Preview
FILED
10/3/2023 2:26 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Brandon Keys DEPUTY
CAUSE NO. DC-23-01073
TREZ CAPITAL FUNDING II, LLC, IN THE DISTRICT COURT
TREZ CAPITAL WINSTON, LP,
Plaintiffs,
44TH JUDICIAL DISTRICT
V.
RANDY CRAIG NORTON,
Defendant. DALLAS COUNTY, TEXAS
PLAINTIFFS’ TRADITIONAL MOTION FOR SUMMARY JUDGMENT
PART 2 OF 2
EXHIBIT 8
Message
From: Adrian Watkins [/O=EXCHANGELABS/OU=EXCHANGE ADMINISTRATIVE GROUP
(FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=CC1567A46B884440BE85F04D39931BC2-ADRIAN WATK]
Sent: 6/9/2021 9:51:15 AM
To: ‘Randy C. Norton' [randy@multi.green]
Subject: FW: Letter On Behalf Of City Bay Capital
Attachments: 2021.06.09 Letter From City Bay Capital To Trez Capital.pdf
Randy — FYI, we just received the attached letter.
Adrian Watkins | Vice President
Im TREZCAPITAL 5055 Keller Springs Road, #500
Addison, Texas 75001
Direct: 214 545 0967
Cell: 214 218 2874
Email: adrianw@ trezcapital.com
From: Daniel Lifton
Date: June 9, 2021 at 10:49:59 AM CDT
To: John Hutchinson
Cc: Alex Spiro
Subject: Letter On Behalf Of City Bay Capital
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you
recognize the sender and know the content is safe.
Mr. Hutchinson,
Please see the attached.
Best,
Daniel Lifton
Law Clerk
Quinn Emanuel Urquhart & Sullivan, LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
212 849 7467 Direct
212-849-7000 Main Office Number
212-849-7100 FAX
daniellifton@ quinnemanuel.com
www.quinnemanuel.com
NOTICE: The information contained in this e-mail message is intended only for the personal and confidential use of the
recipient(s) named above. This message may be an attorney-client communication and/or work product and as such is
privileged and confidential. If the reader of this message is not the intended recipient or agent responsible for delivering
it to the intended recipient, you are hereby notified that you have received this document in error and that any review,
dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in
error, please notify us immediately by e-mail, and delete the original message.
APP000143
TREZ007197
Quinn emmanuel trial tawyers | newyork
51 Madison Avenue, 22nd Floor, New York, New York 1oro-16or | TEL (212) 849-7000 x (212) 849-7100
Wariter's Direct DiAL No.
(212) 849-7364
Writer's EMAIL ADDRESS
alexspiro@quinnemanuel.com
June 9, 2021
Vis E-MAIL
Trez Capital Limited Partnership
Attn: John Hutchinson.
johnh@trezcapital.com
Re: Apex Apartments in Henderson, NV - Commercial Mortgage Brokerage Fee Dispute
Between City Bay Capital LLC and Green Mesa
Dear Mr. Hutchinson,
Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn Emanuel”) is counsel to City Bay
Capital LLC (“CBC”). We write in regard to a dispute surrounding several commercial mortgage
brokerage agreements signed between Green Mesa Capital, LLC, BH&G Holdings, LLC, BH&G
Enterprises, LLC, Multigreen Properties, LLC, Tru Development, LLC, the physical property, and
their affiliates (“Green Mesa”).
As you are aware, Green Mesa engaged CBC to exclusively assist with obtaining a
construction loan for Apex Apartments in Henderson, NV (the “Apex Project”), leading to an
executed commercial mortgage brokerage agreement in February 2020 (the “Apex Agreement,”
Attachment A). CBC procured a term sheet from Trez Capital Limited Partnership or its nominee
(“Trez”) for the Apex Project on November 10, 2020, with an anticipated loan amount of
$61,500,000. (See Attachment B.) After considerable negotiation with Trez, CBC procured an
updated term sheet from Trez fora loan in the amountof $65,000,000 on November 19, 2020. (See
Attachment C.) Trez delivered a third term sheet to Green Mesa on March 5, 2021. (See
Attachment D.) All three term sheets included CBC’s fee in their sources and uses since Trez is
aware of the contractual obligation.
It is our understanding
that Trez has closed or will be closing a loan on the Apex Project
in the next few days. Green Mesa indicated to CBC that they will not be paying CBC’s fee at
closingperthe Apex Fee Agreement, and that Trez will be compliant with their requestto withhold
CBC’s fee. The fee due to CBC is approximately $780,000 or 1.0% of the maximum loan amount
for 1st mortgage financing and 2.0% ofthe maximum loan amount for assessment financing, whose
amounts will be trued up at closing. (See Attachment A, Apex Agreement § 8.)
quinn emanuel urquhart & sullivan, lip
LOS ANGELES| NEWYORK | SAN FRANCISCO] SILICON VALLEY] CHICAGO | WASHINGTO? OUSTON| SEATTLE | BOSTON | SALT LAKECITY
LONDON | TOKYO MANNHEIM HAMBURG PARIS | MUNICH | SYDNEY | HONG KONG | BRI SELS | ZURICH | SHANGHAI | PERTH| STUTTGART
APP000144
TREZ007198
CBC made a good faith offer to settle the dispute by reducing the amount owed for
assessment financingto 1.0% of the maximum loan amount, resulting in a $684,300 fee for the
Apex Project. (As an additional part of that concession, CBC also offered to forgive a $50,000 fee
due froma prior agreement.) This good-faith offer was rejected by Green Mesa. Green Mesa’s
counteroffers—one for $50,000 and one for $100,000—were too low to merit serious
consideration and were therefore rejected.
After these events, CBC understood the parties were at an impasse and engaged Quinn
Emanuel. In subsequent discussions, CBC informed Green Mesa that it will honor its original
good-faith offer of $684,300. CBC also made clear to Green Mesa that this offer will expire if not
paid at the closing of the Trez Loan for the Apex Project and that if CBC is not paid at closing, it
will be forced to pursue all remedies under the law.
In addition, CBC has made numerous attempts to discuss this situation with Adrian
Watkins at Trez, but he has not been responsive to emails or phone calls. (See Attachment E.) Due
to CBC’s numerous attempts to reach Mr. Watkins, the ongoing fee dispute with Green Mesa, and
the imminent closing of the Trez Loan, we have no other choice but to send this letter to you.
We request the following from Trez:
1 Please advise us of the scheduled date for the closing of the Trez Loan and status of
the Trez Loan.
Please make sure CBC’s original good-faith offer of $684,300 or 1% of the maximum
Trez Loan amount for 15 mortgage and assessment financing is paid at closing.
Nothing contained herein shall be construed as a waiver of any of my client’s legal or
equitable rights or remedies with respect to these matters, all of which are hereby expressly
reserved.
Thank you in advance for your cooperation in this matter.
Sincerely,
eS
Alex Spiro
APP000145
TREZ007199
ATTACHMENT A
PP000146
REZ007200
City Bay
ull Capital LLC
COMMERCIAL MORTGAGE BROKERAGE AGREEMENT
This Brokerage Agreement (this “Agreement”) is entered into as of this 27th day of
February, 2020 between: BH&G Holdings, LLC, Green Mesa Capital, LLC, Multigreen
Properties, LLC, the Project (hereinafter defined), and their affiliates (collectively, “Client”) and
City Bay Capital LLC, a New York limited liability company (“Broker”).
Whereas, Client is secking a 1 mortgage, assessment financing, mezzanine and/or other
financing (a “Loan”), a preferred equity investor to make an equity investment (an “Investment”,
any entity providing a Loan or Investment, an “Investor”) for the acquisition, development and/or
construction of a planned 336 unit multifamily apartment complex with a retail outparcel called
Apex 582, located in the southeastern quadrant of the Las Vegas metropolitan area at the corner
of Boulder Highway and Galleria Drive in Henderson, Nevada, totaling approximately 295,350sf
nsf (the “Project’”);
Whereas, Broker is a mortgage broker which has established contacts with third party
equity and debt providers who may be interested in becoming an Investor;
Whereas, Client and Broker desire to set forth their agreement whereby Broker would
attempt to procure a Loan and/or an Investment for Client and Client would pay a fee therefor, all
in accordance with the terms and conditions of this Agreement.
