Aldrich 51 NALHFA Award...2019/03/15 · Redevelopment on the west side of Aldrich Street between...
Transcript of Aldrich 51 NALHFA Award...2019/03/15 · Redevelopment on the west side of Aldrich Street between...
NALHFA Multifamily Excellence Award ALDRICH 51
2604 Aldrich St, Austin, TX 78723
https://aldrich51.com/
Aldrich 51 is an innovative partnership between Austin Housing Finance Corporation and DMA Development Company. The 240‐unit affordable rental housing development is ideally situated within the 700 acre Robert Mueller Municipal Airport (RMMA) redevelopment. Aldrich 51 provides a unique opportunity for low‐ and moderate‐income households to readily access jobs, transportation choices, parks and recreation facilities, fresh healthy foods options, and numerous other amenities. Of the 240 units, 85% or 204 units are affordable to households at or below 60% MFI. The development was primarily financed through the 4% non‐competitive LIHTC program. In order to ensure a viable project – one that combined deep affordability with high quality construction in a desirable urban location, it was clear that development was going to require multiple partners and financing sources. History In the late 1980s, in anticipation of the closing of Robert Mueller Municipal Airport (RMMA), the City of Austin began to contemplate reuse and redevelopment of the 700 acre property, which is situated less than three miles from downtown and two miles from the University of Texas at Austin. After two decades of an inclusive citizen‐driven effort, the Mueller Master Development Agreement (MDA) was inked, memorializing the partnership between the City of Austin, Catellus Development Corporation (Master Developer), and the citizens of Austin. The guiding principles of the redevelopment included an ambitious affordable housing component: at least 25% of all homes at Mueller are required to be affordable to households at or below 80% MFI (ownership) and 60% MFI (rental). All affordable units were to be generally distributed throughout the 700‐acre development, thereby ensuring a vibrant, inclusive, mixed‐income community. Today, the Mueller development is approximately 75% built‐out and includes a mix of commercial, retail, and residential. Homes range from small apartments to townhomes to condominiums to live‐work spaces. Commercial development includes the Dell Children’s Hospital, medical offices, the Thinkery Children’s Museum, AISD’s performing arts space, Texas Mutual Insurance, and Austin Energy’s headquarters (soon to break ground). Retail ranges from small business to “big box” retail such as HEB Grocery, Home Depot and Best Buy. As the master developer, Catellus has been tasked with developing and executing an affordable housing plan that will result in meeting the 25% affordability goal. At all of the market rate apartment complexes within the redevelopment area, 10% of the units are set aside for households at or below 60% MFI. This affordability is secured with a Land Use
Restrictive Agreement (LURA) and ensures affordability for 55 years. In order to reach the 25% affordability goal, Catellus has solicited affordable housing developers to serve three specific markets: (1) seniors; (2) families; and (3) workforce. DMA Development was selected to develop the affordable senior housing, which was financed by 9% LIHTC. The 201‐unit property is called Wildflower Terrace and has received numerous awards including ULI’s Jack Kemp Excellence in Affordable and Workforce Housing Award in 2017. Foundation Communities was selected to develop the affordable family property, which is being financed through the 9% LIHTC program. The Jordan is currently under construction. When completed (later in 2019), it will provide deeply affordable housing and support services for 132 low‐income families. In 2014, DMA Development Company (DMA) was selected by the RMMA Master Developer, Catellus Development Group, to develop a “workforce housing” rental development that would be affordable to residents with a variety of income levels and be particularly well‐suited for persons working for employers located at RMMA. Because Texas Qualified Allocation Plan (QAP) prioritized LIHTC projects in less urban areas for several years, DMA pursued the non‐competitive 4% LIHTC funding. As the 4% LITHC results in significantly lower equity, DMA looked toward partners and more creative strategies to close the funding gap. Ownership Structure The property is owned by AHFC as Landlord and leased back to a Limited Liability Company (LLC) as tenant. The members of the LLC are composed of a DMA‐affiliate as the Investor Member and an AHFC‐affiliated entity as Managing Member. The benefit of AHFC’s 100 percent property tax exemption is used to offset the cost of providing more and/or deeper levels of affordability. A memorandum detailing proposed terms of the joint venture (dated April 13, 2015) is attached as Exhibit “A.” Funding The City of Austin is fortunate to have General Obligation Bonds for affordable housing. In 2006, voters approved $55 million for affordable housing; in 2013 voters approved an additional $65 million for affordable housing. Reflecting both increased need and widespread local support for affordable housing, in November 2018, voters overwhelmingly approved $250 million in General Obligation Bonds for affordable housing. GO Bonds are utilized for Rental Housing Development Assistance (RHDA), Ownership Housing Development Assistance (OHDA), Home Repair, and Land Acquisition. The City of Austin, through the Austin Housing Finance Corporation, has already initiated deployment of the 2018 bond funds. In early 2015, AHFC authorized $2 million in federal CDBG funding for the acquisition of the vacant property. In addition, October 2015, AHFC provided $2 million from the 2013 General Obligation bonds for gap financing for the development of Aldrich 51. Both the CDBG and GO bonds were structured as deferred, forgivable loans to the developer.
