broward county hfa agenda packet: november 2016 · 2016-11-07 · ralph stone introduced cameron...

110 Northeast 3rd Street, Suite 300 Fort Lauderdale, Florida 33301

Tel: 954.357.4900 Fax: 954.357.8221

www.broward.org/HFA

Chair, Milette Thurston • Vice Chair, Ruth T. Cyrus • Secretary, Jacqueline Paige Browne • Assistant Secretary, Colleen LaPlant Members: Kirk L. Frohme • Donna Jarrett-Mays • Jose “Pepe” Lopez • John G. Primeau • Daniel D. Reynolds

REGULAR MEETING

A regular meeting of the Housing Finance Authority of Broward County (the “HFA”), Florida, will be held on Wednesday November 9, 2016, at 5:30 p.m., in the 2nd Floor Conference Room, located at 110 N.E. 3rd Street, Fort Lauderdale, Florida.

CALLING OF THE ROLL CONSENT AGENDA (#1 - 3) 1. Approval of September 14, 2016, Regular Meeting Minutes 2. Executive Director’s Report 3. Pembroke Villas Apartments MOTION TO APPROVE Resolution of the Housing Finance Authority of Broward County, Florida, approving and authorizing a First Amendment to Land Use Restriction Agreement, a Satisfaction of Mortgage and an Escrow Trust Deposit and Defeasement Agreement in connection with its outstanding $11,000,000 Multifamily Housing Revenue Bonds (Pembroke Villas Project), Series 2001A and its $625,000 Taxable Multifamily Housing Revenue Bonds (Pembroke Villas Project), Series 2001B (the “Bonds”); approving and authorizing the waiver by the Housing Finance Authority of the 45-day time period prior to which it is entitled to receive a certificate of prepayment of the loan (as herein defined) from the borrower (as herein defined); approving and authorizing the waiver by the Housing Finance Authority and/or the Trustee (as herein defined), as applicable, of the cash flow certificate required to accompany borrower’s direction to the Trustee (as herein defined) to optionally redeem the outstanding bonds in full; approving and authorizing the execution and delivery of certain other documents in connection therewith; and providing an effective date. MOTION TO APPROVE the Consent Agenda for November 9, 2016. REGULAR AGENDA 4. Mount Olive Development Corporation (MODCO)

MOTION TO DISCUSS Mount Olive Development Corporation's (MODCO) request to pay the September 30, 2016, quarterly HFA loan payment by December 31, 2016 and to waive the 12% late charge; to suspend quarterly loan payments for the next four quarters (December 2016, March 2017, June 2017, and September 2017), and resume quarterly payments as of December 2017; and to authorize HFA staff to take all necessary or advisable actions, including preparation, execution, and delivery of appropriate legal documents, to effectuate MODCO's request.

http://www.broward.org/housing

Chair Milette Thurston • Vice Chair Ruth T. Cyrus • Secretary Jacqueline Paige Browne • Assistant Secretary Colleen LaPlant Members: Kirk L. Frohme • Donna Jarrett- Mays • Jose “Pepe” Lopez • John G. Primeau • Daniel D. Reynolds

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5. Praxis at Deerfield Apartments

MOTION TO APPROVE Resolution of the Housing Finance Authority of Broward County, Florida (the “Housing Finance Authority”) declaring its official intent to issue Multifamily Housing Revenue Bonds (the “Bonds”) of the Housing Finance Authority to finance all or a portion of the cost of the acquisition, rehabilitation and equipping of certain multifamily housing facilities (Praxis at Deerfield Apartments) located within Broward County, Florida, and other related purposes; approving the issuance of the Bonds, subject to certain further findings and conditions; and providing an effective date.

6. Election of New Officers for Year 2017 MOTION TO APPROVE the Housing Finance Authority Officers for Calendar Year 2017. 7. Meeting and Conference dates for Year 2017 MOTION TO APPROVE Housing Finance Authority Board meeting dates and Conference dates set for Calendar Year 2017.

UPDATE ITEM 8. 2016 Multifamily Housing Bond Transactions Report 9. MATTERS OF HFA MEMBERS 10. MATTERS FROM THE FLOOR 11. NEXT BOARD MEETING December 14, 2016 12. ADJOURNMENT

Subject to Change

Chair Milette Thurston • Vice Chair Ruth T. Cyrus • Secretary Jacqueline Paige Browne • Assistant Secretary Colleen LaPlant Members: Kirk L. Frohme • Donna Jarrett- Mays • Jose “Pepe” Lopez • John G. Primeau • Daniel D. Reynolds

MINUTES

BOARD MEETING

Wednesday, October 12, 2016

The regular monthly Board Meeting of the Housing Finance Authority (“HFA”) of Broward County was held on Wednesday, October 12th, 2016 in the 2nd Floor Conference Room at 110 Northeast 3rd Street, Fort Lauderdale, Florida. The Chair, Milette Thurston, called the meeting to order at 5:30 p.m. Board Members Present Board Members Absent Milette Thurston, Chair n/a – all Board Members present Ruth T. Cyrus, Vice Chair Jacqueline Paige Browne, Secretary Colleen LaPlant, Assistant Secretary Kirk L. Frohme, Member Donna Jarrett-Mays, Member Jose “Pepe” Lopez, Member John G. Primeau, Member Daniel D. Reynolds, Member Staff Also Present Henry Sniezek, Director, EPGM Linda Dufresne, CPA, Accounting Services Ralph Stone, Executive Director Cameron G. Hill, Analyst, Housing Sector Norman Howard, Manager Tim Wranovix, VP, National Housing Group Tina Kosakowski, Secretary Deborah Zomermaand, Financial Advisor CALLING OF THE ROLL A Roll Call was taken by Ms. Tina Kosakowski. PRESENTATION Broward Countywide Surtax Education and Outreach The Director of Broward County’s Environmental Protection and Growth Management Department, Henry Sniezek, shared “A Penny at Work” presentation with the Board. Mr. Sniezek stated he was there to educate all on the surtax for Broward County’s Transportation Projects on the ballot in the upcoming election.

110 Northeast 3rd Street, Suite 300 Fort Lauderdale, FL 33301

Phone: 954.357.4900 Fax: 954.357.8221

www.broward.org/HFA

HFA Board Meeting

Minutes – October 12, 2016

Page 2 of 4

Mr. Sniezek explained that there is two (2) proposals: a half penny for transportation and a half penny for infrastructure and the way that it is set up on the ballot is that they both have to pass or they will both fail. For further information, please refer to the website: www.APennyAtWork.com. INTRODUCTION Ralph Stone introduced Cameron Hill. Mr. Hill is the Analyst for the Housing Sector of Municipal Finance for RBC Capital Markets. CONSENT AGENDA (#1 - 3) 1. Approval of September 14, 2016, Regular Meeting Minutes 2. Executive Director’s Report 3. J&J Dental (Family & Cosmetic Dentistry) – Revocable Parking License Agreement MOTION TO APPROVE Resolution of the Housing Finance Authority of Broward County, Florida (“Housing Finance Authority”), approving the form and authorizing the execution and delivery of the Revocable Parking License Agreement (“Parking License Agreement”) between the Housing Finance Authority and J and J Dental, Inc.; authorizing certain Officials of the Housing Finance Authority to take all actions necessary in connection with the execution, delivery, and administration of the Parking License Agreement; and providing an effective date.

MADE by: KIRK L. FROHME SECONDED by: JOSE “PEPE” LOPEZ PASSED: All ayes

MOTION TO APPROVE the Consent Agenda for October 12, 2016.


