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HomeMy WebLinkAbout24-003 - HFARESOLUTION NO.2024-003 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $21,275,000 IN AGGREGATE PRINCIPAL AMOUNT OF ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS (FANNIE MAE MBS-SECURED), (LIVE OAK VILLAS I & II) SERIES 2024 (THE 'BONDS") AND $4,750,000 IN AGGREGATE PRINCIPAL AMOUNT OF ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY SUBORDINATE MULTIFAMILY HOUSING REVENUE NOTE, SERIES 2024, (LIVE OAK VILLAS I & II) (THE "SUBORDINATE NOTE") AND PROVIDING CERTAIN DETAILS THEREOF; WITH RESPECT TO THE BONDS APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, A FINANCING AGREEMENT; AUTHORIZING A NEGOTIATED SALE OF THE BONDS AND APPROVING THE CONDITIONS AND CRITERIA FOR SUCH SALE; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT TO THE BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT, AUTHORIZING ITS DISTRIBUTION IN CONNECTION WITH THE SALE OF THE BONDS AND AUTHORIZING THE DISTRIBUTION OF A FINAL OFFICIAL STATEMENT; WITH RESPECT TO THE SUBORDINATE NOTE, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUBORDINATE LOAN AGREEMENT, APPROVING THE FORM OF THE SUBORDINATE MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS, AND THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUBORDINATION AGREEMENT, AN ASSIGNMENT OF SUBORDINATE MORTGAGE AND SUBORDINATE LOAN AGREEMENT AND AN EXCHANGE AGREEMENT; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LAND USE RESTRICTION AGREEMENT, A FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT, AN ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION, AND AN ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN ADDITIONAL AGREEMENTS NECESSARY OR DESIRABLE; APPOINTING A TRUSTEE WITH RESPECT TO THE BONDS, A REGISTRAR WITH RESPECT TO THE SUBORDINATE NOTE 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; ACCEPTING AND APPROVING A CREDIT UNDERWRITING REPORT; AND PROVIDING AN EFFECTIVE DATE. 1 WHEREAS, the Authority desires to issue its Multifamily Mortgage Revenue Bonds (Fannie Mae MBS-Secured) (Live Oak Villas I & II), Series 2024 (the 'Bonds") to fund a loan to Live Oak Preservation, LTD., a Florida limited partnership (the "Borrower") to finance a portion of the costs of the acquisition, rehabilitation and equipping of the multi -family rental housing developments to be known as Live Oak Villas I and Live Oak Villas II, each location in Fort Peirce, St. Lucie County, Florida (the "Project"). The Authority also desires to issue its Subordinate Multifamily Housing Revenue Note, Series 2024 (Live Oak Villas I & II) (the "Subordinate Note") to Royal Abstract Intermediary, LLC, as qualified intermediary under Exchange No. for Live Oaks Apartments, Ltd., a Florida limited partnership (the "Subordinate Lender") in order to provide purchase money financing for the Borrower for a portion of the costs of 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 Bond Purchase Agreement, Preliminary Official Statement, a Senior Mortgage, a Subordinate Loan Agreement, a Subordinate Mortgage, a Land Use Restriction Agreement, a Fee Guaranty and Environmental Indemnity Agreement, an Absolute and Unconditional Guaranty of Completion, an Absolute and Guaranty of Operating Deficits and other documents to be executed in connection with the issuances of the Bonds and the Subordinate Note; and WHEREAS, the Authority has determined that a negotiated sale of the Bonds and the Subordinate Note is in the best interest of the Authority; and WHEREAS, in connection with the negotiated sale of the Bonds, the Authority desires to enter into a Bond Purchase Agreement (the "Bond Purchase Agreement"), by and among the Issuer, the Borrower, and RBC Capital Markets, LLC, as underwriter (the "Underwriter"); and WHEREAS, in connection with the offering and sale of the Bonds, the Authority desires to approve the distribution of the Preliminary Official Statement, delegate the authority to deem the Preliminary Official Statement "final" for purposes of Rule 15c2-12 of the Securities Exchange Act of 1943, as amended (the "Rule"), and authorize the execution and delivery of a final Official Statement with respect to the Bonds (the "Official Statement"); and WHEREAS, the Authority wishes to approve the appointment of a trustee, registrar and paying agent (collectively, a "Trustee") with respect to the Bonds, a registrar with respect to the Subordinate Note, 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 Mortgage Revenue Bonds (Fannie Mae MBS-Secured) (Live Oak Villas I & II), Series 2024 (the 'Bonds") in a principal amount of $21,275,000, and the Authority's Subordinate 2 Multifamily Housing Revenue Note, Series 2024 (Live Oak Villas I & II) (the "Subordinate Note"), in a principal amount of $4,750,000. 