Clarification: The bid due date has been adjusted to 3/19 at 10:00 a.m. at Oliver House (1450 Commerce Drive, Decatur, GA 30030).
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1 ADDENDUM PROJECT: ARCHITECT: OWNER: Oakview Walk Decatur, GA Arch Project # DCA Project # Martin Riley Associates - Architects, P.C. 215 Church Street, Suite 200 Decatur, Georgia Trinity Walk III, LP 750 Commerce Drive, Suite 400 Decatur, Georgia Addendum No. 2 Date: 3/2/2018 The following items take precedence over referenced portions of the Contract Documents for the above project and, in executing a Contract, shall become a part thereof. Where any item called for in the documents is not supplemented hereby, the original requirements shall remain in effect. All supplemental conditions shall be considered as added hereto. Where any original item is amended, voided of superseded hereby, the provisions of such items not so specifically amended, voided or superseded shall remain in effect. Clarification: Threshold qualification #2 from QUALIFICATION AND SUBMISSION REQUIREMENTS is modified: Successful completion of at least 2 Georgia, South Carolina, Florida, North Carolina, or Alabama, affordable housing, tax credit projects in the past 3 years wherein the company provided construction services as the contracted General Contractor. Clarification: The bid due date has been adjusted to 3/19 at 10:00 a.m. at Oliver House (1450 Commerce Drive, Decatur, GA 30030). Clarification: The attached insurance requirements shall be added to Appendix F. Page 1 of 1 ARCHITECT: Martin Riley Associates - Architects, P.C. BY: Grant Kersey
2 Date: 03/26/2018 AUTHORIZATION TO SHARE INSURANCE INFORMATION Borrower: Trinity Walk III LP Grantor/Pledgor: Trinity Walk III LP Bank: Bank of America, N.A. Its Successors and/or Assigns FL P.O. BOX JACKSONVILLE, FL Collateral: 1111 Oakview Rd., Decatur, GA To: GRANTOR/PLEDGOR Please complete, execute and return this form to the Bank. Policy Number(s): Insurance Company/Agent: (REQUIRED) Street Address: City: State: Postal Code: Telephone Number: ( ) -, Ext: Fax Number: ( ) - (REQUIRED) To: INSURANCE AGENT As may be requested by Bank, please send to Bank evidence of insurance (with requested endorsements) for the Collateral identified above, which the Grantor is giving as security for a loan by Bank to Borrower. Grantor/Pledgor:
3 Date: February 26, 2018 Trinity Walk III LP Attn: Doug Faust or Don Dressell 750 Commerce Dr., Suite 400 Decatur, GA *** Insurance requirements during construction phase *** RE: Minimum Insurance Requirements for Pledged Property Borrower: Trinity Walk III LP Location: 1111 Oakview Rd., Decatur, GA Dear Borrower, Bank of America requires insurance coverage on the collateral pledged in connection with your recent credit request. This correspondence describes the minimum insurance requirements and should be forwarded to the insurance agent or broker insuring the property for their records. All carriers must be licensed/authorized to do business in the state where the property is located, and must be rated by A.M. Best and carry a minimum rating of A- IX or better. The Bank reserves the right to obtain updates to the insurance coverage at any time during the life of the loan. The insurance requirements provided do not modify any provisions of the Loan Documents regarding insurance. They represent the minimum requirements of the Bank and should not be considered advice or opinion regarding an adequate insurance program. Please seek advice from the insurance advisor in this regard. For submittal of evidence of insurance required prior to closing, or if you have any questions regarding insurance requirements, please contact Randy Modling at or me at randy.modling@bankofamerica.com. Sincerely, Randy Modling Bank of America, N.A.