REGULAR AGENDA 4. Financial Reports Monthly Overview – Ms. Linda Dufresne

Ms. Dufresne started with a quote from Florida Statute §189.069(16), “Special Districts; Required Reporting of Information; Web-Based Public Access”, and advising that all supporting documentation relating to each Agenda Item must be posted on the website, at least, seven (7) days prior to the respective meeting. As such, Ms. Dufresne expressed Management’s proposal, to lag one (1) month with the Financial Statements, in an effort to meet the posting deadline consistently every month. Therefore, October’s Financial Statements will be delivered in December. Likewise, there will not be any Financial Reports on November’s Agenda.

With regards to the Financial Statements, Ms. Dufresne advised the prior period adjustments made were reclassification of the Indemnification Account from a liability to an asset, with a corresponding Adjustment to the beginning retained earnings.

http://www.apennyatwork.com/

HFA Board Meeting


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Furthermore, the financials with significant transactions relate to that prior period adjustment and some fluctuations as a result of: bond closings, funds or residual funds that were received, and pay-off of the Authority’s loan to Gulfstream.

MOTION TO APPROVE the Housing Finance Authority monthly financial reports for September 30, 2016.


5. HFA Lee County Single Family Loan Program (Own A Home Opportunity Grant

Program) Ralph Stone stated that after careful review and observance of this program in other counties, the HFA concluded this would be a useful program as well as a valuable opportunity for First-Time Homebuyers in Broward County. Mr. Tim Wranovix of Raymond James further elaborated on the program advising of the derivation of the Turnkey Program using the “to-be-announced” (“TBA”) market. It’s taxable financing with the ability to raise funds to create mortgages for eligible borrowers along with raising down payment assistance. The HFA is giving down payment assistance in the form of a grant in which funds are actually raised through the sale of the first mortgage, eliminating the use of the HFA’s current cash flow and removing any cash flow constraints. A benefit of the Turnkey Program is it can be paired with the MCC Program; giving the borrower down payment assistance funds plus a tax credit if they meet certain eligibility requirements. E-Housing will be marketing the “Own A Home Opportunity Grant Program” and while the HFA markets their own MCC Program, the MCC Program will show up on E-Housing’s website: www.MyFirstFloridaHome.com. The name was changed from the “Lee County Single Family Loan Program” to “Own A Home Opportunity Grant Program” so Lenders and Realtors operating in Broward County do not have to keep referencing another county making it confusing for some to understand. MOTION TO APPROVE Resolution of the Housing Finance Authority of Broward County, Florida, approving and authorizing execution and delivery of the amended and restated Interlocal Agreement with the Housing Finance Authority of Lee County, Florida, for joint participation in a program to provide financing for single family mortgage loans through the issuance of bonds, Mortgage Credit Certificates, or Direct Lending (“Program”), including providing down payment assistance in connection with such loans; authorizing bond counsel expenditures not to exceed $5,000; authorizing certain Officials of the Housing Finance Authority of Broward County, Florida, to take all

http://www.myfirstfloridahome.com/

HFA Board Meeting


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actions necessary or advisable in connection with the Program, including execution and delivery of all necessary or appropriate documents in connection therewith; and providing for an effective date.

MADE by: JOHN G. PRIMEAU SECONDED by: RUTH T. CYRUS PASSED: All ayes

MATTERS OF HFA MEMBERS None. MATTERS FROM THE FLOOR Ralph Stone advised Praxis of Deerfield has provided fees to initiate interest in a $20 million dollar deal with the HFA. Mr. Stone reminded the Board Members of an Item approving Change Orders for the Developer of Franklin Park. Mr. Stone also stated that at the last meeting, there was an Item approving Change Orders for the Developer of Franklin Park. Unfortunately, since that time there has been significant vandalism that tore up the fencing of many of the lots. Therefore, Mr. Stone authorized Access Builders to hire a security firm for 45 days from sunset to Sunrise. The cost to hire a security firm is up to $11,000 and said cost will be added to the Item that will go before the Board of County Commissioners. NEXT BOARD MEETING November 9, 2016 - Wednesday ADJOURNMENT Meeting adjourned by Chair, Milette Thurston, at 6:22 p.m.

Disclosure: The above captioned Minutes are transcribed in a summary format. To request a CD of the full

meeting, please contact Tina Kosakowski at (954) 357-4928.

MULTI-FAMILY BOND RENTAL OCCUPANCY REPORT KEY

The Rental Occupancy Report was prepared by staff from Certifications of Continuing

Compliance reports received from Multi Family property management.

Column B represents the total number of units the property has.

Column C represents the number of units occupied during the time period.

Column D represents the percentage of units occupied versus the total number.

Column E represents the percentage of total units that were lower income occupied

during the month of August, 2016.

Column F represents the number of lower income units occupied.

Column G represents the percentage of lower income units occupied versus the total

number of units available.

Column H represents the lower income requirement per the Land Use Restriction

Agreement.

Column I represents the date the Certificate of Compliance was received by Housing

Finance Authority.

Column J represents comments deemed important or necessary such as the qualifying

period expiration date or explanation for red numbers on the report.

Column K represents the number of units vacant for each property.

Columns that are blank represent no report was received from property management.

Housing Finance Authority of Broward County

Rental Occupancy Report

Column A Column B Column C Column D Column E Column F Column G Column H Column I Column J Column K

Property

Total

Number of

Units

From Mgmt

Number of

Units

Occupied

% of Units

Occupied

Previous

month % of

Lower Units

Occupied

August

From Mgmt

Low Income

Units

Occupied

%

Occupied

by Low

Income

LURA

Low Income

Requirement

Certificate of

Compliance

rec'd

September Comments

Vacant

Units

Lake Vista (fka Ashlar/Pier Club) 480 418 87.1 22% 95 22.7 20% 9/29/2016 QP expires 6/1/2021 62

Banyan Bay 416 375 90.1 51% 188 50.1 20% 10/10/2016 41

Bridgewater Place 312 312 100.0 98% 307 98.4 40% 10/1/2016 QP expires 4/2016 0

Chaves Lakes 238 234 98.3 97% 225 96.2 40% 10/4/2016 QP expires 3/2018 4

Colonial Park 160 159 99.4 100% 159 100.0 99% 9/23/2016 1

Cypress Grove/Sandalgrove 814 761 93.5 100% 761 100.0 40% 9/26/2016 53

Emerald Palms 318 312 98.1 88% 275 88.1 40% 9/30/2016 QP expires 5/1/2017 6

Fairlake at Weston 368 344 93.5 42% 141 41.0 20% 9/26/2016 QP expires 12/2016 24

Golden Villas 120 120 100.0 99% 119 99.2 40% 10/4/2016 0

Golf View Gardens 160 157 98.1 100% 157 100.0 100% 9/23/2016 3

Harbour Cove 212 210 99.1 89% 186 88.6 40% 9/29/2016 2

Heron Pointe 200 198 99.0 97% 192 97.0 40% 9/28/2016 2

Island Club 260 255 98.1 65% 165 64.7 20% 9/30/2016 QP expires 7/2016 5

Laguna Pointe 188 188 100.0 91% 172 91.5 40% 10/1/2016 0

Lauderhill Point (fka Driftwood Terr) 176 173 98.3 100% 173 100.0 100% 10/10/2016 3

