MOTION TO ADOPT Resolution No. 2019-295 of the Board of County Commissioners of Broward County, Florida authorizing the issuance by the Housing Finance Authority of Broward County, Florida (the “HFA”) of its not to exceed $15,000,000 Multifamily Mortgage Revenue Note, 2019 Series A-1 (Regency Gardens Apartments) (the “2019 Series A-1 Note”) and its subordinate Multifamily Mortgage Revenue Note, 2019 Series A-2 (Regency Gardens Apartments) (the “2019 Series A-2 Note and, together with the 2019 Series A-1 Note, the “Notes”) for the purpose of financing the acquisition, rehabilitation, and equipping of Regency Gardens Apartments located in Broward County, Florida (the “Project”); establishing parameters for the award of the sale thereof and establishing criteria for determining the terms thereof, including interest rates, interest payment dates, maturity schedule, and other terms of such Notes; approving the forms of and authorizing the execution and delivery of the following documents in connection with (i) the 2019 Series A-1 Note: (a) a Funding Loan Agreement by and among the HFA, Citibank, N.A., as initial Funding Lender (the “Funding Lender”), and the Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”); (b) a Project Loan Agreement by and among the HFA, the Fiscal Agent, and Pompano Beach Leased Housing Associates II, LLP (the “Borrower”); (c) a Land Use Restriction Agreement by and among the HFA, the Fiscal Agent, and the Borrower (the “Land Use Restriction Agreement”); (d) an assignment of security instrument by the HFA to the Fiscal Agent; (e) an assignment of the Project note by the HFA to the Fiscal Agent; (f) a Placement Agent Agreement by and between the HFA and Raymond James & Associates, Inc. and RBC Capital Markets, LLC, as Placement Agents (the “Placement Agent Agreement”); and (g) a Fiscal Agent Fee Agreement by and between the HFA and the Fiscal Agent (the “Fiscal Agent Fee Agreement”), and (ii) the 2019 Series A-2 Note: (a) a Subordinate Loan Agreement by and between the HFA and the Borrower; (b) the Land Use Restriction Agreement; (c) an assignment of subordinate mortgage and loan documents by the HFA to Regency Gardens Apartments, LTD.; (d) the Placement Agent Agreement; and (e) the Fiscal Agent Fee Agreement; approving and authorizing the execution and delivery by the HFA of certain additional agreements necessary or desirable in connection with the issuance of the notes; authorizing the HFA to consent to the borrower placing subordinate financing on the Project and approving the execution of such agreements as may be necessary in connection with such consent; waiving the fee for services related to the HFA’s annual audit of the Project; approving and ratifying the HFA’s publication of a notice of public hearing and the subsequent holding of such public hearing each under section 147(f) of the internal revenue code of 1986, as amended, in connection with the issuance of the Notes by the HFA; authorizing the proper Officers of the HFA to do all things necessary or advisable in connection with the issuance of the Notes; and providing for an effective date for this Resolution. (Commission District 2)
ACTION: (T-11:16 AM) Approved as amended with Yellow-Sheeted Additional Material, dated June 4, 2019, submitted at the request of Environmental Protection and Growth Management Department.
VOTE: 8-0. Commissioner Sharief was not present.
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THE ENVIRONMENTAL PROTECTION AND GROWTH MANAGEMENT DEPARTMENT AND THE HOUSING FINANCE AND COMMUNITY REDEVELOPMENT DIVISION RECOMMEND APPROVAL OF THE ABOVE MOTION.
This item supports the Board’s vision of offering sustainable, compatible, innovative housing options for all income-levels, including integrated supportive housing and rapid-rehousing: Goal 1: Facilitate a regional approach to growth and redevelopment through coordination and collaboration at the federal, state, county, and local levels; Goal 2: Strengthen stakeholder partnerships to increase the availability of affordable housing of all types (e.g. rental, purchase, supportive, etc.), county wide, in every community; and Goal 3: Develop, through effective community collaboration, neighborhoods and communities incorporating intermodal connectivity, while integrating energy efficiency ,community resilience, and other livability standards and initiatives.
On August 24, 2018, the HFA received a multifamily bond application from Pompano Beach Leased Housing Associates II, LLP, a Minnesota limited liability limited partnership (the “Borrower”), pertaining to the acquisition, rehabilitation, and equipping of a 94-unit multifamily residential rental housing development for persons of low to moderate income, known as “Regency Gardens Apartments”, and located at 1525 Northwest 17th Avenue in the City of Pompano Beach (the “Project”).
The Borrower has requested the HFA to issue its Multifamily Mortgage Revenue Note, 2019 Series A-1 (Regency Gardens Apartments) and its Subordinate Multifamily Mortgage Revenue Note, 2019 Series A-2 (Regency Gardens Apartments) in the aggregate amount not to exceed $15,000,000, to provide funds with which Citibank, N.A., a national banking association, as initial funding lender will make a loan to the HFA (the “Funding Loan”), and which proceeds will be used by the HFA to make a loan to the Borrower (the “Project Loan”) to finance the acquisition, rehabilitation, and equipping of the Project.
At its September 19, 2018 meeting, the HFA adopted Resolution No. 2018-020 (Exhibit 2), pursuant to which the HFA, among other things, (i) declared its official intent to issue the Notes in the amount not to exceed $15,000,000, and (ii) authorized (a) the holding of a public hearing under the Tax Equity and Fiscal Responsibility Act (the “TEFRA Hearing”), and (b) the publication of a notice of the TEFRA Hearing (the “TEFRA Notice”). The HFA (i) caused the TEFRA Notice to be published in the Sun Sentinel on March 25, 2019, and (ii) held the TEFRA Hearing on April 10, 2019, each as required by Section 147(f) of the Code. The Mayor and City Manager of Pompano Beach were provided notice concerning the proposed issuance of the Notes.
At its May 8, 2019 meeting, the HFA adopted Resolution No. 2019-005 (Exhibit 3), which, among other things, authorized (i) the issuance of the Notes in the amount not to exceed $15,000,000 to finance the Project, which financing shall be tax-exempt, and (ii) the form, execution and delivery of various documents related to the Notes, all of which is subject to the approval of the Board. The HFA intends to issue the Notes for the purpose of providing funds to the Funding Lender to make the Funding Loan to the HFA. The HFA will use the proceeds of the Funding Loan to make the Project Loan to the Borrower in order to finance the acquisition, rehabilitation and equipping of the Project. The proposed transaction is anticipated to close on or about June 13, 2019. Resolution No. 2019-005 was prepared by Bond Counsel and approved as to form by the Office of the County Attorney.
Adoption of this Resolution (i) authorizes the HFA to issue the Notes to finance the acquisition, rehabilitation, and equipping of the Project, (ii) ratifies (a) the publishing of the TEFRA Notice, and (b) the holding of, and minutes resulting from, the TEFRA Hearing (Exhibit 4), and (iii) approves the form, execution, and delivery of various documents in connection with the delivery of the Notes.
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