4 THIS LETTER SHOULD BE FORWARDED TO YOUR INSURANCE AGENT/BROKER AND GENERAL CONTRACTOR, IF APPLICABLE. Please send all evidence of insurance, as requested by the Bank, to the Bank address provided below. REAL ESTATE PROPERTY EVIDENCE OF INSURANCE REQUIREMENT 1. ACORD Form 27 or 28 - Evidence of Property Insurance 2. Declarations page of insurance policy (plus Lender's Loss Payable Endorsement if the Bank is not on the Declarations page of the policy). Note: ACORD Forms 24 and 25 are NOT acceptable evidence of property insurance. THE BUILDERS RISK PROPERTY INSURANCE POLICY AND ENDORSEMENTS MUST INCLUDE ALL OF THE FOLLOWING Special Form ( All Risk ) The insurance policy form must be Builders Risk. The policy limit for Hard Costs must be sufficient to cover the full cost to rebuild the building(s). Completed Value form is required. Reporting Form is not acceptable. Builders Risk policies void coverage when the building in the course of construction is partially occupied prior to being 100% complete. This clause is commonly known as the Occupancy Clause. We require this clause to be deleted by endorsement. Vandalism and Malicious Mischief (V&MM) and Theft of construction materials on site prior to installation must be included. The Builders Risk policy must include coverage for Soft Costs including construction loan interest payments and other expenses that could be incurred again during the reconstruction period after a loss. Deductible in the maximum amount of $25,000 or 1% whichever is greater. Cancellation clause in favor of Bank of America, N.A. Show the Bank as the certificate holder, using the mailing address listed below. Owner of collateral named as insured party. Show the Bank as the certificate holder, using the mailing address listed below. Subject collateral identified as the insured property. Mortgagee and Loss Payee or Lender s Loss Payee must be identified as Bank of America, N.A., Its Successors and/or Assigns at the mailing address listed below. BORROWER'S EVIDENCE OF LIABILITY INSURANCE REQUIREMENT 1. ACORD Form 25 (Certificate of Liability Insurance), OR 2. Certified copy of insurance policy THE BORROWERS LIABILITY INSURANCE POLICY AND ENDORSEMENTS MUST INCLUDE ALL OF THE FOLLOWING: The Borrowing Entity must be Named Insured. Commercial General Liability on occurrence form, claims made is not acceptable.
5 The policy limit must be $1,000, per occurrence and must include the following coverage: >> Products/Completed Operations coverage. >> Protective Liability (a.k.a. Owners and Contractors Protective liability) covering borrower for liability claims stemming from the general contractor s actions in the event the contractor allows their liability insurance to expire or cancel for any reason, or contractor's policy limits are not sufficient to cover a claim. Cancellation clause in favor of Bank of America, N.A. The Bank must be named as Additional Insured and Certificate Holder, using the mailing address listed below. CONTRACTOR'S INSURANCE REQUIREMENT 1. ACORD Form 25 (Certificate of Liability Insurance), OR 2. Certified copy of insurance policy THE CONTRACTOR S INSURANCE POLICY AND ENDORSEMENTS MUST INCLUDE ALL OF THE FOLLOWING: The certificate of insurance must include a description of the property insured and the property address. Commercial General Liability on occurrence form, claims made is not acceptable. The policy limit must be $5,000, per occurrence and must include the following coverage: >> Products/Completed Operations coverage must be included. >> Protective Liability (a.k.a. Independent Contractors Protective liability) covering all subcontractors that do not carry their own liability insurance or allow their liability insurance to expire or cancel for any reason. An additional insured endorsement naming the Borrower as an Additional Insured. Cancellation clause in favor of Bank of America, N.A. The Bank must be named as Additional Insured and Certificate Holder, using the mailing address listed below. THE WORKERS COMPENSATION INSURANCE POLICY AND ENDORSEMENTS MUST INCLUDE ALL OF THE FOLLOWING: Statutory Workers Compensation insurance. Employers Liability coverage ($1,000, Minimum). Cancellation clause in favor of Bank of America, N.A. Show the Bank as the certificate holder, using the mailing address listed below. BANK OF AMERICA, N.A. Its Successors and/or Assigns FL P.O. BOX JACKSONVILLE, FL