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 Bonds 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 Chair or Vice Chair of the Authority prior to sale of said Bonds, as provided in this Resolution. The Bonds 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. The Subordinate Note shall be issued by the Authority pursuant to the terms and provisions of that certain Subordinate Loan Agreement referred to below which by reference is hereby incorporated in this resolution as if set forth in full herein. The Subordinate Note 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 Chair or Vice Chair of the Authority prior to sale of said Subordinate Note, as provided in this Resolution. The Subordinate Note shall be executed, authenticated, and delivered by the officers of the Authority authorized below in substantially the form set forth in the Subordinate Loan Agreement in fully registered certificated form. SECTION 2. The Preliminary Official Statement in substantially the form attached hereto as EXHIBIT A, is hereby approved, and the Chair, Vice -Chair and/or Secretary or Assistant Secretary of the Authority or any other authorized officer is authorized and directed to execute and deliver the Preliminary Official Statement on behalf of and in the name of the Authority with such changes, modifications, and revisions to the draft Preliminary Official Statement as he or she may deem necessary or desirable; the Chair, Vice -Chair and/or Secretary or Assistant Secretary of the Authority or any other authorized officer is hereby authorized to deem "final" the Preliminary Official Statement, as so amended and approved by him or her, for purposes of the Rule; and approves the use of the Preliminary Official Statement in the marketing of the Bonds. The Chair, Vice -Chair and/or Secretary or Assistant Secretary of the Authority or any other authorized officer are hereby authorized to approve, on behalf of the Authority, the final Official Statement relating to the Bonds with such changes from the Preliminary Official Statement in accordance with the Rule, as they may approve and such final Official Statement is hereby authorized to be used and distributed in connection with the marketing and sale of the Bonds. SECTION 3. The Trust Indenture (the "Indenture"), in substantially the form attached hereto as Exhibit B (and all exhibits thereto), is hereby approved, and the Chair, Vice -Chair 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 Bonds, including, but not limited to, the insertion of rates, maturities and other details of the Bonds determined as herein provided, and with such modifications to the exhibits thereto, as 3 may be made prior to the delivery of the Bonds, 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 5. The Financing Agreement, the Bond Purchase Agreement, and the Land Use Restriction Agreement, in substantially the forms attached hereto as Exhibits C, D and E, respectively (the "Agreements"), are hereby approved, confirmed and ratified and the Chair, Vice - Chair 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 Authority 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 6. The Subordinate Loan Agreement, in substantially the form attached hereto as Exhibit F, (the "Subordinate Loan Agreement"), the form of Exchange Agreement, in substantially the form attached hereto as Exhibit F and the form of Subordinate Note Registrar Agreement, in substantially the form attached hereto as Exhibit E are hereby approved, confirmed and ratified and the Chair, Vice -Chair and/or Secretary or Assistant Secretary, any other authorized officer of the Authority are hereby authorized and directed to execute and deliver the Subordinate Loan Agreement and the Exchange Agreement 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. SECTION 7. The Subordinate Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents in substantially the form attached hereto as Exhibit G (the "Subordinate Mortgage"), is hereby approved, confirmed and ratified and the Chair, Vice -Chair 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 Subordinate Mortgage in the form attached hereto as Exhibit G to the Trustee and a Subordination Agreement in the form attached hereto as Exhibit G, with respect thereto 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. 4 SECTION 8. 