AHFC issued $23,500,000 in Private Activity Bonds in 2015 to finance the construction of Aldrich 51. The Private Activity Bonds were a private placement with Boston Capital. In March 2016, with Private Activity Bonds issued and LIHTC equity secured, DMA broke ground on Aldrich 51. The Sources and Uses are provided below:
Sources Uses
Tax Credit Equity $10,600,000 Acquisition $1,800,000
Permanent (Boston Capital/ AHFC PAB)
$23,500,000 Construction/Hard Costs
$20,998,208
Deferred Developer Fee
$1,800,000 Soft & Carrying Costs $14,958,619
AHFC Funds (CDBG & GO Bond
$4,000,000 Site Work $2,143,173
TOTAL $39,900,000 $39,900,000
In spring 2018, nearly two years after breaking ground, the first residents of Aldrich 51 began to move in. By late summer 2018, Aldrich 51 was completely leased up. Residents of Aldrich 51 include families with children, single workers, and the elderly (couples and singles). Nearly 10% of the households at initial lease up utilized a Housing Choice Voucher. Four of the initial tenants were direct referrals from ECHO’s Coordinated Assessment system, which prioritizes the most vulnerable amongst people experiencing homelessness. DMA did extensive outreach and marketing to existing employers in the Mueller development. As a result of the outreach, current Aldrich 51 residents include employees of Seton Healthcare, Dell Children’s Medical Center, HEB, Alamo Drafthouse, and Home Depot, all of which are located within the Mueller community. With a Walk Score of 67/100 and a Bike Score of 73/100 (coupled with numerous public transportation options), Aldrich 51 and the Mueller Redevelopment embody the goals of urban sustainability and location efficient housing. Residents of Aldrich 51 are able to minimize transportation costs and associated negative environmental externalities, while maximizing affordability. Project Characteristics
The property is located in the Robert Mueller Municipal Airport (RMMA) Redevelopment on the west side of Aldrich Street between Barbara Jordan Boulevard and East 51st Street.
The unit sizes range from 524 to 1,200 square feet. The property includes 38 efficiency units; 87 one‐bedroom/one‐bath units; 32 two‐bedroom/one‐bath units; 73 two‐bedroom/two‐bath units; and 10 three‐bedroom/two‐bath units.
Depending on unit size, the rents range from approximately $400 to $1,200 per month.
Twenty‐four (24) units are designed accessible for persons with mobility disabilities, and 3 units are designed accessible for persons with sight or hearing disabilities.
Ten (10) units are operated as Permanent Supportive Housing for people exiting homelessness. These units are a unique partnership with ECHO, the Continuum of Care (COC) for the City of Austin.
Population Served
Eighteen (18) units are reserved for households with incomes at or below 30 percent of the Austin area Median Family Income (MFI), currently $15,850 for a one‐person household and $22,600 for a four‐person household.
Forty‐seven (47) units are reserved for households with incomes at or below 50 percent MFI, currently $26,400 for a one‐person household and $37,700 for a four‐person household.
One hundred thirty‐nine (139) units are reserved for households with incomes at or below 60 percent MFI, currently $31,680 for a one‐person household and $45,240 for a four‐person household.