Los Prados 444 417 93.9 24% 95 22.8 20% 9/30/2016 27

Mar Lago Village 216 201 93.1 44% 88 43.8 40% 10/10/2016 15

Meridian 160 156 97.5 100% 156 100.0 99% 9/23/2016 QP expires 5/2018 4

Pembroke Gardens 198 194 98.0 97% 189 97.4 40% 10/5/2016 QP expires 12/2015 4

Palms of Deerfield 56 54 96.4 100% 54 100.0 100% 10/1/2016 2

Pembroke Park 244 244 100.0 94% 224 91.8 40% 10/1/2016 0

Pembroke Villas 180 174 96.7 94% 174 100.0 40% 9/29/2016 QP expires 6/2016 6

Pinnacle Village 148 148 100.0 99% 147 99.3 40% 10/4/2016 0

Prospect Park 125 123 98.4 100% 123 100.0 40% 9/27/2016 2

Sailboat Bend 37 36 97.3 100% 36 100.0 100% 10/10/2016 1

San Tropez (fka Pembroke Village) 480 474 98.8 20% 96 20.3 20% 10/10/2016 6

Sanctuary Cove 292 290 99.3 99% 288 99.3 40% 9/30/2016 2

St Croix 246 246 100.0 100% 246 100.0 40% 9/29/2016 QP expires 6/1/2020 0

Summerlake 108 105 97.2 100% 105 100.0 40% 9/21/2016 3

Venice Cove 150 150 100.0 100% 150 100.0 40% 10/14/2016 QP expires 11/2017 0

Woodsdale Oaks 172 170 98.8 100% 170 100.0 70% 9/23/2016 2

Totals 7,678 7,398 5,656 . 280

* Figures in red show properties that are less than 90% occupied

Total % rate of occupancy for all properties 96%

Properties highlighted in yellow have bonds outstanding although the QP has expired

Properties highlighted in green - although the QP expired 12/2015 - 2015 audit will be conducted in 2016

Pending New Projects

Northwest Gardens (new construction)

Stanley Terrace (acquisition rehab)

Residents at Crystal Lakes (acquisition rehab)

Item 2 - Attachment 1b - Rental Occupancy Report 11/3/2016; 3:04 PM

110 Northeast 3rd Street, Suite 300

Fort Lauderdale, Florida 33301 Tel: 954.357.4900 Fax: 954.357.8221

www.broward.org/HFA

MEMORANDUM

DATE: November 1, 2016 TO: Housing Finance Authority Board Members THROUGH: Ralph Stone, Executive Director FROM: Norman L. Howard, Manager SUBJECT: October Operational Report SINGLE-FAMILY Information listed below is the foreclosure/bankruptcy report received from CitiMortgage for the months of August 2016 and September 2016. The report for the month of October 2016 has not been received from CitiMortgage to date. Bankruptcy – August 2016

Loan Count Total 1st Lien 2nd Lien 1st Mort./Total 2nd Mort./Total

0 $0 0 0 $0 $0

Foreclosure – August 2016


3 $319,698 2 1 $290,606 $29,092

Bankruptcy – September 2016


0 $0 0 0 $0 $0

Foreclosure – September 2016

2014 Mortgage Credit Certificate Program (MCC) At this time, the HFA has seventeen (17) lenders participating in the May 2014 MCC Program. Program totals to date are as follows:


2 $274,303 2 0 $274,303 $0

HFA Executive Report (August 2016)

Page 2 of 2

MCC’s by Lender Reserved Issued Cancelled/Expired

Academy Mortgage 0 6 4

Bank of America 0 4 1

Banking Mortgage Services Trust Corp. 2 3 0

Cornerstone Home Lending 0 2 0

Everett Financial 0 1 0

Gold Star Mtg. Financial Group 1 42 9

Guaranteed Rate 0 2 1

Hamilton Funding Group 3 206 29

HG Mortgage, LLC 9 24 14

Neighborhood Housing Services of S. FL 0 1 0

Paramount Residential Mortgage Group 1 75 15

Plaza Home Mortgage 0 5 0

Primary Residential Mortgage 0 0 1

Priority Lending Corp. 0 0 0

VanDyk Mortgage Corp. 0 0 0

Venta Financial Group 0 0 0

Wells Fargo Home Mortgage 0 1 0

Totals 16 372 74

Income to date: $63,750

MULTIFAMILY

Multifamily compliance monitoring; reporting period August 21, 2016, to September 20, 2016. Monthly Compliance

Review of this month’s bond report shows all properties are in compliance with their respective Land Use Restriction Agreements (LURA’s).

Occupancy Report

The HFA Rental Occupancy Report for time period August 21, 2016, to September 20, 2016, is included (Attachment 1). Annual Management Review and Inspections

There were no reviews and inspections completed during the reporting period of August 21, 2016, to September 20, 2016 listed below.

The above listed property was in compliance with their respective LURAs.

PEMBROKE VILLAS APARTMENTS, LTD. c/o Centenial Management, L.L.C., 7735 NW 146111 Street, Miami Lakes, Florida 33016

September 16, 20 16

Housing Finance Authority of Florida Housing Finance The Bank ofNew York Trust Broward County Corporation Company, N.A. II 0 NE 3rd Street 227North Bronaugh Street l 0 161 Centurion Parkway Suite 300 Suite 5000 Jacksonville, Florida 32256 Fort Lauderdale, Florida 33130 Tallahassee, Florida 3230 I Attn: Corporate Trust Attn: Executive Director Attn: Executive Director Department

Re: Pembroke Villas Apartments, Ltd., a Florida limited partnership (the "Borrower"); $11,000,000 Housing Finance Authority of Broward County, Florida Multifamily Mo1tgage Revenue Bonds, Series 2001A (Pembroke Villas Apartments)

To Whom It May Concern:

In June of 2001, the Housing Finance Authority of Broward County, Florida (the "Authority") issued those certain $11,000,000 Housing Finance Authoity of Broward County (Florida) Multifamily Mmtgage Revenue Bonds, Series 2001A (Pembroke Villas Apartments) (the "Bonds"), the proceeds thereof loaned to Florida Housing Finance Corporation (the "Lender"), in order to facilitate a loan in the principal amount of $11,000,000 (the "Loan") from the Lender to the Borrower for the purpose of providing financing for the acquisition and construction of the multifamily residential rental development in Broward County, Florida known as Pembroke Villas Apartments (the "Property").

The Borrower is in the process of refinancing the Loan. To effectuate the refinancing, the Borrower intends to prepay the Loan in-full in accordance with that certain Loan Agreement dated June 1, 2001 by and between the Authority, the Lender, and the Borrower (the "Loan Agreement") and defease and redeem the Bonds in-whole in accordance with that ce1tain Tmst Indenture dated as of June I, 2001 by and between the Authority and The Bank ofNew York Trust Company, N.A. (the ''Trustee") (the "Indenture"). The purpose of this letter is to request your consent to the waiver of certain requirements with respect to the prepayment of the Loan and corresponding redemption of the Bonds.

As you know, to effect the optional prepayment of the Loan, Section 4.04(b) of the Loan Agreement requires the Borrower to deliver a written notice of the prepayment to the Authority, the Lender, and the Trustee (the "Prepayment Notice"), stating that the Borrower is prepaying the Loan pursuant to Section 4.04 of the Loan Agreement, accompanied by funds sufficient to effect the prepayment of the Loan, at least forty-five (45) days prior to the date on which the notice of the optional redemption of the Bonds is to be sent by the Trustee to the Bondholders (the "Notice of Redemption").

4810-5635-7408.2 3 12221007l

Housing Finance Authority ofBroward County, Florida Florida· Housing Finance Corporation The Bank ofNew York Tmst Company, N.A Page 2of 3

As you also know, pursuant to Section 4.07 of the Indenture, the Notice of Redemption must be sent by the Trustee to the Authority and the bondholders at least thitty (30) days prior to the date the Bonds are to be redeemed. Accordingly, this would require the Borrower to have funds deposited with the Trustee at least seventy-five (75) days prior to redemption of the Bonds, which would result in at !_east seventy-five (75) days of interest to be incurred by the Borrower on the Loan and New Loan.

