Preview
FILED: COLUMBIA COUNTY CLERK 01/05/2024 04:24 PM INDEX NO. E012023021189
NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/05/2024
EXHIBIT 2
FILED: COLUMBIA COUNTY CLERK 01/05/2024 04:24 PM INDEX NO. E012023021189
NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/05/2024
March 17, 2022
Via Federal Express and Electronic Mail
Cannon Heyman & Weiss, LLP WNC Holding, LLC
54 State Street c/o WNC & Associates, Inc.
Albany, New York 12207 17782 Sky Park Circle
Attn: Jeremy Root, Esq. Irvine, California 92614
Email: jroot@chwattys.com Attn: Christina Pham
Email: cpham@wncinc.com
WNC Housing, L.P.
17782 Sky Park Circle
Irvine, California 92614
Attn: Christina Pham
Email: cpham@wncinc.com
Re: Hudson KTD Limited Partnership
Dear Mr. Root;
This law firm represents Galvan Housing Resources, Inc., formerly known as Housing Resources
of Columbia County, Inc. (“Galvan”), relative to the above referenced matter. Reference is made to that
certain Amended and Restated Agreement of Limited Partnership and Related Agreements of Hudson
KTD Limited Partnership (the “Partnership”), dated March 12, 2007, as amended (the “Partnership
Agreement”), pursuant to which Crosswinds Hudson, LLC, the managing general partner of the
Partnership (“Crosswinds”) and Galvan, by and through its subsidiaries Hudson City Housing
Development Fund Company (“HDFC”) and HRCC Homes, LLC (“HR-LLC”), as co-general partners of
the Partnership, developed, constructed, and presently maintains, operates and owns a 70-unit low-income
rental housing complex known as Crosswinds at Hudson (the “Project”), and that certain Amended and
Restated Purchase Option and Right of First Refusal Agreement, by and between the Partnership and
Galvan, dated March 12, 2007 (the “Option Agreement”). It is my understanding that your law firm
represents Crosswinds with respect to the Partnership. Capitalized terms not defined herein shall have the
meaning ascribed to such terms in the Limited Partnership Agreement.
PLEASE TAKE NOTICE that, pursuant to Paragraphs 1 and 5 of the Option Agreement, Galvan
hereby exercises its Option (as defined in the Option Agreement) to purchase the Partnership’s interest in
the Project. Pursuant to Paragraph 5 of the Option Agreement, the closing date for Galvan’s purchase of
the Project shall be on or before the date that is one-hundred-twenty (120) days after the December 31,
2022 expiration date of the Compliance Period, which will be May 1, 2023 (the “Closing Date”).
FILED: COLUMBIA COUNTY CLERK 01/05/2024 04:24 PM INDEX NO. E012023021189
NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/05/2024
Crosswinds Hudson, LLC March 15, 2022
Page 2 of 2
Pursuant to Paragraph 3 of the Option Agreement, the purchase price shall be the greater of debt and taxes
(as set forth in Paragraph 3(a) thereof) or the fair market value of the Project, as determined by a licensed
appraiser (as set forth in Paragraph 3(b) thereof).
As stated in my letter to Seth Hiland of Harris Beach PLLC, dated March 3, 2022, Galvan has
engaged the Government Consulting and Valuation Advisory Services group for Novogradac & Company
LLP (“Novogradac”) to determine the fair market value of the Project. In order to perform the appraisal,
Novogradac requires certain documents and records pertaining to the Project, as well as access to the
Project for an inspection. Paragraph 6 of the Option Agreement provides,
Upon notice by [Galvan] of its intent to exercise the Option or the Refusal Right, the
Partnership and [Galvan] shall exercise best efforts in good faith to agree on the
purchase price for the Property as determined pursuant to Paragraphs 3 or 4 above. Any
such agreement shall be subject to the prior written consent of the Limited Partners,
which shall not be withheld as to any purchase price determined properly in accordance
with this Agreement.
PLEASE TAKE FURTHER NOTICE that Galvan hereby again demands access to the Project so
that Novogradac may conduct an inspection thereof. Upon agreement with the Partnership on the
purchase price for the Project, Galvan intends to submit to the Partnership a proposed purchase agreement
in accordance with Paragraph 8 of the Option Agreement.
As a final matter, Galvan has repeatedly requested from Crosswinds and the Limited Partners
copies of the full closing transcript for the Partnership and, to date, has still not received it. As a General
Partner of the Partnership, Galvan is entitled to all books and records of the Partnership, including the
closing transcript. Demand is hereby made, once again, upon Crosswinds and/or the Limited Partners to
provide copies of the full closing transcript for the Partnership.
Please be advised, that Galvan expressly reserves its right to enforce any and all rights and
remedies it may have under the Partnership Agreement, any other agreement relating to the Project, as
well as at law or in equity, including, without limitation, attorneys’ fees and all other damages in
connection with enforcing Galvan’s rights thereunder.
Thank you for your prompt attention to this matter.