6 INSURANCE REQUIREMENTS The following specifications have been designed for apartment projects in low risk suburban and rural areas. In higher risk locations and more complex projects additional insurance may be required. Where these Requirements are in disagreement with the Requirements of any interim or permanent lender, the higher standards will take precedent. GENERAL REQUIREMENTS Evidence of insurance must consist of: 1. ACORD 28 An inked signed Evidence of Property Insurance Certificate 2. ACORD 25 An ink-signed Certificate of Liability Insurance All insurance carriers must have a Best s Rating of A (VIII) or better. Co-insurance clauses will not be accepted. Evidence of all policies paid in full (paid receipt) must be provided. All certificates must contain provisions recognizing that insurance will not be cancelled, nonrenewed, expire, or be materially changed without thirty (30) days written notice to: Hudson Housing Capital LLC Attention: Shereef Anbar 630 Fifth Avenue, Suite 2850 New York, New York All evidence of insurance, e.g. Certificates of Insurance, Binders, and Notices shall be forwarded electronically ONLY to: Hudson Housing Capital LLC Attention: Shereef Anbar hudsoncerts@thealsgroup.com As respects properties under construction, we require copies of ALL policy declarations and policy form listings, along with premium allocations. All insurance certificates are to include the following parties as additional insureds and lender loss payee, as applicable: Investment Fund (to be determined), Investor Name, Investment Partnership (to be named), Hudson SLP LLC, Hudson Housing Capital LLC, Mortgagee (to be determined) and their respective successors and assigns as additional insureds
7 PROPERTY RELATED COVERAGES During the Course of Construction/Renovation During the course of construction, the Project Partnership is to provide evidence of insurance as follows: Evidence of all property related insurance shall consist of the following documents for each project for acquisition of Limited Partnership interest in a Project Partnership. ACORD 28 Evidence of Property Insurance Certificate with all forms and endorsements noted. (Causes of Loss Special Form is to be included) The Certificate shall include the Contractor(s), and all prime contractors, subcontractors, sub-subcontractors of whatever grade or tier as their interest may appear that have a direct contractual relationship with the developer/owner. BUILDER'S RISK Builder's Risk Insurance shall be provided for all new construction. Coverage shall include: Special Perils Risks of direct physical loss Agreed Amount Location specific Boiler & Machinery coverage included. Delay in Completion (Loss of Rents Business Income min. 12 months) No Co-Insurance clause Full Collapse coverage provided including CP or its equivalent Non-Reporting, completed value form. 100% of the replacement value of the completed project as determined by the construction contract value. 100% of the replacement value of work in place as caused by wind damage. Debris Removal- not less than 25% of the loss plus $100,000. Expediting Expense not less than $100,000 Pollutant Clean Up and Removal- not less than $50,000 Ordinance or Law (A) Undamaged Portion; (B) Demolition Costs; (C) Increased Cost of Construction Full Limits A; Not less than $250,000 (B) and (C) Property covered includes while in temporary storage or in transit not less than $100,000 Water Damage from Backup of Sewers & Drains not less than $100,000. Maximum coverage available under the National Flood Insurance Program (NFIP) administered by FEMA unless property is located in a special flood hazard area as defined by FEMA in which case NFIP will be supplemented with additional coverage of not less than 50% of the replacement value of the completed product Minimum $1,000,000 limits for Earth Movement Permission to Occupy- Permission is granted to occupy the covered building for its intended purpose during the course of construction for at least 60 days. Full Limits for Wind - maximum allowable wind deductible of $10,000