Now, therefore, for and in consideration of the services to be provided and the mutual
covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and with the intent to be legally bound hereby, the parties hereto
agree as follows:
1 Engagement. Subject to the carve-outs specified in Section 12 below, during the time
period commencing on the date hereof and expiring on the date the Loan and/or Investment
closes on the Project (the “Term”), Broker shall have the exclusive right to attempt to
broker a Loan with respect to the Project.
Brokerage Fee. In the event that an Investment or a Loan is procured or made during the
Term with respect to the Project, Client shall pay a fee to Broker (the “Brokerage Fee”) in
accordance with the following:
Page 1 of 4
City Bay Capital LLC - 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695
APP000147
TREZ007201
a. 2% of the maximum loan amount for mezzanine financing, preferred equity
financing or assessment financing;
b 1% of the maximum loan amount for 1“ mortgage financing
Tail Period: Within 30 days of the expiration of the Term, Broker shall deliver to Client a
list (the “Exclusive List”) of entities who have previously issued a term sheet, letter of
intent or similar instrument with respect to the Project (each entity listed on the Exclusive
list, a “Potential Investor”). In the event that a Loan or Investment is procured from a
Potential Investor during the time period that commences upon the expiration of the Term
and the date that occurs 36 months thereafter (the “Tail Period”), Client shall pay Broker a
Brokerage Fee in connection with such Loan or Investment.
Non-Circumvention. For purposes of clarity, if Client (or an affiliate of Client) procures (i)
a Loan or an Investment during the Term, or (ii) a Loan or an Investment from a Potential
Investor during the Tail Period, Client shall pay Broker the Brokerage Fee, in each case
regardless of whether Broker had arranged or brokered such financing.
Time of Payment. Whenever Broker is owed a Brokerage Fee pursuant to the terms of this
Agreement, Client hereby represents that such fee shall be paid via wire (or at Broker’s
request via check) simultaneously with the closing of the applicable transaction.
Due Authority. Client represents and warrants that it has the full authority to enter into this
Agreement, without violating any other agreement or contractual obligation.
Successors and Assigns. This Agreement shall be binding on any affiliate or affiliates of
Client that subsequently become/s (i) the party seeking an Investment or Loan, or (ii) the
owner of the Project.
Default. In the event of a default under this Agreement by Client, including, without
limitation, in any payment of a Brokerage Fee, Broker shall be entitled to be reimbursed
for all costs of collection, including reasonable attorneys’ fees and disbursements incurred,
in preparation for and prosecution of litigation or alternative form of dispute resolution and
all outstanding commissions due and owing shall bear interest at twelve percent (12%) per
annum.
Confidentiality. Client agrees to keep confidential (i) all of the terms of this Agreement
and (ii) the identity of Potential Investors and other potential financing and/or investment
sources introduced to Client pursuant to this Agreement.
10. Venue, Jurisdiction, Waiver of Jury Trial. Any suit, action or proceeding arising from this
Agreement or the transactions contemplated hereby shall be instituted in the federal courts
of the United States of America or the courts of the State of Nevada, in each case located
Page 2 of 4
City Bay Capital LLC 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695
APP000148
TREZ007202
in Clark County, Nevada, and each party hereto irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding. The parties hereto
irrevocably and unconditionally waive any objection to the laying of venue of any suit,
action or proceeding in such courts and irrevocably waive and agree not to plead or claim
in any such court that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. The parties hereto hereby waive all right to a jury
trial in connection with such action, suit or proceeding. Client acknowledges that the
Broker is a licensed as a commercial mortgage broker in the State of New York and this
engagement was unsolicited.
11 Counterparts. This Agreement may be executed in counterparts, and by facsimile
transmission or electronic signature, which counterparts, when taken together, shall
constitute one complete instrument.
12. Carve-outs. The following groups are carved out from the Tail Period: Och Ziff, Global
Atlantic, Pembrook Capital, Hall Structured Finance, Prudential Insurance Company,
Dennis Troesh and ESI Ventures. HUD 221(d)(4) financing will be carved-out of this
Agreement if the Client obtains the following items by April 30, 2020: (a) a building permit
from the governing jurisdiction for the entire Project, (b) a fully executed contract with
Whiting-Turner to be the General Contractor for the construction of the entire Project, and
(c) fully executed contracts with 75% of the subcontractors that will be engaged to build
the entire Project.
13 Break-up Fee. If Client signs an LOI, term sheet or similar instrument for a HUD 221(d)(4)
loan and the Broker procures 2 term sheets or similar instruments with an LTC of 70% or
higher, and a rate equal to or lower than 650bps + 30 day libor; then the Broker will be
entitled to a $50,000.00 fee payable at the signing of the HUD LOI, term sheet or similar
instrument.
[remainder of page intentionally lefi blank; signatures follow]
Page 3 of 4
City Bay Capital LLC 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695
APP000149
TREZ007203
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.
CLIENT: BROKER:
BH&G Holdings, LLC
Bi . By:
Natne- indy Norton Name: Michael Zysman
Title: Manager Title: Managing Principal
Green Mesa Capital, LLC
Title: Manager
Multigreen Properties, LLC
.
ry:
N z. andy Norton
Title: Manager
Page 4 of 4
City Bay Capital LLC - 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695
APP000150
TREZ007204
ATTACHMENT B
PP000151
REZ007205
By TREZCAPITAL
November 10%, 2020
MultiGreen Properties
C/O Michael Zysman
City Bay Capital LLC
1177 Avenue of the Americas
5" Floor
New York, NY 10036
Dear Mr. Zysman,
The following are the terms that we propose for a loan to finance the construction of a 336-unit multifamily
development located at Galleria Drive & Boulder Highway in Henderson, NV (the “Loan”). These terms
have not been approved by our credit committee, but are loan terms we reasonably expect to be able to
provide, as follows:
Lender: Trez Capital Limited Partnership (“Trez”).
Borrower: Single purpose entity to be controlled by a group suitable to Trez.
Loan Amount: The lesser of $61,500,000 or 75% loan-to-cost.
Purpose: To finance the construction of a 336-unit multifamily development located at Galleria
Drive & Boulder Highway in Henderson, NV.
Loan Collateral: First Deed of Trust on approximately 14.84 acres of land and the improvements to be
built thereon.
Term: Thirty-six (36) months.
Extension Option: Two (2), six (6) month extension options with payment of 0.5% of the Loan Amount
per extension.
Interest Rate: Floating rate based on WSJ Prime + 4.75% with a floor of 8.00%.
5055 Keller Springs Rd., Suite 500, Addison, TX 75001 T: 214.545.0951 F: 214.545.0960 trezcapital.com
VANCOUVER TORONTO DALLAS | PALM BEACH | ATLANTA
APP000152
TREZ007206
B TREZCAPITAL
Interest Reserve: The Loan will include an interest reserve of approximately $5,400,000 to provide for
payment of interest costs on the Loan. Interest payments will be made from the
Interest Reserve until exhausted, then interest payments will be made from the
Borrower’s own funds thereafter.
Commitment Fee 2.0% of the Loan Amount, payable at the closing of the Loan.
Exit Fee: 1.0% of the Loan Amount, payable at the payoff of the Loan.
Release: Lender will release its lien upon a refinancing or sale of the property.
Guaranty: Completion Guaranty, Bad-Boy Carve-Out Guaranty to be provided by TBD.
Closing Date: TBD
Prepayment: Following the first 12 months of the Loan Term, the Loan may be prepaid without
premium or penalty.
Borrower Equity: The Borrower will have invested at least $20,578,609 of equity into the project prior
to the Lender funding any portion of the Loan.
