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1 Request for Proposal for Competitive Proposals Engagement LIHTC Investor Services for Kingfield, Jackson, TN 1. Introduction Tennessee Housing Development Corporation (“THDC”) wishes to obtain a LIHTC investor to finance a portion of the costs of its Kingfield low-income multi-family housing developments in Jackson, TN. THDC is a development instrumentality controlled by the Jackson Housing Authority (“JHA”). There are two possibilities of how Kingfield will be developed. Either way, when completed Kingfield will have 81-units, 31 existing and 50 new units. Kingfield involves use of HUD’s Rental Assistance Demonstration (RAD) program. Kingfield is the fifth LIHTC project of THDC. A summary of the THDC LIHTC properties is at Appendix C. The two options are: #1 Two distinct properties and legal entities, named Kingfield North (50 units new construction) and Kingfield South (31 existing units). 15 of the 50 Kingfield North units will having RAD operating subsidy, and 16 of the 31 Kingfield South unis having RAD subsidy. The balance of units at each portion of Kingfield will have Project-Based Voucher (PBV) operating subsidy. The two-part owner structure came about because of the 9% allocation process of the Tennessee Housing and Development Authority (“THDA”). THDC as Sponsor/Developer applied to THDA for an allocation of 9% credits for the 50 new unit component, known as Kingfield North. The bifurcation of the property was done given an analysis of point awards, and calculation of probability of a 9% allocation. It was determined that a 9% application with both new and rehab units would not get sufficient points for an award. Thus Kingfield North will proceed using 9% credits, and Kingfield South with 31 rehab units will proceed using 4% credits. (A site plan showing the two components of Kingfield is found at Appendix B.) #2 — A single property and legal entity. This option would be used if THDA does not allocate 9% LIHTC to Kingfield North. The two components will be a single property and single legal entity. THDA announcement of allocation is to be in early June. If a 9% allocation is awarded to Kingfield North, immediate notice will be provided to RFP recipients, including elimination of option #2 from the RFP. Thus THDC is requesting proposals for… A) Investor participation in the 9% Kingfield North 50 unit deal, with associated proposal via an investor collaborator or affiliate for a construction bridge loan. B) Investor participation in the 4% Kingfield South 31 unit deal, with associated proposal via an lender collaborator or affiliate for the 4% bond. C) Investor participation in a 4% Kingfield 81 unit deal, with associated proposal via an lender collaborator or affiliate for the 4% bond.
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Request for Proposal for Competitive Proposals Engagement

LIHTC Investor Services for Kingfield, Jackson, TN

1. Introduction Tennessee Housing Development Corporation (“THDC”) wishes to obtain a LIHTC investor to finance a portion of the costs of its Kingfield low-income multi-family housing developments in Jackson, TN. THDC is a development instrumentality controlled by the Jackson Housing Authority (“JHA”). There are two possibilities of how Kingfield will be developed. Either way, when completed Kingfield will have 81-units, 31 existing and 50 new units. Kingfield involves use of HUD’s Rental Assistance Demonstration (RAD) program. Kingfield is the fifth LIHTC project of THDC. A summary of the THDC LIHTC properties is at Appendix C. The two options are: #1 — Two distinct properties and legal entities, named Kingfield North (50 units new construction) and Kingfield South (31 existing units). 15 of the 50 Kingfield North units will having RAD operating subsidy, and 16 of the 31 Kingfield South unis having RAD subsidy. The balance of units at each portion of Kingfield will have Project-Based Voucher (PBV) operating subsidy. The two-part owner structure came about because of the 9% allocation process of the Tennessee Housing and Development Authority (“THDA”). THDC as Sponsor/Developer applied to THDA for an allocation of 9% credits for the 50 new unit component, known as Kingfield North. The bifurcation of the property was done given an analysis of point awards, and calculation of probability of a 9% allocation. It was determined that a 9% application with both new and rehab units would not get sufficient points for an award. Thus Kingfield North will proceed using 9% credits, and Kingfield South with 31 rehab units will proceed using 4% credits. (A site plan showing the two components of Kingfield is found at Appendix B.) #2 — A single property and legal entity. This option would be used if THDA does not allocate 9% LIHTC to Kingfield North. The two components will be a single property and single legal entity.

THDA announcement of allocation is to be in early June. If a 9% allocation is awarded to Kingfield North, immediate notice will be provided to RFP

recipients, including elimination of option #2 from the RFP. Thus THDC is requesting proposals for…

A) Investor participation in the 9% Kingfield North 50 unit deal, with associated proposal via an investor collaborator or affiliate for a construction bridge loan.

B) Investor participation in the 4% Kingfield South 31 unit deal, with associated proposal via an lender collaborator or affiliate for the 4% bond.

C) Investor participation in a 4% Kingfield 81 unit deal, with associated proposal via an lender collaborator or affiliate for the 4% bond.

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The Kingfield North property is to be acquired via ground lease from the Jackson Housing Authority (“JHA”) by Kingfield LLC, a single-purpose LLC created by THDC. THDC is an instrumentality controlled by JHA. The LLC for the property is organized to complete new construction of units and a management/maintenance building with community space. The LLC will operate the affordable housing at this site. The property will be managed by the Jackson Housing Authority, which manages the four (4) other LIHTC properties of THDC. The Kingfield South property has 22 buildings (1 non-residential). The buildings are to be acquired from the Jackson Housing Authority (“JHA”) with a related ground lease. The owner entity would be Kingfield South LLC, a single-purpose LLC to be created by THDC. The Kingfield South LLC will operate the affordable housing at this site. The property also will be managed by the Jackson Housing Authority. Financials for Kingfield North, Kingfield South and Kingfield Combo are in Appendix A. The Kingfield North financial arrangement with the expected allocation of 9% LIHTC with the investor means that there needs to be a construction/bridge loan from a conventional lender. There will also be a “soft” JHA Affordable Housing Mortgage, which includes the pre-development, closing and initial hard costs. It is expected that there will be a portion of the LIHTC investor funds provided at closing, with timing of the balance of the funds a key element of the proposal. The Kingfield South financial arrangement with 4% LIHTC with the investor means that there needs to be a bond. There will be a “soft” JHA Affordable Housing Mortgage, which includes the pre-development, closing and initial hard costs. There will also be a JHA Purchase Money Note equal to 95% of the appraised value of the existing development. As with Kingfield North, it is expected that there will be a portion of the LIHTC investor funds provided at closing, with timing of the balance of the funds a key element of the proposal. The Kingfield Combo financial arrangement with 4% LIHTC with the investor means that there needs to be a bond. There will be a “soft” JHA Affordable Housing Mortgage, which includes the pre-development, closing and initial hard costs. There will also be a JHA Purchase Money Note equal to 95% of the appraised value of the existing development. As with Kingfield North and Kingfield South, it is expected that there will be a portion of the LIHTC investor funds provided at closing, with timing of the balance of the funds a key element of the proposal. A contract for construction services for each property is in process of being obtained, also by a Request for Proposals (RFP) process. If the Kingfield North and Kingfield South approach is used, construction services for each property will be by the same General Contractor (“GC”). It is expected that the selection of the GC will be complete by the end of June, 2016. Legal services for the LLCs are provided by Klein-Hornig (John Achatz, lead). Financial services are provided by CohnReznick (Nick Ratti, lead).

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2. General Statement of Work The competitive proposals method considers the Offeror’s qualifications, capability, approach, price and schedule. The Offeror includes value-added elements as part of the proposal. Offerors are expected to apply techniques that meet each of the conditions set for in this Request for Proposal. Within these criteria, the Offeror is encouraged to be creative and innovative. The work is to provide syndicator/investor services for…

• The expected 9% LIHTC allocation for Kingfield North, with associated lender for the construction/bridge loan.

coordinated with • The 4% LIHTC allocation for Kingfield South, with associated underwriting of tax-

exempt debt related to the 4% LIHTC allocation. OR

• The 4% LIHTC allocation for all of Kingfield, with associated underwriting of tax-exempt debt related to the 4% LIHTC allocation.

Architectural drawings (50% completion) are found at Appendix B. Various due diligence documents (such as market study and environmentals) are available on request, in PDF form. 3. Proposal Documents All information associated with the RFP is contained in this document. 4. Proposal Security No Proposal Security is required with the submittal of a proposal. 5. Questions regarding this RFP Any questions from potential Offerors concerning this RFP must be submitted by email, directed

to Misty Gordon, THDC, at [email protected] All requests must be received by 11:30 a.m. CT on Thursday, June 23, 2016.