8 Cover all the buildings, machinery, equipment, supplies, fences, scaffolding, construction forms, signs, temporary structures, cribbing, false work, foundations, underground pipes and wiring and all other property of any nature which is to be used in fabrication, erection, installation and completion of the project until it is completed and accepted by the Owner Cover resulting loss or damage, the expense for debris removal and provide permission by the insurer for occupancy and use of the premises. The limit of coverage shall be no less than the amount of the approved construction contracts submitted with a maximum allowable deductible of $10,000 for all perils including water damage. Terrorism coverage is required Joint Loss Agreement clause to be included if there are 2 different carriers on Property and Builders Risk (in case of a rehab). Any Protective Safeguards must be approved in advance Soft Cost Coverage Insurance covering Soft Costs, resulting from damage or destruction to insured property on-site, off-site and while in transit shall be provided. Such insurance shall cover continuing expenses not directly involved in the direct cost of construction/renovation. Such coverage shall include expenses incurred upon money borrowed to finance construction or repair, continuing interest on mortgage loans, additional architectural and engineering fees, advertising, promotion, insurance, realty taxes, refinancing charges, additional commissions, legal and accounting costs and fees and administrative expenses incurred as a result of a necessary renegotiation of a lease or leases, Sewer and water line assessments and other assessments, loss or deferral of real estate property tax abatements, the cost to the insured of additional commissions incurred upon re-negotiating leases, and other expenses incurred as the result of property loss or destruction by an insured peril. Other All Property Insurance shall permit waiver of subrogation by the Insured prior to loss.
9 LIABILITY RELATED COVERAGES During the Course of Construction PARTNERSHIP Commercial General Liability insurance written on form CG or its equivalent in an amount no less than $1,000,000 per occurrence and $2,000,000 in aggregate, plus Umbrella/Excess form of liability coverage in an amount no less than the amount listed on Attachment A shall be provided for the Project Partnership specific to the property location. Such coverage shall be on Primary and non-contributory basis in favor of the Additional Insureds. Evidence of Workers' Compensation and Employers' Liability (in an amount no less than $500,000) shall also be provided when lower tier General Partner utilizes its own work force for the benefit of the Project Partnership. A waiver of subrogation shall be included under the Commercial General Liability, Umbrella/Excess and Workers Compensation policies. If such policies require an endorsement in order to waive the insurer s rights of subrogation, the Project Partnership will cause them to be so endorsed. Utilization of an unrelated party s Commercial General Liability insurance policy to satisfy this Partnership requirement shall not be permissible unless consented to in advance and evidence the policy will provide full cross liability for both entities. GENERAL CONTRACTOR 1. The General Contractor shall maintain Commercial General Liability insurance covering claims arising out of Contractor's operations, independent contractors, products/completed operations with broad form property damage, liability assumed under contract on a broad form blanket basis, and "XCU" property when appropriate. The total amount of Commercial General Liability insurance shall be no less than $1,000,000 per occurrence and $2,000,000 in aggregate. The aggregate limit should apply on a per project basis. Products and completed operations shall be maintained for a minimum of 6 years after completion of the work (can be shorter or longer depending on state statute of repose). The General Contractor s Commercial General Liability insurance should name as an additional insured the parties named on the first page of these guidelines using ISO additional insured endorsements CG or its equivalent (CG2010 or CG2038 and CG2037 are acceptable). General Liability policy should include Railroad Protective Liability where work is performed within 50 feet of the railroad or as required by the local railroad authority. The General Liability policy of the General Contractor should not contain the following exclusions: a) Subcontractor Exclusion b) Construction Defect Exclusion c) Leased Workers Exclusion d) Crane Exclusion e) Cross Liability Exclusion f) Residential Exclusion g) XCU, Underground PD, Earth movement h) Bodily Injury to Employees i) Work from heights