For the aforementioned reasons, the Borrower requests your consent to a waiver of the fortyfive (45) day prepayment notice requirement set forth in Section 4.04 of the Loan Agreement so that the Trustee can send the Notice of Redemption to the Authority and the bondholders on the same day, or the day after, the Borrower deposits sufficient funds or a satisfact01y direct pay Letter of Credit with the Trustee to effect the prepayment of the Loan, defeasance of the Indenture, and redemption of the Bonds.

If you need any additional information concerning the foregoing matters, please do not hesitate to contact Mark Waterbury via telephone at 727-480-0522 or via email at [email protected], or myself, Lewis Swezy, at 305-821-0330. Otherwise, please have an authorized representative countersign this letter where indicated below to indicate your receipt of this letter and consent to the foregoing such that the refinancing transaction can occur in a timely manner.

Sincerely,

cc: J. Mark Waterbury

[Signature Page to Follow]

481().5635·7408.2 3122210072

Housing Finance Authority of Broward County, Florida Florida Housing Finance Corporation The Bank ofNew York Trust Company, N.A Page 3 of3

The undersigned, acting through its duly authorized representative, hereby consents to the waiver ofthe forty-five (45) day prepayment notice requirement set forth in Section4.04 ofthe Loan Agreement so that the Trustee can send the Notice of Redemption to the Authority and the bondholders on the same day, or the day after, the Borrower deposits sufficient funds with the Trustee to effecl the optional prepayment ofthe Loan, defeasance of the Indenture, and redemption of the Bonds.

AUTHORITY:

HOUSING FINANCE AUTHORITY OF BROWARD COUNTY, FLORIDA

By: ____________________________ _

Name: _ _____________ ~

Title: _ __________________________ ~--

Date: ---------------~-

LENDER:

FLORIDA HOUSING FINANCE CORPORATION

By:. ____________________________ __

Name: ------ ------------------Title:. ___________________________ ___

Date: -----------------------------~-

TRUSTEE:

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By: ____________________________ _

Name: - -----------------------------Title:

-----------------------------~

Date: ---------------------------------

48 1<1·5635·7~08.1

31222/0072

RESOLUTION NO. 2016-_______

A meeting of the Housing Finance Authority of Broward County, Florida was held at 5:30

P.M. on November 9, 2016, at the offices of the Housing Finance Authority of Broward County,

Florida, 110 Northeast Third Street, Suite 201, in the City of Fort Lauderdale, Florida.

Present:

Absent:

* * * * *

Thereupon, introduced the following resolution which was

read:

A RESOLUTION OF THE HOUSING FINANCE AUTHORITY

OF BROWARD COUNTY, FLORIDA, APPROVING AND

AUTHORIZING A FIRST AMENDMENT TO LAND USE

RESTRICTION AGREEMENT, A SATISFACTION OF

MORTGAGE AND AN ESCROW TRUST DEPOSIT AND

DEFEASEMENT AGREEMENT IN CONNECTION WITH ITS

OUTSTANDING $11,000,000 MULTIFAMILY HOUSING

REVENUE BONDS (PEMBROKE VILLAS PROJECT), SERIES

2001A AND ITS $625,000 TAXABLE MULTIFAMILY HOUSING

REVENUE BONDS (PEMBROKE VILLAS PROJECT), SERIES

2001B (THE “BONDS”); APPROVING AND AUTHORIZING

THE WAIVER BY THE HOUSING FINANCE AUTHORITY OF

THE 45-DAY TIME PERIOD PRIOR TO WHICH IT IS

ENTITLED TO RECEIVE A CERTIFICATE OF PREPAYMENT

OF THE LOAN (AS HEREIN DEFINED) FROM THE

BORROWER (AS HEREIN DEFINED); APPROVING AND

AUTHORIZING THE WAIVER BY THE HOUSING FINANCE

AUTHORITY AND/OR THE TRUSTEE (AS HEREIN DEFINED),

AS APPLICABLE, OF THE CASH FLOW CERTIFICATE

REQUIRED TO ACCOMPANY BORROWER’S DIRECTION TO

THE TRUSTEE (AS HEREIN DEFINED) TO OPTIONALLY

REDEEM THE OUTSTANDING BONDS IN FULL;

APPROVING AND AUTHORIZING THE EXECUTION AND

DELIVERY OF CERTAIN OTHER DOCUMENTS IN

CONNECTION THEREWITH; AND PROVIDING AN

EFFECTIVE DATE.

2

WHEREAS, the Housing Finance Authority of Broward County, Florida (the “Housing

Finance Authority”), is empowered under (i) the laws of the State of Florida, including the Florida

Housing Finance Authority law, Florida Statutes, Sections 159.601 through 159.623 (the “Act”),

and (ii) Ordinance 79-41 enacted by the Board of Commissioners (the “Board”) of Broward

County, Florida (the “County”) on June 20, 1979, as amended, to issue multifamily housing

revenue bonds and refund said bonds;

WHEREAS, the Housing Finance Authority issued and sold its $11,000,000 Multifamily

Housing Revenue Bonds (Pembroke Villas Project), Series 2001A (the “Series 2001A Bonds”) and

its $625,000 Taxable Multifamily Housing Revenue Bonds (Pembroke Villas Project), Series 2001B

(the “Series 2001B Bonds” and, together with the Series 2001A Bonds, the “Bonds”) for the

purpose of assisting Pembroke Villas Apartments, Ltd. (the “Borrower”) to acquire, construct and

equip a multifamily residential rental apartment project located in Broward County, Florida, and

known as Pembroke Villas (the “Project”); and

WHEREAS, the Bonds were issued pursuant to a Trust Indenture, dated as of June 1, 2001

(the “Indenture”), by and between the Housing Finance Authority and The Bank of New York,

predecessor in interest to The Bank of New York Mellon Trust Company, N.A. (the “Trustee”);

and

WHEREAS, the proceeds made available from the issuance of the Bonds were loaned to

the Borrower (the “Loan”), pursuant to the Loan Agreement, dated as of June 1, 2001 (the “Loan

Agreement”), by and between the Borrower and the Housing Finance Authority for the purpose

of financing the Project; and

3

WHEREAS, in connection with the Bonds, the Housing Finance Authority, the Borrower

and the Trustee entered into a Land Use Restriction Agreement, dated as of June 1, 2001 (the

“Land Use Restriction Agreement”) and

WHEREAS, the Series 2001B Bonds have previously been redeemed in full and, as of the

date of this Resolution, are no longer outstanding; and

WHEREAS, pursuant to the provisions of the Indenture and the Loan Agreement, the

Borrower expects to (i) defease the Bonds in full by depositing with the Trustee an irrevocable

stand-by letter of credit (the “Letter of Credit”) issued by Sabadell United Bank, N.A. (or such

other provider permitted under the Indenture), and (ii) redeem the Bonds in full with the

proceeds of the Letter of Credit; and

WHEREAS, pursuant to its terms, the Land Use Restriction Agreement will continue to

remain in effect during the Qualified Project Period (as defined in the Land Use Restriction

Agreement); and

WHEREAS, the Housing Finance Authority requires certain amendments to the Land Use

Restriction Agreement in connection with the defeasance and redemption of the Bonds; and

WHEREAS, the Borrower has agreed, as a condition to the defeasance and redemption of

the Bonds, to pay the Housing Finance Authority a one-time upfront compliance monitoring fee

sufficient to provide compliance monitoring during the remainder of the Qualified Project Period;

and

WHEREAS, the Borrower wishes to prepay all amounts due and payable under the Loan