There will be no response to requests received after that date and time. There will no pre-proposal conference. 6. Special Contracting Requirements The work will be funded in part with financial assistance from the U.S. Department of Housing and Urban Development (HUD). Offerors are hereby notified to carefully familiarize themselves with all applicable conditions and requirements. Special attention is hereby drawn to the following:

Nondiscrimination in Employment: The successful Offeror will be required to comply with the President’s Executive Order Number 11246. Eligibility: Awards will not be made to individuals or firms which are on lists of contractors ineligible to receive awards from the United States as furnished from time to time by the Department of Housing and Urban Development.

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7. Form of Proposals A Proposal is to be submitted organized in the sections outlined below. The proposal must have a cover letter signed by a person authorized to bind the firm. The proposal must contain the address, office, cell phone and email address for the primary contact person. The proposal is to be submitted in PDF, via email. Note that elaborate proposals are not expected. What is sought in the proposal is a simple, straightforward presentation of how the Offeror will provide the services, the experience that qualifies the Offeror to do so (with particular reference to key individuals), references from similar, recent syndications, issues that impinge on meeting the schedule, and fee and payment terms. The relative importance of each factor is indicated by point assignment of the 100 total. It is THDC’s intent to maximize financial yield and minimize legal and operational complications in the LIHTC financing. The proposal must clearly distinguish Kingfield North and Kingfield South elements.

7.1 Approach — 45 points Present your proposed approach to the syndication. Discuss the steps to be taken, and the assistance that will be required of THDC staff and/or consultants. Provide proposed timing of pay-in and pricing for the LIHTC allocation for Kingfield North and Kingfield South assuming a closing date by end of September 2016, construction completion in September 2017, and leasing completed no later than December 2017. The THDC-created managing member and THDC as sponsor will be the guarantor for each property. Describe guarantees that will be required and for how much. Describe (by words and/or other means) how your approach achieves THDC’s intended objectives, and the benefits/costs of your proposed approach, both in general and in detail. In particular address improvements and/or efficiencies to the structure of the deal. Provide information on “value added” elements of your proposal. Examples of value-added include recent completion of deals of a similar sort, THDA experience, packaging of 4% and 9% LIHTC investor packages, proximity of key personnel to Jackson, and so on. In particular provide alternative pay-in amounts for (a) a traditional phased pay-in beginning at closing, (b) pay-in mostly at the 8609 stage, and (c) a third option of your choosing. Provide details for the proposed Bridge Loan and Bond financing associated with each property. Relate the bridge loan to the proposed syndication pay-in. Identify loan terms and interest rate. 7.2 Experience — 15 points Present the professional qualifications of the lead firm and other firms, notably legal counsel. Establish the specific qualifications relative to performance of the services necessary for this transaction. THDC is especially interested in knowing the skills, capabilities and experience of the key individuals who will be involved in this effort. The key individuals must be named, and their roles identified. This information is to be provided in both narrative and resume form. What is most important is to clearly understand who will be doing what, and why. The individuals proposed for the work must in fact conduct the work. It is expected the Proposal will provide evidence of the ability to undertake the syndication. Experience

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working in multifamily settings involving HUD’s RAD regulations is considered an important qualification. 7.3 References — 10 points Provide at least three (3) references for syndications and for bond/loan work. The references must be for deals either currently in progress or completed ideally within the past two (2) years. Ideally the references will be for deals of a similar type. For each reference provide name and title of contact person, address (surface and email), phone and cell numbers. Describe the nature of deal for the reference. Describe the extent to which the proposed team (firms and individuals) was involved in the deal.

7.4 Schedule — 10 points Provide a proposed schedule by week in elapsed time, showing activity and milestones. Assume that the closing will occur by late September, 2016. 7.5 Fee and Payment Terms — 20 points Provide details on the amount and nature of fees you will charge associated with the LIHTC element, including but not limited to (for example), Asset Management fees, investor services fees, legal fees, and construction inspection fees. Provide similar details on fees and rates for the loan and bond components.

9. Acceptance of Proposals The Proposal must be submitted electronically in PDF format, to be received on or before the time and date below.

Tennessee Housing Development Corporation [email protected]

by NOON CT Thursday 23 June 2016 PDF copies of the proposal are to be sent to: Tom Nutt-Powell at [email protected] John Achatz at [email protected] Proposals submitted after the specified time and date will not be accepted. THDC reserves the right to accept or reject any or all proposals, to waive any non-conformances with the requirements of this RFP, to waive any formalities, to re-advertise this Request for Proposals, to withhold the award for any reason the Owner determines and/or to take any other appropriate action 9. Withdrawal of Proposals Proposals may be withdrawn on written request (PDF, via email) addressed to THDC. Such requests may be emailed by PDF on corporate stationery. Said written request must be received prior to the due date and time for proposal submittal. Proposals may not be withdrawn after the due date and time for proposal submittal. Negligence on the part of the Offeror in preparing his or her Proposal confers no right of modification of his or her Proposal after the Proposal due date.

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10. Award Proposals are binding upon the Offeror for ninety (90) days after the date for submittal, subject to any agreed upon extension. The Competitive Proposals Process is being used. Each proposal will be evaluated on its individual merits by a ranking panel, in accordance with ranking criteria contained in the RFP which clearly identify the relative importance of price and other evaluation factors. Price will be used in determining the Competitive Range, which is those offers with a reasonable chance of obtaining the award, taking into account price and other evaluation factors as published in the RFP.

If interviews are held, they will be conducted by telephone at a mutually convenient time on Wednesday June 29. Notice will be given by 2:30 pm CT on Tuesday June 28.

The proposal that best conforms to the needs of the Owner will be recommended for approval. The Owner reserves the right to interview Offerors deemed in the Competitive Range, and/or negotiate a contract with the Offeror whose qualifications, price and other factors considered, are ranked the highest. Should one or more Offerors be asked to submit Best and Final Offers (BAFO), those Offers are also ranked and shall be binding upon the BAFO Offeror(s) for ninety (90) days after the deadline for receipt of Best and Final Offers if any. 11. Equal Opportunity THDC is an Equal Opportunity Employer.

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Appendix A

Financials

Financing/Operating/15-Year ProFormas Operating Expenses

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Kingfield North FINANCING PRO FORMA9% LIHTC, PMN, RAD, 50 units, 75% allocation 22-May-16TOTAL UNITS 50 ALL

100.00% of total% of 0

FINANCE D E T A I L S Sources per Unit NOTESJHA Affordable Housing Mortgage JHA 31.83% $3,065,000 $87,571 SOFT DEBT (estimate, actual TBD)Interest Rate 2.24% AFR (May 2016)Term in years 40Purchase Money Note (95% of acquisition price) JHA 0.00% $0 $0 land leaseInterest Rate (PMN) 2.24% AFR (May 2016)Term (PMN) in years 40

THDC Pre-Dev Loan $850,000 covers Pre-Dev Soft Costs; repaid at close-outBridge Loan $6,000,000 assumes 10% equity at closing

HARD C O S T S Total % $0 per Unit NOTES Acquisition $0 0.00% $0 $0 Land lease only Construction (direct trades) $5,010,716 52.04% $5,010,716 $143,163 estimate Contingency $718,725 7.46% $718,725 $20,535 Estimate (all purposes) 12.5% trades & markup Permits & Fees $37,580 0.39% $37,580 $1,074 GC General Conditions 6% $300,643 3.12% $300,643 $8,590 6/2/6 per requirements GC Overhead 2% $100,214 1.04% $100,214 $2,863 6/2/6 per requirements GC Profit 6% $300,643 3.12% $300,643 $8,590 6/2/6 per requirements

Total Acq & HardCosts $6,468,522 67.18% $6,468,522 $184,815Total Hard Costs $6,468,522 $291,083 4.50% of hard costs ($393k= 5%)

