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HomeMy WebLinkAbout26-001 (HFA)RESOLUTION NO. R-2026-01 A RESOLUTION OF THE HOUSING FINANCE AUTHORITY OF ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,725,000 HOUSING FINANCE AUTHORITY OF ST. LUCIE COUNTY, FLORIDA MULTIFAMILY HOUSING REVENUE NOTE, SERIES 2026 (MADISON CAY APARTMENTS) (THE "GOVERNMENTAL NOTE") AND PROVIDING FOR CERTAIN DETAILS THEREOF; WITH RESPECT TO THE GOVERNMENTAL NOTE, APPOINTING A FISCAL AGENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FUNDING LOAN AGREEMENT WITH REGIONS BANK, AS INITIAL FUNDING LENDER, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PROJECT LOAN AGREEMENT WITH THE FISCAL AGENT AND MADISON CAY PRESERVATION, LTD., AS BORROWER; APPROVING THE FORM OF THE MORTGAGE AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE ASSIGNMENT OF MORTGAGE AND LOAN DOCUMENTS WITH RESPECT TO THE GOVERNMENTAL NOTE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LAND USE RESTRICTION AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT, A GUARANTY OF COMPLETION AND A GUARANTY OF OPERATING DEFICITS; ACCEPTING A FINAL CREDIT UNDERWRITING REPORT; DETERMINING THE NEED FOR A NEGOTIATED PRIVATE SALE OF THE GOVERNMENTAL NOTE AND DELEGATING TO THE CHAIRMAN OR VICE CHAIRMAN OF THE AUTHORITY TO APPROVE THE TERMS OF SUCH PRIVATE SALE SUBJECT TO CERTAIN CRITERIA; AUTHORIZING THE PROPER OFFICERS TO DO ALL THINGS NECESSARY OR ADVISABLE; AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION. WHEREAS, the Board of County Commissioners of St. Lucie County, Florida (the 'Board"), has heretofore enacted Ordinance No. 80-003 on July 22, 1980, as amended, creating the Housing Finance Authority of St. Lucie County, Florida (the "Authority"), pursuant to the provisions of Chapter 159, Part IV, Florida Statutes, as amended and supplemented (the "Act"); and WHEREAS, the Board has heretofore adopted a resolution declaring a need for the Authority to function in order to alleviate the shortage of housing and capital for investment in housing within St. Lucie County, Florida (the "County"); and 1 WHEREAS, the Authority, pursuant to the Act and the Funding Loan Agreement (the "Funding Loan Agreement") among the Authority, Regions Bank, an Alabama banking corporation, as the Initial Funding Lender (the "Funding Lender") and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"), in substantially the form attached hereto as Exhibit A, has determined to issue its Multifamily Housing Revenue Note, Series 2026 (Madison Cay Apartments) (the "Governmental Note") in a principal amount not to exceed $16,725,000 to make the Loan (as defined below) to be used by Madison Cay Preservation, LTD., a Florida limited partnership (together with its successors and assigns, the 'Borrower') to pay a portion of the costs of the acquisition and rehabilitation of a 132-unit multifamily housing facility for persons of low to moderate income known as Madison Cay Apartments, located at 1655 N. 29th Street. Fort Pierce, Florida (the 'Project"), the form of which Governmental Note shall be as provided in the Funding Loan Agreement; and WHEREAS, the Governmental Note will be purchased by the Funding Lender through a negotiated private placement and the proceeds received by the Authority from the Funding Lender will be loaned (the "Loan") to the Borrower to finance a portion of the costs of the Project pursuant to the terms and provisions of that certain Project Loan Agreement among the Authority, the Fiscal Agent and the Borrower (the 'Project Loan Agreement") in substantially the form attached hereto as Exhibit B-1; and WHEREAS, the Loan made pursuant to the Project Loan Agreement will be evidenced by that certain Project Note from the Borrower payable to the Authority (the 'Project Note"), which Project Note shall be in substantially the form attached hereto as Exhibit B-2, and will be secured by a Multifamily Mortgage, Assignment of Rents and Security Agreement (the "Mortgage") in substantially the form attached hereto as Exhibit C from the Borrower to the Authority; and WHEREAS, pursuant to that certain Assignment of Security Instrument, in substantially the form attached hereto as Exhibit D (the "Mortgage Assignment"), the Authority will assign (other than certain unassigned rights) its right in the Project Note and Mortgage to the Fiscal Agent; and WHEREAS, it is the intent of the Funding Lender and the Authority that the interest payable on the Governmental Note be excludable from the gross income of the Funding Lender for federal income tax purposes (herein, "Tax -Exempt Obligation"); and WHEREAS, the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder impose certain requirements on governmental issuers, such as the Authority, in order that the debt of such issuers be issued as a Tax -Exempt Obligation; and, in furtherance of such requirements, the Authority desires to authorize the execution and delivery of a Land Use Restriction Agreement expected to be dated as of the first day of the month and year in which the Governmental Note is issued, by and among the Borrower, the Fiscal Agent and the Authority (the "Land Use Restriction Agreement") in substantially the form