Special Conditions: GMAX contract and bonding required. Lender will select the providers and obtain an
Appraisal, 3"! Party Market Study and Construction Cost Review (payable by
Borrower) with values acceptable to Trez in its sole and absolute discretion.
If the above terms are acceptable please let us know by November 17", 2020 and we will proceed to our
credit committee and upon approval prepare a formal Letter of Intent for your review. We look forward to
working with you on this exciting project. Please call me with any comments or questions.
Yours truly,
Me Wa
Adrian Watkins
Vice President
VANCOUVER | TORONTO | DALLAS PALM BEACH ATLANTA
APP000153
TREZ007207
i TREZ CAPITAL
Trez Mortgage $61,500,000
Land Equity $8,500,000
Cash Equity $12,078,609
Total Sources $82,078,609
land Cost
- Trez Cap $8,500,000
Hard Costs $53,074,093
Soft Costs $10,505,811
Developer Fee $2,653,705
Interest Reserve $5,400,000
Broker Fee (1%) $615,000
Trez Fee (2%) $1,230,000
Closing Costs $100,000
Total Uses $82,078,609
VANCOUVER | TORONTO DALLAS PALM BEACH ATLANTA
APP000154
TREZ007208
ATTACHMENT C
PP000155
REZ007209
wm TREZCAPITAL
November 19", 2020
MultiGreen Properties
C/O Michael Zysman
City Bay Capital LLC
1177 Avenue of the Americas
5" Floor
New York, NY 10036
RE Letter of Intent to provide Loan financing (the “Loan”) in the amount of up to $65,000,000 to
construct a 336-unit multifamily development on +/- 14.84 acres in Henderson, Nevada.
Dear Mr. Zysman:
This will confirm our interest in providing you with financing for the above noted Subject Property. Our interest
is based on certain facts and representations that you have provided to us. This is not a letter of commitment
and should not be construed as such; it is merely an expression of interest.
The proposed terms are as follows:
1 Lender Trez Capital Limited Partnership or its nominee (the “Lender”),
2 Borrower A single purpose entity to be controlled by MultiGreen Properties and TRU
Development Company (“Borrower”).
Subject +/- 14.84 acres of land at the southeast corner of Galleria Drive and Boulder
Property Highway (“Subject Property”, or “Land”) Henderson, Nevada.
Loan Amount $65,000,000; the budget for the Development is subject to approval of Lender.
Any cost overruns will be funded by Borrower.
Purpose & Use To construct 336 multifamily units on +/- 14.84 acres of land.
of Proceeds
Interest Reserve The Loan will include an interest reserve of up to $5,700,000 to provide for
Account payment of interest costs on the Loan. All monthly NOI from the operations of
the Apartments will be paid by Borrower to Lender and applied towards the
monthly interest on the Loan. Any shortfalls between the NOI payment and the
interest will be paid from the Interest Reserve until exhausted, then interest
payments will be made from Borrower’s own funds thereafter. In the event that
monthly NOI exceeds the month ly mee 2 the ‘Loan, such amounts will remain
" '
FS
APP000156
TREZ007210
TREZCAPITAL
in a Lender controlled account for use towards either future interest payments or
principal payment at the maturity of the Loan.
7. Interest Rate Four hundred seventy-five (4.75%) basis points over the Wall Street Journal
Prime Rate (WSJ) per annum, payable monthly and calculated on a 365 Day basis
(i.e. interest for each day during which any amounts due under the Loan are
outstanding shall be computed at the interest rate then payable divided by 365)
with a floor rate of 8.00%.
8. Guarantors — Sponsors of MultiGreen Properties and TRU Development Company will
Completion individually provide a Guaranty of Completion. The Guaranty will terminate
upon the substantial completion of the multifamily units (as defined by the
construction plans).
9. Payment The Loan will be non-recourse to the Borrower subject only to a Guaranty by the
Guaranty individual Sponsors of MultiGreen Properties and TRU Development Company
for commonly-defined “bad-boy carve outs”; individuals must be satisfactory to
Lender in its sole and absolute discretion.
10. Principal The Loan does not have any principal payments until Loan maturity. However,
Payments during the term of the Loan, Lender will receive 100% of all payments received
by Borrower under any and all reimbursement agreements which will be applied
to the Loan.
11. Term of the Thirty-six (36) months.
Loan
12. Extension Two (2), six (6) month extension options with payment of 0.5% of the Loan
Options Amount per extension.
13. Closing Date On or about December 31%, 2020.
14. Commitment & Commitment fee of 2.0% of the Loan amount payable at the closing of the Loan.
Exit Fees Exit fee of 1.0% of the Loan amount payable at the payoff of the Loan.
15. Deposit A deposit in the amount of $50,000 must be received from the Borrower with the
execution of this letter. Lender shall be entitled to apply the Deposit to any
expenses incurred by Lender in relation to the Loan. Lender shall only be required
to refund the remaining balance of the Deposit, if any, after payment of these
expenses. If the Deposit is insufficient to cover Lender’s expenses, Borrower
shall pay the expenses in excess of the Deposit from its own funds.
16. Costs & Borrower hereby agrees to bear all cost and expenses involved in Lender making
Expenses the Loan including but not limited to legal fees, appraisal fees, market study fees
and out-of-pocket expenses for property inspections, etc. Lender will use a group
that meets its approval for assistance in Lender's due diligence, to inspect the
progress of the development, conduct a cost analysis and approve draws on the
Loan. The costs incurred with said approved group will be reimbursed by the
Borrower.
AR.
APP000157
TREZO007211
TREZCAPITAL
17. Security The Loan shall be secured by, among other collateral, the following (collectively,
the “Security”):
a) a Deed of Trust creating a first priority lien on the Subject Property.
b.) an environmental liabilities agreement.
c.) a Loan policy of title insurance.
d.) an assignment of all contracts entered into by Borrower in connection
with the development and construction of the Subject Property.
e.) an Assignment of Rents and Leases.
f) Guaranty of Completion.
8) Guaranty subject only to provisions for commonly-defined “bad-boy
carve outs”.
18. Conditions The conditions precedent, all of which must be acceptable to Lender in its sole
Precedent discretion, to the disbursement of the Loan at the closing shal! include, but not be
limited to:
a.) perfection of the security, as required by Lender, and evidence that
Lender shall have a first priority lien on the Subject Property;
b) completion of Lender’s due diligence;
c.) receipt of environmental report for the Subject Property, not more than
six months old and certified to Lender and backed by an insurance
policy with at least $1 million of coverage provided to the borrower
with Lender named as an Additional Insured;
dy receipt of geotechnical report for the Subject Property, not more than six
months old and certified to Lender and backed by an insurance policy
with at least $1 million of coverage provided to the borrower with
Lender named as an Additional Insured;
e) receipt of all contracts with contractors to be utilized in the development
and construction of the Subject Property;
f) receipt, review and approval of the Lender of the:
1 engineering and construction plans (does not apply to first draw),
2. budget for the construction of the Subject Property,
3 the development and construction schedule for the Subject Property;
g) receipt (via direct delivery to lender’s Vancouver office) of a Release for
Credit Inquiry and background check form and most recent certified
financial statements for the Borrower.
CER
APP000158
TREZ007212
TREZCAPITAL
h) receipt of such certificates of resolution or other action, incumbency
certificates and/or other certificates of officers of Borrower as Lender
may require;
i) such other due diligence materials, assurances, certificates, documents,
consents or opinions as Lender may require;
j) satisfactory confirmation by Lender of the Borrower’s Equity into the
project (for costs approved by Lender) consisting of at least $17,483,609.
Land equity is capped at $8,500,000 subject to an appraisal to verify the
“as-is” value;
k.) receipt of an appraisal and market study satisfactory to Lender in its sole
opinion;
1) receipt of a cost review by 2 group satisfactory to Lender in its sole
opinion; and
m.) Gmax contract with general contractor and bonding acceptable to Lender.
19. Governing Law All documents executed in connection with the Loan shall be governed by the
laws of the State of Texas.
