loan Closing Process
Loan Closing Staff
William (Bill) Spencer, Assistant Chief Legal Counsel
(614) 728-9758
BSpencer@ohiohome.org
Debbie Macioce, Loan Closing Specialist
(614) 995-4513
DMacioce@ohiohome.org
Jesse Kanitz, Legal Intern
(614) 387-1641
JKanitz@ohiohome.org
Loan Closing Process
Step 1: Request to Close
Submit a letter requesting to close the loan to:
Ohio Housing Finance Agency
Legal Dept., c/o Debbie Macioce
57 East Main Street
Columbus, Ohio 43215
Loan Closing Process
Step 1 Continued
When should I request to close?
– Understand the process:
• May take 30 days or longer to close a loan after a request has
been made.
• Often negotiations on checklist items or on the loan documents
stall the closing process.
• Sometimes other parties (e.g., funders, local governments,
syndicators, ER problems, etc…) cause delays in closing.
• There are more of you than there are of us, so you are competing
with each other for OHFA’s time.
• Plan accordingly.
Loan Closing Process
Step 2: The Checklist
• EBL • HDAP
– Legal staff will send the – The HDAP Recipient goes
appropriate closing to the OHFA website and
checklist to Borrower after downloads the closing
receiving the request to checklist.
close letter.
• Next, Borrower collects all the information required on the
appropriate checklist and submits the material in a labeled and
organized binder or CD.
• All items should be submitted at one time. Missing or late
submissions will cause delays in closing.
Loan Closing Process
Step 2 Continued: HDAP Checklist Items
1. Formal Request to Close 13. Equity Commitment Agmt.
2. Notice of Substantive Changes 14. Governmental Commitment Agrmts.
3. Recorded Deed 15. Recipients Organizational Info.
4. Roster of Street Addresses 16. Project Owner’s Organizational Info.
5. Title Insurance 17. Recipient’s Resolution
6. Hazard Insurance Authorizing/Accepting HDAP
7. Zoning Designation 18. Project Owner’s Resolution
8. Building Permits Authorizing/Accepting HDAP
9. Environmental Release 19. Documents Relevant to any Special
Conditions.
10. Construction Contract (AIA)
11. Construction Lender Agrmt.
12. Permanent Lender Agrmt.
Loan Closing Process
Step 2 Continued: EBL Checklist Items
1. Borrower’s Current 10. Investor Estoppel and Security
Operating/Limited Partnership Agrmt.
Agrmt. 11. Corporate Guaranty
2. Borrower’s Organizational 12. Assignment of Loan Proceeds
Certificates 13. Historic Tax Credit Application
3. Investor’s Organizational Certificates 14. 8609
4. Borrower’s Resolution 15. Property Management/Plan Agrmt.
Authorizing/Accepting EBL
16. Revised 15yr Pro Forma
5. Investor’s Resolution
Authorizing/Accepting EBL 17. Borrower’s Counsel Opinion
6. Incumbency Certificate 18. Amortization Schedule
7. Executed Permanent Loan Agrmt. 19. Wire Transfer Info.
8. Any Other Executed Loan Agrmts. 20. Closing Fees ($1,000.00 per Limited
Partner)
9. Original, Endorsed Investor Notes
21. Documents Relevant to any Special
Conditions.
Loan Closing Process
Step 2 Continued
• Legal staff reviews the checklist submission and
corresponds with Borrower to remedy any omissions or
issues until all checklist items are deemed satisfied.
Loan Closing Process
Step 3: Preparing the Loan Documents
After all checklist items have been satisfied, the
OHFA legal department will draft the appropriate loan
documents.
• EBL Documents:
1. Loan Agreement between OHFA and Borrower
2. Promissory Note between OHFA and Borrower
3. Assignment & Security Agrmt. Between OHFA, Borrower, and
Investor Member.*
*Types of Collateral:
1. Investor Notes
2. Corporate Guaranty
Loan Closing Process
Step 3 Continued
• HDAP Documents
1. Loan Agrmt. between OHFA and HDAP Recipient
2. Sponsor Note between HDAP Recipient and Project Owner
3. OHFA Note between OHFA and HDAP Recipient
4. Pledge & Security Agrmt. between OHFA, HDAP Recipient and Project Owner
5. Mortgage between HDAP Recipient and Project Owner
6. Assignment of Mortgage between OHFA and HDAP Recipient
7. Restrictive Covenants between OHFA and Project Owner
8. Consents to Restrictive Covenants required from any mortgage holder of
record.
Note- HDAP documents will vary depending upon the type of loan
And number of parties involved.
Loan Closing Process
Step 3 Continued
OHFA drafts and sends Borrower a set of
loan documents.
Borrower reviews and comments on the
documents.
Parties finalize the documents.
Loan Closing Process
Step 4: Execution and Recordation
• Once Borrower and OHFA agree on finalized documents, Borrower must
execute the documents, record those that require it, and return the
original, executed and, if necessary, recorded documents to OHFA.
