Sample Corporate Resolution Ohio Authorizing Lease by tcg99595

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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.


       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;

    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

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.


                                         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.


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
                                  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

 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

                                     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

 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


   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. [ ]


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

      Debbie Macioce, Loan Closing Specialist
      (614) 995-4513

      Jesse Kanitz, Legal Intern
      (614) 387-1641
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
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
9.   Original, Endorsed Investor Notes
                                              21.   Documents Relevant to any Special
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
•    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

     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
    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

• 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

• 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

Ohio Housing Finance Agency
Restrictive Covenants
   Ohio Housing Conference
     November 18, 2009
Restrictive Covenants

• OHFA prepares the covenant for all Housing Credit
   – Developments with competitive credits receive their
     covenant the year after credits are awarded
   – Bond-financed properties receive their covenant upon
• 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
   – 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
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
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

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