20, Maximum Under no circumstances or contingencies shall the interest accrued, charged or
Interest collected in connection with the Loan exceed the maximum amount of interest
permitted by applicable law.
21. Title Company TBD
If this proposal is satisfactory, please execute and return a copy of this letter along with the deposit referenced
above in the amount of $50,000 on account of Lender’s expenses. Upon receipt of the deposit, we will proceed
with our due diligence and work toward providing you with a Commitment Letter. This letter is open for
acceptance until November 25", 2020.
Yours truly,
TREZ CAPITAL LIMITED PARTNERSHP, by its General Partner,
TREZ CAPITAL (2011) CORPORATION
En SMD
By
Title: SWART WPLEATLAAND |
VP HEAD Ch US
APP000159
TREZ007213
TREZCAPITAL
Acknowledged and agreed at City of » State of » this _ day of.
2020.
BORROWERS:
By:
Name:
MultiGreen Properties
By:
Name:
TRU Development Company
APP000160
TREZ007214
TREZCAPITAL
i
Trex Mortgage $65,000,000
Land Equity $8,500,000
Cash Equity $8,983,609
Total Sources $82,483,609
Land Cost Trez Cap $8,500,000
Hard Costs $53,074,093
Soft Costs $10,505,811
Developer Fee $2,653,705.
Interest Reserve $5,700,000
Broker Fee (1%) $650,000
Trez Fee (2%) $1,300,000
Closing Costs $100,000
Total Uses $82,483,609
ACER
APP000161
TREZ007215
ATTACHMENT D
PP000162
TREZCAPITAL
March 5", 2021
TRU Development Co./MultiGreen Properties
Mr. Tim Deters
President & CEO
9555 Hillwood Drive, Suite 110
Las Vegas, NV 89134
RE Letter of Intent to provide Loan financing (the “Loan”) in the amount of $66,140,000 to construct a
336-unit multifamily development on +/- 14.84 acres in Henderson, Nevada.
Dear Mr. Deters:
This will confirm our interest in providing you with financing for the above noted Subject Property. Our interest is
based on certain facts and representations that you have provided to us. This is not a letter of commitment and
should not be construed as such; it is merely an expression of interest.
The proposed terms are as follows:
1 Lender Trez Capital Limited Partnership or its nominee (the “Lender”).
2 Borrower A single purpose entity to be controlled by MultiGreen Properties and TRU
Development Company (“Borrower”).
Subject Property +/- 14.84 acres of land at the southeast corner of Galleria Drive and Boulder Highway
(“Subject Property”, or “Land”) Henderson, Nevada.
Loan Amount $66,140,000; in the event that the Sponsors elect to utilize C-PACE financing of
approximately $9,570,000 (the “C-PACE Option”), the Loan Amount will be
reduced to $58,860,000. The budget for the Development is subject to approval of
Lender. Any cost overruns will be funded by Borrower.
Purpose & Use of To construct 336 multifamily units on +/- 14.84 acres of land.
Proceeds
Interest Reserve The Loan will include an interest reserve of up to $5,775,000 or $5,122,310 under
Account the C-Pace Option to provide for payment of interest costs on the Loan. All monthly
NOI from the operations of the Apartments will be paid by Borrower to Lender and
applied towards the monthly interest on the Loan. Any shortfalls between the NOT
payment and the interest will be paid from the Interest Reserve until exhausted, then
interest payments will be made from Borrower’s own funds thereafter. In the event
VANCOUVER TORONTO DALLAS PALM BEACH
1700-745 Thur St 404-401 Bay St 5055 Keller Springs Rd 150 Co D
Var iver ICS P.O. Box 4 Suite 00 40
T: 604 Toronto, ON 12¥4 Addison, TX 7500 Bi h, FL 6
F: 1 21 T: 416 0.1 14, 0
F: 6 F: 416.3 F:2 1
trezeapital.com
APP000163
TREZ007217
TREZCAPITAL
that monthly NOI exceeds the monthly interest on the Loan, such amounts will
remain in a Lender controlled account for use towards either future interest payments
or principal payment at the maturity of the Loan.
Interest Rate Four hundred seventy-five (4.75%) basis points over the Wall Street Journal Prime
Rate (WSJ) per annum, payable monthly and calculated on a 365 Day basis (i.e.
interest for each day during which any amounts due under the Loan are outstanding
shall be computed at the interest rate then payable divided by 365) with a floor rate
of 8.00%.
Guarantors — MGP Apex 582 Guaranty LLC will provide cash or marketable securities in the
Completion amount of 10% of the Loan Amount for the Guaranty of Completion. The Guaranty
will terminate upon the substantial completion of the multifamily units (as defined
by the construction plans).
Payment The Loan will be non-recourse to the Borrower subject only to a Guaranty by MGP
Guaranty Apex 582 Guaranty LLC that will provide cash or marketable securities in the
amount of 10% of the Loan Amount and Tim Deters for commonly-defined “bad-
boy carve outs” until the Loan is paid off; individuals must be satisfactory to Lender
in its sole and absolute discretion.
10 Principal The Loan does not have any principal payments until Loan maturity. However,
Payments during the term of the Loan, Lender will receive 100% of all payments received by
Borrower under any and all reimbursement agreements which will be applied to the
Loan.
11 Arch Culvert When received, a reimbursement by the City of Henderson of approximately
Reimbursement $3,310,000 relating to construction completion of the Arch Culvert will pay down
the Loan Amount. The amount of the paydown may be re-drawn by Borrower for
use towards interest on the Loan. Until such time as the reimbursement is received,
the Developer Fee will be deferred and any accrued Developer Fee amount over such
time period will become payable from the Loan.
12 Term of the Loan Thirty-six (36) months.
13 Extension Two (2), six (6) month extension options with payment of 0.5% of the Loan Amount
Options per extension.
14 Closing Date On or before April 15", 2021.
15. Commitment & Commitment fee of 2.0% of the Loan amount payable at the closing of the Loan. Exit
Exit Fees fee of 1.0% of the Loan amount payable at the payoff of the Loan.
16. Deposit A deposit in the amount of $40,000 must be received from the Borrower with the
execution of this letter. Lender shall be entitled to apply the Deposit to any expenses
incurred by Lender in relation to the Loan. Lender shall only be required to refund
the remaining balance of the Deposit, if any, after payment of these expenses. If the
Deposit is insufficient to cover Lender’s expenses, Borrower shall pay the expenses
in excess of the Deposit from its own funds.
17. Costs & Expenses Borrower hereby agrees to bear all cost and expenses involved in Lender making the
Loan including but not limited to legal fees, appraisal fees, market study fees and
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out-of-pocket expenses for property inspections, etc. Lender will use a group that
meets its approval for assistance in Lender’s due diligence, to inspect the progress of
the development, conduct a cost analysis and approve draws on the Loan. The costs
incurred with said approved group will be reimbursed by the Borrower.
18. Security The Loan shall be secured by, among other collateral, the following (collectively, the
“Security”):
a.) a Deed of Trust creating a first priority lien on the Subject Property.
b) an environmental liabilities agreement.
c.) a Loan policy of title insurance.
d) an assignment of all contracts entered into by Borrower in connection with
the development and construction of the Subject Property.
ica) an Assignment of Rents and Leases.
f) Guaranty of Completion.
8.) Guaranty subject only to provisions for commonly-defined “bad-boy carve
outs”.