Thirty‐six (36) units have no income restrictions. AHFC Funding and Budget The Austin Housing Finance Corporation (AHFC) is a public non‐profit corporation and instrumentality of the City of Austin. AHFC’s Board of Directors is the Austin Mayor and City Council Members. Austin’s City Manager serves as the corporate General Manager and the AHFC Treasurer, Rosie Truelove, is responsible for the corporation’s day‐to‐day activities and operations. Ms. Truelove is the Director of the City of Austin’s Neighborhood Housing & Community Development Department (NHCD). AHFC is staffed by City employees working in NHCD. Through a Service Agreement executed annually between the City and AHFC, AHFC carries out the City’s affordable housing programs and initiatives. Funding provided to AHFC through the Service Agreement consists of federal formula grants from HUD (CDBG, HOME, ESG, HOPWA) as well as non‐federal funds such as Affordable Housing General Obligation Bond Funds and the Housing Trust Fund. The FY2018‐2019 Service Agreement is $58.8 million. As a Housing Finance Corporation created under Section 394 of the Texas Local Government Code, AHFC has the authority to issue single‐ and multi‐family private activity bonds that finance the development of affordable rental and ownership housing. Since 1982, AHFC has issued 25 series of multi‐family housing revenue bonds totaling $227,000,000. These multi‐family bonds have financed 33 multi‐family properties, creating 6,552 low‐ and moderate‐income rental units.
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Memorandum
To: Betsy Spencer Date: April 13, 2015
From: Janine Sisak
CC: Diana McIver, Gina Copic, David Potter, Bill Gerhig
Re: Proposed Joint Venture – Aldrich 51, Austin, Texas
This memorandum outlines our proposal regarding a joint venture between DMA Development Company, LLC and/or one of its affiliates (“DMA”) and the Austin Housing Finance Corporation and/or one of its affiliates (“AHFC”) to develop a 240 unit multifamily development, called Aldrich 51 (the “Development”) in the Mueller Redevelopment in Austin. We are expecting that the financing structure will involve 4% housing tax credits, private activity bonds, and City of Austin general obligation funds, which is financially feasible assuming that the property is exempt from property taxes. Based on the foregoing, therefore, we propose the following terms for discussion:
Overview of the Development Aldrich 51 is proposed as a newly constructed apartment community in the heart of the Mueller Market District in Austin, Travis County. Aldrich 51 will serve working families and provide approximately 240 units comprised of one, two, and three bedroom units. The development site is located on 3.465 acres on the west side of Aldrich Street, between Barbara Jordan Boulevard, and 51st Street.
Aldrich 51 is a mere two blocks away from the new 75,000 square foot HEB that serves as the anchor of the Market District and, as such, has already attracted other new retail and commercial establishments to that area. Existing regional retail is located four blocks west of the site including major national retailers - Home Depot, Bed Bath & Beyond, Old Navy, and several chain restaurants and cafes, including Starbucks and Jamba Juice. The recently announced Alamo Draft House Movie Theater will be three blocks to the south.
Aldrich 51 will be a four-story, elevator served building with structured parking and an interior courtyard. On the street level, the uses will be primarily residential with amenity space and administrative offices also on the ground floor. The units will be a mix of primarily one and two bedrooms, with a small number of three bedroom units. Approximately 90% of the units will be affordable to households earning less than 60% of the median income for the Austin metropolitan statistical area. Aldrich 51 will target a mix of incomes as follows:
EXHIBIT A
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# of units Type Square Footage Net Rent Income Eligibility 6 Studio 524 sq. ft. $358 30% of Median
6 Studio 535 sq. ft. $358 30% of Median
10 Studio 535 sq. ft. $627 50% of Median
16 Studio 535 sq. ft. $762 60% of Median
2 1 Br/1 Ba 712 sq. ft. $661 50% of Median
12 1 Br/1 Ba 712 sq. ft. $669 50% of Median
65 1 Br/1 Ba 712 sq. ft. $813 60% of Median
8 1 Br/1 Ba 712 sq. ft. $1,300 Market
6 2 Br/1 Ba 867 sq. ft. $446 30% of Median
23 2 Br/1 Ba 867 sq. ft. $792 50% of Median
56 2 Br/1 Ba 1,000 sq. ft. $965 60% of Median
4 2 Br/2 Ba 1,100 sq. ft. $965 60% of Median
6 2 Br/2 Ba 1,177 sq. ft. $965 60% of Median
5 2 Br/2 Ba 1,177 sq. ft. $1600 Market
7 2 Br/2 Ba 1,223 sq. ft. $1,750 Market
1 3 Br/2 Ba 1,201 sq. ft. $979 60% of Median
3 3 Br/2 Ba 1,201 sq. ft. $1,103 60% of Median
4 3 Br/2 Ba 1,201 sq. ft. $1,800 Market
The tax exemption achieved by the proposed organization structure results in a deep level of affordability at this exceptional central Austin site. The tax exemption has a value of approximately $250,000 per annum, which results in an extra $4 million in loan proceeds. Without this boost in loan proceeds, the Development could not have any units at 30% or 50% AMI, and instead would have to charge all units the 60% AMI rents. Additionally, without the tax exemption, the Development would need an extra $1,750,000 in G.O. bond funding to make the deal feasible even at all 60% AMI rents. Unlike many bond deals proposed or under construction currently, this site is not located in a qualified census tract and thus does not qualify for the 30% boost available in more impoverished areas. This is another reason that the property tax exemption is critical for the financial feasibility of this development.