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 Bonds in a principal amount of not to exceed $21,275,000, at a price not less than 100% of the aggregate principal amount of such Bonds, 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 2045, as contemplated by the Bond Purchase Agreement is hereby approved. Prior to executing and delivering the Indenture, the Authority shall have received disclosure statements from the Underwriter setting forth the information required by Section 218.385, Florida Statutes, as amended. The negotiated sale of the Subordinate Note in a principal amount of not to exceed $4,750,000, at a price not less than 100% of the aggregate principal amount of such Subordinate Note, 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 Subordinate Bond not later than the year 2046, as contemplated by the Subordinate Loan Agreement, is hereby approved. Prior to the delivery of the Note to the Subordinate Lender, the Subordinate Lender shall deliver to the Authority and the Registrar a Subordinate Lender Investor Letter substantially in the forms attached as Exhibit B to the Subordinate Loan Agreement (the "Investor Letter") and a Disclosure Letter substantially in the form attached hereto as Exhibit H (the "Disclosure Letter"). SECTION 9. In accordance with the Credit Underwriting Report, the Authority will require that the Borrower and the guarantors listed in the Credit Underwriting Report provide 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 I.1, and K. SECTION 10. With respect to the Bonds, U.S. Bank Trust Company, National Association, Fort Lauderdale, Florida, is hereby appointed as the initial trustee, registrar and paying agent with respect to the Bonds. With respect to the Subordinate Note, U.S. Bank Trust Company, National Association, Fort Lauderdale, Florida, is hereby appointed as the registrar with respect to the Subordinate Note in accordance with the Subordinate Note Registrar Agreement. SECTION 11. With respect to the Project, First Housing Development Corporation of Florida is hereby approved as the Compliance Agent pursuant to the Indenture and the Land Use Restriction Agreement. 5 SECTION 12. 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 13. The Authority has determined that it shall charge the Borrower (i) one (1) time initial issuance fee payable to the Issuer on the Closing Date in the amount of $66,250.00, and, (ii) an annual fee to cover the administrative expenses incurred by the Authority in the issuance and carrying of the Bonds in an annual amount equal to twelve and one-half basis points (0.125%) of the authorized principal amount of the Bonds and the Subordinate Note ($33,125.00) payable in semiannual installments of $16,562.50 in arrears on each January 1 and July 1, commencing January 1, 2025 through the end of the calendar month in which the last of the Bonds and the Subordinate Note are redeemed, provided that if such date occurs prior to the end of the Qualified Project Period (as defined in the Land use Restriction Agreement), and provided that in the event the Bonds and the Subordinate Note are both redeemed in full prior to the end of the Qualified Project Period, the Authority's annual fee shall continue through December 31 of the year in which the Qualified Project Period terminates, and (iii) fees for Extraordinary Services and Extraordinary Expenses for services rendered and reasonably incurred by the Authority as described in the Indenture herein approved. SECTION 14. To the extent that the Chair, Vice -Chair 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 Chair, Vice -Chair or Secretary. SECTION 15. The Chair, Vice Chair 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 16. The Credit Underwriting Report with respect to the Project delivered to the Authority by First Housing Development Corporation is hereby accepted and 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). G7 SECTION 17. This resolution shall become effective immediately upon its adoption. ADOPTED this 24'h day of October 2024. ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY ATTEST: By: Chair APPROVED AS TO FORM AND CORRECTNESS By: Assistant County Attorney PI EXHIBIT A PRELIMINARY OFFICIAL STATEMENT A-1 EXHIBIT B FORM OF TRUST INDENTURE I:m EXHIBIT D FORM OF BOND PURCHASE AGREEMENT D-1 1*0001 : 11" FORM OF LAND USE RESTRICTION AGREEMENT E-1 EXHIBIT F FORM OF SUBORDINATE LOAN AGREEMENT AND FORM OF EXCHANGE AGREEMENT \9 SUBORDINATE NOTE REGISTRAR AGREEMENT F-1 EXHIBIT G FORM OF SUBORDINATE MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS AND ASSIGNMENT OF SUBORDINATE MORTGAGE AND SUBORDINATE LOAN AGREEMENT ERA FORM OF SUBORDINATION AGREEMENT G-1 EXHIBIT H FORM OF DISCLOSURE LETTER H-1 EXHIBIT I FORM OF FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT I-1 EXHIBIT J FORM OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION J-1 EXHIBIT K FORM OF ABSOLUTE AND UNCONDITIONAL GUARANTY OF OPERATING DEFICITS K-1