attached hereto as Exhibit E, which agreement evidences certain restrictions placed on the use and P occupancy of the Project as required under the Act, certain requirements of St. Lucie County, Florida and the applicable provisions of the Code (the "Regulatory Agreement"); and WHEREAS, the Authority desires to authorize the execution and delivery of a Fee Guaranty and Environmental Indemnity Agreement expected to be dated as of the first day of the month and year in which the Governmental Note is issued from the Borrower and the other indemnitors named therein to the Authority and Fiscal Agent in substantially the form attached hereto as Exhibit F (the "Indemnity Agreement"); and WHEREAS, the Authority desires to authorize the execution and delivery of a Guaranty of Completion and a Guaranty of Operating Deficits expected to be dated as of the first day of the month and year in which the Governmental Note is issued from the Borrower and the other guarantors named therein to the Authority and Fiscal Agent in substantially the form attached hereto as Exhibits G and H (collectively, the "Guaranty Agreements"); and WHEREAS, the Authority desires to accept the final Credit Underwriting Report delivered to the Authority by AmeriNat® ("AmeriNat®") with respect to the Project (the "Credit Underwriting Report"); and WHEREAS, within the County there is a shortage of housing available at prices or rentals which many persons and families can afford and a shortage of capital for investment in such housing, which shortage constitutes a threat to the health, safety, morals and welfare of the residents of the County, deprives the County of an adequate tax base, and causes the County to make excessive expenditures for crime prevention and control, public health, welfare and safety, fire and accident protection, and other public services and facilities; and WHEREAS, the shortage of capital and housing cannot be relieved except through the encouragement of investment by private enterprise and the stimulation of construction of housing through the use of public financing; and WHEREAS, the Project and the financing thereof will assist in alleviating the shortage of housing in the County and of capital for investment therein, will serve the purposes of the Act and the Project will constitute a "qualifying housing development" under the Act; and WHEREAS, adequate provision has been made in the documents attached hereto for the Loan by the Authority to the Borrower to finance the acquisition and rehabilitation of the Project, and for the operation, repair and maintenance of the Project at the expense of the Borrower and for the repayment by the Borrower of the Loan in installments sufficient to pay the principal of and the interest on the Governmental Note, and all costs and expenses relating thereto; and WHEREAS, the Authority is not obligated to pay the Governmental Note except from the proceeds derived from the repayment of the Loan and other payments received from the Borrower or from the other security pledged therefor; and 3 WHEREAS, the Funding Lender has indicated its willingness to purchase the Governmental Note through a negotiated private sale; and WHEREAS, a negotiated sale of the Governmental Note to the Funding Lender is necessary and in the best interests of the Authority for the following reasons: the Governmental Note will be a special limited obligation of the Authority payable from amounts derived from the payments by the Borrower pursuant to the Project Loan Agreement and certain other funds and collateral pledged therefor; the Borrower will be required to pay all costs of the Authority in connection with the issuance of the Governmental Note and the administration of the Project and to operate and maintain the Project at the Borrower's own expense; the costs of issuance of the Governmental Note, which must be borne directly or indirectly by the Borrower, would most likely be greater if the Governmental Note were sold at a public sale by competitive bids than if the Governmental Note is sold at a negotiated sale; in light of the unsettled bond market and the necessity of complying with certain requirements of the Code, it is essential that the Authority and the Borrower have maximum flexibility in structuring the Governmental Note, which flexibility would not be possible in competitive bidding; there is no basis, considering prevailing market conditions, for any expectation that the terms and conditions of a sale of the Governmental Note at public sale by competitive bids would be any more favorable than at a negotiated sale; multifamily housing revenue obligations which have the characteristics of the Governmental Note are typically sold at negotiated sale under prevailing market conditions; and the Borrower and the Funding Lender have undertaken substantial negotiations with respect to the Governmental Note and the security therefor; and WHEREAS, notice of a public hearing conducted by the Authority on March 6, 2025, inviting written and oral comments and discussions concerning the issuance of the Governmental Note was published in the Treasure Coast Newspaper on February 27, 2025, in accordance with Applicable Treasury Regulations