Agreement and Indenture in order to defease (or immediately redeem, if permitted by the Loan

Agreement) all of the Bonds and release the lien of the Indenture in accordance with Section 12.01

4

of the Indenture; and

WHEREAS, the Loan Agreement requires that the Borrower deliver to the Trustee and the

Housing Finance Authority (at least forty-five (45) days prior to the date on which notice of

prepayment of the Bonds is required to be sent to the Bondholders (the “Prepayment Certificate

Time Period”)) a certificate which, among other things, provides that the Borrower is optionally

prepaying the Loan pursuant to the Loan Agreement (the “Prepayment Certificate”); and

WHEREAS, the Indenture requires that the Borrower’s written direction to the Trustee to

optionally redeem the Bonds be accompanied by a Cash Flow Certificate (the “Cash Flow

Certificate”), which Cash Flow Certificate is required to, among other things, provide that, on any

date of calculation, payments of principal and interest due on the Loan, together with investment

earnings on amounts in the funds and accounts under the Indenture, will be sufficient to pay

scheduled debt service on the Bonds and certain fees and expenses required to be paid pursuant

to the Indenture and the Loan Agreement; and

WHEREAS, following the defeasance of the Bonds in full, to document the satisfaction of

the mortgage and other recordable documents secured by the Project, the Housing Finance

Authority and the Trustee will enter into a Satisfaction of Mortgage (the “Satisfaction of

Mortgage”); and

WHEREAS, to document the required amendments to the Land Use Restriction

Agreement, the Housing Finance Authority, the Borrower and the Trustee will enter into a First

Amendment to Land Use Restriction Agreement (the “LURA Amendment”); and

WHEREAS, if the Borrower is unable to satisfy the Loan Agreement’s requirements for

the immediate redemption of the Bonds at closing, then, in order to provide for the proper and

5

timely application of the monies securing the Letter of Credit deposited with the Trustee to the

payment of the Bonds, it is desirable for the Housing Finance Authority, the Trustee and the

Borrower to enter into an Escrow Trust Deposit and Defeasance Agreement (the “Escrow Deposit

Agreement”) with an escrow agent (the “Escrow Agent”).

NOW, THEREFORE, BE IT RESOLVED by the Housing Finance Authority of Broward

County, Florida, as follows:

SECTION 1. Declaration of Findings. The Housing Finance Authority hereby finds,

determines and declares the matters hereinabove set forth.

SECTION 2. Approval of Satisfaction of Mortgage. The Housing Finance Authority

hereby approves, subject to the approval of the Board, the form and content of the Satisfaction of

Mortgage presented at this meeting and attached hereto as Exhibit “A”. The Chair or Vice Chair

of the Housing Finance Authority is hereby authorized to execute and deliver the Satisfaction of

Mortgage, and the Secretary or Assistant Secretary is authorized to place the Housing Finance

Authority’s seal thereon and attest thereto, in substantially the form presented at this meeting

with such changes, modifications, deletions and insertions as the Chair or Vice Chair, with the

advice of Nabors, Giblin & Nickerson, P.A., as Bond Counsel (“Bond Counsel”) and the Office of

the County Attorney of Broward County, as County Attorney (the “County Attorney”), may

deem necessary and appropriate. Such execution and delivery shall be conclusive evidence of

the approval thereof by the Housing Finance Authority.

SECTION 3. Approval of the LURA Amendment. The Housing Finance Authority

hereby approves, subject to the approval of the Board, the form and content of the LURA

Amendment presented at this meeting and attached hereto as Exhibit “B”. The Chair or Vice

6

Chair of the Housing Finance Authority is hereby authorized to execute and deliver the LURA

Amendment, and the Secretary or Assistant Secretary is authorized to place the Housing Finance

Authority’s seal thereon and attest thereto, in substantially the form presented at this meeting

with such changes, modifications, deletions and insertions as the Chair or Vice Chair, with the

advice of Bond Counsel and the County Attorney, may deem necessary and appropriate. Such

execution and delivery shall be conclusive evidence of the approval thereof by the Housing

Finance Authority.

SECTION 4. Approval of the Escrow Deposit Agreement. The Housing Finance

Authority hereby approves, subject to the approval of the Board, the form and content of the

Escrow Deposit Agreement presented at this meeting and attached hereto as Exhibit “C”. The

Chair or Vice Chair of the Housing Finance Authority is hereby authorized to execute and deliver

the Escrow Deposit Agreement, and the Secretary or Assistant Secretary is authorized to place

the Housing Finance Authority’s seal thereon and attest thereto, in substantially the form

presented at this meeting with such changes, modifications, deletions and insertions as the Chair

or Vice Chair, with the advice of Bond Counsel and the County Attorney, may deem necessary

and appropriate. Such execution and delivery shall be conclusive evidence of the approval

thereof by the Housing Finance Authority.

SECTION 5. Approval and Authorization of Waiver of Prepayment Certificate Time

Period. The Housing Finance Authority hereby approves, subject to approval by the Board, the

waiver by the Housing Finance Authority of the Prepayment Certificate Time Period. The Chair

or Vice Chair of the Housing Finance Authority is hereby authorized to execute and deliver all

documents that may be required in connection with the waiver of the Prepayment Certificate

7

Time Period, and the Secretary or Assistant Secretary of the Housing Finance Authority is hereby

authorized to attest and place the seal thereon, as they, with the advice of the Bond Counsel and

the County Attorney, may deem necessary and appropriate to effectuate the defeasance and/or

the redemption of the Bonds and the matters contemplated in this Resolution. Such execution

and delivery shall be conclusive evidence of the approval and authorization thereof by the

Housing Finance Authority.

SECTION 6. Approval and Authorization of Waiver of Cash Flow Certificate. The

Bonds are being (i) defeased pursuant to the deposit of the Letter of Credit with the Escrow Agent,

and (ii) optionally redeemed in full with the proceeds from a draw on the Letter of Credit one (1)

day prior to the redemption date. Accordingly, under the circumstances at hand, it is not

necessary to secure a Cash Flow Certificate to evidence that payments of principal and interest

due on the Loan, together with investment earnings on amounts in the funds and accounts under

the Indenture, will be sufficient to pay scheduled debt service on the Bonds. Therefore, the

Housing Finance Authority hereby approves, subject to approval by the Board, and, if required,

further subject to the consent of the Guarantor and the Bond Insurer (as defined in the Indenture),

the waiver by the Housing Finance Authority of the Cash Flow Certificate. Additionally, if

required pursuant to the Indenture, the Housing Finance Authority hereby authorizes, subject to

approval by the Board, the Housing Finance Authority to direct the Trustee to waive the Cash

Flow Certificate. The Chair or Vice Chair of the Housing Finance Authority is hereby authorized

to execute and deliver (or direct the Trustee to execute and deliver) all documents that may be

required in connection with the waiver of the Cash Flow Certificate, and the Secretary or Assistant

Secretary of the Housing Finance Authority is hereby authorized to attest and place the seal

8

thereon, as they, with the advice of the Bond Counsel and the County Attorney, may deem

necessary and appropriate to effectuate the defeasance and/or the redemption of the Bonds and

the matters contemplated in this Resolution. Such execution and delivery shall be conclusive

evidence of the approval and authorization thereof by the Housing Finance Authority.