Proposed Organizational Structure See proposed organization chart attached. Austin DMA Housing II, LLC (the “Owner”) is in the process of being formed and will serve as the owner entity that will own the improvements. DMA Aldrich 51, LLC, a to-be formed single purpose entity, will serve as the Special Member, and an investor will be selected to serve as the Investor Member. AHFC, or one of its affiliates, will serve as the Managing Member.
Tax Exemption The proposed ownership structure is expected to generate ad valorem tax exemption for the Project. AHFC, as proposed owner of the land, will work with Developer to obtain confirmation of the availability of such exemption from the Travis County Central Appraisal District. The parties will structure the construction contract in a manner that assures the sales tax exemption.
Site Control The City of Austin currently owns the site, which Catellus Austin, LLC has the authority to sell pursuant to the Master Development Agreement between the City of Austin and Catellus Austin, LLC. DMA Development Company, LLC and Catellus Austin, LLC will soon execute a Purchase and Sale Agreement for approximately 3.465 acres located at the northwest intersection of Barbara Jordan and Aldrich Street in Austin, Texas. At the land closing, Catellus Austin, LLC will transfer title to the fee
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simple estate to DMA Development Company, LLC. At the closing of the construction financing, DMA will then transfer title to the fee simple estate to AHFC or one of its affiliates. The purchase price is $1,800,000.
AHFC or one of its affiliates will then simultaneously lease the fee simple estate to Austin DMA Housing II, LLC for a term of 65 years or longer for an upfront lease payment of $1,800,000. Austin DMA Housing II, LLC will have a leasehold interest in the land and will own the improvements.
Management of the Partnership Because AHFC must serve as the Managing Member for purposes of the property tax exemption, the company agreement for the owner entity will state that AHFC will make management decisions, with DMA’s consent over the major ones like the development budget, annual operating budgets, and selection of the management company. However, we propose certain ancillary agreements that will enable AHFC to delegate these decisions to DMA. In this way, DMA can manage the risk created by the guaranties that DMA will provide to investors and lenders. Such ancillary agreements will include:
a. An Asset Management Agreement to allow AHFC to delegate the most critical financial responsibilities including those that are traditionally performed by the general partner in a tax credit partnership. The delegated responsibilities can include, for example, preparing development and operating budgets; preparing draw requests; establishing and maintaining bank accounts for the owner; executing contracts and agreements with vendors, suppliers, service companies, utility providers, etc. within the parameters of the budgets; overseeing the selection of the management company and accounting firm and submission of the annual audit.
b. A Master Agreement to provide that the DMA guarantor has the right to approve the budget and all income and expense matters related to the debt service calculation for release of the operating deficit guaranty. It will also provide DMA with authority to sign documents in the event of a default or threatened enforcement action. In the event that a payment has been made under a guaranty for a default caused by AHFC, AHFC will reimburse the DMA guarantor with its share of cash flow and developer fee. To the extent the guarantor pays for any repurchase obligation, the guarantor will have the right to step into the shoes of the investor limited partner/member as 99.99% owner.
Cash Flow Split.
DMA proposes a cash flow split of 70% to DMA; 30% to AHFC after payment of deferred developer fee and any priority cash flow distributions to the investor member.
Development Responsibilities 1. DMA Development Company, LLC (the “Developer”) will serve as the lead developer; AHFC
or one of its affiliates will serve as co-developer.