at least 7 days prior to the date of such hearing; and WHEREAS, on April 8, 2025, the Board approved the issuance of bonds by the Authority for purposes of Section 147(f) of the Code and for purposes of the Act; and WHEREAS, the Authority has received from the State of Florida Division of Bond Finance 2025 carryforward private activity bond volume cap allocation for multifamily housing revenue bonds in the remaining amount of $21,500,000 which may be used by the Authority for the issuance of multifamily housing revenue obligations, including the Governmental Note; and WHEREAS, the Authority desires to authorize the execution of all documents deemed necessary and to be in acceptable form as determined by its Bond Counsel and general counsel to the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING FINANCE AUTHORITY OF ST. LUCIE COUNTY, FLORIDA THAT: 4 SECTION 1. RECITALS. The foregoing recitals stated above are hereby found by the Authority to be true and correct and incorporated into this Resolution as findings. SECTION 2. DEFINITIONS. In addition to the terms defined above, the words and terms referred to in this Resolution, unless a different meaning clearly appears from the context, shall have the same meanings in this Resolution as in the Funding Loan Agreement, as applicable. SECTION 3. AUTHORIZATION OF THE GOVERNMENTAL NOTE. For the purpose of providing funds to make the Loan to the Borrower to finance a portion of the costs of the Project, there is hereby authorized by the Authority, a Tax -Exempt Obligation to be known as the "Multifamily Housing Revenue Note, Series 2026 (Madison Cay Apartments)," in one or more series in the principal amount of SIXTEEN MILLION SEVEN HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($16,725,000). The proceeds of the Governmental Note, together with the moneys received by the Fiscal Agent from the Borrower or tax credit investor, shall be applied, the Governmental Note shall mature in the year and in the amount, bear interest at such rate or rates, and be subject to redemption, and be in such form, all as provided in the Funding Loan Agreement. The Authority hereby authorizes, pursuant to the provisions of the Funding Loan Agreement, the use of the proceeds of the Governmental Note to make the Loan to the Borrower for the Borrower to pay a portion of the costs of the Project. The execution of the Funding Loan Agreement by the authorized officers of the Authority as set forth in Section 5 hereof shall constitute approval of such terms as set forth in this Section 3. SECTION 4. SECURITY FOR THE GOVERNMENTAL NOTE. The Governmental Note will be a limited obligation of the Authority. The principal of, or redemption price and interest on, the Governmental Note will be payable solely as provided in the Funding Loan Agreement. Neither the members of the Authority nor any person executing the Governmental Note shall be liable personally on the Governmental Note by reason of the issuance thereof. The Governmental Note will not be a debt of the Authority, the County, the State of Florida (the "State") or any other political subdivision thereof, and neither the faith and credit nor the taxing power of the County, the State or any other political subdivision thereof will be pledged to the payment of the principal of, or redemption price and interest on, the Governmental Note. The Authority has no taxing power. SECTION 5. APPROVAL OF FORMS AND EXECUTION OF LOAN DOCUMENTS, INCLUDING FUNDING LOAN AGREEMENT PROJECT LOAN AGREEMENT, PROJECT NOTE, MORTGAGE AND MORTGAGE ASSIGNMENT. The forms of the Funding Loan Agreement (including the Governmental Note), the Project Loan Agreement, the Project Note, the Mortgage and the Mortgage Assignment, relating to the Loan, in substantially the form presented at this meeting (and attached hereto as Exhibits A, B-1, B-2, C and D, respectively), are hereby approved and adopted by the Authority, together with such changes, modifications and G� deletions as may be deemed necessary and appropriate. The Chairman (or, in the Chairman's absence, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the Secretary's absence, any Assistant Secretary) of the Authority is authorized to affix the Seal of the Authority and attest to the execution of the Funding Loan Agreement, the Governmental Note, the Project Loan Agreement and the Mortgage Assignment in the form presented at this meeting, together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and general counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the Authority. SECTION 6. APPOINTMENT OF FISCAL AGENT. U.S. Bank Trust Company, National Association having its designated office in Fort Lauderdale, Florida, is hereby appointed Fiscal Agent under the Funding Loan Agreement, the Project Loan Agreement, the Project Note, the Mortgage, the Land Use Restriction Agreement, the Financing Agreement and the Indemnity Agreement. SECTION 7. APPROVAL AND EXECUTION OF THE REGULATORY AGREEMENT. The form of the Regulatory Agreement in substantially the form presented at this meeting (and attached hereto as Exhibit E) is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the Chairman's