10 2. General Contractor shall maintain Business Automobile liability coverage utilizing CA (or its equivalent) including coverage for any Auto and for liability assumed under any contract in the minimum amount of $1,000,000 CSL) and shall include Hired and Non Owned Automobile. General Contractor shall maintain Workers' Compensation and Employers' Liability coverage (per statutory requirements by applicable law with a minimum floor of $1,000,000). 3. General Contractor shall maintain Umbrella/Excess form of liability coverage in an amount no less than the amount listed on Attachment A. Such Umbrella/Excess insurance to apply over Commercial General Liability, Business Auto and Employers Liability 4. A waiver of subrogation shall be included under the Commercial General Liability, Umbrella/Excess and Workers Compensation policies. If such policies require an endorsement in order to waive the insurer s rights of subrogation, the General Contractor will cause them to be so endorsed. 5. Coverage for Commercial General Liability and Umbrella/Excess are to apply on a primary and non-contributory basis using ISO endorsement CG with respect to any other insurance maintained afforded to Owner and Owner related entities. 6. General Contractor will be responsible for all policy deductibles as respects the insurance coverage required of them by these insurance guidelines. PRIME SUBCONTRACTORS 1. Each prime Subcontractor having a direct contract with the lower tier Partnership shall maintain Commercial General Liability insurance covering claims for bodily injury and property damage arising out of (i) subcontractor's operations, independent contractors, products/completed operations with broad form property damage, liability assumed under contract on a broad form blanket basis, "xcu" property damage if hazard exists. The amount of liability insurance including Umbrella Liability shall be no less than $1,000,000 per occurrence and $2,000,000 in aggregate including Umbrella/Excess Liability coverage. 2. Automobile Liability for any autos including coverage for liability assumed under contract with a minimum coverage of $1,000,000). 3. Workers' Compensation and Employers' Liability (per statutory requirements by applicable law with a minimum floor of $500,000). 4. General Liability and Workers Compensation policies must include evidence of waiver of subrogation in favor of the lower tier partnership. DESIGN Architects and Engineers Professional Liability insurance shall be provided covering each professional entity for an amount not less than $1,000,000.
11 PROPERTY & LIABILITY INSURANCE For the Completed Development GENERAL PARTNER Upon completion of the construction/renovation, the General Partner shall obtain and maintain the following required insurance for the duration of the investment period. Utilization of an unrelated party s Commercial General Liability insurance policy to satisfy this Partnership requirement shall not be permissible unless consented to in advance. PROPERTY "All Risks" form of blanket property insurance naming the Partnership as insured and covering all real and personal property subject to the investment. Such insurance shall be written on a Replacement Cost Basis and shall include an Agreed Amount Clause or Waiver of Coinsurance. The amount of insurance shall be the full insurable replacement cost of the property and include a waiver of subrogation clause. Included in this policy must be: 1. Ordinance or Law Increased Cost of Construction coverage for any future modifications to local zoning/codes that would potentially impact the cost of reconstruction; such coverage will be on a per Building basis and will be no less than 10% of the insured replacement value of the property. 2. Automatic Inflation Guard of 3% 3. Boiler & Machinery Coverage up to policy limits 4. Maximum allowable wind deductible of $10, Water Damage from Backup of Sewers & Drains $100,000 limit 6. If property is written on a Master or Blanket policy, a list of assets covered by the policy and the geographical dispersion is required. 7. Terrorism coverage is required. 8. Joint Loss Agreement clause to be included if there are 2 different carriers on Property and Builders Risk (in case of a rehab). LOSS OF INCOME Business Interruption/Loss of Income insurance, as appropriate, shall be carried sufficient in amount to fully cover twelve (12) months loss. Coverage shall include an extended period of indemnity for at least 90 days.
