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Resolution 1997-466· RESOLUTION 97-466 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COtE4TY, FLORIDA, APPROVING THE ISSU,~.NCE CF NOT EXCEEDING $4,900,000 HOUSING FINANCE AUTHORII-f OF COLLIER COUNTY MULTI-FA24ILY HOUSING REVENq3E BONDS, SERIES 1997 (SADDLEBROOK VILLAGE APARTMENTS PROJECT, TO BE RENA~<ED AS PELiO%N POINTE) PURSUANT TO C~3%PTER 159, PART IV, FLORIDA STATb"FES, AS A3~ENDED. BE IT RESOLVED BY THE BOARD OF COUNT'Y COMMISSIONERS OF COLLIER COUNTY, FLORIDA: Section 1. Recitals. deterlnined and declared that: it is hereby found, ascertained, A. The Housing Finance Authority of Collier County (the "Issuer") is a public corporation of the State of Florida, was duly created by Ordinance No. 80-66 of the Board of County Commissioners of Collier County, Florida, and is a body corporate and politic duly created and existing as a local governmental body and a public instrumentality for the purpose of assisting qualifying housing projects situated in <'oilier County, Florida (tile "County"), under and by virtue of Chapter 159, Part IV, Florida Statutes, (the "Act"), to provide for the issuance of and to issue and sell its obligations for lawful purposes under the Act. B. The Issuer has submitted to the Board of County Commissioners a copy of its Resolution (the "Resolution"), attached hereto as Exhibit A, with respect to the issuance by it of not to exceed $4,900,000 Housing Finance Authority of Collier County Mu!ti.-Family Revenue Bonds, Series 1997 (Saddlebrook Village Apartments Project, to be renamed as Pelican Pointe) (the "Bonds"). C. Public hearings were held on the Resolution on February 28, 1997 and March 24, 1997, which public hearings were duly conducted by the Issuer upon reasonable public notice, copies of said notices being attached hereto as Exhibit B, and at such hearing interested individuals were afforded the opportunity to express their views, both orally and in writing, on all matters pertaining to the location and nature of the proposed project and to the iss~ance of the Bonds. No person spoke or wrote in opposition to the project on the issuance of the Bonds. D. The Issuer has recommended and requested that the Board of County Commissioners approve the issuance of the Bonds so that the interest on the Bonds will be exempt from federal income taxation under applicable provisions of Section 147(a) of the Internal Revenue Code of 1986, as amended. E. The Resolution shows that the Issuer has acted in accordance with all applicable requirements of law, and that the issuance of the Bonds will serve significant public purposes as provided in the Act. F. The purpose of the Act will be effectively served, and it is necessary and desirable and in the best interest of the County that the issuance of the Bonds be approved by the Board of County Commissioners. G. The Bonds shall not constitute a debt, or a pledge of faith and credit of the Issuer, the County, the State of Florida or any political subdivision thereof, and neither the Issuer, the County, the State of Florida nor any political subdivision thereof shall be liable thereon; nor in any event shall the Bonds be payable out of any funds or properties other than those of the Issuer, and then only to the extent provided in the Indenture. No member of the Board of County Commissioners or any officer thereof shall be liable personally on the Bonds by reason of its issuance. S~ction 2. Approval of Issuance of the Bonds. The issuance of the Bonds as contemplated by the Resolution is hereby approved, however this approval shall in no way be deemed to abrogate any regulations of the County and the project contemplated by this resolution shall be subject to all such regulations, including, but not limited to, the County's Growth Management Plan and all concurrency requirements contained therein and the Collier County Land Development Code. Section 3. Repealing Clause. Ail resolutions or orders and parts thereof in conflict herewith, to the extent of such conflict, are hereby superseded and repealed. Section 4. Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED ADOPTED THIS /~. 1997. day of ~ (SEAL) ATTEST: ' Dwight E. BroCk, Clerk Deputy Clerk COLLIER COUNTY, FLORIDA Ti~othy/L ~ ~ancock, ' Chairman Board~of County Commissioners of Collier County, Florida Approved as to form and legal sufficiency: County Attorney 97 -01 RESOLUTION REGARDING THE OFFICIAL ACTION OF THE HOUSING FINANCE AUTHORII-f OF COLLIER COUNTY, FLORIDA, RELATIVE TO THE ISSUA~NCE OF NOT TO EXCEED $4,925,000 FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING AND EQUIPPING MULTIFAMILY RESIDENTIAL HOUSING FACILITIE.~ FOR PERSONS OR FAaMILIES OF LOW, MIDDLE OR MODERATE INCOME; AND FURTHER AUTHORIZING THE EXECUTION A~WD DELIVERY OF AN AGREEMENT BY AND BE.