19. Conditions The conditions precedent, all of which must be acceptable to Lender in its sole
Precedent discretion, to the disbursement of the Loan at the closing shall include, but not be
limited to:
a.) perfection of the security, as required by Lender, and evidence that Lender
shall have a first priority lien on the Subject Property;
b.) completion of Lender’s due diligence;
ce.) receipt of environmental report for the Subject Property, not more than six
months old and certified to Lender and backed by an insurance policy with
at least $1 million of coverage provided to the borrower with Lender named
as an Additional Insured;
d.) receipt of geotechnical report for the Subject Property, not more than six
months old and certified to Lender and backed by an insurance policy with
at least $1 million of coverage provided to the borrower with Lender named
as an Additional Insured;
e) receipt of all contracts with contractors to be utilized in the development and
construction of the Subject Property;
f) receipt, review and approval of the Lender of the:
1 engineering and construction plans (does not apply to first draw),
2. budget for the construction of the Subject Property,
3 the development and construction schedule for the Subject Property;
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8) receipt (via direct delivery to lender’s Vancouver office) of a Release for
Credit Inquiry and background check form and most recent certified
financial statements for the Borrower.
h.) receipt of such certificates of resolution or other action, incumbency
certificates and/or other certificates of officers of Borrower as Lender may
require;
i) such other due diligence materials, assurances, certificates, documents,
consents or opinions as Lender may require;
Preview
FILED 10/3/2023 2:26 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Brandon Keys DEPUTY CAUSE NO. DC-23-01073 TREZ CAPITAL FUNDING II, LLC, IN THE DISTRICT COURT TREZ CAPITAL WINSTON, LP, Plaintiffs, 44TH JUDICIAL DISTRICT V. RANDY CRAIG NORTON, Defendant. DALLAS COUNTY, TEXAS PLAINTIFFS’ TRADITIONAL MOTION FOR SUMMARY JUDGMENT PART 2 OF 2 EXHIBIT 8 Message From: Adrian Watkins [/O=EXCHANGELABS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=CC1567A46B884440BE85F04D39931BC2-ADRIAN WATK] Sent: 6/9/2021 9:51:15 AM To: ‘Randy C. Norton' [randy@multi.green] Subject: FW: Letter On Behalf Of City Bay Capital Attachments: 2021.06.09 Letter From City Bay Capital To Trez Capital.pdf Randy — FYI, we just received the attached letter. Adrian Watkins | Vice President Im TREZCAPITAL 5055 Keller Springs Road, #500 Addison, Texas 75001 Direct: 214 545 0967 Cell: 214 218 2874 Email: adrianw@ trezcapital.com From: Daniel Lifton Date: June 9, 2021 at 10:49:59 AM CDT To: John Hutchinson Cc: Alex Spiro Subject: Letter On Behalf Of City Bay Capital CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Mr. Hutchinson, Please see the attached. Best, Daniel Lifton Law Clerk Quinn Emanuel Urquhart & Sullivan, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 212 849 7467 Direct 212-849-7000 Main Office Number 212-849-7100 FAX daniellifton@ quinnemanuel.com www.quinnemanuel.com NOTICE: The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. This message may be an attorney-client communication and/or work product and as such is privileged and confidential. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately by e-mail, and delete the original message. APP000143 TREZ007197 Quinn emmanuel trial tawyers | newyork 51 Madison Avenue, 22nd Floor, New York, New York 1oro-16or | TEL (212) 849-7000 x (212) 849-7100 Wariter's Direct DiAL No. (212) 849-7364 Writer's EMAIL ADDRESS alexspiro@quinnemanuel.com June 9, 2021 Vis E-MAIL Trez Capital Limited Partnership Attn: John Hutchinson. johnh@trezcapital.com Re: Apex Apartments in Henderson, NV - Commercial Mortgage Brokerage Fee Dispute Between City Bay Capital LLC and Green Mesa Dear Mr. Hutchinson, Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn Emanuel”) is counsel to City Bay Capital LLC (“CBC”). We write in regard to a dispute surrounding several commercial mortgage brokerage agreements signed between Green Mesa Capital, LLC, BH&G Holdings, LLC, BH&G Enterprises, LLC, Multigreen Properties, LLC, Tru Development, LLC, the physical property, and their affiliates (“Green Mesa”). As you are aware, Green Mesa engaged CBC to exclusively assist with obtaining a construction loan for Apex Apartments in Henderson, NV (the “Apex Project”), leading to an executed commercial mortgage brokerage agreement in February 2020 (the “Apex Agreement,” Attachment A). CBC procured a term sheet from Trez Capital Limited Partnership or its nominee (“Trez”) for the Apex Project on November 10, 2020, with an anticipated loan amount of $61,500,000. (See Attachment B.) After considerable negotiation with Trez, CBC procured an updated term sheet from Trez fora loan in the amountof $65,000,000 on November 19, 2020. (See Attachment C.) Trez delivered a third term sheet to Green Mesa on March 5, 2021. (See Attachment D.) All three term sheets included CBC’s fee in their sources and uses since Trez is aware of the contractual obligation. It is our understanding that Trez has closed or will be closing a loan on the Apex Project in the next few days. Green Mesa indicated to CBC that they will not be paying CBC’s fee at closingperthe Apex Fee Agreement, and that Trez will be compliant with their requestto withhold CBC’s fee. The fee due to CBC is approximately $780,000 or 1.0% of the maximum loan amount for 1st mortgage financing and 2.0% ofthe maximum loan amount for assessment financing, whose amounts will be trued up at closing. (See Attachment A, Apex Agreement § 8.) quinn emanuel urquhart & sullivan, lip LOS ANGELES| NEWYORK | SAN FRANCISCO] SILICON VALLEY] CHICAGO | WASHINGTO? OUSTON| SEATTLE | BOSTON | SALT LAKECITY LONDON | TOKYO MANNHEIM HAMBURG PARIS | MUNICH | SYDNEY | HONG KONG | BRI SELS | ZURICH | SHANGHAI | PERTH| STUTTGART APP000144 TREZ007198 CBC made a good faith offer to settle the dispute by reducing the amount owed for assessment financingto 1.0% of the maximum loan amount, resulting in a $684,300 fee for the Apex Project. (As an additional part of that concession, CBC also offered to forgive a $50,000 fee due froma prior agreement.) This good-faith offer was rejected by Green Mesa. Green Mesa’s counteroffers—one for $50,000 and one for $100,000—were too low to merit serious consideration and were therefore rejected. After these events, CBC understood the parties were at an impasse and engaged Quinn Emanuel. In subsequent discussions, CBC informed Green Mesa that it will honor its original good-faith offer of $684,300. CBC also made clear to Green Mesa that this offer will expire if not paid at the closing of the Trez Loan for the Apex Project and that if CBC is not paid at closing, it will be forced to pursue all remedies under the law. In addition, CBC has made numerous attempts to discuss this situation with Adrian Watkins at Trez, but he has not been responsive to emails or phone calls. (See Attachment E.) Due to CBC’s numerous attempts to reach Mr. Watkins, the ongoing fee dispute with Green Mesa, and the imminent closing of the Trez Loan, we have no other choice but to send this letter to you. We request the following from Trez: 1 Please advise us of the scheduled date for the closing of the Trez Loan and status of the Trez Loan. Please make sure CBC’s original good-faith offer of $684,300 or 1% of the maximum Trez Loan amount for 15 mortgage and assessment financing is paid at closing. Nothing contained herein shall be construed as a waiver of any of my client’s legal or equitable rights or remedies with respect to these matters, all of which are hereby expressly reserved. Thank you in advance for your cooperation in this matter. Sincerely, eS Alex Spiro APP000145 TREZ007199 ATTACHMENT A PP000146 REZ007200 City Bay ull Capital LLC COMMERCIAL MORTGAGE BROKERAGE AGREEMENT This Brokerage Agreement (this “Agreement”) is entered into as of this 27th day of February, 2020 between: BH&G Holdings, LLC, Green Mesa Capital, LLC, Multigreen Properties, LLC, the Project (hereinafter defined), and their affiliates (collectively, “Client”) and City Bay Capital LLC, a New York limited liability company (“Broker”). Whereas, Client is secking a 1 mortgage, assessment financing, mezzanine and/or other financing (a “Loan”), a preferred equity investor to make an equity investment (an “Investment”, any entity providing a Loan or Investment, an “Investor”) for the acquisition, development and/or construction of a planned 336 unit multifamily apartment complex with a retail outparcel called Apex 582, located in the southeastern quadrant of the Las Vegas metropolitan area at the corner of Boulder