• The following documents are examples of common documents that must
be recorded:
1. Mortgages
2. Assignment
3. Declaration of Restrictive Covenants
4. Consents to Restrictive Covenants
Loan Closing Process
Step 5: Getting the Money
EBL: HDAP:
We will schedule a A draw request must be
specific closing date upon
which we will wire the submitted to your assigned
recipient the loan funds. PA in Planning Preservation
and Development.
Loan Closing Process
THE END
Closing Out the HDAP
Project Administration
Karen M. Banyai, PA/HDAP Manager
Closing Out the HDAP
• You mean I have an HDAP? Can that be lanced?
• Who is responsible for closing out the HDAP?
• When does the Close-Out process start?
• How is the HDAP Closed-Out?
• How is this different from the 8609 process?
• After the close out will you go away and leave me alone?
Closing Out the HDAP
What is HDAP?
• Housing Development Assistance Program
• Gap Financing in the form of State Trust Fund Dollars or Federal
HOME dollars
• Funding Agreement and a closing process.
• More than 90% of the competitive LIHTC projects include HDAP
• HDAP is typically awarded to one of the project owners.
Closing Out the HDAP
Who is responsible for closing out the HDAP?
• Joint Effort: OHFA & the “Recipient”
• “Recipient” is responsible for preparing and submitting the
necessary documentation on time.
• OHFA is responsible for ensuring the Recipient has the necessary
paperwork and assistance needed.
Closing Out the HDAP
When does the close out process start?
• Funding Agreement identifies the deadline for the recipient to
complete the process.
Final Performance Report Deadline
• Helpful Tip: Start before that deadline.
• Start: Construction is complete; the “Assisted” units have been
leased.
• OHFA will send a closing checklist near construction completion.
Closing Out the HDAP
How is this task accomplished?
• Tied to the funding source (OHTF or HOME).
• ALL projects must submit a Final Performance Report.
OHFA will provide this report.
• HOME-Funded Projects:
– NOCA: Notice of Contract Award
– Semi-Annual Labor Standards Report (Davis-Bacon)
Closing Out the HDAP
How is this different from the 8609 process?
• Both need the final construction numbers.
• Both can be started at the same time.
• HDAP also wants “beneficiary” information.
• Definite deadline for the HDAP close out.
Closing Out the HDAP
What happens after the HDAP “closes out?”
• The Program Compliance Staff will begin the long-term
monitoring.
• The affordability and occupancy requirements of the HDAP may
exceed that imposed by LIHTC.
• Important: HOME-funded projects, the affordability/occupancy
period starts after Program Compliance verifies qualified
residents in the Assisted Units.
Closing the HDAP
Questions?
Ohio Housing Finance Agency
www.ohiohome.org
Restrictive Covenants
Ohio Housing Conference
November 18, 2009
Restrictive Covenants
• OHFA prepares the covenant for all Housing Credit
properties
– Developments with competitive credits receive their
covenant the year after credits are awarded
– Bond-financed properties receive their covenant upon
request
• Document must be signed by a representative of the
owner and notarized
Restrictive Covenants
• The executed document must be recorded at the County
recorder’s office
• Consent of Recorded Lienholder
– Required from any lender with a lien on the property
– Recorded with the covenant
• A copy of the recorded documents must be submitted
with the request for 8609 Forms
Restrictive Covenants
• Verify all of the following:
– First year of the credit period
– Property name and address
– Number of buildings
– Rent elections
– Occupancy election
– Ownership name
– Legal description
Request for 8609 Forms
Ohio Housing Conference
November 18, 2009
8609 Forms
• Deadline for submission
– Example: An award from 2007 must be placed-in-
service by 12/31/2009
– The 8609 request is due 3/31/2010
– Indicated in Carryover Allocation Agreement
– Extension may be requested
• Submit cost certification with original signatures and an
electronic copy in Excel format
• Submit all other items on compact disc in PDF format
8609 Forms
• Cost certification forms
– Use current version of OHFA forms
– Submit with original signatures of the owner and
accountant
– Also submit an electronic copy
– Accountant must conduct a complete audit of the
project costs
8609 Forms
• Certificates of occupancy
– Final certificates from the issuer of building permits
– Certificates of completion acceptable for rehabilitation
– Temporary certificates required only if used for
placed-in-service dates
8609 Forms
• Permanent financing
– Executed promissory note for each source
– Amount, interest rate, term and amortization
– Exception for primary mortgage: firm financing
commitment signed within 30 days of the 8609
request
8609 Forms
• Limited partnership agreement
– Copy of final executed agreement
– Include equity amounts and pay-in schedule
• Restrictive covenant
• Compliance monitoring fee
– Awards in 2006 or later: $900 per low-income unit
– Check payable to Ohio Housing Finance Agency
8609 Forms
• Attendance at OHFA Basic Tax Credit Compliance
Training within six (6) months prior to placed-in-service
• Placed-in-service meeting with the OHFA Office of
Program Compliance
• Final Energy Efficiency Certification
• Narrative describing any material changes since
application
8609 Forms
• OHFA will issue 8609 Forms up to 90 days after a
complete request has been submitted
• The closeout process for any Housing Development
Assistance Program (HDAP) funds must be completed in
order to issue