Total Hard Cost per DU $129,370

SOFT C O S T S Total $0 per Unit NOTESFees & Soft Costs s Professional Fees (A/E +) $418,722 4.35% $418,722 $11,963 6.47% of hard costs Split 1&2 Kings Project Administration $40,123 0.42% $40,123 $1,146 includes clerk-of-works Document Review Costs $20,741 0.22% $20,741 $593 includes due diligence, A/E, legal Accounting & Cost Certifications $55,000 0.57% $55,000 $1,571 includes pre-closing,, 8609, audit/tax returns Developer Legal/Org/Partnership $60,000 0.62% $60,000 $1,714 Filings, Deal Documents, Closing, Close-out Market Study $6,500 0.07% $6,500 $186 Due Diligence Environmental $15,000 0.16% $15,000 $429 Due Diligence Survey $19,877 0.21% $19,877 $568 Due Diligence Appraisal $0 0.00% $0 $0 Due Diligence Capital Needs Assessment $0 0.00% $0 $0 Not needed for newFinancing Costs Title & Recording Fees $20,000 0.21% $20,000 $571 JHA Interest Costs during Development $102,984 1.07% $102,984 $2,942 Bridge Loan Fees & Costs $120,000 1.25% $120,000 $3,429 estimate Bridge Loan Interest Costs $600,000 6.23% $600,000 $17,143 24 months 5% Financing Documentation (HUD, other) $51,100 0.53% $51,100 $1,460 includes conventional, LIHTC, M-FTax Credit & Syndication Costs Tax Credit Fees $43,638 0.45% $43,638 $1,247 Reservation is 6.25% of allocation. App is $1575 TC Monitoring Fees $25,000 0.26% $25,000 $714 Monitoring $500/duReserves & Escrows

Marketing and Lease-Up $29,630 0.31% $29,630 $847 Escrow for staff expenses during lease-up Operating Reserve $125,000 1.30% $125,000 $3,571 $2500/duOther

Developer's Fee $1,250,000 12.98% $1,250,000 $35,714 99.46% < % of permitted. Cap is 15% of Costs (excluding Acq) + 10% of Acq

Relocation $0 0.00% $0 $0 31 households temporary Contingency $156,429 1.62% $156,429 $4,469 4.95% < Actual 5%± of soft costs.

Sub-Total Soft Costs $3,159,743 32.82% $3,159,743 $90,278Total Per DU $63,195

Total Project Development Costs $9,628,265 $9,628,265 $275,093Total Per DU $192,565

Total Per Res SF $231.43 % by category 100.0%

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Kingfield North 9% LIHTC, PMN, RAD, 50 units, 75% allocation OPERATING PRO FORMA22-May-16

TOTAL UNITS 50 35 Non-RAD 15 RAD Comments70.0% of total 30.0% of total

I N C O M E per Unit per Unit

Gross Potential Non-RAD Rent $209,400 $5,983 NA NA

Gross Potential RAD Rent NA $88,920 $5,928 See "Rent Calc" tab for detail

Total Gross Potential Rent (GPR) $209,400 $5,983 $88,920 $5,928

Less Vacancy (Non-RAD) 6% ($12,564) ($359) NA Less Vacancy (RAD) 6% $0 n/a ($5,335) ($356)

Net Rental Income $196,836 $5,624 $83,585 $5,572

Total Other Income $4,597 $131 $1,970 $131 See "Rent Calc" tab for detail

Effective Gross Income (EGI) $286,987 $201,433 $5,755 $85,555 $5,704

E X P E N S E S % of total Non-RAD per Unit RAD per Unit NOTESFixed (RE Taxes +) 20.5% $33,747 $964 $14,463 $964 Estimated. Utilities 16.3% $26,771 $765 $11,473 $765 Estimated. Maintenance Contracts + 12.6% $20,620 $589 $8,837 $589 Estimated. Staff + Mgt Fee 38.3% $62,821 $1,795 $26,923 $1,795 Estimated. Other Direct Costs 12.3% $20,267 $579 $8,686 $579 Estimated. Includes "placeholder".Subtotal Expenses 100.0% $164,226 $4,692 $70,382 $4,692Contribution(s) to:

Reserves $14,700 $420 $6,300 $420Total Expenses $255,608 $178,926 $5,112 $76,682 $5,112

NOI (Annual) net>> $31,379 $22,507 $643 $8,872 $591

Capital Improvements:Funded from reserves $0 $0 Annual need coverd by Reserves

DEBT SERVICE: Calc'd Annual JHA Loan ($116,813) $22,507 ($643) $8,872 ($591) pay at calculated actual, proportioned

Deferred Developer Fee $0 $0 $0 $0 Pay-Off before any PMN or JHA loan paydown

Total Debt Service ($22,507) ($643) ($8,872) ($591)

Cash Flow After Debt Service $0 $0 $0 $0

Below The Line Payments

Investor Asset Management Fee $0 $0 $0 $0 See Operating Expenses

Company Management Fee $0 $0 $0 $0 See Operating Expenses

Total Below The Line $0 $0 $0 $0

GROSS CASH FLOW $0 $0

Net Cash Flow $0

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Kingfield North9% LIHTC, PMN, RAD, 50 units, 75% allocation

15-Year PRO FORMA as of 22-May-16

Kingfield North 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

Both RAD and Non-RAD UNITS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

TOTAL UNITS>> 50INCOME

Rents, RAD 88,920 91,588 94,335 97,165 100,080 103,083 106,175 109,360 112,641 116,020 119,501 123,086 126,779 130,582 134,499

Rents, Non-RAD 209,400 213,588 217,860 222,217 226,661 231,195 235,818 240,535 245,345 250,252 255,257 260,363 265,570 270,881 276,299

Gross Rental Income 298,320 305,176 312,195 319,382 326,742 334,277 341,994 349,895 357,987 366,273 374,758 383,449 392,348 401,463 410,798

Other Income 6,567 6,718 6,872 7,031 7,193 7,359 7,529 7,703 7,881 8,064 8,251 8,442 8,638 8,839 9,045

Less Vacancy Loss RAD (5,335) (5,495) (5,660) (5,830) (6,005) (6,185) (6,371) (6,562) (6,758) (6,961) (7,170) (7,385) (7,607) (7,835) (8,070)

Less Vacancy Loss Non-RAD (12,564) (12,815) (13,072) (13,333) (13,600) (13,872) (14,149) (14,432) (14,721) (15,015) (15,315) (15,622) (15,934) (16,253) (16,578)

Total Effective Gross Income 286,987 293,583 300,336 307,250 314,330 321,579 329,003 336,604 344,389 352,360 360,524 368,884 377,446 386,215 395,195

OPERATING EXPENSES annual increase> 3.00%

Salaries (with benefits) 62,744 64,626 66,565 68,562 70,619 72,737 74,919 77,167 79,482 81,866 84,322 86,852 89,458 92,141 94,906

Property Mgmt. Fee pupm> $35.00 27,000 27,810 28,644 29,504 30,389 31,300 32,239 33,207 34,203 35,229 36,286 37,374 38,496 39,650 40,840

Utilities Expenses 38,244 39,392 40,574 41,791 43,044 44,336 45,666 47,036 48,447 49,900 51,397 52,939 54,527 56,163 57,848

Maintenance 24,519 25,254 26,012 26,792 27,596 28,424 29,276 30,155 31,059 31,991 32,951 33,939 34,958 36,006 37,086

Snow Removal 4,938 5,086 5,239 5,396 5,558 5,725 5,897 6,073 6,256 6,443 6,637 6,836 7,041 7,252 7,470

Insurance 15,432 15,895 16,372 16,863 17,369 17,890 18,427 18,980 19,549 20,135 20,739 21,362 22,002 22,663 23,342

Real Estate Taxes/PILOT 27,778 28,611 29,469 30,354 31,264 32,202 33,168 34,163 35,188 36,244 37,331 38,451 39,604 40,793 42,016

Supportive Services** 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Less payment of Supportive Services from Reserve** 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Advertising 926 954 982 1,012 1,042 1,073 1,106 1,139 1,173 1,208 1,244 1,282 1,320 1,360 1,401

Telephone/office expenses 6,667 6,867 7,073 7,285 7,503 7,728 7,960 8,199 8,445 8,698 8,959 9,228 9,505 9,790 10,084

Accounting 12,400 12,772 13,155 13,550 13,956 14,375 14,806 15,250 15,708 16,179 16,665 17,164 17,679 18,210 18,756

Security 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Replacement Reserves 21,000 21,630 22,279 22,947 23,636 24,345 25,075 25,827 26,602 27,400 28,222 29,069 29,941 30,839 31,764

Investor Services Fees 8,960 9,229 9,506 9,791 10,085 10,388 10,699 11,020 11,351 11,691 12,042 12,403 12,776 13,159 13,554