Highway and Galleria Drive in Henderson, Nevada, totaling approximately 295,350sf nsf (the “Project’”); Whereas, Broker is a mortgage broker which has established contacts with third party equity and debt providers who may be interested in becoming an Investor; Whereas, Client and Broker desire to set forth their agreement whereby Broker would attempt to procure a Loan and/or an Investment for Client and Client would pay a fee therefor, all in accordance with the terms and conditions of this Agreement. Now, therefore, for and in consideration of the services to be provided and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and with the intent to be legally bound hereby, the parties hereto agree as follows: 1 Engagement. Subject to the carve-outs specified in Section 12 below, during the time period commencing on the date hereof and expiring on the date the Loan and/or Investment closes on the Project (the “Term”), Broker shall have the exclusive right to attempt to broker a Loan with respect to the Project. Brokerage Fee. In the event that an Investment or a Loan is procured or made during the Term with respect to the Project, Client shall pay a fee to Broker (the “Brokerage Fee”) in accordance with the following: Page 1 of 4 City Bay Capital LLC - 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695 APP000147 TREZ007201 a. 2% of the maximum loan amount for mezzanine financing, preferred equity financing or assessment financing; b 1% of the maximum loan amount for 1“ mortgage financing Tail Period: Within 30 days of the expiration of the Term, Broker shall deliver to Client a list (the “Exclusive List”) of entities who have previously issued a term sheet, letter of intent or similar instrument with respect to the Project (each entity listed on the Exclusive list, a “Potential Investor”). In the event that a Loan or Investment is procured from a Potential Investor during the time period that commences upon the expiration of the Term and the date that occurs 36 months thereafter (the “Tail Period”), Client shall pay Broker a Brokerage Fee in connection with such Loan or Investment. Non-Circumvention. For purposes of clarity, if Client (or an affiliate of Client) procures (i) a Loan or an Investment during the Term, or (ii) a Loan or an Investment from a Potential Investor during the Tail Period, Client shall pay Broker the Brokerage Fee, in each case regardless of whether Broker had arranged or brokered such financing. Time of Payment. Whenever Broker is owed a Brokerage Fee pursuant to the terms of this Agreement, Client hereby represents that such fee shall be paid via wire (or at Broker’s request via check) simultaneously with the closing of the applicable transaction. Due Authority. Client represents and warrants that it has the full authority to enter into this Agreement, without violating any other agreement or contractual obligation. Successors and Assigns. This Agreement shall be binding on any affiliate or affiliates of Client that subsequently become/s (i) the party seeking an Investment or Loan, or (ii) the owner of the Project. Default. In the event of a default under this Agreement by Client, including, without limitation, in any payment of a Brokerage Fee, Broker shall be entitled to be reimbursed for all costs of collection, including reasonable attorneys’ fees and disbursements incurred, in preparation for and prosecution of litigation or alternative form of dispute resolution and all outstanding commissions due and owing shall bear interest at twelve percent (12%) per annum. Confidentiality. Client agrees to keep confidential (i) all of the terms of this Agreement and (ii) the identity of Potential Investors and other potential financing and/or investment sources introduced to Client pursuant to this Agreement. 10. Venue, Jurisdiction, Waiver of Jury Trial. Any suit, action or proceeding arising from this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Nevada, in each case located Page 2 of 4 City Bay Capital LLC 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695 APP000148 TREZ007202 in Clark County, Nevada, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby waive all right to a jury trial in connection with such action, suit or proceeding. Client acknowledges that the Broker is a licensed as a commercial mortgage broker in the State of New York and this engagement was unsolicited. 11 Counterparts. This Agreement may be executed in counterparts, and by facsimile transmission or electronic signature, which counterparts, when taken together, shall constitute one complete instrument. 12. Carve-outs. The following groups are carved out from the Tail Period: Och Ziff, Global Atlantic, Pembrook Capital, Hall Structured Finance, Prudential Insurance Company, Dennis Troesh and ESI Ventures. HUD 221(d)(4) financing will be carved-out of this Agreement if the Client obtains the following items by April 30, 2020: (a) a building permit from the governing jurisdiction for the entire Project, (b) a fully executed contract with Whiting-Turner to be the General Contractor for the construction of the entire Project, and (c) fully executed contracts with 75% of the subcontractors that will be engaged to build the entire Project. 13 Break-up Fee. If Client signs an LOI, term sheet or similar instrument for a HUD 221(d)(4) loan and the Broker procures 2 term sheets or similar instruments with an LTC of 70% or higher, and a rate equal to or lower than 650bps + 30 day libor; then the Broker will be entitled to a $50,000.00 fee payable at the signing of the HUD LOI, term sheet or similar instrument. [remainder of page intentionally lefi blank; signatures follow] Page 3 of 4 City Bay Capital LLC 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695 APP000149 TREZ007203 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CLIENT: BROKER: BH&G Holdings, LLC Bi . By: Natne- indy Norton Name: Michael Zysman Title: Manager Title: Managing Principal Green Mesa Capital, LLC Title: Manager Multigreen Properties, LLC . ry: N z. andy Norton Title: Manager Page 4 of 4 City Bay Capital LLC - 1177 Avenue of the Americas, 5" Floor - New York, NY 10036 - Phone: 212-691-2695 APP000150 TREZ007204 ATTACHMENT B PP000151 REZ007205 By TREZCAPITAL November 10%, 2020 MultiGreen Properties C/O Michael Zysman City Bay Capital LLC 1177 Avenue of the Americas 5" Floor New York, NY 10036 Dear Mr. Zysman, The following are the terms that we propose for a loan to finance the construction of a 336-unit multifamily development located at Galleria Drive & Boulder Highway in Henderson, NV (the “Loan”). These terms have not been approved by our credit committee, but are loan terms we reasonably expect to be able to provide, as follows: Lender: Trez Capital Limited Partnership (“Trez”). Borrower: Single purpose entity to be controlled by a group suitable to Trez. Loan Amount: The lesser of $61,500,000 or 75% loan-to-cost. Purpose: To finance the construction of a 336-unit multifamily development located at Galleria Drive & Boulder Highway in Henderson, NV. Loan Collateral: First Deed of Trust on approximately 14.84 acres of land and the improvements to be built thereon. Term: Thirty-six (36) months. Extension Option: Two (2), six (6) month extension options with payment of 0.5% of the Loan Amount per extension. Interest Rate: Floating rate based on WSJ Prime + 4.75% with a floor of 8.00%. 5055 Keller Springs Rd., Suite 500, Addison, TX 75001 T: 214.545.0951 F: 214.545.0960 trezcapital.com VANCOUVER TORONTO DALLAS | PALM BEACH | ATLANTA APP000152 TREZ007206 B TREZCAPITAL Interest Reserve: The Loan will include an interest reserve of approximately $5,400,000 to provide for payment of interest costs on the Loan. Interest payments will be made from the Interest Reserve until exhausted, then interest payments will be made from the Borrower’s own funds thereafter. Commitment Fee 2.0% of the Loan Amount, payable at the closing of the Loan. Exit Fee: 1.0% of the Loan Amount, payable at the payoff of the Loan. Release: Lender will release its lien upon a refinancing or sale of the property. Guaranty: Completion Guaranty, Bad-Boy Carve-Out Guaranty to be provided by TBD. Closing Date: TBD Prepayment: Following the first 12 months of the Loan Term, the Loan may be prepaid without premium or penalty. Borrower Equity: The Borrower will have invested at least $20,578,609 of equity into the project prior to the Lender funding any portion of the Loan. Special Conditions: GMAX contract and bonding required. Lender will select the providers and obtain an Appraisal, 3"! Party Market Study and Construction Cost Review (payable by Borrower) with values acceptable to Trez in its sole and absolute discretion. If the above terms are acceptable please let us know by November 17", 2020 and we will proceed