~WEEN THE AUTHORITY ArED COLONIAL EQUITIES, INC.; AND PROVIDING Ar; EFFECTIVE DATE. WHEREAS, Colonial Equities, inc. (the "Company,') has applied to the Housing Finance Authority of Collier County, Florida (the "Authority-), to (i) issue its multifamily housing revenue bonds in a principal amount not to exceed $4,925,000 (the "Bonds") for the purpose of financing the acquisition, construction, equipping and development of multifamily residential housing facilities for persons or families of low, middle or moderate income to be located in Collier County (the "Project"), and (ii) to loan the proceeds of the Bonds to the Company pursuant to Chapter 159, Part IV, Florida Statutes, or such other provision or provisions of Florida law as the Authority may determine advisable (the "Act"); and WHEREAS, a determination by the Authority to issue the Bonds under the Act, if so requested by the Company, in one or more issues or series not exceeding an aggregate principal amount of $4,925,000 and to loan the proceeds thereof available to finance the Project under a loan agreement or other financing agreement which will provide that payments thereunder be at least sufficient to pay the principal of and interest and redemption premium, if any, on such Bonds and such other costs in connection therewith as may be incurred by the Authority, will assist the Company and promote the purposes provided in the Act; and ~EREAS, the Company has submitted the Preliminary Agreement relating to the issuance of the Bonds, attached hereto; and WHEREAS, the Authority held a public hearing on the proposed issuance of the Bonds for the purposes herein stated on the date hereof, which public hearing was conducted in a manner that provided a reasonable opportunity for persons with differing views to be heard, both orally and in writing, on both the issuance of such Bcnds and the location and nature of the portion of the Project to be financed with the proceeds therefrom. WR~"REAS, it is intended that this Resolution shall constitute official action toward the issuance of the Bonds within the meaning of the applicable United States Treasury Regulations. IT IS, TT~_~REFORE, DETERMINED AND RESOLVED BY T~E HOUSING FINANCE AUTHORITY OF COLLIER COUNTY, FLORIDA, TI~AT: 1. Approval of the Project. The acquisition, construction, equipping and development of the Project and the financing thereof by the Authority through the issuance of the Bonds, pursuant to the Act, will promote the health and welfare of the citizens of Collier County and will thereby serve the public purposes of the Act. 2. Execution and Delivery of Preliminary Agreement. The Chairman or Vice-Chairman of the Authority hereby are authorized and directed to execute, for and on behalf of the Authority, the Preliminary Agreement attached hereto as Exhibit "A" between the Authority and the Company providing understandings relative to the proposed issuance of the Bonds by the Authority to finance the Project in an aggregate principal amount not to exceed the lesser of (a) $4,925,000, or (b) the cost of the Project, as determined by the Authority. 3. Authorization of the Bonda. There is hereby authorized to be issued and the Authority hereby determines to issue the Bonds, if so requested by the Company and subject to the conditions set forth in the Preliminary Agreement attached hereto, in one or more issues or series in an aggregate principal amount not to exceed $4°925,000 for the purpose of financing the Project described in such Preliminary Agreement. The Bonds shall be designated "Housing Finance Authority of Collier County Multifamily Housing Revenue Bonds (Saddlebrook Village Apartments Project). The rate of interest payable on the Bonds shall not exceed the rate permitted by law. 4. R~commendation for Approval to Board of County Com~issioners. The Authority hereby recommends the issuance of the -2- Bonds and the financing of the Project for approval to the Board of County Commissioners of Collier County (the "Board"). The Authority hereby directs the Chairman, Vice-Chairman or Issuer's Counsel, either alone or jointly, at the expense of the Company, to seek approval for the issuance of the Bonds and the financing of the Project by the Board as the applicable elected representatives of Collier County under and pursuant to the Act and Section 147(f) of the Internal Revenue Code of 1976, as amended. 5. General Authorization. The Chairman, the Vice-Chairman, the Secretary and counsel for the Authority hereby are further authorized to proceed, upon execution of the Prelimina~f Agreement, with the undertakings provided for therein on the part of the Authority and are further authorized to take such steps and actions as may be required and necessary in order to cause the Authority to issue the Bonds subject to the terms and conditions set forth in the Preliminary Agreement authorized hereby. 6. Affirmative Action. This resolution is an affirmative action of the Authority toward the issuance of the Bonds, as contemplated in said Preliminary Agreement, in accordance with the purposes of the laws of the State of Florida and the applicable United States Treasury Regulations. 7. Approval of Notice of Public Hearing. The form of notice of public hearing attached he:eto as Ey~ibit "B" is hereby approved and the publishing thereof ratified by the Authority. 8. Appointment of Counsel. The Authority appoints Nabors, Giblin and Nickerson, P.A., Tampa, Florida to act as bond counsel to the Authority in connection with the issuance by the Authority of the Bonds. The firm of Donald A. Pickworth, P.A., Naples, Florida is the duly appointed Issuer's Counsel. 9. Limited Obligations. The Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit o~ taxing power of Collier County, the State o~ Florida or any political subdivision or agency thereof but shall be payable solely from tke revenue pledged therefor pursuant to a loan agreement ,dr other financing agreement entered into by and between the Authority and the Company prior to or ccnCemporaneously with the issuance of the Bonds. -3- 10. Limited Approval. The approval given herein shall not be construed as an approval of any necessary zoning applications nor for any other regulatory permits relating to the Project and the Authority shall not be construed by reason of its adoption of this resolution to have waived any right of the County or estopping the County from asserting any rights or responsibilities it may have in that regard. This Resolution shall take effect immediately. ADOPTED this ~ ~- day of ~ _, 1997. (SEAL) ATTEST: HOUSING FINANCE AUTHORITY OF COLLIER COUNTY, FLORIDA --'-/ Cha i rman -4- EXHIBIT A PRELI){INARY AGREEMENT FOR ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS This Agreement between the Housing Finance AuthoriTy of Collier County, Florida (the "County,), a body corporate and politic of the State of Florida and Colonial Equities Inc., "Company"). , (the WI TNES SETH 1. Preliminary Statement. Among the matters of mutual understanding which have resulted in the execution of this Prelimina~/ Agreement are the following: (a) The Florida Housing Finance AuthoriTy Law (Chapter 159, Part IV, Florida Statutes), as amended (the "Act") provides that the Authority may issue its revenue bonds and loan the proceeds thereof to one or more persons, firms, or private corporations, or use such proceeds, to defray the cost of acquiring, by purchase or construction, cer=ain qualifying facilities. (b) The Company is considering constructing and equipping a multifamily residential housing facility for persons or families of low, middle or moderate income (the "Project.) to be located within the boundaries of Collier County. It is estimated tha~ the cost of the acquisition, construction, installation and development of the Project will be approximately $4,925,000. (c) The Authority intends this Preliminary Agreement to constitute its official binding commitment, subject to the terms hereof, to issue its bonds, (the "Bonds.) in one or more series or issues pursuant to the Act in an amount to be agreed upon by the Authority and the Company and to loan the proceeds thereof to the Company, or to use such proceeds, to finance the cost of acquiring and constructing the Project, including all costs incurred in connection with the issuance of the Bonds by the AuThority, u~ to an amount not to exceed $4,925,000. {d) The AuuhoriTy considers the issuance and sale of the Bonds, for the purpose hereinabcve set forth, consistent with the objectives of the Act. This commitment is an affir,.-uative official action of the Authcrity toward the issuance of the Bonds as herein contemplated in accordance with the purposes of both the Act and the applicable United States Treasury Regulations. 2. Undertakings on the Part of the Authority: the terms hereof, the Authority agrees as follows: Subject to (a) The Authority will authorize the issuance of the Bonds in the aggregate principal amount necessary and sufficient to finance the cost of ac~uiring, constructing, installing and developing the Project as the Authority and the Company shall agree in writing, but in all events, the principal amount of such Bonds shall not exceed the lesser of (i) the cost of the Project, as determined by the Authority or (ii) $4,925,000. (b) The Auuhority will cooperate with the Company and with the underwriters or purchasers of the Bonds and the Authority's Counsel with respect to the issuance and sale of the Bonds and will take such further action and authorize the execution of such documents as shall be mutually satisfactory to the Authority and the Company for the authorization, issuance and sale of such Bonds and the use of the proceeds thereof to finance the cost of constructing and acquiring the Project. (c) Such actions and documents may permit the issuance from time to time in the future of additional bonds on terms which shall be set forth therein, whether peri passu with other series of bonds or otherwise, for the purpose of defraying the cost of completion, enlargements, improvements and expansion of the Project, or any segment thereof, or refunding of the Bonds. (d) The loan or financing agreement (the "Loan Agreement") between the Authority and the Company shall, under te[~s agreed upon by the parties, provide for payments to be made by the Company in such sums as shall be necessary to pay the amounts required under the Act, including the principal of and interest and redemption premium, if any, on ~he Bonds, as and when the same shall become due and payable. (e) In authorizing the issuance of the Bonds pursuant to the Loan Agreement, the Authority will make no warranty, either expressed cr implied, that the proceeds of the Bonds will be sufficient ~o pay all costs of acquiring, constructing, installing and developing the Project or that those facilities encompassed by the Projec~ will be suitable for the Company's purposes or needs. (f) The Bonds shall specifically provide that they are -2- payable solely from the revenues derived from the Loan Agreement between the Authority and the Company or other agreements approved by the Authority, except to the extent payable out of amounts attributable to Bond proceeds. The Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit of Collier County or of the State of Florida, and such fact shall be plainly stated on the face of the Bonds. (g) After receipt by the Authority of this Preliminary Agreement, properly executed by the Company, (but before the expiration da~e) the Authority shall file with the State of Florida Division of Bond Finance (the 'Division") a Request for Allocation upon receipt frc~ the Company of a written request that the Authori%y apply for such allocation, and specifying the amount to be requested. The Company acknowledges that the State of Florida has adopted rules and regulations regarding the use of allocations and requirements that an Issuer issue bonds in substantially the eh=ire amount of the allocation. The Company further acknowledges that ~he failure to actually issue bonds within a specified percentage of the allocation can result in the loss of the allocation. Accordingly, the Company shall be fully responsible for de~erm, ining the size of the allocation to be requested, subject to the proviso that the request shall not be for a principal amount of Bonds which exceed the amounts set forth in paragraph 2(a), and taking into acccun~ carry forward allocations, if any. (h) In the event th8% as of January 1, 1998 there are two or more pending requests %nat the Authority submit requests for al!ocaticn from the Divmsion, the Authority retains the right, in its sole and absolute discretion to determine the order and date upon which requegts for allocation for each of such projects shall be made. 3. Undertakings on the Part of tha Company. terms hereof, the Company agrees as follows: Subject ~o the (a) The Company will use reasonable efforts to insure that =he Bonds in the aggregate principal amount as stated above are sold; provided, however, that the terms of such Bonds and of the sale and delivery thereof shall be mutually satisfactory to the Authority and the Company. (b) Prior to the issuance of the Bonds, in one or more series or issues from time to time as the Authority and the Company shall agree in writing, ~ke Ccmpany will enter into a Loan Agreement with the Authority, the terms of which shall be mutually agreeable to =he Authority and Company, providing for the loan or use of the proceeds of the Bonds to finance the Project. Such agreement will provide that the Company will be obligated to pay the Authority (or to trustees for holders of the Bonds on behalf of the Authority, as the case may be) sums sufficient in the aggregate to enable the Authority to pay the principal of and interest and redemption premium· if any, on the Bonds, as and when the same shall become due and payable, and all other expenses related to the issuance and delivery of the Bonds. The Company will agree in such documents that if the cost of acquisition and construction of the Project exceeds the amounts allocated therefor, it shall not be entitled to any reimbursement for any such excess either from the Authority, the bondholders or :he t,'-ustee for the bondholders. (c) The Company shall be responsible for the Authori~y's issuance fee in effect at the time the Bonds are issued and the fees of Counsel to the Issuer, and Bond Counsel. The Company shall pay, upon request, a reasonable retainer to compensate Issuer's Counsel and Bond Counsel, for se~ices which must be performed regardless of whether the Bonds are issued. ~;either of said Counsel shall have any obligation to perform services in connection with the financing cf the Project until such retainers are paid. (d) The Company shall in addition to paying the amount set forth in the Loan Agreement, pay all costs of operation, maintenance, taxes, governmental and other charges which may be assessed or levied agains% or with respect to the Project. (e) The Company will hold the Authority free and harmless from any loss or damage and from any taxes or Other charges levied or assessed by reason of any mortgaging or other disposition of the Project. (f) The Company will take such further action as may be required =~ implement its aforesaid undertakings and as it may deem appropriate in pursuance thereof. ~9] All issuance and counsel fees shall be paid in full at the tlme of ~he sale and delivery of the Bonds, subject to the following: (i) Company has paid an application fee to the Authority in the amount of $2,000; (ii) Company has paid issuer's Counsel $2 500 ~o cover initial services of issuer's Counsel through the seeking cf local government approval. These fees, and any retainers sa,.d as herein provided· shall be credited against ~he Issuance fee and fee of Issuer's and Bond Counsel to be paid at closing. %. General Provisions. Ail commitments of the Authority under Section 2 hereof and of the Company under Section 3 hereof are subject to the conditions that the following events shall have occurred not later than December 31, 1997, or such other date as shall be mutually satisfactory to the Authority and Company: (a) The Authority shall be lawfully entitled to issue the Bonds as herein contemplated. (b) The Authority and Company shall have agreed on mutually acceptable terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and conditions of any trust instrument in respect thereto and Loan Agreement or other agreements incidental to the financing or referred to in Sections 2 and 3 hereof. (c) Rulings satisfactory to the Company and to the Authority as to such matters with respect to the Bonds, the Project, the Loan Agreement and any trust instrument, if specified by the Authority and Ccmpany, shall have been obtained from the Internal Revenue Se~;ice and/or the United States Treasury Department and shall be in full force and effect at the time of issuance of the Bonds. (d) Such other rulings, approvals, consents, certificates of compliance, opinions of counsel and other instruments and proceedings satisfactory to the Company and to the Authority as to such matters with respect to the Bonds, the Project, the Loan Agreement and any trust instrument, as shall be specified by the Company or the Authority, shall have been obtained from such governmental, as well as non-governmental, agencies and entities as may have or assert competent Jurisdiction over or interest in matters pertinent thereto and shall be in full force and effect at the time of issuance of the Bonds. (e) The Company and the Authority each reserve the absolute right to unilaterally cancel chis Preliminary Agreement at any time prior to the time the Bond~ are issued by the Authority ~lpon written notice of cancellation. (f) if the events set forth in chis Section 4 do not take place within the time set forth or any extension thereof, or if the Company cr the Authority exercises its rights of cancellation as -5- set forth in this Section 4, the Company agrees that it will reimburse the Authority fcr all the reasonable and necessa~/ direct or indirect expenses which ~he Authority may incur at the Company's request arising from the execution of this Prelimina~/ Agreement, and the performance by the Authority of its obligations hereunder, including legal fees for counsel to the Authority and Bond Counsel. (~)= The Company acknowledges that the Authority may, during the time this Prelimina~f Agreement is in effect, issue similar "inducement" agreements to other companies for other multifamily projects, and/or may issue bonds or participate jointly with other authorities to issue bonds for single family housing. This Prelimina~f Agreemen~ will create no priority or rights vis a vis subsequent agreements for the issuance of multifamily or single family bonds. 5. Binding Effect. All covenants and agreements herein contained by or on behalf of the Authority and the Company shall bind and inure to the benefit of the respective successors and assigns of the Authority and the Company whether so expressed or not. IN WITNESS WHEREOF, the parties hereto have entered into this Agr_e%ment by their officers thereunder duly authorized as of the day of ~]~dg/~{, 1997. Chairman Colonial Equities, Inc. By: (title] -6-