Ground Lease Payments 5,000 5,150 5,305 5,464 5,628 5,796 5,970 6,149 6,334 6,524 6,720 6,921 7,129 7,343 7,563

TOTAL OPERATING EXPENSES 255,608 263,276 271,175 279,310 287,689 296,320 305,209 314,366 323,797 333,510 343,516 353,821 364,436 375,370 386,631

NET OPERATING INCOME 31,379 30,306 29,161 27,940 26,641 25,260 23,793 22,239 20,592 18,850 17,008 15,063 13,010 10,845 8,565

DEBT SERVICE

1st Mortgage — JHA Loan Interest Rate> 2.24% (31,379) (30,306) (29,161) (27,940) (26,641) (25,260) (23,793) (22,239) (20,592) (18,850) (17,008) (15,063) (13,010) (10,845) (8,565)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

TOTAL DEBT SERVICE (31,379) (30,306) (29,161) (27,940) (26,641) (25,260) (23,793) (22,239) (20,592) (18,850) (17,008) (15,063) (13,010) (10,845) (8,565)

Payment of Deferred Developer Fee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

NET CASH FLOW 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0JHA Loan Balance 3,065,000 3,102,277 3,141,461 3,182,669 3,226,021 3,271,643 3,319,668 3,370,235 3,423,490 3,479,584 3,538,677 3,600,936 3,666,534 3,735,654 3,808,488 3,885,233

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Housing-SolutionsDeal DesignerKingfield North OPERATING EXPENSES 9% LIHTC, PMN, RAD, 50 units, 75% allocation

# Units 50 Non-RAD RADFIXED EXPENSES # Buildings 21 % of 35 15

Per Unit Total 70.0% 30.0%Real Estate Taxes $27,778 $556 10.9% $19,444 $8,333Other Taxes or Assessments $0 $0 0.0% $0 $0Insurance $15,432 $309 6.0% $10,802 $4,630Licenses $0 $0 0.0% $0 $0Ground Lease $5,000 $100 2.0% $3,500 $1,500

Sub-Total $48,210 $964 18.9% $33,747 $14,463

OPERATING EXPENSES UtilitiesElectricity $8,800 $176 3.4% $6,160 $2,640Water & Sewer $22,654 $453 8.9% $15,858 $6,796Trash Removal $6,790 $136 2.7% $4,753 $2,037

Sub-Total $38,244 $765 15.0% $26,771 $11,473 Maintenance & Repair (contracts and supplies)Int. & Ext. Decorating $0 $0 0.0% $0 $0Cleaning/Turnover $3,086 $62 1.2% $2,160 $926Janitorial/Grounds Supplies $14,198 $284 5.6% $9,938 $4,259Security $444 $9 0.2% $311 $133Pest Control $5,556 $111 2.2% $3,889 $1,667Plumbing/Electric $1,235 $25 0.5% $864 $370Repairs Contract $0 $0 0.0% $0 $0Site (Landscaping+) $4,938 $99 1.9% $3,457 $1,481Other $0 $0 0.0% $0 $0

Sub-Total $29,457 $589 11.5% $20,620 $8,837 StaffManagement Fee pum $45.00 $27,000 $540 10.6% $18,900 $8,100Management Salary $20,988 $420 8.2% $14,691 $6,296Res. Man. Apt. Allow. $0 $0 0.0% $0 $0Management Assistant $0 $0 0.0% $0 $0Maintenance Super $0 $0 0.0% $0 $0Maintenance Staff $20,802 $416 8.1% $14,562 $6,241Adm/Maintenance Secy $1,481 $30 0.6% $1,037 $444Security Salary $0 $0 0.0% $0 $0Benefits $19,472 $389 7.6% $13,631 $5,842

Sub-Total $89,744 $1,795 35.1% $62,821 $26,923 Other Direct CostsAdvertising $926 $19 0.4% $648 $278Telephone $1,420 $28 0.6% $994 $426Legal & Audit $9,000 $180 3.5% $6,300 $2,700Accounting/Occupancy $3,400 $68 1.3% $2,380 $1,020Office Supplies/Expense $4,321 $86 1.7% $3,025 $1,296Misc. Administrative $8,960 $179 3.5% $6,272 $2,688Other $926 $19 0.4% $648 $278

Sub-Total $28,953 $579 11.3% $20,267 $8,686

TOTAL OPERATING EXPENSES $234,608 $4,692 91.8% $164,226 $70,382

Reserves for Replacement $21,000 $420 8.2% $14,700 $6,300Painting Reserve $0 $0 0.0% $0 $0Other $0 $0 0.0% $0 $0Other $0 $0 0.0% $0 $0TOTAL TO RESERVES $21,000 $420 8.2% $14,700 $6,300

Total Expenses and Reserves $255,608 $5,112 $178,926 $76,682

PUPM $426.00

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Kingfield South FINANCING PRO FORMA4% LIHTC, JHA "soft" Debt, PMN, RAD 22-May-16

TOTAL UNITS 31 ALL100.00% of total

% of 0FINANCE D E T A I L S Sources per Unit NOTESJHA Affordable Housing Mortgage JHA 33.15% $1,373,000 $85,813 SOFT DEBT (includes PreDev)Interest Rate 2.24% AFR (May 2016)Term in years 40Purchase Money Note (95% of acquisition price) JHA 30.67% $1,270,250 $79,391 SOFT DEBTInterest Rate (PMN) 2.24% AFR (May 2016)Term (PMN) in years 40

Bridge Loan $2,184,000 52% of total costs Repaid at close-out

HARD C O S T S Total % $0 per Unit NOTES Acquisition $1,335,000 32.23% $1,335,000 $83,438 Per Nov 2015 appraisal excludes land value (ground lease) Construction (direct trades) $1,186,828 28.66% $1,186,828 $74,177 estimate Contingency $170,236 4.11% $170,236 $10,640 Estimate (all purposes) 12.5% trades & markup Permits & Fees $8,901 0.21% $8,901 $556 GC General Conditions 6% $71,210 1.72% $71,210 $4,451 6/2/6 per requirements GC Overhead 2% $23,737 0.57% $23,737 $1,484 6/2/6 per requirements GC Profit 6% $71,210 1.72% $71,210 $4,451 6/2/6 per requirements

Total Acq & HardCosts $2,867,121 69.23% $2,867,121 $179,195Total Hard Costs $1,532,121 $68,945 4.50% of hard costs ($393k= 5%)

Total Hard Cost per DU $49,423

SOFT C O S T S Total $0 per Unit NOTESFees & Soft Costs s Professional Fees (A/E +) $160,252 3.87% $160,252 $10,016 10.46% of hard costs Shared with 2nd Kings Project Administration $24,877 0.60% $24,877 $1,555 includes clerk-of-works Document Review Costs $12,859 0.31% $12,859 $804 includes due diligence, A/E, legal Accounting & Cost Certifications $65,000 1.57% $65,000 $4,063 includes pre-closing,, 8609, audit/tax returns Developer Legal/Org/Partnership $30,617 0.74% $30,617 $1,914 Filings, Deal Documents, Closing, Close-out Market Study $2,488 0.06% $2,488 $155 Due Diligence Environmental $5,741 0.14% $5,741 $359 Due Diligence Survey $12,323 0.30% $12,323 $770 Due Diligence Appraisal $4,593 0.11% $4,593 $287 Due Diligence Capital Needs Assessment $7,500 0.18% $7,500 $469 Due DiligenceFinancing Costs Title & Recording Fees $12,500 0.30% $12,500 $781 JHA Interest Costs during Development $46,133 1.11% $46,133 $2,883 Bond Fees & Costs $100,000 2.41% $100,000 $6,250 estimate Bond Interest Costs $245,700 5.93% $245,700 $15,356 30 months 4.5% Financing Documentation (HUD, other) $19,557 0.47% $19,557 $1,222 includes conventional, LIHTC, M-FTax Credit & Syndication Costs Tax Credit Fees $13,750 0.33% $13,750 $859 Reservation is 5% of allocation. App is $1200 TC Monitoring Fees $12,400 0.30% $12,400 $775 Monitoring $400/duReserves & Escrows

Marketing and Lease-Up $18,370 0.44% $18,370 $1,148 Escrow for staff expenses during lease-up Operating Reserve $77,500 1.87% $77,500 $4,844 $2500/duOther

Developer's Fee $308,000 7.44% $308,000 $19,250 99.98% < % of permitted. Cap is 15% of Costs (excluding Acq) + 10% of Acq

Relocation $18,600 0.45% $18,600 $1,163 31 households temporary Contingency $75,814 1.83% $75,814 $4,738 5.95% < Actual 5%± of soft costs.

Sub-Total Soft Costs $1,274,573 30.77% $1,274,573 $79,661Total Per DU $41,115

Total Project Development Costs $4,141,694 $4,141,694 $258,856Total Per DU $133,603

% by category 100.0%Equity Required $1,498,444 $93,653 includes Deferred JHA Loan interest

Page 13: Request for Proposal for Competitive Proposals Engagement...Request for Proposal for Competitive Proposals Engagement LIHTC Investor Services for Kingfield, Jackson, TN 1. ... (RAD)

Housing-SolutionsDeal Designer

Kingfield South 4% LIHTC, JHA "soft" Debt, PMN, RAD OPERATING PRO FORMA22-May-16

TOTAL UNITS 31 16 Non-RAD 15 RAD Comments51.6% of total 48.4% of total

I N C O M E per Unit per UnitGross Potential Non-RAD Rent $108,384 $6,774 NA NAGross Potential RAD Rent NA $94,080 $6,272 See "Rent Calc" tab for detail

Total Gross Potential Rent (GPR) $108,384 $6,774 $94,080 $6,272

Less Vacancy (Non-RAD) 3% ($3,252) ($203) NA Less Vacancy (RAD) 3% $0 n/a ($2,822) ($188)Net Rental Income $105,132 $6,571 $91,258 $6,084

Total Other Income $2,654 $166 $2,488 $166 See "Rent Calc" tab for detail

Effective Gross Income (EGI) $201,532 $107,787 $6,737 $93,746 $6,250

E X P E N S E S % of total Non-RAD per Unit RAD per Unit NOTESFixed (RE Taxes +) 18.5% $15,427 $964 $14,463 $964 Estimated. Utilities 16.8% $13,964 $873 $13,091 $873 Estimated. Maintenance Contracts + 11.3% $9,426 $589 $8,837 $589 Estimated. Staff + Mgt Fee 34.5% $28,718 $1,795 $26,923 $1,795 Estimated. Other Direct Costs 18.9% $15,716 $982 $14,734 $982 Estimated. Includes "placeholder".Subtotal Expenses 100.0% $83,252 $5,203 $78,049 $5,203Contribution(s) to:

Reserves $6,720 $420 $6,300 $420Total Expenses $174,321 $89,972 $5,623 $84,349 $5,623

NOI (Annual) net>> $27,212 $17,815 $1,113 $9,397 $626

Capital Improvements:Funded from reserves $0 $0 Annual need coverd by Reserves

DEBT SERVICE: Calc'd Annual % of Debt JHA Loan $52,327 51.9% $9,237 $577.31 $4,872.47 $324.83 pay at calculated actual, proportioned Purchase Money Note $48,412 48.1% $8,578 $536.10 $4,524.68 $301.65 pay at calculated actual, proportioned

Deferred Developer Fee $0 $0 $0 $0 Pay-Off before any PMN or JHA loan paydown

Total Debt Service $17,815 $1,113 $9,397 $626

Cash Flow After Debt Service $0 $0 $0 $0

Below The Line Payments

Investor Asset Management Fee $0 $0 $0 $0 See Operating Expenses

Company Management Fee $0 $0 $0 $0 See Operating Expenses

Total Below The Line $0 $0 $0 $0

GROSS CASH FLOW $0 $0

Net Cash Flow $0

Total Debt Service ($100,739) ($27,212) Available to Pay27.01% % of Debt Service Paid

Page 14: Request for Proposal for Competitive Proposals Engagement...Request for Proposal for Competitive Proposals Engagement LIHTC Investor Services for Kingfield, Jackson, TN 1. ... (RAD)

Kingfield South4% LIHTC, JHA "soft" Debt, PMN, RAD

15-Year PRO FORMA as of 22-May-16

Kingfield South 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Both RAD and Non-RAD UNITS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

TOTAL UNITS>> 31INCOME

Rents, RAD 94,080 96,902 99,809 102,804 105,888 109,065 112,336 115,707 119,178 122,753 126,436 130,229 134,136 138,160 142,304

Rents, Non-RAD 108,384 110,552 112,763 115,018 117,318 119,665 122,058 124,499 126,989 129,529 132,119 134,762 137,457 140,206 143,010

Gross Rental Income 202,464 207,454 212,572 217,822 223,206 228,729 234,394 240,206 246,167 252,282 258,555 264,991 271,593 278,366 285,315

Other Income 5,142 5,270 5,401 5,536 5,673 5,815 5,960 6,109 6,262 6,419 6,579 6,744 6,914 7,087 7,266

Less Vacancy Loss RAD (2,822) (2,907) (2,994) (3,084) (3,177) (3,272) (3,370) (3,471) (3,575) (3,683) (3,793) (3,907) (4,024) (4,145) (4,269)

Less Vacancy Loss Non-RAD (3,252) (3,317) (3,383) (3,451) (3,520) (3,590) (3,662) (3,735) (3,810) (3,886) (3,964) (4,043) (4,124) (4,206) (4,290)

Total Effective Gross Income 201,532 206,501 211,596 216,823 222,183 227,682 233,323 239,108 245,044 251,132 257,378 263,785 270,359 277,102 284,021

OPERATING EXPENSES annual increase> 3.00%

Salaries (with benefits) 38,901 40,068 41,270 42,508 43,784 45,097 46,450 47,844 49,279 50,757 52,280 53,848 55,464 57,128 58,842

Property Mgmt. Fee pupm> $35.00 16,740 17,242 17,759 18,292 18,841 19,406 19,988 20,588 21,206 21,842 22,497 23,172 23,867 24,583 25,321

Utilities Expenses 27,056 27,867 28,703 29,564 30,451 31,365 32,306 33,275 34,273 35,301 36,360 37,451 38,575 39,732 40,924

Maintenance 15,201 15,658 16,127 16,611 17,109 17,623 18,151 18,696 19,257 19,834 20,430 21,042 21,674 22,324 22,994

Snow Removal 3,062 3,154 3,248 3,346 3,446 3,549 3,656 3,766 3,879 3,995 4,115 4,238 4,365 4,496 4,631

Insurance 9,568 9,855 10,151 10,455 10,769 11,092 11,425 11,767 12,120 12,484 12,858 13,244 13,642 14,051 14,472

Real Estate Taxes/PILOT 17,222 17,739 18,271 18,819 19,384 19,965 20,564 21,181 21,817 22,471 23,145 23,840 24,555 25,291 26,050

Supportive Services** 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Less payment of Supportive Services from Reserve** 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Advertising 574 591 609 627 646 666 685 706 727 749 772 795 818 843 868

Telephone/office expenses 5,059 5,211 5,367 5,528 5,694 5,865 6,041 6,222 6,409 6,601 6,799 7,003 7,213 7,430 7,653

Accounting 10,301 10,610 10,929 11,256 11,594 11,942 12,300 12,669 13,049 13,441 13,844 14,259 14,687 15,128 15,582

Security 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Replacement Reserves 13,020 13,411 13,813 14,227 14,654 15,094 15,547 16,013 16,493 16,988 17,498 18,023 18,563 19,120 19,694

Investor Services Fees 14,516 14,951 15,400 15,862 16,338 16,828 17,333 17,853 18,388 18,940 19,508 20,094 20,696 21,318 21,957

Ground Lease Payments 3,100 3,193 3,289 3,387 3,489 3,594 3,702 3,813 3,927 4,045 4,166 4,291 4,420 4,552 4,689

TOTAL OPERATING EXPENSES 174,321 179,550 184,937 190,485 196,199 202,085 208,148 214,392 220,824 227,449 234,272 241,301 248,540 255,996 263,676

NET OPERATING INCOME 27,212 26,950 26,659 26,338 25,984 25,597 25,175 24,716 24,219 23,683 23,105 22,485 21,819 21,106 20,345

DEBT SERVICE

1st Mortgage — JHA Affordable Housing Mortgage Int Rate> 2.24% (20,409) (20,213) (19,995) (19,753) (19,488) (19,198) (18,881) (18,537) (18,165) (17,762) (17,329) (16,864) (16,364) (15,830) (15,259)

2nd Mortgage — Purchase Money Note Interest Rate> 2.24% (6,803) (6,738) (6,665) (6,584) (6,496) (6,399) (6,294) (6,179) (6,055) (5,921) (5,776) (5,621) (5,455) (5,277) (5,086)

TOTAL DEBT SERVICE (27,212) (26,950) (26,659) (26,338) (25,984) (25,597) (25,175) (24,716) (24,219) (23,683) (23,105) (22,485) (21,819) (21,106) (20,345)

Payment of Deferred Developer Fee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

NET CASH FLOW 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0JHA Loan Balance 1,373,000 1,383,346 1,414,333 1,446,014 1,478,405 1,492,033 1,506,257 1,521,116 1,536,652 1,552,909 1,569,932 1,587,769 1,606,471 1,626,092 1,646,687 1,668,314

Purchase Money Note Balance 1,270,250 1,291,901 1,320,839 1,350,426 1,380,676 1,405,107 1,430,182 1,455,924 1,482,358 1,509,508 1,537,400 1,566,061 1,595,520 1,625,805 1,656,946 1,688,976

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Housing-SolutionsDeal DesignerKingfield South OPERATING EXPENSES 4% LIHTC, JHA "soft" Debt, PMN, RAD

# Units 31 Non-RAD RADFIXED EXPENSES # Buildings 21 % of 16 15

Per Unit Total 51.6% 48.4%Real Estate Taxes $17,222 $556 9.9% $8,889 $8,333Other Taxes or Assessments $0 $0 0.0% $0 $0Insurance $9,568 $309 5.5% $4,938 $4,630Licenses $0 $0 0.0% $0 $0Ground Lease $3,100 $100 1.8% $1,600 $1,500

Sub-Total $29,890 $964 17.1% $15,427 $14,463

OPERATING EXPENSES UtilitiesElectricity $8,800 $284 5.0% $4,542 $4,258Water & Sewer $14,046 $453 8.1% $7,249 $6,796Trash Removal $4,210 $136 2.4% $2,173 $2,037

Sub-Total $27,056 $873 15.5% $13,964 $13,091 Maintenance & Repair (contracts and supplies)Int. & Ext. Decorating $0 $0 0.0% $0 $0Cleaning/Turnover $1,914 $62 1.1% $988 $926Janitorial/Grounds Supplies $8,802 $284 5.0% $4,543 $4,259Security $276 $9 0.2% $142 $133Pest Control $3,444 $111 2.0% $1,778 $1,667Plumbing/Electric $765 $25 0.4% $395 $370Repairs Contract $0 $0 0.0% $0 $0Site (Landscaping+) $3,062 $99 1.8% $1,580 $1,481Other $0 $0 0.0% $0 $0

Sub-Total $18,263 $589 10.5% $9,426 $8,837 StaffManagement Fee pum $45.00 $16,740 $540 9.6% $8,640 $8,100Management Salary $13,012 $420 7.5% $6,716 $6,296Res. Man. Apt. Allow. $0 $0 0.0% $0 $0Management Assistant $0 $0 0.0% $0 $0Maintenance Super $0 $0 0.0% $0 $0Maintenance Staff $12,898 $416 7.4% $6,657 $6,241Adm/Maintenance Secy $919 $30 0.5% $474 $444Security Salary $0 $0 0.0% $0 $0Benefits $12,073 $389 6.9% $6,231 $5,842

Sub-Total $55,641 $1,795 31.9% $28,718 $26,923 Other Direct CostsAdvertising $574 $19 0.3% $296 $278Telephone $880 $28 0.5% $454 $426Legal & Audit $9,000 $290 5.2% $4,645 $4,355Accounting/Occupancy $1,301 $42 0.7% $672 $630Office Supplies/Expense $2,679 $86 1.5% $1,383 $1,296Misc. Administrative $14,516 $468 8.3% $7,492 $7,024Other $1,500 $48 0.9% $774 $726

Sub-Total $30,451 $982 17.5% $15,716 $14,734

TOTAL OPERATING EXPENSES $161,301 $5,203 92.5% $83,252 $78,049

Reserves for Replacement $13,020 $420 7.5% $6,720 $6,300Painting Reserve $0 $0 0.0% $0 $0Other $0 $0 0.0% $0 $0Other $0 $0 0.0% $0 $0TOTAL TO RESERVES $13,020 $420 7.5% $6,720 $6,300

Total Expenses and Reserves $174,321 $5,623 $89,972 $84,349

PUPM $468.58

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Kingfield N&S Combo FINANCING PRO FORMA4% LIHTC, JHA 1st & PMN, RAD, 81 units 22-May-16TOTAL UNITS 81 ALL

100.00% of total% of 0

FINANCE D E T A I L S Sources per Unit NOTESJHA Affordable Housing Mortgage JHA 51.49% $6,874,900 $134,802 SOFT DEBT (estimate, actual TBD)Interest Rate 2.24% AFR (May 2016)Term in years 40Purchase Money Note (95% of acquisition price) JHA 9.50% $1,268,250 $24,868 SOFT DEBT Interest Rate (PMN) 2.24% AFR (May 2016)Term (PMN) in years 40

THDC Pre-Dev Loan $850,000 covers Pre-Dev Soft Costs; repaid at close-outBond Loan $6,916,000 assumes 10% equity at closing

HARD C O S T S Total % $0 per Unit NOTES Acquisition $1,335,000 10.00% $1,335,000 $26,176 Per Nov 2015 appraisal minus land value (Ground lease) Construction (direct trades) $6,197,544 46.42% $6,197,544 $121,520 estimate Contingency $888,960 6.66% $888,960 $17,431 Estimate (all purposes) 12.5% trades & markup Permits & Fees $46,482 0.35% $46,482 $911 GC General Conditions 6% $371,853 2.78% $371,853 $7,291 6/2/6 per requirements GC Overhead 2% $123,951 0.93% $123,951 $2,430 6/2/6 per requirements GC Profit 6% $371,853 2.78% $371,853 $7,291 6/2/6 per requirements

Total Acq & HardCosts $9,335,643 69.92% $9,335,643 $183,052Total Hard Costs $8,000,643 $360,029 4.50% of hard costs ($393k= 5%)

Total Hard Cost per DU $98,773

SOFT C O S T S Total $0 per Unit NOTESFees & Soft Costs s Professional Fees (A/E +) $578,974 4.34% $578,974 $11,352 7.24% of hard costs Project Administration $65,000 0.49% $65,000 $1,275 includes clerk-of-works Document Review Costs $33,600 0.25% $33,600 $659 includes due diligence, A/E, legal Accounting & Cost Certifications $65,000 0.49% $65,000 $1,275 includes pre-closing,, 8609, audit/tax returns Developer Legal/Org/Partnership $60,000 0.45% $60,000 $1,176 Filings, Deal Documents, Closing, Close-out Market Study $8,988 0.07% $8,988 $176 Due Diligence Environmental $15,000 0.11% $15,000 $294 Due Diligence Survey $32,200 0.24% $32,200 $631 Due Diligence Appraisal $4,593 0.03% $4,593 $90 Due Diligence Capital Needs Assessment $7,500 0.06% $7,500 $147 Not needed for newFinancing Costs Title & Recording Fees $20,000 0.15% $20,000 $392 JHA Interest Costs during Development $273,610 2.05% $273,610 $5,365 1st & PMN Bond Loan Fees & Costs $121,030 0.91% $121,030 $2,373 estimate Bond Interest Costs $657,020 4.92% $657,020 $12,883 24 months 4.75% Financing Documentation (HUD, other) $51,100 0.38% $51,100 $1,002 includes conventional, LIHTC, M-FTax Credit & Syndication Costs Tax Credit Fees $43,638 0.33% $43,638 $856 Reservation is 6.25% of allocation. App is $1575 TC Monitoring Fees $40,500 0.30% $40,500 $794 Monitoring $500/duReserves & Escrows

Marketing and Lease-Up $48,000 0.36% $48,000 $941 Escrow for staff expenses during lease-up Operating Reserve $202,500 1.52% $202,500 $3,971 $2500/duOther

Developer's Fee $1,472,000 11.02% $1,472,000 $28,863 97.16% < % of permitted. Cap is 15% of Costs (excluding Acq) + 10% of Acq

Relocation $18,600 0.14% $18,600 $365 31 households temporary Contingency $197,824 1.48% $197,824 $3,879 4.93% < Actual 5%± of soft costs.

Sub-Total Soft Costs $4,016,676 30.08% $4,016,676 $78,758Total Per DU $49,589

Total Project Development Costs $13,352,319 $13,352,319 $261,810Total Per DU $164,843

Total Per Res SF $189.21 % by category 100.0%Equity Required $5,209,169 $102,141 includes JHA interest costs (1st & PMN)

Page 17: Request for Proposal for Competitive Proposals Engagement...Request for Proposal for Competitive Proposals Engagement LIHTC Investor Services for Kingfield, Jackson, TN 1. ... (RAD)

Housing-SolutionsDeal Designer

Kingfield N&S Combo 4% LIHTC, JHA 1st & PMN, RAD, 81 units OPERATING PRO FORMA22-May-16

TOTAL UNITS 81 51 Non-RAD 30 RAD Comments63.0% of total 37.0% of total

I N C O M E per Unit per UnitGross Potential Non-RAD Rent $313,464 $6,146 NA NAGross Potential RAD Rent NA $179,880 $5,996

Total Gross Potential Rent (GPR) $313,464 $6,146 $179,880 $5,996

Less Vacancy (Non-RAD) 6% ($18,808) ($369) NA Less Vacancy (RAD) 6% $0 n/a ($10,793) ($360)Net Rental Income $294,656 $5,778 $169,087 $5,636

Total Other Income $5,594 $110 $3,291 $110

Effective Gross Income (EGI) $472,629 $300,251 $5,887 $172,378 $5,746

E X P E N S E S % of total Non-RAD per Unit RAD per Unit NOTESFixed (RE Taxes +) 20.3% $47,222 $926 $27,778 $926 Estimated. Utilities 17.7% $41,115 $806 $24,185 $806 Estimated. Maintenance Contracts + 12.9% $30,046 $589 $17,674 $589 Estimated. Staff + Mgt Fee 39.3% $91,539 $1,795 $53,846 $1,795 Estimated. Other Direct Costs 9.9% $23,005 $451 $13,532 $451 Estimated. Subtotal Expenses 100.0% $232,926 $4,567 $137,016 $4,567Contribution(s) to:

Reserves $21,420 $420 $12,600 $420Total Expenses $403,962 $254,346 $4,987 $149,616 $4,987

NOI (Annual) net>> $68,667 $45,904 $900 $22,763 $759

Capital Improvements:Funded from reserves $0 $0 Annual need coverd by Reserves

DEBT SERVICE: Calc'd Annual % of total JHA Loan $262,015 84.4% $38,755 $760 $19,217 $641 pay at calculated actual, proportioned Purchase Money Note $48,335 15.6% $7,149 $140 $3,545 $118 pay at calculated actual, proportioned

Deferred Developer Fee $0 $0 $0 $0 Pay-Off before any PMN or JHA loan paydown

Total Debt Service $45,904 $900 $22,763 $759

Cash Flow After Debt Service $0 $0 $0 $0

Below The Line Payments

Investor Asset Management Fee $0 $0 $0 $0 See Operating Expenses

Company Management Fee $0 $0 $0 $0 See Operating Expenses

Total Below The Line $0 $0 $0 $0

GROSS CASH FLOW $0 $0

Net Cash Flow $0

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Kingfield N&S Combo4% LIHTC, JHA 1st & PMN, RAD, 81 units

15-Year PRO FORMA as of 22-May-16

Kingfield N&S Combo 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

Both RAD and Non-RAD UNITS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

TOTAL UNITS>> 81INCOME

Rents, RAD 179,880 185,276 190,835 196,560 202,457 208,530 214,786 221,230 227,867 234,703 241,744 248,996 256,466 264,160 272,085

Rents, Non-RAD 313,464 319,733 326,128 332,651 339,304 346,090 353,011 360,072 367,273 374,618 382,111 389,753 397,548 405,499 413,609

Gross Rental Income 493,344 505,010 516,963 529,210 541,760 554,620 567,798 581,301 595,140 609,321 623,855 638,749 654,014 669,659 685,694

Other Income 8,885 9,096 9,312 9,533 9,760 9,992 10,230 10,474 10,724 10,980 11,242 11,511 11,787 12,070 12,360

Less Vacancy Loss RAD (10,793) (11,117) (11,450) (11,794) (12,147) (12,512) (12,887) (13,274) (13,672) (14,082) (14,505) (14,940) (15,388) (15,850) (16,325)

Less Vacancy Loss Non-RAD (18,808) (19,184) (19,568) (19,959) (20,358) (20,765) (21,181) (21,604) (22,036) (22,477) (22,927) (23,385) (23,853) (24,330) (24,817)

Total Effective Gross Income 472,629 483,805 495,257 506,991 519,014 531,334 543,959 556,897 570,155 583,742 597,666 611,936 626,560 641,549 656,912

OPERATING EXPENSES annual increase> 3.00%

Salaries (with benefits) 101,645 104,694 107,835 111,070 114,402 117,834 121,369 125,011 128,761 132,624 136,602 140,700 144,921 149,269 153,747

Property Mgmt. Fee pupm> $35.00 43,740 45,052 46,404 47,796 49,230 50,707 52,228 53,795 55,409 57,071 58,783 60,546 62,363 64,234 66,161

Utilities Expenses 65,300 67,259 69,277 71,355 73,496 75,701 77,972 80,311 82,720 85,202 87,758 90,390 93,102 95,895 98,772

Maintenance 39,720 40,912 42,139 43,403 44,705 46,046 47,428 48,851 50,316 51,826 53,380 54,982 56,631 58,330 60,080

Snow Removal 8,000 8,240 8,487 8,742 9,004 9,274 9,552 9,839 10,134 10,438 10,751 11,074 11,406 11,748 12,101

Insurance 25,000 25,750 26,523 27,318 28,138 28,982 29,851 30,747 31,669 32,619 33,598 34,606 35,644 36,713 37,815

Real Estate Taxes/PILOT 45,000 46,350 47,741 49,173 50,648 52,167 53,732 55,344 57,005 58,715 60,476 62,291 64,159 66,084 68,067

Supportive Services** 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Less payment of Supportive Services from Reserve** 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Advertising 1,500 1,545 1,591 1,639 1,688 1,739 1,791 1,845 1,900 1,957 2,016 2,076 2,139 2,203 2,269

Telephone/office expenses 8,121 8,365 8,616 8,874 9,140 9,414 9,697 9,988 10,287 10,596 10,914 11,241 11,579 11,926 12,284

Accounting 12,400 12,772 13,155 13,550 13,956 14,375 14,806 15,250 15,708 16,179 16,665 17,164 17,679 18,210 18,756

Security 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Replacement Reserves 34,020 35,041 36,092 37,175 38,290 39,439 40,622 41,840 43,096 44,388 45,720 47,092 48,504 49,960 51,458

Investor Services Fees 14,516 14,951 15,400 15,862 16,338 16,828 17,333 17,853 18,388 18,940 19,508 20,094 20,696 21,318 21,957

Ground Lease Payments 5,000 5,150 5,305 5,464 5,628 5,796 5,970 6,149 6,334 6,524 6,720 6,921 7,129 7,343 7,563

TOTAL OPERATING EXPENSES 403,962 416,081 428,563 441,420 454,663 468,303 482,352 496,822 511,727 527,079 542,891 559,178 575,953 593,232 611,029

NET OPERATING INCOME 68,667 67,724 66,693 65,570 64,351 63,032 61,608 60,075 58,428 56,663 54,774 52,758 50,607 48,317 45,882

DEBT SERVICE

1st Mortgage — JHA Loan Interest Rate> 2.24% (57,749) (56,956) (56,089) (55,145) (54,119) (53,010) (51,812) (50,523) (49,138) (47,653) (46,065) (44,369) (42,561) (40,635) (38,587)

2nd Mortgage — PMN Interest Rate> 2.24% (10,918) (10,768) (10,604) (10,426) (10,232) (10,022) (9,796) (9,552) (9,290) (9,009) (8,709) (8,388) (8,047) (7,682) (7,295)

TOTAL DEBT SERVICE (68,667) (67,724) (66,693) (65,570) (64,351) (63,032) (61,608) (60,075) (58,428) (56,663) (54,774) (52,758) (50,607) (48,317) (45,882)

Payment of Deferred Developer Fee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

NET CASH FLOW 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0JHA Loan Balance 6,874,900 6,971,149 7,070,347 7,172,633 7,278,156 7,387,067 7,499,528 7,615,705 7,735,774 7,859,917 7,988,326 8,121,199 8,258,745 8,401,180 8,548,732 8,701,637

Purchase Money Note Balance 1,268,250 1,285,741 1,314,541 1,343,987 1,374,092 1,394,640 1,415,858 1,437,778 1,460,432 1,483,856 1,508,085 1,533,157 1,559,111 1,585,988 1,613,832 1,642,687

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Housing-SolutionsDeal DesignerKingfield N&S Combo OPERATING EXPENSES OPERATING EXPENSES 4% LIHTC, JHA 1st & PMN, RAD, 81 units

# Units 81 Non-RAD RAD 5/22/16FIXED EXPENSES # Buildings 21 % of 51 30

Per Unit Total 63.0% 37.0% NotesReal Estate Taxes $45,000 $556 11.1% $28,333 $16,667Other Taxes or Assessments $0 $0 0.0% $0 $0Insurance $25,000 $309 6.2% $15,741 $9,259Licenses $0 $0 0.0% $0 $0Ground Lease $5,000 $62 1.2% $3,148 $1,852 $100 pupy

Sub-Total $75,000 $926 18.6% $47,222 $27,778

OPERATING EXPENSES UtilitiesElectricity $17,600 $217 4.4% $11,081 $6,519 assumes 1 non-residential buildingWater & Sewer $36,700 $453 9.1% $23,107 $13,593 All propertyTrash Removal $11,000 $136 2.7% $6,926 $4,074 City

Sub-Total $65,300 $806 16.2% $41,115 $24,185 Maintenance & Repair (contracts and supplies)Int. & Ext. Decorating $0 $0 0.0% $0 $0Cleaning/Turnover $5,000 $62 1.2% $3,148 $1,852Janitorial/Grounds Supplies $23,000 $284 5.7% $14,481 $8,519Security $720 $9 0.2% $453 $267Pest Control $9,000 $111 2.2% $5,667 $3,333Plumbing/Electric $2,000 $25 0.5% $1,259 $741Repairs Contract $0 $0 0.0% $0 $0Site (Landscaping+) $8,000 $99 2.0% $5,037 $2,963Other $0 $0 0.0% $0 $0

Sub-Total $47,720 $589 11.8% $30,046 $17,674 StaffManagement Fee pum $45.00 $43,740 $540 10.8% $27,540 $16,200 Per FHA for TNManagement Salary $34,000 $420 8.4% $21,407 $12,593 100% FTERes. Man. Apt. Allow. $0 $0 0.0% $0 $0Management Assistant $0 $0 0.0% $0 $0Maintenance Super $0 $0 0.0% $0 $0Maintenance Staff $33,700 $416 8.3% $21,219 $12,481 aideAdm/Maintenance Secy $2,400 $30 0.6% $1,511 $889 tenant servicesSecurity Salary $0 $0 0.0% $0 $0Benefits $31,545 $389 7.8% $19,862 $11,683 45% of Salary

Sub-Total $145,385 $1,795 36.0% $91,539 $53,846 Other Direct CostsAdvertising $1,500 $19 0.4% $944 $556Telephone $2,300 $28 0.6% $1,448 $852Legal & Audit $9,000 $111 2.2% $5,667 $3,333 Same for 1st and 2nd Kings, and for Kings totalAccounting/Occupancy $3,400 $42 0.8% $2,141 $1,259 Same for 1st and 2nd Kings, and for Kings totalOffice Supplies/Expense $4,321 $53 1.1% $2,721 $1,600Misc. Administrative $14,516 $179 3.6% $9,140 $5,376 Company and Investor MgtFees $5kx2 & JHA Fee Other $1,500 $19 0.4% $944 $556 Allowance

Sub-Total $36,537 $451 9.0% $23,005 $13,532

TOTAL OPERATING EXPENSES $369,942 $4,567 91.6% $232,926 $137,016

Reserves for Replacement $34,020 $420 8.4% $21,420 $12,600 Do annual CapNeeds Plan & BudgetPainting Reserve $0 $0 0.0% $0 $0Other $0 $0 0.0% $0 $0Other $0 $0 0.0% $0 $0TOTAL TO RESERVES $34,020 $420 8.4% $21,420 $12,600

Total Expenses and Reserves $403,962 $4,987 $254,346 $149,616

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8

Appendix B

Plans

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2 X 2 BR

3 BR

3 BR

2 X 2 BR

3 BR

3 BR 3 BR 3 BR

2 X 2 BR

2 X 2 BR

2 X 2 BR 2 X 2 BR

3 BR 3 BR

2 X 2 BR 2 X 2 BR

2 X 2 BR 3 BR 2 X 2 BR

3 BR

3 BR

SOUTH

NORTH

OFFICE

3 X 2 BR

3 X 2 BR

3 X 2 BR

3 X 2 BR

3 X 2 BR

4 X 1 BR

4 X 1 BR

4 X 1 BR 3 X 2 BR

3 X 2 BR

3 X 2 BR

3 X 2 BR3 X 2 BR

4 X 1 BR

4 X 1 BR

ADA UNITSADA UNITS

ADA UNITS

OFFICE

Kingfield

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Map data ©2016 Google 1 mi

8 Kings7eld Dr

8 Kings7eld DrJackson, TN 38301

8 Kingsfield Dr - Google Maps https://www.google.com/maps/place/8+Kingsfield+Dr,+Jackson,+T...

1 of 2 5/24/16, 9:13 AM

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9

Appendix C

THDC Developments

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TENNESSEE HOUSING DEVELOPMENT CORPORATION Tennessee Housing Development Corporation (“THDC”) is the project sponsor/developer for the a broad range of affordable housing development in Jackson, TN. THDC is a 501c3 affiliate of the Jackson Housing Authority (“JHA”). All developments received 4% or 9% LIHTC allocations from the Tennessee Housing Development Authority (“THDA”). All developments use the HUD mixed-finance method, with S8/PBV and S9 operating subsidy to provide a full breadth of afford-ability.

The Village at Old Hickory is the first THDC development. It involved acquisition in December 2004 of a 1970s private-sector development, with 143 units. Some major rehab was completed, including provision of fully-accessible ADA unit. The property has S8/PBV and S9 operating subsidy

East Pointe is the second THDC development. It involved acquiring in 2006 a 1960s-era FHA-subsidized development, with 50 units, with the HAP contract continuing The site size permitted construction of 49 new units, which have S9 subsidy, which were completed in 2007.

McMillan Towers is the third THDC development. It was acquired from JHA in 2007. Major rehab was completed in 2008. The rehab entailed reducing from 151 to 124 units, mainly combining 0BR units to make more appealing 1BR units. The property has both S8/PBV and S9 operating subsidy. It also used innovative financing via HUD’s CFFP program. The development received national recognition, including an article in Tax Credit Advisor.

Centennial Pass is the fourth THDC development. It provides 48 1BR units for seniors, on the site of a former JHA property destroyed by a 2003 tornado. Construction occurred during 2009, with fully occupancy in June 2010. with full occupancy in early 2013 The property has both S8/PBV and S9 operating subsidy.

The next THDC development is Kingfield. It will have 31 existing and 50 new construction units. It is being undertaken via HUD’s RAD program. There will be 1, 2 & 3BR units. Set on a hillside in the northern part of Jackson, it will dramatically transform the existing development and add to the neighborhood.

May, 2016

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10

Appendix D Legal Notice

REQUEST FOR PROPOSALS Investor Services

Tennessee Housing Development Corporation Proposals are requested by Tennessee Housing Development Corporation (THDC) from firms capable of providing Investor Services for Low-Income Housing Tax Credits (LIHTC) and associated lender services. THDC is an “instrumentality” of the Jackson Housing Authority (JHA). The work is for new and rehabbed housing, located at the existing Kingfield development and on the vacant parcel to the north, located at Kingsfield Drive, just off North Royal Street, Jackson, TN. The projects are proceeding under HUD’s RAD program. Submittals will be evaluated according to published criteria. A clearly marked “Investor Services Proposals” in PDF must be received by email at the THDC offices attention Misty Gordon ([email protected]) by 11:30 am CT on Thursday June 23, 2016 in order to be considered. A PDF of the RFP package is available by emailing Ms. Gordon at the above email address. All persons requesting a copy of the RFP package must provide name, mailing address, telephone and cell numbers, and email address in case any addenda are issued. Written inquiries may be submitted no later than 2:30 pm, Monday, June 20, 2016. Inquiries may be sent via email to [email protected]. There will not be a pre-submission conference.


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