to our credit committee and upon approval prepare a formal Letter of Intent for your review. We look forward to working with you on this exciting project. Please call me with any comments or questions. Yours truly, Me Wa Adrian Watkins Vice President VANCOUVER | TORONTO | DALLAS PALM BEACH ATLANTA APP000153 TREZ007207 i TREZ CAPITAL Trez Mortgage $61,500,000 Land Equity $8,500,000 Cash Equity $12,078,609 Total Sources $82,078,609 land Cost - Trez Cap $8,500,000 Hard Costs $53,074,093 Soft Costs $10,505,811 Developer Fee $2,653,705 Interest Reserve $5,400,000 Broker Fee (1%) $615,000 Trez Fee (2%) $1,230,000 Closing Costs $100,000 Total Uses $82,078,609 VANCOUVER | TORONTO DALLAS PALM BEACH ATLANTA APP000154 TREZ007208 ATTACHMENT C PP000155 REZ007209 wm TREZCAPITAL November 19", 2020 MultiGreen Properties C/O Michael Zysman City Bay Capital LLC 1177 Avenue of the Americas 5" Floor New York, NY 10036 RE Letter of Intent to provide Loan financing (the “Loan”) in the amount of up to $65,000,000 to construct a 336-unit multifamily development on +/- 14.84 acres in Henderson, Nevada. Dear Mr. Zysman: This will confirm our interest in providing you with financing for the above noted Subject Property. Our interest is based on certain facts and representations that you have provided to us. This is not a letter of commitment and should not be construed as such; it is merely an expression of interest. The proposed terms are as follows: 1 Lender Trez Capital Limited Partnership or its nominee (the “Lender”), 2 Borrower A single purpose entity to be controlled by MultiGreen Properties and TRU Development Company (“Borrower”). Subject +/- 14.84 acres of land at the southeast corner of Galleria Drive and Boulder Property Highway (“Subject Property”, or “Land”) Henderson, Nevada. Loan Amount $65,000,000; the budget for the Development is subject to approval of Lender. Any cost overruns will be funded by Borrower. Purpose & Use To construct 336 multifamily units on +/- 14.84 acres of land. of Proceeds Interest Reserve The Loan will include an interest reserve of up to $5,700,000 to provide for Account payment of interest costs on the Loan. All monthly NOI from the operations of the Apartments will be paid by Borrower to Lender and applied towards the monthly interest on the Loan. Any shortfalls between the NOI payment and the interest will be paid from the Interest Reserve until exhausted, then interest payments will be made from Borrower’s own funds thereafter. In the event that monthly NOI exceeds the month ly mee 2 the ‘Loan, such amounts will remain " ' FS APP000156 TREZ007210 TREZCAPITAL in a Lender controlled account for use towards either future interest payments or principal payment at the maturity of the Loan. 7. Interest Rate Four hundred seventy-five (4.75%) basis points over the Wall Street Journal Prime Rate (WSJ) per annum, payable monthly and calculated on a 365 Day basis (i.e. interest for each day during which any amounts due under the Loan are outstanding shall be computed at the interest rate then payable divided by 365) with a floor rate of 8.00%. 8. Guarantors — Sponsors of MultiGreen Properties and TRU Development Company will Completion individually provide a Guaranty of Completion. The Guaranty will terminate upon the substantial completion of the multifamily units (as defined by the construction plans). 9. Payment The Loan will be non-recourse to the Borrower subject only to a Guaranty by the Guaranty individual Sponsors of MultiGreen Properties and TRU Development Company for commonly-defined “bad-boy carve outs”; individuals must be satisfactory to Lender in its sole and absolute discretion. 10. Principal The Loan does not have any principal payments until Loan maturity. However, Payments during the term of the Loan, Lender will receive 100% of all payments received by Borrower under any and all reimbursement agreements which will be applied to the Loan. 11. Term of the Thirty-six (36) months. Loan 12. Extension Two (2), six (6) month extension options with payment of 0.5% of the Loan Options Amount per extension. 13. Closing Date On or about December 31%, 2020. 14. Commitment & Commitment fee of 2.0% of the Loan amount payable at the closing of the Loan. Exit Fees Exit fee of 1.0% of the Loan amount payable at the payoff of the Loan. 15. Deposit A deposit in the amount of $50,000 must be received from the Borrower with the execution of this letter. Lender shall be entitled to apply the Deposit to any expenses incurred by Lender in relation to the Loan. Lender shall only be required to refund the remaining balance of the Deposit, if any, after payment of these expenses. If the Deposit is insufficient to cover Lender’s expenses, Borrower shall pay the expenses in excess of the Deposit from its own funds. 16. Costs & Borrower hereby agrees to bear all cost and expenses involved in Lender making Expenses the Loan including but not limited to legal fees, appraisal fees, market study fees and out-of-pocket expenses for property inspections, etc. Lender will use a group that meets its approval for assistance in Lender's due diligence, to inspect the progress of the development, conduct a cost analysis and approve draws on the Loan. The costs incurred with said approved group will be reimbursed by the Borrower. AR. APP000157 TREZO007211 TREZCAPITAL 17. Security The Loan shall be secured by, among other collateral, the following (collectively, the “Security”): a) a Deed of Trust creating a first priority lien on the Subject Property. b.) an environmental liabilities agreement. c.) a Loan policy of title insurance. d.) an assignment of all contracts entered into by Borrower in connection with the development and construction of the Subject Property. e.) an Assignment of Rents and Leases. f) Guaranty of Completion. 8) Guaranty subject only to provisions for commonly-defined “bad-boy carve outs”. 18. Conditions The conditions precedent, all of which must be acceptable to Lender in its sole Precedent discretion, to the disbursement of the Loan at the closing shal! include, but not be limited to: a.) perfection of the security, as required by Lender, and evidence that Lender shall have a first priority lien on the Subject Property; b) completion of Lender’s due diligence; c.) receipt of environmental report for the Subject Property, not more than six months old and certified to Lender and backed by an insurance policy with at least $1 million of coverage provided to the borrower with Lender named as an Additional Insured; dy receipt of geotechnical report for the Subject Property, not more than six months old and certified to Lender and backed by an insurance policy with at least $1 million of coverage provided to the borrower with Lender named as an Additional Insured; e) receipt of all contracts with contractors to be utilized in the development and construction of the Subject Property; f) receipt, review and approval of the Lender of the: 1 engineering and construction plans (does not apply to first draw), 2. budget for the construction of the Subject Property, 3 the development and construction schedule for the Subject Property; g) receipt (via direct delivery to lender’s Vancouver office) of a Release for Credit Inquiry and background check form and most recent certified financial statements for the Borrower. CER APP000158 TREZ007212 TREZCAPITAL h) receipt of such certificates of resolution or other action, incumbency certificates and/or other certificates of officers of Borrower as Lender may require; i) such other due diligence materials, assurances, certificates, documents, consents or opinions as Lender may require; j) satisfactory confirmation by Lender of the Borrower’s Equity into the project (for costs approved by Lender) consisting of at least $17,483,609. Land equity is capped at $8,500,000 subject to an appraisal to verify the “as-is” value; k.) receipt of an appraisal and market study satisfactory to Lender in its sole opinion; 1) receipt of a cost review by 2 group satisfactory to Lender in its sole opinion; and m.) Gmax contract with general contractor and bonding acceptable to Lender. 19. Governing Law All documents executed in connection with the Loan shall be governed by the laws of the State of Texas. 