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HomeMy WebLinkAbout21-004 RESOLUTION NO. 2021-04 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,450,000 IN PRINCIPAL AMOUNT OF ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY MORTGAGE REVENUE BONDS (BLUE SKY LANDING), SERIES 2021A AND NOT TO EXCEED $800,000 IN PRINCIPAL AMOUNT OF ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY MORTGAGE REVENUE BONDS (BLUE SKY LANDING), SERIES 2021B; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, FINANCING AGREEMENT, LAND USE RESTRICTION AGREEMENT, BOND PURCHASE AGREEMENT, AND LEASEHOLD MORTGAGE, SECURITY AGREEMENT ASSIGNMENT OF LEASES AND RENTS 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 Mortgage Revenue Bonds(Blue Sky Landing), Series 2021A (the "Series 2021A Bonds") and its Multifamily Mortgage Revenue Bonds(Blue Sky Landing),Series 2021B(the"Series 2021B Bonds",together with the Series 2021A Bonds, collectively, the "Bonds") to fund a loan to Blue McNeil One, LLC, a Florida limited liability company(the"Borrower")to finance a portion of the costs of the acquisition,construction and equipping of a residential multi-family rental facility to be known as Blue Sky Landing 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 Financing 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 JPMorgan Chase Bank, N.A., a national banking association (the"Purchaser");and WHEREAS, the Authority wishes to approve the appointment of a trustee, registrar and paying agent (collectively, a "Trustee") with respect to the Bonds, and the appointment of a Compliance Agent with respect to the Project. SECTION 4. The Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents 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 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 Bonds. 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 each series of the Bonds. The negotiated sale of the Series 2021A Bond in a principal amount of not to exceed $10,450,000, at a price not less than 100% of the aggregate principal amount of such Series 2021A 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,as contemplated by the Bond Purchase Agreement is hereby approved. The negotiated sale of the Series 2021B Bond in a principal amount of not to exceed$800,000,at a price not less than 100%of the aggregate principal amount of such Series 2021B 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 Series 2021B Bond not later than the year 2050, as contemplated by the Bond Purchase Agreement is hereby approved. Prior to the delivery of each series of the Bonds 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. The Authority hereby ratifies and confirms the scheduling and advertising of a public hearing by the Authority's general counsel in accordance with Section 147(f) of the Code, and following such hearing, seek approval from the Board of County Commissioners for the issuance of the Series 2021A Bonds in the event such series of Bonds are not issued prior to August 18,2021,and the Series 2021B Bonds,and upon receipt of such approval to apply for bond volume allocation for the Series 2021B Bonds. Upon satisfaction of these conditions, the Bonds shall be issued under the terms of the Indenture and the Bond Purchase Agreement,without the need for further action of the Authority. 3 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 14. 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 Bonds,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 15. The Credit Underwriting Report with respect to the Project delivered to the Authority by AmeriNat® 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] 5 EXHIBIT A FORM OF TRUST INDENTURE A-1 EXHIBIT C FORM OF BOND PURCHASE AGREEMENT C-1 EXHIBIT E FORM OF LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING E-1 EXHIBIT G FORM OF FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT G-1 EXHIBIT I FORM OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS • I-1