SECTION 7. Further Actions and Ratifications of Prior Actions. The officers, agents

and employees of the Housing Finance Authority are hereby authorized and directed to do all

acts and things required of them by the provisions of the Satisfaction of Mortgage, the LURA

Amendment, the Escrow Deposit Agreement, the waiver of the Prepayment Certificate Time

Period, the waiver of the Cash Flow Certificate and this Resolution. All actions heretofore

undertaken by the officers, agents and employees of the Housing Finance Authority with respect

to the provisions of the Satisfaction of Mortgage, the LURA Amendment, the Escrow Deposit

Agreement, the waiver of the Prepayment Certificate Time Period and the waiver of the Cash

Flow Certificate are hereby ratified and approved.

SECTION 8. Resolution Effective. This resolution shall take effect immediately upon

its passage.

Upon motion of _ , seconded by , the

foregoing Resolution was adopted by the following vote:

Ayes:

Noes:

STATE OF FLORIDA )

) SS:

COUNTY OF BROWARD )

I, Jacqueline Paige Browne, Secretary of the Housing Finance Authority of Broward

County, Florida, do hereby certify that the foregoing is an accurate copy of the resolution of the

Housing Finance Authority adopted at a meeting held on November 9, 2016, as set forth in the

official minutes of the Housing Finance Authority, relating to the Satisfaction of Mortgage, the

LURA Amendment, the Escrow Deposit Agreement, the waiver of the Prepayment Certificate

Time Period and the waiver of the Cash Flow Certificate for the Housing Finance Authority’s

$11,000,000 Multifamily Housing Revenue Bonds (Pembroke Villas Project), Series 2001A and its

$625,000 Taxable Multifamily Housing Revenue Bonds (Pembroke Villas Project), Series 2001B

and the execution of certain related documents.

I DO HEREBY FURTHER CERTIFY that said meeting was duly called and held in

accordance with Chapter 286, Florida Statutes.

WITNESS my hand and the corporate seal of said Housing Finance Authority, this 9th day

of November, 2016.

HOUSING FINANCE AUTHORITY OF

BROWARD COUNTY, FLORIDA

By:

Jacqueline Paige Browne, Secretary

[SEAL]

EXHIBIT A

FORM OF SATISFACTION OF MORTGAGE

[ATTACHED]

EXHIBIT B

FORM OF LURA AMENDMENT

[ATTACHED]

EXHIBIT C

FORM OF ESCROW DEPOSIT AGREEMENT

[ATTACHED]

Satisfaction of Mortgage (Pembroke Villas Project / Multifamily Bonds)

THIS INSTRUMENT PREPARED

BY AND RETURN TO:

Junious D. Brown III, Esq.

Nabors, Giblin & Nickerson, P.A.

1500 Mahan Drive, Suite 200

Tallahassee, Florida 32308

ABOVE SPACE RESERVED FOR

RECORDING PURPOSES ONLY

SATISFACTION OF MORTGAGE

(Pembroke Villas Project / Multifamily Bonds)

Pursuant to that certain Assignment of First Mortgage and Security Agreement dated June

1, 2001 and recorded June 26, 2001, in O.R. Book 31769, Page 834, of the Public Records of

Broward County, Florida (the “Assignment”), THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A. (successor in interest to The Bank of New York), a national banking association

(the “Trustee”), together with the HOUSING FINANCE AUTHORITY OF BROWARD

COUNTY, FLORIDA, a public body corporate and politic duly created and existing under the

laws of the State of Florida (the “Authority”), are the owners and holders of:

(i) that certain First Mortgage and Security Agreement from PEMBROKE

VILLAS APARTMENTS, LTD., a Florida limited partnership (the “Borrower”), for the

benefit of the Authority, dated as of June 1, 2001 and recorded June 26, 2001, in O.R. Book

31769, Page 782, as affected by the Assignment, all of the Public Records of Broward

County, Florida (collectively, the “Mortgage”);

(ii) Assignment of Leases and Rents dated as of June 1, 2001 and recorded June

26, 2001, in O.R. Book 31769, Page 813, as affected by the Assignment, all of the Public

Records of Broward County, Florida (collectively, the “Assignment of Leases”);

(iii) that certain UCC-1 Financing Statement recorded June 26, 2001, in O.R.

Book 31769, Page 826, as affected by the Assignment, all of the Public Records of Broward

County, Florida, as continued and/or amended from time to time (collectively, the "UCC");

and

The Mortgage, the Assignment of Leases and the UCC encumber the property described

in said instruments.

The Trustee and the Authority acknowledge full payment and satisfaction of the

indebtedness secured by the Mortgage, the Assignment of Leases and the UCC, surrender the

Mortgage, the Assignment of Leases and UCC as canceled, and hereby direct the Clerk of the

Circuit Court to cancel the same of record.

2 Satisfaction of Mortgage (Pembroke Villas Project / Multifamily Bonds)

This Satisfaction of Mortgage does not in any way satisfy, modify or cancel the Land Use

Restriction Agreement among the Authority, the Borrower and the Trustee dated as of June 1,

2001 and recorded June 26, 2001, in O.R. Book 31769, Page 763, as affected by the Assignment,

all of the Public Records of Broward County, Florida (as may be further amended, modified or

supplemented from time to time, collectively, the “Land Use Restriction Agreement”), and the

Authority retains (1) all rights to enforce the Land Use Restriction Agreement, and (2) certain

rights to indemnification and other amounts as provided in documents evidencing the debt secured

by the Mortgage, which rights shall remain in effect but shall no longer be secured by the

Mortgage, the Assignment of Leases and/or the UCC.

[COUNTERPART SIGNATURE PAGES TO FOLLOW]

S-1 Satisfaction of Mortgage (Pembroke Villas Project / Multifamily Bonds)

COUNTERPART SIGNATURE PAGE TO



This instrument is effective as of _________________, 2016.

TRUSTEE:

WITNESSES:

Print:

Print:

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., a national banking

association, as Trustee

By:

Name:

Title:

Address: 10161 Centurion Parkway

Jacksonville, Florida 32258

STATE OF FLORIDA

COUNTY OF DUVAL

The foregoing instrument was acknowledged before me this _____ day of

________________, 2016, by _________________________, as ___________________ of THE

BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, on

behalf of the banking association. Said person is personally known to me or has produced a valid

driver's license as identification.

Notary Public; State of Florida

Print Name:

My Commission Expires:

My Commission No.:

S-2 Satisfaction of Mortgage (Pembroke Villas Project / Multifamily Bonds)

COUNTERPART SIGNATURE PAGE TO



This instrument is effective as of _______________, 2016.

AUTHORITY:

WITNESSES:

Print:

Print:



By:

Name:

Title:

Address: 110 N.E. 3rd Street, Suite 300

Fort Lauderdale, Florida 33301

STATE OF FLORIDA

COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this _____ day of _____________,

2016, by _________________________, as ______________________, of the HOUSING

FINANCE AUTHORITY OF BROWARD COUNTY, FLORIDA, a public body corporate and

politic duly created and existing under the laws of the State of Florida, on behalf of the Authority.

They are personally known to me or have each produced a valid driver’s license as identification.


Print Name:


My Commission No.:

First Amendment to LURA (Chaves Lake Apartments Project / Multifamily Bonds)

THIS INSTRUMENT PREPARED

BY AND RETURN TO:

Junious D. Brown III, Esq.

Nabors, Giblin & Nickerson, P.A.