20, Maximum Under no circumstances or contingencies shall the interest accrued, charged or Interest collected in connection with the Loan exceed the maximum amount of interest permitted by applicable law. 21. Title Company TBD If this proposal is satisfactory, please execute and return a copy of this letter along with the deposit referenced above in the amount of $50,000 on account of Lender’s expenses. Upon receipt of the deposit, we will proceed with our due diligence and work toward providing you with a Commitment Letter. This letter is open for acceptance until November 25", 2020. Yours truly, TREZ CAPITAL LIMITED PARTNERSHP, by its General Partner, TREZ CAPITAL (2011) CORPORATION En SMD By Title: SWART WPLEATLAAND | VP HEAD Ch US APP000159 TREZ007213 TREZCAPITAL Acknowledged and agreed at City of » State of » this _ day of. 2020. BORROWERS: By: Name: MultiGreen Properties By: Name: TRU Development Company APP000160 TREZ007214 TREZCAPITAL i Trex Mortgage $65,000,000 Land Equity $8,500,000 Cash Equity $8,983,609 Total Sources $82,483,609 Land Cost Trez Cap $8,500,000 Hard Costs $53,074,093 Soft Costs $10,505,811 Developer Fee $2,653,705. Interest Reserve $5,700,000 Broker Fee (1%) $650,000 Trez Fee (2%) $1,300,000 Closing Costs $100,000 Total Uses $82,483,609 ACER APP000161 TREZ007215 ATTACHMENT D PP000162 TREZCAPITAL March 5", 2021 TRU Development Co./MultiGreen Properties Mr. Tim Deters President & CEO 9555 Hillwood Drive, Suite 110 Las Vegas, NV 89134 RE Letter of Intent to provide Loan financing (the “Loan”) in the amount of $66,140,000 to construct a 336-unit multifamily development on +/- 14.84 acres in Henderson, Nevada. Dear Mr. Deters: This will confirm our interest in providing you with financing for the above noted Subject Property. Our interest is based on certain facts and representations that you have provided to us. This is not a letter of commitment and should not be construed as such; it is merely an expression of interest. The proposed terms are as follows: 1 Lender Trez Capital Limited Partnership or its nominee (the “Lender”). 2 Borrower A single purpose entity to be controlled by MultiGreen Properties and TRU Development Company (“Borrower”). Subject Property +/- 14.84 acres of land at the southeast corner of Galleria Drive and Boulder Highway (“Subject Property”, or “Land”) Henderson, Nevada. Loan Amount $66,140,000; in the event that the Sponsors elect to utilize C-PACE financing of approximately $9,570,000 (the “C-PACE Option”), the Loan Amount will be reduced to $58,860,000. The budget for the Development is subject to approval of Lender. Any cost overruns will be funded by Borrower. Purpose & Use of To construct 336 multifamily units on +/- 14.84 acres of land. Proceeds Interest Reserve The Loan will include an interest reserve of up to $5,775,000 or $5,122,310 under Account the C-Pace Option to provide for payment of interest costs on the Loan. All monthly NOI from the operations of the Apartments will be paid by Borrower to Lender and applied towards the monthly interest on the Loan. Any shortfalls between the NOT payment and the interest will be paid from the Interest Reserve until exhausted, then interest payments will be made from Borrower’s own funds thereafter. In the event VANCOUVER TORONTO DALLAS PALM BEACH 1700-745 Thur St 404-401 Bay St 5055 Keller Springs Rd 150 Co D Var iver ICS P.O. Box 4 Suite 00 40 T: 604 Toronto, ON 12¥4 Addison, TX 7500 Bi h, FL 6 F: 1 21 T: 416 0.1 14, 0 F: 6 F: 416.3 F:2 1 trezeapital.com APP000163 TREZ007217 TREZCAPITAL that monthly NOI exceeds the monthly interest on the Loan, such amounts will remain in a Lender controlled account for use towards either future interest payments or principal payment at the maturity of the Loan. Interest Rate Four hundred seventy-five (4.75%) basis points over the Wall Street Journal Prime Rate (WSJ) per annum, payable monthly and calculated on a 365 Day basis (i.e. interest for each day during which any amounts due under the Loan are outstanding shall be computed at the interest rate then payable divided by 365) with a floor rate of 8.00%. Guarantors — MGP Apex 582 Guaranty LLC will provide cash or marketable securities in the Completion amount of 10% of the Loan Amount for the Guaranty of Completion. The Guaranty will terminate upon the substantial completion of the multifamily units (as defined by the construction plans). Payment The Loan will be non-recourse to the Borrower subject only to a Guaranty by MGP Guaranty Apex 582 Guaranty LLC that will provide cash or marketable securities in the amount of 10% of the Loan Amount and Tim Deters for commonly-defined “bad- boy carve outs” until the Loan is paid off; individuals must be satisfactory to Lender in its sole and absolute discretion. 10 Principal The Loan does not have any principal payments until Loan maturity. However, Payments during the term of the Loan, Lender will receive 100% of all payments received by Borrower under any and all reimbursement agreements which will be applied to the Loan. 11 Arch Culvert When received, a reimbursement by the City of Henderson of approximately Reimbursement $3,310,000 relating to construction completion of the Arch Culvert will pay down the Loan Amount. The amount of the paydown may be re-drawn by Borrower for use towards interest on the Loan. Until such time as the reimbursement is received, the Developer Fee will be deferred and any accrued Developer Fee amount over such time period will become payable from the Loan. 12 Term of the Loan Thirty-six (36) months. 13 Extension Two (2), six (6) month extension options with payment of 0.5% of the Loan Amount Options per extension. 14 Closing Date On or before April 15", 2021. 15. Commitment & Commitment fee of 2.0% of the Loan amount payable at the closing of the Loan. Exit Exit Fees fee of 1.0% of the Loan amount payable at the payoff of the Loan. 16. Deposit A deposit in the amount of $40,000 must be received from the Borrower with the execution of this letter. Lender shall be entitled to apply the Deposit to any expenses incurred by Lender in relation to the Loan. Lender shall only be required to refund the remaining balance of the Deposit, if any, after payment of these expenses. If the Deposit is insufficient to cover Lender’s expenses, Borrower shall pay the expenses in excess of the Deposit from its own funds. 17. Costs & Expenses Borrower hereby agrees to bear all cost and expenses involved in Lender making the Loan including but not limited to legal fees, appraisal fees, market study fees and VANCOUVER | TORONTO I DALLAS | PALM BEACH | NEW YORK | MONTREAL EZ APP000164 TREZO007218 TREZCAPITAL out-of-pocket expenses for property inspections, etc. Lender will use a group that meets its approval for assistance in Lender’s due diligence, to inspect the progress of the development, conduct a cost analysis and approve draws on the Loan. The costs incurred with said approved group will be reimbursed by the Borrower. 18. Security The Loan shall be secured by, among other collateral, the following (collectively, the “Security”): a.) a Deed of Trust creating a first priority lien on the Subject Property. b) an environmental liabilities agreement. c.) a Loan policy of title insurance. d) an assignment of all contracts entered into by Borrower in connection with the development and construction of the Subject Property. ica) an Assignment of Rents and Leases. f) Guaranty of Completion. 8.) Guaranty subject only to provisions for commonly-defined “bad-boy carve outs”. 19. Conditions The conditions precedent, all of which must be acceptable to Lender in its sole Precedent discretion, to the disbursement of the Loan at the closing shall include, but not be limited to: a.) perfection of the security, as required by Lender, and evidence that Lender shall have a first priority lien on the Subject Property; b.) completion of Lender’s due diligence; ce.) receipt of environmental report for the Subject Property, not more than six months old and certified to Lender and backed by an insurance policy with at least $1 million of coverage provided to the borrower with Lender named as an Additional Insured; d.) receipt of geotechnical report for the Subject Property, not more than six months old and certified to Lender and backed by an insurance policy with at least $1 million of coverage provided to the borrower with Lender named as an Additional Insured; e) receipt of all contracts with contractors to be utilized in the development and construction of the Subject Property; f) receipt, review and approval of the Lender of the: 1 engineering and construction plans (does not apply to first draw), 2. budget for the construction of the Subject Property, 3 the development and construction schedule for the Subject Property; VANCOUVER | TORONTO I DALLAS | PALM BEACH | NEW YORK | MONTREAL EZ APP000165 TREZ007219 i TREZCAPITAL 8) receipt (via direct delivery to lender’s Vancouver office) of a Release for Credit Inquiry and background check form and most recent certified financial statements for the Borrower. h.) receipt of such certificates of resolution or other action, incumbency certificates and/or other certificates of officers of Borrower as Lender may require; i) such other due diligence materials, assurances, certificates, documents, consents or opinions as Lender may require;