HUD-52624 First Component RCC

OMB Approval 2577-0276 (Expires [xx/xx/xx])

Rental Assistance Demonstration (RAD) Conversion Commitment (Public Housing; First Component)

U.S. Department of Housing and Urban Development Office of Multifamily Housing

Complete each box, even if information is duplicative
Proposed Name and Address of Covered Project:		Proposed Project Owner: Contact phone/email: Project Owner is controlled by: ☐ Public body ☐ Non-profit body		Proposed Project Owner Notice Address:
Existing Ownership Entity, Name and Address of Converting Project:		PHA: Contact phone/email: PHA is an MTW agency: ☐Yes ☐ No		PHA Notice Address:
Dwelling Units in Covered Project (specify total # of dwelling units, and # of RAD, non-RAD income restricted, market, and manager units):
PIH Information Center (PIC) removal application number (a/k/a Demolition-Disposition Application Number (DDA#)):
Converting Project PIC Number(s) (for all items to the right in this row, list data by each AMP # in the cells below):	# of units converting to RAD to be removed from each AMP:		# of non-converting units to be removed from each AMP (e.g., due to a de minimis reduction):		Total # of units to be removed from each AMP (sum of two middle columns):
☐ Project-Based Rental Assistance (PBRA) ☐ Project-Based Vouchers (PBV). If PBV, list HAP Contract Administrator (PHA or another housing authority): __________________________________________				Number of HAP Contracts and Term length of each HAP Contract:
Reserve Fund for Replacements Amount of Total Monthly Deposit to Replacement Reserve upon the effective date of the HAP contract $________________

Key features of Covered Project:
General: ☐ Ground lease ☐ Transfer of Assistance ☐ Scattered-site project ☐ Major non-dwelling assets (e.g., free-standing buildings, community or commercial facilities or significant unimproved acreage) (explain below). ☐ Existing & included in the PIC removal application listed on page 1 ☐ To be added to the Covered Project ☐ PHA’s sole project or, together with substantially concurrent conversions, the PHA’s last public housing project to convert Inter-Related Projects: ☐ Multi-phase conversion ☐ Converting Project is adjacent to public housing units within the same AMP that are not converting (not a full conversion of a contiguous project) ☐ Rent Bundling ☐ This is a donor property ☐ This is a recipient property (Identify below the associated properties in the rent bundling arrangement and when the other projects have/are expected to close)	Construction: ☐ Demolition of current public housing units ☐ New Construction. If new construction, is HAP contract to be entered into: ☐ at Closing, or ☐ upon construction completion Relocation: ☐ Tenants will be Relocated for >12 months ☐ Tenants will be Relocated for ≤12 months ☐ No relocation anticipated Financing: ☐ FHA-Insured Financing anticipated If so, date of Firm Commitment: ☐ Low-Income Housing Tax Credits anticipated Date of any allocating agency closing deadline: ☐ Conventional financing anticipated ☐ No new FHA-Insured, LIHTC or conventional financing ☐ Existing debt, such as EPC, CFFP, OFFP or existing mixed-finance debt (list below the type of debt, whether it will remain outstanding post-conversion and, if not, whether it will be paid off prior to or at closing) ☐ Public housing funds in Sources and Uses Unit Configuration: ☐ Reduction in units. If checked, ___________ (#) units reduced based on the following authority: ☐ De minimis associated with this transaction (# of ______ units) ☐ De minimis associated with another transaction (# of ______ units) (explain below) ☐ Other (explain below) ☐ Change in unit configuration (explain below)
If additional information is necessary to clarify the features above and/or if there are other important features of the Transaction not described above, such additional information may be listed here:
RAD Rehab Assistance Payments: Per Unit Monthly RAD Rehab Assistance Payment: $_________________ Maximum # of units eligible for RAD Rehab Assistance Payments: _____________ Units
Choice Mobility: ☐ Project Owner will comply with RAD Choice Mobility practices. ☐ Project Owner is exempt from implementing the RAD Choice Mobility practices with respect to the RAD units in the Covered Project.
Repairs: Estimated number of months for completionfor all Work (number of months the property is eligible for Rehab Assistance Payments) :_____ months Final completion deadline for all Work (after which Project Owner is in default): ___­­­­­­­­­ ______

This commitment (“Commitment”) to participate in the Rental Assistance Demonstration (“RAD”) and convert the assistance of the Converting Project named in the above table is entered into by and among

, a public housing authority organized and existing under the laws of (“PHA”);

, a organized and existing under the laws of (“Project Owner”); and the United States Department of Housing and Urban Development, acting by and through the Secretary, his or her successors, assigns or designates (“HUD”), as of the date executed by HUD below. If the PHA is to be the owner of the Covered Project, the PHA shall also be identified as the Project Owner.

TERMS AND CONDITIONS:

1. Applicable HUD Regulations and Requirements. By converting assistance and entering into the Closing Documents contemplated in this Commitment, the PHA and Project Owner agree, each as and to the extent applicable, to operate the Covered Project in accordance with all applicable law, including without limitation the Consolidated and Further Continuing Appropriations Act of 2012 (Pub. L. 112–55, signed November 18, 2011, as amended) (“RAD Statute”); all applicable program requirements and guidance, including without limitation Notice PIH-2012-32, as amended and revised from time to time (the “RAD Notice”) or any successor or additional statutes, regulations or guidance; and the terms and conditions set forth below (collectively, the “Program Requirements”). Any conflicts between this Commitment and any other HUD requirements shall be conclusively resolved by HUD. Any capitalized terms used herein but not defined have the meanings given them in the RAD Notice.

2. Acceptance of Commitment/Expiration.

1. This Commitment shall terminate thirty (30) days from the date executed by HUD unless the PHA and Project Owner execute and return an unaltered copy of this Commitment to HUD, at the address that appears on the last page of this Commitment.

2. This Commitment shall not be effective or enforceable against HUD until all conditions stated herein have been satisfied in HUD’s determination.

3. Unless all conditions stated herein have been satisfied as determined by HUD and the transactions contemplated by this Commitment (collectively, the “Transaction”) are closed within 90 days from the date executed by HUD, this Commitment shall, unless extended by HUD in writing, expire and be of no further force or effect. Upon expiration, all rights and obligations of the respective parties shall cease.

3. Closing Requirements and HUD Approvals. As used in this Commitment, “Closing” means execution of all binding legal instruments connected to the transaction contemplated by this Commitment and, if applicable, recordation of such instruments. All requirements set forth in this Commitment must be completed to HUD’s satisfaction before the Closing can occur. A Closing checklist (“Closing Checklist”) is attached hereto as Exhibit E and incorporated herein. The Closing Checklist lists those items HUD has determined necessary to be submitted to and approved by HUD in order for the Closing of this Transaction to occur. Should HUD determine that any other documents or items (in addition to those listed on the Closing Checklist) are necessary to meet the terms of this Commitment or Program Requirements, the PHA and Project Owner agree to provide such documents or other items in such form and substance as acceptable to HUD or to terminate this Commitment and not proceed to Closing. Unless otherwise agreed by HUD, in the case where the Project Owner differs from the PHA, all post-closing requirements and obligations contained herein will apply to the Project Owner after the Closing. Any determination, approval or decision of HUD pursuant to this Commitment shall be in HUD’s sole and absolute discretion. Unless otherwise set forth in writing by HUD prior to Closing, HUD’s execution and release of the Closing Documents shall constitute any approvals or decisions required herein and not previously given in writing.

4. Public Housing Requirements. The PHA and Project Owner acknowledge that the Converting Project remains subject to the United States Housing Act of 1937, its Consolidated Annual Contributions Contract and any amendments thereto, and all other pertinent Federal statutory, executive orders, regulations and other guidance, as those requirements may be amended from time to time (collectively the “Applicable HUD Requirements”), and shall not be subject to the HAP Contract, until the effective date of the HAP Contract. Unless HUD gives written instructions otherwise, for so long as the Converting Project remains public housing, the PHA and Project Owner shall take all steps necessary to ensure that:

   1. Fire and other property insurance as required under Applicable HUD Requirements are and shall be maintained in full force and effect;

   2. All ordinary and necessary operating expenses pursuant to Applicable HUD Requirements of the Converting Project are and shall be paid; and

   3. The Converting Project remains in compliance with Applicable HUD Requirements, including without limitation all requirements related to the physical condition of the Converting Project and any remedial agreements between HUD and the PHA and remedial judicial or administrative orders, except as expressly modified by this Commitment and/or the Closing Documents.

Upon the Closing, the PHA shall certify in writing that the foregoing requirements have been met through the date of the Closing.

5. HUD Review of Project Ownership. The PHA and Project Owner agree that HUD approval of the ownership and control of the Covered Project is a condition of closing. The PHA shall not transfer any ownership interest in the Converting Project prior to the Closing.

6. Closing Documents. The PHA and Project Owner shall execute or cause to be produced, as appropriate, such agreements, instruments, certificates and other documents as HUD may require to complete the Transaction (collectively, the “Closing Documents”), using forms prescribed by or acceptable to HUD and completed, executed, recorded and/or filed in the number of copies and in such manner as directed by HUD. Without limiting the foregoing, the Closing Documents may include:

   1. If applicable, one or more releases or partial releases of the applicable Declaration(s) of Trust or comparable document;

   2. a RAD Use Agreement (document HUD-52625);

   3. a Housing Assistance Payments Contract (for PBRA, documents HUD-52620 and HUD-52618; for PBV, HUD-52530A Parts I and II and HUD-52621), including any required exhibits;

   4. Certifications and assurances; and

   5. Any additional documents required by HUD in order to determine whether criteria for Closing have been met.

7. Use Agreement Priority. A title report must be provided for the Converting Project and Covered Project. In addition, an owner’s pro forma title policy may be requested for the Covered Project involving the addition of financing to be secured by the Covered Project. Unless otherwise approved by HUD, the RAD Use Agreement shall be superior to any and all liens and/or encumbrances against the Covered Project, including, without limitation, the lien evidenced by any and all mortgages, deeds of trust and other financing documents and regulatory documents related to the Covered Project (including any LIHTC use agreement). The Project Owner shall obtain consents or subordination agreements, and have such documents executed, as HUD may determine necessary to establish such priority.

8. Expenses and Transaction Costs. Except as otherwise set forth in this Commitment, regardless of whether the Transaction is consummated, HUD shall not be responsible for any expenses or transaction costs incurred by or at the direction of the PHA or Project Owner in connection with the Transaction (including without limitation, fees for consultants, attorneys, environmental contractors, tax advisors and accountants; city, county and/or state taxes and/or fees; recording fees, prepayment penalties and/or premiums; costs for title insurance and title examination; surveys and appraisals).

9. Tax, Financial, and Legal Consequences. HUD has not provided, nor shall it provide, any opinions, representations, warranties, or covenants to any party regarding any federal, state and/or local tax consequences, financial consequences, or legal consequences relative to the Transaction. The PHA and Project Owner acknowledge that funding of the contemplated Housing Assistance Payment Contract (HAP Contract) is subject to appropriations.

10. Certifications, Representations and Warranties by the PHA and Project Owner. Any statement, certification, representation or warranty made by the PHA or Project Owner in or pursuant to this Commitment is true and correct when given, and shall remain true and correct at all times through and including the Closing. In the event any such statement, certification, representation or warranty is no longer complete or correct, and without limiting HUD’s rights and remedies, the PHA or Project Owner, respectively, shall notify HUD in writing immediately. Without limiting the foregoing, the PHA and Project Owner, respectively, hereby represent and certify to HUD and warrant to maintain the veracity through Closing of the following statements:

    1. All notices required by Program Requirements relating to the transaction have been timely provided to such persons and in a manner complying with applicable Program Requirements.

    2. The PHA and the Converting Project continue to meet all program eligibility requirements as stipulated in the RAD Notice.

    3. With the exception of any transfers under the PHA’s Admissions and Continued Occupancy Policy or as otherwise approved by HUD, the PHA has not relocated any residents of the Converting Project in connection with the Transaction prior to the date this Commitment is executed by all parties.

    4. Except as specifically disclosed to and accepted by HUD in writing, neither the PHA nor the Project Owner (including, but not limited to Board Members, principals and executives of the PHA or Project Owner) has any knowledge that it (or any Board Members, principals and executives of the PHA or Project Owner in their official capacity as members, principals or executives of the PHA or Project Owner, as applicable) is the current subject of, nor has received any pending notice of, any debarment, suspension or other administrative proceeding, audit or investigation by HUD, including without limitation by the Inspector General, the Departmental Enforcement Center, or the Office of Fair Housing and Equal Opportunity, or any other Federal or state government agency, whether or not sanctions have been imposed against such party.

    5. No disclosed debarment, suspension or other administrative proceeding, audit or investigation would impact the PHA’s or the Project Owner’s ability to carry out its obligations as contemplated under this Commitment.

Upon the request of HUD, the PHA shall provide HUD with evidence satisfactory to HUD relating to each of the foregoing certifications. Execution of the Closing Documents by the PHA and the Project Owner, respectively, constitute re-certification to HUD of the foregoing statements.

11. Successors and Assigns. This Commitment and its attachments are binding upon the PHA, the Project Owner and the successors and assigns of each. Unless otherwise provided herein, this Commitment may not be assigned, in whole or in part, except upon the prior written consent of HUD.

12. Corrections. Notwithstanding anything to the contrary contained in this Commitment, the PHA and Project Owner agree to execute, before or after the Closing, such documents, amendments or modifications as HUD deems necessary or appropriate to effectuate the intent of this Commitment or to complete or consummate the Transaction, including but not limited to instruments necessary to correct this Commitment or any of the Closing Documents.

13. Changes to This Commitment. HUD has approved a Financing Plan for this transaction. The PHA and Project Owner shall notify HUD of any changes to the terms set forth in the Financing Plan, or any other business terms submitted to HUD. If HUD determines such changes to be material, HUD may require an amendment to this Commitment or other reviews or approvals as HUD determines necessary to account for the changed terms. The final business terms shall be determined as of the Closing and inserted into the applicable Closing Documents. The PHA’s and Project Owner’s execution of the Closing Documents shall constitute acceptance of the final business terms reflected therein.

14. Sources of Funds.

1. HUD must review and approve all debt (secured and unsecured) against the Covered Project prior to Closing.

2. Development Budget. HUD approval of this Transaction is based on the estimated Sources and Uses attached as Exhibit B. Any changes to this Sources and Uses shall be disclosed to HUD and if HUD determines that such changes are material, HUD may require additional review and approvals and/or amendment to this Commitment. PHA and/or Project Owner shall provide HUD with the final certified Sources and Uses upon Closing.

3. PHA Funds for Development Budget. Where the Transaction includes public housing funds to be contributed by the PHA for uses other than funding the HAP Contract, these funds must be shown on the Sources and Uses. The PHA certifies that all such funds are available and reserved for the Transaction, are irrevocable, and that the PHA has obtained all consents necessary in order for the PHA to commit such funds to the Transaction.

1. Prior to Closing, public housing Capital Funds shown in the Sources and Uses must be moved within the HUD Line of Credit Control System (LOCCS) to the “RAD Investment” Budget Line Item (BLI 1504). These funds must be drawn down out of LOCCS at closing and, until they are disbursed for a use shown in the Sources and Uses, made subject to a General Depository Agreement (GDA, form HUD-51999).

2. Until disbursed for a use shown in the Sources and Uses, Public housing Operating Reserves shown in the Sources and Uses must be held in an account or sub-account subject to a GDA.

3. To the extent such funds must be subject to a GDA as described above, the PHA may use a pre-existing GDA if the PHA is making use of separate or segregated accounting. (For example, a PHA may have a pre-existing account for Operating Fund Reserves subject to a GDA and if the converted funds to be used as shown in the Sources and Uses may be adequately separated or segregated for accounting purposes in a sub-account or otherwise remaining subject to the pre-existing GDA, the requirements of this section are fulfilled.)

4. If shown in the Sources and Uses, such funds may be used to satisfy obligations of the Covered Project, including without limitation, funding reserves (for example, to make an initial deposit for a replacement reserve (IDRR)) or payment of construction or other project costs in accordance with this RCC and other project documents. Methods by which the PHA may choose to disburse such funds in accordance with this section include:

• In a lump sum as a loan to the Project Owner, subject to a loan agreement or other documentation;

• Incrementally over time as a loan to the Project Owner, subject to a loan agreement or other documentation;

• In a lump sum to the Project Owner as a grant or otherwise without the expectation of repayment; and/or

• Incrementally over time to the Project Owner as a grant or otherwise without the expectation of repayment.

4. No Additional PHA funds. Except for the amounts identified in the Sources and Uses and amounts identified in the HAP Contract to fund the Covered Project in the calendar year of conversion, no public housing funds may be used as an additional source of funds for the Covered Project. By way of illustration and not limitation, after Closing, no public housing funding (including any funds deemed “project funds” or “program income” under public housing regulations) may be used to pay for any costs for any work (Work or other work) done in connection with the Covered Project.

5. Upon the conversion of assistance, the Converting Project, including any real or personal property thereof, shall no longer be used for public housing purposes, as originally authorized by the U.S. Housing Act of 1937. This Commitment provides instruction for such conversion and the treatment of the Converting Project. Any proceeds of disposition of the Converting Project (or of any real property or improvements that as of the date of this Commitment are considered public housing) in connection with the conversion of assistance contemplated by this Commitment shall be used for affordable housing purposes as defined in the RAD Notice. Any proceeds of any loans of converted public housing funds made in connection with the conversion of assistance contemplated by this Commitment shall be used for affordable housing purposes. Any uses of converted public housing funds listed in the Sources and Uses attached hereto as Exhibit B shall be considered end uses for purposes of 2 CFR Part 200.

15. Moving to Work Considerations. Participation in RAD by a Moving To Work (MTW) agency does not reflect a determination that the agency will remain an MTW agency, only a determination that the Covered Project will continue to be a RAD project under the terms of the RAD program.

16. RAD HAP Contract Funding in Initial Year. From the effective date of the HAP Contract through the remainder of the calendar year, the Covered Project will be funded only from available public housing amounts obligated prior to the effective date of the HAP Contract and from any additional public housing amounts that HUD obligates in full or in part, subject to the availability of sufficient appropriations, for the remainder of the calendar year in which the HAP Contract becomes effective. Project Owner acknowledges that this amount for the first year may be less than the contract rent for subsequent years. During such time, the PHA will draw down funds from LOCCS as instructed by HUD and transfer amounts to the Project Owner as payments pursuant to the HAP Contract in its capacity as or on behalf of the Contract Administrator, as applicable.

17. RAD Rehab Assistance Payments. It is anticipated that the Covered Project will be eligible for RAD Rehab Assistance Payments pursuant to its HAP Contract to the extent set forth on the second page of this Commitment.

18. Section 8 Contract Rents. Exhibit C sets out the monthly Section 8 contract rents that will be specified in the HAP Contract.

19. Planned Construction and Rehabilitation. Exhibit D sets forth the planned construction, repairs and/or rehabilitation for the Covered Project, including any repairs that need to be completed before closing, to be funded in accordance with the Sources and Uses (the “Work”).

The Project Owner hereby represents, warrants and certifies to HUD and will update such representation, warranty and certification at Closing, in a form and substance acceptable to HUD, that the sources of funds are sufficient to pay for the Work and that all Work will be completed timely and in accordance with applicable RAD Program Requirements, including without limitation:

1. The Work will be completed in accordance with:

   1. The more stringent of: (1) any applicable national building code, such as Uniform Building Code, Council of American Building Officials Code, or Building Officials Conference of America Code; or (2) applicable state and local laws, codes, ordinances, and regulations;

   2. Other applicable Federal requirements including any Federal fire-safety requirements and HUD minimum property standards (e.g., 24 CFR part 200, subpart S for FHA-insured properties);

   3. The relevant requirements of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-484 6), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-485 6), and implementing regulations at 24 CFR part 35, as applicable;

   4. Notice PIH 2014-17 / H 2014-09, issued July 14, 2014 (and any amendments, revisions or successor documents), “Relocation Requirements under the Rental Assistance Demonstration (RAD) Program, Public Housing in the First Component,” which relocation requirements include, as applicable, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and its implementing regulations at 49 CFR Part 24 with regard to any relocation of residents;

   5. Section 504 of the Rehabilitation Act of 1973 and its implementing regulations at 24 CFR part 8, including but not limited to accessibility standards, with regard to any “substantial alterations” or other “alterations,” each as defined in such regulations, as applicable;

   6. The design and construction requirements of the Fair Housing Amendments Act of 1988 and its implementing regulations at 24 CFR Part 100.25, as applicable;

   7. Section 3 of the Housing Act of 1968 and its implementing regulations at 24 CFR Part 135 and all of the related regulations, rules and requirements as applicable; and

   8. Davis-Bacon prevailing wage requirements, section 12 of the United States Housing Act of 1937, and Contract Work Hours and Safety Standards Act, and all of the related regulations, rules and requirements for any repairs that qualify as “construction” or “rehabilitation” as defined in such regulations, rules and requirements.

2. Any Work not completed by the final completion date listed on page 2 of this Commitment and set forth in the HAP Contract, including any reduction in the scope of Work listed on Exhibit D, unless an extension of such date or such reduction in scope is approved in writing by HUD, constitutes a default of this Commitment and of any HAP Contract entered into with respect to the Covered Project. Upon such default, HUD may terminate this Commitment and/or HUD may take action to terminate the HAP Contract relating to the Covered Project, as provided in the HAP Contract.

3. The Project Owner shall not be entitled to withdraw or take any Distributions from the Covered Project until after completion of the Work and certification of the actual cost of the Work.

d. To the extent the Work includes new construction or substantial rehabilitation, the PHA and/or Project Owner shall engage a qualified general contractor who shall obtain either (i) a payment and performance bond from a properly licensed surety, which bond and surety shall be acceptable to HUD, or (ii) a letter of credit, acceptable to HUD.

20. Reserve for Replacements. The Project Owner shall establish upon Closing a Reserve for Replacements, with an IDRR as set forth in Exhibit B, the Sources and Uses. Monthly deposits into the Reserve for Replacements will be made in the amount set forth on the first page of this Commitment as set forth in the HAP Contract and adjusted annually in accordance with the HAP Contract and Program Requirements.

21. Counsel. Closing is conditioned upon review and approval of the Transaction by HUD, including without limitation a legal review and approval of diligence and closing documents. The PHA and Project Owner, if different than the PHA, agree to select competent counsel in connection with this Transaction in a manner that satisfies the applicable rules of professional conduct. Counsel to the PHA and/or Project Owner, as appropriate, must provide a legal opinion with respect to the following matters and any other matters reasonably requested by HUD:

    1. The PHA and Project Owner are each duly organized, validly existing and in good standing under the laws of the applicable jurisdiction(s);

    2. The PHA and Project Owner each have the requisite power and authority, and have secured all consents required, to consummate the Transaction;

    3. Each of the Closing Documents executed by or on behalf of the PHA and/or Project Owner in connection with the Transaction is a legally binding obligation of such party, duly executed and delivered on behalf of such party and enforceable in accordance with its terms;

    4. There is no litigation or other claim pending or threatened against the PHA, Project Owner or the Covered Project other than as disclosed to and consented to by HUD;

    5. Based upon a pro forma title policy acceptable to HUD and assuming the recordation of documents in the order contemplated by such pro forma title policy, provided counsel has no reason to believe the documents will be recorded in an order other than as listed in such pro forma title policy, the RAD Use Agreement is superior to the lien and/or encumbrance evidenced by any and all mortgages, deeds of trust and other financing documents and regulatory documents of record relating to the Covered Project; and

    6. All Closing Documents conform with the legal requirements set forth in this RCC and any and all changes to HUD forms or sample language have been disclosed to HUD.

22. Last public housing unit. If, upon completion of this RAD conversion and other RAD conversions for which this PHA has an RCC and/or CHAP, the PHA will no longer have residential units in its public housing portfolio, the PHA agrees to comply with additional instructions provided by HUD regarding the close-out of its residential public housing portfolio prior to or after Closing.  The PHA acknowledges that failure to comply with HUD instructions may result in withholding Section 8 or other cash payments after Closing pending cure of such violation to HUD’s satisfaction.

23. Non-dwelling assets. Any non-dwelling assets proposed for removal from PIC in connection with the Transaction must be listed in the PIC removal application (a/k/a Demolition-Disposition Application) identified on the first page of this Commitment and must be approved by HUD.

24. Special Conditions. This Commitment is subject to the Special Conditions set forth on Exhibit A.

25. Exhibits. The following exhibits are a part of this Commitment and incorporated herein by this reference:

    1. Special Conditions

    2. Sources and Uses of Funds

    3. Monthly HAP Contract Rents

    4. Scope of Work

    5. Closing Checklist

26. Entire Agreement; Survival. The information listed on the chart on the first pages of this Commitment is a part of this Commitment. All prior and contemporaneous oral and written communications are merged herein and superseded hereby, and this Commitment and all exhibits attached constitute the entire agreement between the PHA, Project Owner and HUD with respect to the Transaction. This Commitment, and the responsibilities relating to each respective party, shall survive Closing of the Transaction.

27. Post-Closing Responsibilities. The PHA and Project Owner agree to follow the directions of the HUD Closing Coordinator with respect to post-Closing obligations. Without limiting the foregoing, the PHA and Project Owner, as appropriate, will provide evidence of recording of the applicable Closing Documents and copies of any applicable executed HAP contract, recorded Use Agreement, and DOT Release within three (3) business days thereof and will provide copies of the remaining Closing Documents as directed within sixty (60) days of Closing. In addition, the PHA must follow instructions provided by HUD to remove the Converting Project, or portions thereof, from PIC to effect conversion.

28. Severability. Should any provision of this Commitment be held by a court of law to be unenforceable, such determination shall in no way compromise the enforceability of the other provisions.

29. Counterparts. This Commitment may be executed in counterparts. Electronic copies of signatures (such as those in portable document format (pdf)) shall be evidence of and treated as original signatures.

30. Consistency with Federal Law. Nothing contained in this Commitment shall impose on HUD any duty, obligation, or requirement, the performance of which would be inconsistent with federal statutes, rules, or regulations in effect at the time of such performance.

(signature page follows)

Signature Page to RAD Conversion Commitment

Department of Housing and Urban Development

By:

Name:

Title:

Date:

PHA:

[Insert PHA signature block.]

Date:

Proposed Project Owner:

[Insert Project Owner signature block.]

Date:

Existing Ownership Entity:

[If not owned by the PHA, insert Existing Owner signature block.]

Date:

Return the signed RAD Conversion Commitment to:

RAD Closing Manager and Division Director

Office of Recapitalization – Closing Division

U.S. Department of Housing and Urban Development

451 7th Street SW, Room 6222

Washington, DC 20410

EXHIBIT A

Special Conditions

List any special conditions.

Necessary HUD Approvals

List any necessary HUD approvals:

1. .

Additional Provisions to the RCC

List any additional provisions:

1. .

EXHIBIT B

Sources and Uses

SOURCES	AMOUNT	NOTES (List name of capital source and, for all debt, the amortization period, term and interest rate)
Public Housing Operating Reserves (by year)
Public Housing Capital Funds (by year)
Replacement Housing Factor Funds (by year) or Demolition and Disposition Transitional Funding (by year)
Low Income Housing Tax Credit Equity - 4%
Low Income Housing Tax Credit Equity - 9%
HOME
HOPE VI
CDBG
Other Federal Funds
Other State/Local Funds
Other Private Funds
Seller Take Back Financing
Deferred Developer Fee
Other:
Other:
Other:
Other:
Other:
Total Sources:

USES	AMOUNT
Acquisition Costs
Building and Land Acquisition
Other Acquisition Costs
Payoff Existing Loans
Construction Costs
Relocation Costs
Professional Fees
Architecture
Engineering
Physical Condition Assessment
Borrower’s Legal Counsel
Lender’s Legal Counsel
Feasibility Studies
Environmental Reports
Appraisal / Market Study
Accounting
Survey
Other Professional Fees
Loan Fees and Costs
FHA MIP
FHA Application Fee
FHA Inspection Fee
Financing Fee
Organizational Costs
Title Insurance/Exam Fee
Recordation Fee
Closing Escrow Agent Fee
Prepayment Penalty/Premium
Payables
Construction Interest
Construction Loan Fees
Cost of Bond Issuance
Other Loan Fees and Costs
Reserves
Initial Deposit to Replacement Reserve
Initial Operating Deficit Escrow
Operating Reserve
Tax and Insurance Escrow
Other Reserves
Developer Fees
Total Uses

EXHIBIT C

Monthly HAP Contract Rents

(If the Covered Project contemplates more than one RAD HAP Contract, include a separate table for each RAD HAP Contract. The table for each HAP Contract should match the anticipated rent schedule to be attached to the applicable HAP Contract. If Initial Repairs are intended to result in tenant paid utilities savings and a revised rent schedule, include both the initial and revised rent schedules in Exhibit C.)

Number of Contract Units	Number of Bedrooms	Contract Rent	Utility Allowance	Gross Rent
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EXHIBIT D

Scope of Work

(List all work to be done in connection with the Transaction that need to be completed before Closing.)

Description of Repair	Approximate Cost	Target Completion Date

(List all work to be done in connection with the Transaction following Closing.)

Work Item						Date of Bid Expiration
		Description of Improvements Work	Quantity	Unit Cost	Budget
(A)		(B)	(C)	(D)	(E)	(F)
Rehab Items (Code, Description)		Increase row height to fully display description text

EXHIBIT E

Closing Checklist

[Attach Transaction’s closing checklist.]

HUD Form - 52624