absence, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the Secretary's absence, any Assistant Secretary) of the Authority is hereby authorized to affix the Seal of the Authority and attest to the execution of the Regulatory Agreement in the form presented at this meeting, together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and general counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof of the Authority. SECTION 8. APPROVAL AND EXECUTION OF INDEMNITY AGREEMENT. The Indemnity Agreement in substantially the form presented at this meeting (and attached hereto as Exhibit F) is hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate. The Chairman (or, in the Chairman's absence, the Vice Chairman or any other member of the Authority in the absence of the Vice Chairman) is hereby authorized to execute and deliver on behalf of the Authority, and the Secretary (or, in the Secretary's absence, any Assistant Secretary) of the Authority is hereby authorized to affix the Seal of the Authority and attest to the execution of the Indemnity Agreement in the form presented at this meeting together with such changes, modifications and deletions as the officer of the Authority executing the same may deem necessary and appropriate with the advice of Bond Counsel and general counsel to the Authority, such execution and delivery to be conclusive evidence of the approval and authorization thereof of the Authority. 0 SECTION 9. APPROVAL OF GUARANTY AGREEMENTS. The Guaranty Agreements in substantially the form presented at this meeting (and attached hereto as Exhibits G and H) are hereby approved and adopted by the Authority, together with such changes, modifications and deletions as may be deemed necessary and appropriate by Bond Counsel and general counsel to the Authority. SECTION 10. NEGOTIATED PRIVATE SALE OF THE GOVERNMENTAL NOTE. Based on the findings contained in the recitals to this Resolution, the Authority finds that it is necessary and in the best interest of the Authority that the Governmental Note is sold on a negotiated basis directly to the Funding Lender so long as (a) the interest rate on the Governmental Note does not exceed the maximum rate permitted by Section 215.84 Florida Statutes, (b) the principal amount is not in excess of $16,725,000 (c) the maturity date of the Governmental Note is not later than twenty (20) years from the date of issuance thereof, and (d) the Authority receives from the Funding Lender a truth -in -bonding statement required by Section 218.385, Florida Statutes. SECTION 11. ACCEPTANCE OF CREDIT UNDERWRITING REPORT. The Credit Underwriting Report with respect to the Project delivered to the Authority by AmeriNat® is hereby accepted, subject to the understanding that the Closing Conditions, if any, specified in the Credit Underwriting Report are satisfied prior to closing or will have been waived by the Initial Funding Lender. SECTION 12. APPOINTMENT OF COMPLIANCE MONITOR. AmeriNat® is hereby appointed to serve as Compliance Monitor on behalf of the Authority with respect to the Project. SECTION 13. SEVERABILITY. In case any one or more of the provisions of this Resolution, or of the documents entered into in connection with the issuance of the Governmental Note or any other agreements to which the Authority is a party and which have been approved by the Authority shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any of the other provisions thereof and said Governmental Note shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. SECTION 14. FURTHER ACTIONS. The Chairman, the Vice Chairman, the Secretary and any Assistant Secretary of the Authority and the other members of the Authority, the Executive Director of the Authority, and the Authority's general counsel or Bond Counsel are hereby authorized and directed to do all acts and things required of them by the provisions of the Governmental Note and the other documents herein approved and also to do all acts and things required of them by the provisions of this Resolution, including, but not limited to, the execution of such other documents that may be required for the better securing of the Governmental Note, making the Governmental Note a Tax -Exempt Obligation or as a condition precedent for the issuance thereof. 7 SECTION 15. HEADINGS NOT PART OF THIS RESOLUTION. Any headings preceding the texts of the several sections of this Resolution shall be solely for convenience of reference and shall not form a part of this Resolution, nor shall they affect its meaning, construction or effect. [Remainder of page intentionally left blank] SECTION 16. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. ADOPTED this 151" day of January, 2026. HOUSING FINANCE AUTHORITY OF ST. LUCIE COUNTY, FLORIDA (SEAL) ATTEST: By: Name: Erin O'Brien Title: Chair By: UI Name: ("loci" Fni1 Title: Secretary/Assistant Secretary E EXHIBIT LIST EXHIBIT A - FUNDING LOAN AGREEMENT EXHIBIT B -1- PROJECT LOAN AGREEMENT EXHIBIT B-2-PROJECT NOTE EXHIBIT C -MORTGAGE EXHIBIT D -MORTGAGE ASSIGNMENT EXHIBIT E - LAND USE RESTRICTION AGREEMENT EXHIBIT F - FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT EXHIBIT G - GUARANTY OF COMPLETION EXHIBIT H - GUARANTY OF OPERATING DEFICITS 10