2. DMA Development Company, LLC will make all development decisions, although development agreement can provide for certain consent rights over major development decisions, should AFHC desire.
3. DMA Development Company, LLC will provide all guaranties required by the lenders and investors.
4. Developer fee split. DMA proposes a development fee split of 90% to DMA; 10% to AFHC.
5. Bond Issuer and related fees. AHFC will issue the bonds and receive the associated fees.
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Financing The Owner will apply for tax-exempt private activity bond financing (the “Bonds”) through the Texas Bond Review Board and 4% housing tax credits (the “HTCs”) through the Texas Department of Housing & Community Affairs (“TDHCA”).
When the Owner receives the Bonds, the Developer shall be responsible for selecting the lender and negotiating the loan terms on behalf of the Owner, provided that AHFC shall have the right to review and approve the financing arrangements and the terms and conditions of any loan documents. Financing may be secured with a deed of trust lien against the Project leasehold estate created by the Ground Lease and on the fee estate owned by AHFC. The issuer will be AHFC, and AHFC will be entitled to receive the following fees: $5,000.00 at application, and an amount equal to one-half of one percent of the bonds issued at closing. The Developer shall be responsible for negotiating the sale of the HTCs generated by the Project to one or more HTC investors, and the corresponding HTC equity (the “Equity”), provided that AHFC shall have the right to approve (which approval shall not be unreasonably withheld or delayed) the identity of the investor member selected (the “Investor Member”) and the terms of the letter of intent. The Developer and AHFC shall be jointly responsible for negotiating the terms and conditions of the Amended and Restated Company Agreement (the "Company Agreement").
AHFC shall be entitled to thirty percent (30%) of the cash flow, in the form of a Managing Member Supervisory Management Fee annually upon completion of the annual audit. These payment terms will be included in the Company Agreement. Notwithstanding the foregoing, the cash flow provisions must be approved by the Investor Member, and the permanent lender.
All proceeds from sale or refinance of the Project will be shared, at least eighty (80%) to the Special Member. Annual Monitoring Fee In accordance with AHFC Bond Financing Rules, an annual monitoring fee will be paid to AHFC in the amount which is the greater of: $1,200 or $12 per unit or an amount equal to 0.003 times the amount of bonds outstanding on January 1 of each year.
Management and Construction
Developer’s management company shall manage the Property. An affiliate of AHFC or another nonprofit entity shall serve as the construction company to achieve the sales tax exemption on construction materials, with the construction work subcontracted to a reputable builder selected by the Developer.
Exit Strategy In order for the property to obtain an ad valorem tax exemption, the Managing Member shall at all times have an option to compel title to the property. During the initial tax credit compliance period, this option price will be at a price satisfactory to the Investor Member so to reimburse the Investor Member all capital contributions plus costs, expenses and lost profits if in the event the option is exercised. After the investor member has withdrawn from the ownership structure, the purchase option shall be at fair market value. The Special Member shall have a secondary purchase option at the end of the tax credit compliance period to purchase the Project at fair market value in the event the Managing Member declines to exercise its primary purchase option.
In the event that the Managing Member and Special Member elect at the end of the tax credit compliance period to resyndicate the Project to allow for additional improvements and to maintain the Project as affordable housing, the parties will enter into an agreement for the resyndication under substantially the same terms and conditions as contained in this proposal.
Proposed Organizational Chart of Ownership Entity
Development Owner Austin DMA Housing II, LLC
(to be formed)
Investing Member (proposed) TBD
99.98%
Special Member DMA Aldrich 51, LLC
(to be formed) 0.01%
Managing Member DMA Community Ventures II, LLC
90%
Managing Member AHFC Aldrich 51 Non-Profit Corp
(to be formed) 0.01%
Board of Directors Bert Lumbreras Betsy Spencer Rebecca Giello
Managing Member JSA Community Ventures, LLC
10%
Sole Member/Manager Diana McIver
100%
Sole Member/Manager Janine Sisak
100%
Organizational Chart of Developer
Co-Developer DMA Development Company, LLC
(HUB) 90%
Member/Manager Diana McIver (individual)
100%
Co-Developer AHFC Aldrich 51 Non-Profit Corp
(to be formed) 10%
Board of Directors Bert Lumbreras Betsy Spencer Rebecca Giello