1500 Mahan Drive, Suite 200

Tallahassee, Florida 32308

FIRST AMENDMENT TO

LAND USE RESTRICTION AGREEMENT


THIS FIRST AMENDMENT TO LAND USE RESTRICTION AGREEMENT (this

"Agreement") dated as of December __, 2016, by and among PEMBROKE VILLAS

APARTMENTS, LTD., a Florida limited partnership, whose address is 7735 NW 146th Street,

Suite 306, Miami Lakes, Florida 33016 (the "Borrower"), THE BANK OF NEW YORK

MELLON TRUST COMPANY, N.A. (successor in interest to The Bank of New York), a

national banking association, whose address is 10161 Centurion Parkway, Jacksonville, Florida

32256 (the "Trustee"), and HOUSING FINANCE AUTHORITY OF BROWARD COUNTY,

FLORIDA, a public body corporate and politic organized and existing under the laws of the

State of Florida, whose address is 110 N.E. 3rd Street, Suite 300, Fort Lauderdale, Florida 33301

(the "Authority"), amends that certain Land Use Restriction Agreement dated as of June 1, 2001

and recorded June 26, 2001, in Official Records Book 31769, Page 763, of the Public Records of

Broward County, Florida (the "Land Use Restriction Agreement").

WITNESSETH:

WHEREAS, the Authority made a loan to the Borrower in the original principal amount

of ELEVEN MILLION SIX HUNDRED TWENTY-FIVE THOUSAND AND NO/100

DOLLARS ($11,625,000) (the “Loan”) in accordance with the Land Use Restriction Agreement

and the other Loan Documents (as defined in the Land Use Restriction Agreement) related to the

issuance by the Authority of its $11,000,000 Multifamily Housing Revenue Bonds (Pembroke

Villas Project), Series 2001A and its $625,000 Taxable Multifamily Housing Revenue Bonds

(Pembroke Villas Project), Series 2001B (collectively, the "Bonds"), for the acquisition,

construction and permanent financing of a multifamily rental housing development known as

Pembroke Villas (the "Development") located in Broward County, Florida, as more particularly

described in Exhibit "A" attached hereto; and

WHEREAS, the Borrower owns and operates the Development; and

WHEREAS, on the date hereof, the Borrower is depositing a letter of credit with the

Trustee in order to defease the Bonds in full pursuant to the terms of that certain Trust Indenture

dated as of June 1, 2001, between the Authority and the Trustee, pursuant to which the Bonds

were issued; and


2

WHEREAS, upon the defeasance of the Bonds, the Loan Agreement, the Note and the

Mortgage (each as defined in the Land Use Restriction Agreement) will be terminated, satisfied

or cancelled, as applicable; and

WHEREAS, notwithstanding the defeasance of the Bonds and the satisfaction of the

Mortgage, pursuant to the terms of the Land Use Restriction Agreement, the Borrower will be

required to continuously comply with terms of the Land Use Restriction Agreement until the

expiration of the Qualified Project Period (as defined in the Land Use Restriction Agreement) on

October 15, 2018; and

WHEREAS, upon the defeasance of the Bonds, the Trustee is being released from its

duties in connection therewith, except for certain duties of the Trustee required and necessary to

carry out the scheduled redemption of the Bonds on or about January __, 2016; and

WHEREAS, the parties desire to amend the Land Use Restriction Agreement to (i)

affirm the continuing duties and obligations of the Borrower thereunder, and (ii) terminate

certain provisions relating to the rights and duties of the Trustee under the Land Use Restriction

Agreement; and

WHEREAS, this Agreement shall be effective as of the date set forth above.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set

forth herein, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Borrower, Trustee and the Authority do hereby contract and agree as

follows:

SECTION 1. Amendment to Defined Terms. The above recitals are true and correct

and are incorporated herein and made a part hereof. All defined terms used in the Land Use

Restriction Agreement remain in full force and effect except as modified below.

The definition of "Agreement" or "Land Use Restriction Agreement" shall mean,

collectively, the Land Use Restriction Agreement dated as of June 1, 2001 and recorded June 26,

2001, in Official Records Book 31769, Page 763, as amended by that certain First Amendment to

Land Use Restriction Agreement dated as of December __, 2016, by and among the Authority,

the Trustee and the Developer, all in or to be recorded in the Public Records of Broward County,

Florida, as the same may be hereafter amended, supplemented or modified in accordance with its

terms.

SECTION 2. Amendment to Section 18 - Notice. The address of the following party

referenced in Section 18 of the Land Use Restriction Agreement is hereby deleted and replaced

with the following:

If to the Owner: Pembroke Villas Apartments, Ltd.

7735 NW 146th Street, Suite 306

Miami Lakes, Florida 33016

Attention: Lewis V. Swezy, President

Phone: (305) 821-0330


3

Facsimile: (305) 821-0402

Email: [email protected]

with a copy to: Broad and Cassel

390 North Orange Avenue

Orlando, Florida 32801-4961

Attention: Randal M. Alligood, P.A.

Phone: (407) 839-4202

Facsimile: (407) 650-0914

Email: [email protected]

SECTION 3. General Amendments to Land Use Restriction Agreement. The Form

of the Termination of Land Use Restriction Agreement attached to this Agreement as Exhibit “B”

shall be attached to the Land Use Restriction Agreement as Exhibit “B” thereto and incorporated

therein as set forth below. The Land Use Restriction Agreement is hereby amended to add the

following new Section 24:

“Section 24. Termination of Agreement. Upon the expiration of the Qualified Project

Period on October 15, 2018, this Agreement shall terminate (pursuant to Section 7 hereof),

and the Developer and the Authority shall execute and record a Termination of Land Use

Restriction Agreement, the form of which is attached hereto as Exhibit B.”

(ii) The Land Use Restriction Agreement is hereby amended to add the following new

Section 25:

“Section 25. Late Reporting Fee. The Developer hereby agrees to pay a late fee in the

amount of $100 per day (including weekends) for each day that the Developer fails to timely

submit (in the sole, reasonable opinion of the Authority) any of the information, copies of

income certifications, rent rolls, certifications and/or other compliance reports (collectively, the

“Compliance Reporting Information”) required by Section 4 of this Agreement, as may be

amended from time to time (the “Late Reporting Fee”). Developer acknowledges and hereby

agrees that, notwithstanding anything in this Agreement to the contrary, a Late Reporting Fee

shall apply to and be payable in connection with each separate instance in which any of the

Compliance Reporting Information (including individual components thereof) is not timely

submitted pursuant to Section 4 of this Agreement, as may be amended from time to time.

SECTION 4. References. Any and all references in the Land Use Restriction

Agreement (as amended by this Agreement) to the Trustee are hereby deleted, and the Trustee

acknowledges and agrees that all rights, duties, obligations and remedies that it has under the

Land Use Restriction Agreement are hereby terminated and deemed discharged in full, except as

may be required and necessary for the Trustee to carry out the scheduled redemption of the

Bonds on or about January __, 2017. All provisions throughout the Land Use Restriction

Agreement relating to the rights and duties of the Trustee shall be of no further force and effect,

except as provided in the immediate preceding sentence. If any approval or consent of the

Trustee is required pursuant to the terms of the Land Use Restriction Agreement, such approval

or consent shall be obtained from the Authority. Where notices are to be provided to the Trustee,

mailto:[email protected]

mailto:[email protected]


4

such notices shall be submitted to the Authority.

SECTION 5. Consent by and Release of Trustee. The Bonds are being defeased on

the date hereof and the Trustee is hereby released from its duties under the Indenture, except as

required and necessary for the Trustee to carry out the (i) scheduled redemption of the Bonds on

or about January __, 2017, and (ii) the duties and obligations set forth in that certain Escrow

Trust Deposit and Defeasance Agreement dated as of the date hereof by and among the

Authority, the Borrower, the Trustee and The Bank of New York Mellon Trust Company, N.A.,

as escrow agent. By execution of this Agreement, the Trustee acknowledges such release and

consents to this Agreement.

SECTION 6. Recording and Filing; Covenants to Run With the Land.

(a) Upon the execution and delivery of this Agreement, the Borrower shall

cause this Agreement to be recorded and filed in the public records of Broward County, Florida.