Very truly yours,
/s/ Daniel T. Hubbell
Daniel T. Hubbell
cc: Galvan Housing Resources (via email)
4886-2056-1174, v. 3
Preview
FILED: COLUMBIA COUNTY CLERK 01/05/2024 04:24 PM INDEX NO. E012023021189 NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/05/2024 EXHIBIT 2 FILED: COLUMBIA COUNTY CLERK 01/05/2024 04:24 PM INDEX NO. E012023021189 NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/05/2024 March 17, 2022 Via Federal Express and Electronic Mail Cannon Heyman & Weiss, LLP WNC Holding, LLC 54 State Street c/o WNC & Associates, Inc. Albany, New York 12207 17782 Sky Park Circle Attn: Jeremy Root, Esq. Irvine, California 92614 Email: jroot@chwattys.com Attn: Christina Pham Email: cpham@wncinc.com WNC Housing, L.P. 17782 Sky Park Circle Irvine, California 92614 Attn: Christina Pham Email: cpham@wncinc.com Re: Hudson KTD Limited Partnership Dear Mr. Root; This law firm represents Galvan Housing Resources, Inc., formerly known as Housing Resources of Columbia County, Inc. (“Galvan”), relative to the above referenced matter. Reference is made to that certain Amended and Restated Agreement of Limited Partnership and Related Agreements of Hudson KTD Limited Partnership (the “Partnership”), dated March 12, 2007, as amended (the “Partnership Agreement”), pursuant to which Crosswinds Hudson, LLC, the managing general partner of the Partnership (“Crosswinds”) and Galvan, by and through its subsidiaries Hudson City Housing Development Fund Company (“HDFC”) and HRCC Homes, LLC (“HR-LLC”), as co-general partners of the Partnership, developed, constructed, and presently maintains, operates and owns a 70-unit low-income rental housing complex known as Crosswinds at Hudson (the “Project”), and that certain Amended and Restated Purchase Option and Right of First Refusal Agreement, by and between the Partnership and Galvan, dated March 12, 2007 (the “Option Agreement”). It is my understanding that your law firm represents Crosswinds with respect to the Partnership. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Limited Partnership Agreement. PLEASE TAKE NOTICE that, pursuant to Paragraphs 1 and 5 of the Option Agreement, Galvan hereby exercises its Option (as defined in the Option Agreement) to purchase the Partnership’s interest in the Project. Pursuant to Paragraph 5 of the Option Agreement, the closing date for Galvan’s purchase of the Project shall be on or before the date that is one-hundred-twenty (120) days after the December 31, 2022 expiration date of the Compliance Period, which will be May 1, 2023 (the “Closing Date”). FILED: COLUMBIA COUNTY CLERK 01/05/2024 04:24 PM INDEX NO. E012023021189 NYSCEF DOC. NO. 21 RECEIVED NYSCEF: 01/05/2024 Crosswinds Hudson, LLC March 15, 2022 Page 2 of 2 Pursuant to Paragraph 3 of the Option Agreement, the purchase price shall be the greater of debt and taxes (as set forth in Paragraph 3(a) thereof) or the fair market value of the Project, as determined by a licensed appraiser (as set forth in Paragraph 3(b) thereof). As stated in my letter to Seth Hiland of Harris Beach PLLC, dated March 3, 2022, Galvan has engaged the Government Consulting and Valuation Advisory Services group for Novogradac & Company LLP (“Novogradac”) to determine the fair market value of the Project. In order to perform the appraisal, Novogradac requires certain documents and records pertaining to the Project, as well as access to the Project for an inspection. Paragraph 6 of the Option Agreement provides, Upon notice by [Galvan] of its intent to exercise the Option or the Refusal Right, the Partnership and [Galvan] shall exercise best efforts in good faith to agree on the purchase price for the Property as determined pursuant to Paragraphs 3 or 4 above. Any such agreement shall be subject to the prior written consent of the Limited Partners, which shall not be withheld as to any purchase price determined properly in accordance with this Agreement. PLEASE TAKE FURTHER NOTICE that Galvan hereby again demands access to the Project so that Novogradac may conduct an inspection thereof. Upon agreement with the Partnership on the purchase price for the Project, Galvan intends to submit to the Partnership a proposed purchase agreement in accordance with Paragraph 8 of the Option Agreement. As a final matter, Galvan has repeatedly requested from Crosswinds and the Limited Partners copies of the full closing transcript for the Partnership and, to date, has still not received it. As a General Partner of the Partnership, Galvan is entitled to all books and records of the Partnership, including the closing transcript. Demand is hereby made, once again, upon Crosswinds and/or the Limited Partners to provide copies of the full closing transcript for the Partnership. Please be advised, that Galvan expressly reserves its right to enforce any and all rights and remedies it may have under the Partnership Agreement, any other agreement relating to the Project, as well as at law or in equity, including, without limitation, attorneys’ fees and all other damages in connection with enforcing Galvan’s rights thereunder. Thank you for your prompt attention to this matter. Very truly yours, /s/ Daniel T. Hubbell Daniel T. Hubbell cc: Galvan Housing Resources (via email) 4886-2056-1174, v. 3