12 FLOOD/EARTHQUAKE For properties not in a Flood High Hazard Zone (B, C, and X), a Flood Insurance limit of the maximum coverage available per structure under the National Flood Insurance Program or no less than 50% of the replacement value of the completed project, whichever is greater, is required. Any property that is in an area designated by FEMA to be in a Flood High Hazard Zone (A, AE, V, Shaded X) or Zone D (an area of undefined flood risk) requires the maximum limit available from the National Flood Insurance Program (NFIP) and additional flood coverage in the amount of 50% of the replacement value of the completed project Earthquake insurance is required in UBC zones 3 and 4. In recently constructed, or to be constructed, earthquake code compliant two and three story garden style apartment structures for which an approved seismic study indicates a PML of less than 20%, earthquake insurance may be waived by the Limited Partner If required, earthquake insurance coverage will be calculated, on a project by project basis, prior to the second capital contribution after a review of the seismic study PML results and reasonable estimates for additional soft costs and contingencies. GENERAL LIABILITY Provide Commercial General Liability insurance covering the premises and operations by independent contractors and contractual liability. 1. No deductible allowed on General Liability 2. Commercial General Liability and Umbrella Liability insurance should name as an additional insured the using ISO additional insured endorsements CG or its equivalent (CG2033 or CG2038 and CG2037 are acceptable). 3. General Liability and Umbrella/Excess coverage needs to be Primary & Non-Contributory and provide a Waiver of Subrogation in favor of Additional Insured s. The amount of insurance including Umbrella Liability shall be no less than $1,000,000 per occurrence and $2,000,000 in aggregate, plus Umbrella/Excess form of liability coverage in an amount no less than the amount listed on Attachment A If any vehicles are used, owned or operated by the Partnership, Automobile Liability coverage is required (including coverage for liability assumed under any contract).
13 PROPERTY MANAGER Except as provided below, the Property Manager shall maintain and provide evidence of insurance for: 1. Commercial General Liability coverage in an amount no less than $1,000,000 per occurrence and $2,000,000 in aggregate, plus Umbrella/Excess form of liability coverage in an amount no less than the amount listed on Attachment A. a) No deductible allowed on General Liability b) If Rehab project, no Lead Exclusion. c) Commercial General Liability & Umbrella Liability insurance should name as an additional insured using ISO additional insured endorsements CG or its equivalent (CG2033 or CG2038 and CG2037 are acceptable). d) General Liability and Umbrella/Excess coverage needs to be Primary & Non- Contributory and provide a Waiver of Subrogation in favor of Additional Insured s. 2. Fidelity Bond/Crime Coverage in an amount covering no less than four (4) full months of gross income written with a company reasonably acceptable to the Partnerships provided the purchase of the Fidelity Bond in the required amount is commercially reasonable. 3, Automobile Liability Insurance cover for owned, hired and non-owned autos for limits less than $1,000,000 per occurrence for bodily injury, property damage and physical damage (collision and comprehensive) for vehicles used exclusively for the Property. If no vehicles used exclusively for the Property Hired & Non-Owned Auto Liability of $1,000,000 should still be required. 4. Workers' Compensation Insurance, to the extent of the statutory limits required by applicable law, and Employer's Liability Insurance in the minimum amount of $1,000,000. A Waiver of Subrogation shall be provided in favor of Hudson. 5. Errors and Omissions - insurance, in an amount of not less than $1,000,000 per claim and in the Aggregate. Manager shall present evidence of such coverage complete with retroactive dates from the date of Manager engagement through one year after Agreement termination. Manager must confirm annually that the Aggregate is unimpaired. Property Manager shall cause all contractors, sub-contractors and suppliers performing work or providing supplies to maintain insurance coverage at such parties' expense in the following amounts, as statutorily required in the projects' respective states, or as listed below whichever is less: Worker s Compensation Statutory Amount; Employer s Liability (in States where it is required)- $1,000,000 minimum; Comprehensive General Liability including contractual liability in the minimum Amounts of $1,000,000 per occurrence and $2,000,000 aggregate. Policy should name Property Manager and General Partner as Additional Insured and include a Waiver of Subrogation in favor of both; Business Auto Liability - $1,000,000 bodily injury and property damage Combined single limit per accident to cover all owned, leased, hired or nonowned vehicles.
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