The Borrower shall pay all fees and charges incurred in connection therewith.

(b) This Agreement and the covenants contained herein with respect to the

Land Use Restriction Agreement shall run with the land and shall bind the Borrower, and its

successors and assigns, and the benefits shall inure to the Authority, and its respective successors

and assigns, during the term of the Land Use Restriction Agreement; provided, however, nothing

contained in this paragraph shall be deemed to authorize or consent to any assignment by the

Borrower.

(c) This Agreement is not intended to affect the priority of the Land Use

Restriction Agreement.

SECTION 7. Consent to Amendment to Land Use Restriction Agreement. Pursuant

to Section 11.06 of the Indenture, the Authority, the Trustee and the Borrower hereby

acknowledge and consent to this Agreement, as evidenced by their execution hereof.

SECTION 8. Future Amendments. The Land Use Restriction Agreement may not be

further amended except in accordance with the provisions of Section 17 thereof (except that any

such amendments shall not be required to be made in accordance with the Indenture, as the lien

of the Indenture will be released upon the defeasance of the Bonds) and by an instrument in

writing signed by the Borrower and the Authority.

SECTION 9. Remaining Provisions Unaffected. Except as expressly modified and

amended by this Agreement, the covenants, terms and conditions of the Land Use Restriction

Agreement shall remain unaffected and shall remain in full force and effect until terminated

pursuant to its terms.

SECTION 10. Severability. If any provision of this Agreement or the Land Use

Restriction Agreement, as amended hereby, shall be invalid, illegal or unenforceable, the

validity, legality and enforceability of the remaining portions hereof or thereof shall in no way be

affected or impaired, nor shall such holding of invalidity, illegality or unenforceability affect the


5

validity, legality or enforceability of such provision under other dissimilar facts or

circumstances.

SECTION 11. Governing Law. Notwithstanding that, for the convenience of the

parties, the parties may be executing this Agreement outside of the State of Florida, the Land Use

Restriction Agreement and all amendments thereto shall be governed by the laws of the State of

Florida, both substantive and remedial.

SECTION 12. Multiple Counterparts. This Agreement may be simultaneously

executed in one or more counterparts, all of which shall constitute the same instrument and each

of which shall be deemed an original.



S-1

COUNTERPART SIGNATURE PAGE OF THE AUTHORITY FOR

FIRST AMENDMENT TO



IN WITNESS WHEREOF, the Borrower, the Trustee and the Authority have caused

this Agreement to be executed in their respective names by their duly authorized representatives

as of the date first set forth above.

THE AUTHORITY:

ATTEST:

By:

Print:

Secretary



By:

Name:

Title:

Address: 110 N.E. 3rd Street, Suite 300


STATE OF FLORIDA

COUNTY OF BROWARD

The foregoing instrument was acknowledged before me this ____ day of ____________,

2016, by ___________________________, as _______________________________, and by

__________________________, as Secretary, of the HOUSING FINANCE AUTHORITY OF

BROWARD COUNTY, FLORIDA, a public corporation and a public body corporate and politic

duly created and existing under the laws of the State of Florida, on behalf of the Authority. They

are personally known to me or have each produced a valid driver’s license as identification.

____________________________________


(NOTARY SEAL) Printed Name:________________________

My Commission No.:__________________

My Commission Expires:_______________


S-2

COUNTERPART SIGNATURE PAGE OF BORROWER FOR

FIRST AMENDMENT TO






BORROWER:

WITNESSES:

Print:

Print:

PEMBROKE VILLAS APARTMENTS, LTD., a

Florida limited partnership

By: Pembroke Villas Apartments, Inc., a Florida

corporation, its general partner,

By: __________________________________

Lewis V. Swezy, President

Address: 7735 NW 146th Street, Suite 306


STATE OF FLORIDA

COUNTY OF MIAMI-DADE

On the ____ day of __________________, 2016, before me personally came LEWIS V.

SWEZY, to me known, who, being by me duly sworn, depose and say that he is PRESIDENT of

PEMBROKE VILLAS APARTMENTS, INC., a Florida corporation, the general partner of

PEMBROKE VILLAS APARTMENTS, LTD., a Florida limited partnership described in and

which executed the above instrument; that being thereunto duly authorized, signed and delivered

the said instrument as the free and voluntary act of said Borrower and as his/her own free and

voluntary act, for the uses and purposes therein set forth.

Notary Public; State of _______________________

Print Name:


My Commission No.:


S-3

COUNTERPART SIGNATURE PAGE OF TRUSTEE FOR

FIRST AMENDMENT TO






TRUSTEE:

WITNESSES:

Print:

Print:


TRUST COMPANY, N.A., a national banking

association, as Trustee

By:

Name:

Title:

Address: 10161 Centurion Parkway


[SEAL]

STATE OF FLORIDA

COUNTY OF DUVAL

The foregoing instrument was acknowledged before me this ___ day of __________,

2016, by ______________________, as __________________________ of THE BANK OF

NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, on behalf of

the national banking association. Said person is personally known to me or has produced a valid

driver's license as identification.


(NOTARY SEAL) Printed Name:

My Commission No.:



EXHIBIT “A”

LEGAL DESCRIPTION


EXHIBIT “B”

FORM OF TERMINATION OF LAND USE RESTRICTION AGREEMENT

This Termination of Land Use Restriction Agreement is executed as of _________with

an effective date of _____________by the Housing Finance Authority of Broward County,

Florida (the "Authority") and ______________ , a _____________ (the "Owner").

1. That certain Land Use Restriction Agreement dated as of June 1, 2001 and

recorded June 26, 2001, in Official Records Book 31769, Page 763, as amended by that certain

First Amendment to Land Use Restriction Agreement dated as of December __, 2016, by and

among the Authority, the Owner and The Bank of New York Mellon Trust Company, N.A., all

in or to be recorded in the Public Records of Broward County, Florida (collectively, the "Land

Use Restriction Agreement").

2. The Qualified Project Period as defined in the Land Use Restriction Agreement

ended on October 15, 2018 and the Authority has authorized the execution and delivery of this

Termination of Land Use Restriction Agreement.

3. By execution of this Termination of Land Use Restriction Agreement, the Land

Use Restriction Agreement will be terminated.

4. All payments of any amounts due under the Land Use Restriction Agreement are

fully paid and all obligations thereunder have been met. There is currently no default under the

Land Use Restriction Agreement.

IN WITNESS WHEREOF, the Authority and the Owner hereby agree to terminate the

Land Use Restriction Agreement.

[SIGNATURES AND NOTARIES APPEAR ON THE FOLLOWING PAGES]

First Amendment to LURA-HUD Rider (Chaves Lake Apartments Project / Multifamily Bonds)

IN WITNESS WHEREOF, the Authority and the Owner have caused this Agreement to

be signed, sealed and attested on their behalf by duly authorized representatives, all as of the date

first written hereinabove.



Witnesses: By:_____________________________________

Chair

________________________________

Printed Name: ___________________

_________________________________

Printed Name:____________________ [SEAL]

Witnesses: Attest:

_________________________________ By: __________________________________

Printed Name: ___________________ Secretary

_________________________________

Printed Name:____________________

STATE OF FLORIDA

COUNTY OF BROWARD

The foregoing instrument was executed and acknowledged before me this ____ day of

, 2016, by , Chair, and

, Secretary, of the Housing Finance Authority of

Broward County, Florida, who executed the foregoing instrument and acknowledged to me that

they did such on behalf of the Authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and

year in this instrument first above written.

NOTARY PUBLIC – State of Florida

Personally Known __________________________________

or Signature – