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HomeMy WebLinkAbout21-001 - HFA RESOLUTION NO. 2021- 001 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $38,000,000 IN PRINCIPAL AMOUNT OF ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS (SANDS AT ST. LUCIE APARTMENTS), SERIES 2021; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, LOAN AGREEMENT, LAND USE RESTRICTION AGREEMENT, BOND PURCHASE AGREEMENT,AND MORTGAGE,ASSIGNMENT OF RENTS AND LEASES,SECURITY AGREEMENT AND FIXTURE FILING RELATING TO THE SALE OF THE BONDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN ADDITIONAL AGREEMENTS NECESSARY OR DESIRABLE IN CONNECTION WITH THE ISSUANCE OF AND PROVISION OF SECURITY FOR THE BOND;APPOINTING A TRUSTEE WITH RESPECT TO THE BONDS AND A COMPLIANCE AGENT WITH RESPECT TO THE PROJECT; PROVIDING THAT SUCH BONDS SHALL BE ISSUED IN CERTIFICATED FORM; AUTHORIZING THE AWARD OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS,the Authority desires to issue its Multifamily Housing Revenue Bonds(Sands at St. Lucie Apartments), Series 2021 (the "Bonds") to fund a loan to SP Sands LLC, a Florida limited liability company (the "Borrower") to finance a portion of the costs of the acquisition, rehabilitation and equipping of a residential multi-family rental facility to be known as Sands at St. Lucie Apartments in St. Lucie County, Florida (the "Project"); and WHEREAS, the Authority desires to approve the forms of, and authorize the execution and delivery of a Trust Indenture, a Loan Agreement, a Land Use Restriction Agreement, a Bond Purchase Agreement, a Mortgage and other documents to be executed in connection with the issuance of the Bonds; and WHEREAS, the Authority intends to sell the Bond as hereinafter provided as a single bond to Western Alliance Business Trust, a Delaware statutory trust (or such other purchaser designated by R4 Capital Funding LLC) (the "Purchaser"); and WHEREAS, the Authority wishes to approve the appointment of a Trustee with respect to the Bonds, and the appointment of a Compliance Agent with respect to the Project. NOW, THEREFORE, BE IT RESOLVED BY THE ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY as follows: SECTION 1. There is hereby authorized and directed to be issued the Authority's Multifamily Housing Revenue Bonds (Sands at St. Lucie Apartments), Series 2021, in a principal amount not to exceed$38,000,000. The Bonds shall be issued under and secured by the Indenture referred to below which by reference is hereby incorporated in this resolution as if set forth in full herein. The Bond shall mature in the amounts and at the times,shall bear interest at the rates,be redeemable at the redemption prices and upon the terms, and shall have all of the other characteristics,as shall be approved by the Chairman or Vice Chairman of the Authority prior to sale of said Bond, as provided in this Resolution. The Bond shall be executed, authenticated and delivered by the officers of the Authority authorized below in substantially the form set forth in the Indenture in fully registered certificated form. SECTION 2. The Trust Indenture (the "Indenture"), in substantially the form attached hereto as Exhibit A (and all exhibits thereto), is hereby approved, and the Chairman, Vice- Chairman and/or Secretary or Assistant Secretary of the Authority or any other authorized officer are hereby authorized and directed to execute and deliver the Indenture on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as reflect the final terms of the Bond, including, but not limited to, the insertion of rates, maturities and other details of the Bond determined as herein provided, and with such modifications to the exhibits thereto,as may be made prior to the delivery of the Bond,and as may be otherwise made and approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval. SECTION 3. The Loan Agreement, the Bond Purchase Agreement and the Land Use Restriction Agreement, in substantially the forms attached hereto as Exhibits B, C and D, respectively(the"Agreements"), are hereby approved,confirmed and ratified and the Chairman, Vice-Chairman and/or Secretary or Assistant Secretary, any other authorized officer of the Authority are hereby authorized and directed to execute and deliver the Agreements on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein, and as may be otherwise made and approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval. With respect to the operation of the Project, the Issuer finds and determines that the Borrower will operate the Project as a"qualified low-income housing project"in accordance with the requirements of§42 of the Internal Revenue Code. In accordance with§159.603(6)(a),Florida Statutes, the Project will qualify as a "qualifying housing development" (as described in §159.603(6), Florida Statutes) without the requirement to meet the 60-percent eligible persons requirement under§ 159.603(6),Florida Statutes. SECTION 4. The Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing in substantially the form attached hereto as Exhibit E (the "Mortgage"), is hereby approved, confirmed and ratified and the Chairman, Vice-Chairman and/or Secretary or Assistant Secretary or any other authorized officer of the Authority are hereby authorized and 2 directed to execute and deliver an Assignment of the Mortgage to the Trustee on behalf of and in the name of the Authority with such additional changes,insertions and omissions therein as may be otherwise made and approved by the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval. SECTION 5. It is hereby found and determined that due to the complexity of the financing and the need to coordinate matters among the Authority, the Borrower, and the Purchaser, it is in the best interests of the Authority to negotiate the sale of the Bond. The disclosure required by Section 218.385, Florida Statutes, as amended, shall be provided to the Authority by the Purchaser prior to the delivery of the Bond. The negotiated sale of the Bond in a principal amount of not to exceed $38,000,000, at a price not less than 100% of the aggregate principal amount of such Bond, bearing an average net interest cost rate that is not in excess of the rate permitted by Section 215.84, Florida Statutes, without obtaining an interest rate waiver from the State of Florida Board of Administration,a final maturity date of the Bond not later than the year 2050, is hereby approved. Prior to the delivery of the Bond to the Purchaser, the Purchaser shall deliver to the Issuer and the Trustee a Disclosure Letter substantially in the form attached hereto as Exhibit F (the "Disclosure Letter") and an Investor Letter substantially in the form attached as Exhibit B to the Indenture(the"Investor Letter"). SECTION 6. In accordance with the Credit Underwriting Report, the Authority will require that the Borrower and the guarantors listed in the Credit Underwriting Report a Fee guaranty and Environmental Indemnity Agreement,an Absolute and Unconditional Guaranty of Completion and an Absolute and Unconditional Guaranty of Operating Deficits,in substantially the form attached hereto as Exhibits G,H and I. SECTION 7. With respect to the Bonds, U.S. Bank National Association, Fort Lauderdale,Florida,is hereby appointed as Trustee. SECTION 8. With respect to the Project, Seltzer Management Company, Inc., Panama City Beach, Florida, is hereby approved as the Compliance Agent pursuant to the Indenture and the Land Use Restriction Agreement. SECTION 9. Since the Bonds are being sold without a credit rating in one of the three highest rating categories, it is in the best interests of the Authority and the Borrower that the Bonds not be issued utilizing a book entry system of registration. The Bond shall not use a book- entry system of registration unless and until such time as the Bonds are rated in one of the three highest rating categories by a nationally recognized credit rating agency. Prior to such rating,the Bonds shall be initially issued only as a single bond and may only be transferred in accordance with the terms, conditions and restrictions set forth in the Indenture. 3 SECTION 10. All prior resolutions and motions of the Authority inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 11. The Authority has determined that it shall charge the Borrower (i) a program administration fee consisting of an initial fee payable at closing in an amount equal to twenty-five basis points(.25%) of the principal amount of the Bond issued,and(ii) an annual fee to cover the administrative expenses incurred by the Authority in the issuance and carrying of the Bond in an annual amount equal to twelve and one-half basis points (.125%) of the outstanding principal amount of the Bond as described in the Indenture herein approved, and (iii) an annual compliance fee to monitor the Borrower's compliance with the Land Use Restriction Agreement in an amount equal to the actual cost of such compliance monitoring as set forth in the Compliance Monitoring Agreement between the Compliance Agent and the Borrower,payable in accordance with the Compliance Monitoring Agreement. SECTION 12. To the extent that the Chairman, Vice-Chairman and/or Secretary or Assistant Secretary of the Authority are unable for any reason to execute or deliver the documents referred to above, such documents may be executed, attested and/or delivered by any other member of the Authority, with the same effect as if executed and/or delivered by the Chairman, Vice-Chairman or Secretary. SECTION 13. The Chairman,Vice Chairman and the Secretary or Assistant Secretary and all other members of the Authority are hereby authorized and directed to(a)execute any and all certifications or other instruments, agreements, assignments, endorsement or documents required by the Indenture, the Agreements, Bond Counsel or any other document referred to above as a prerequisite or precondition to the issuance of the Bond,and any representation made therein shall be deemed to be made on behalf of the Authority, and (b)to take all such actions as shall be necessary of advisable to carry out the transactions provided for in this Resolution. All action taken to date by the members of the Authority and the staff of the Authority in furtherance of the issuance of the Bonds is hereby approved,confirmed and ratified. SECTION 14. The Credit Underwriting Report with respect to the Project delivered to the Authority by Seltzer Management Company, Inc. is hereby approved, with any open or unresolved issues constituting closing conditions which must be satisfied prior to closing to the Authority's satisfaction(as evidenced by the execution and delivery of the financing documents by the authorized officers of the Authority). [Remainder of page left intentionally blank] 4 SECTION 15. This resolution shall become effective immediately upon its adoption. ADOPTED this 27th day of January, 2021. ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY ATTEST: By: Cha. man etary 5 EXHIBIT A FORM OF TRUST INDENTURE A-1 i EXHIBIT B FORM OF LOAN AGREEMENT B-1 EXHIBIT C FORM OF BOND PURCHASE AGREEMENT C-1 EXHIBIT D FORM OF LAND USE RESTRICTION AGREEMENT D-1 EXHIBIT E FORM OF MORTGAGE,ASSIGNMENT OF RENTS AND LEASES,SECURITY AGREEMENT AND FIXTURE FILING E-1 EXHIBIT F FORM OF DISCLOSURE LETTER F-1 EXHIBIT G FORM OF FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT G-1 RXHIBIT H FORM OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION H-1 EXHIBIT I FORM OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS I-1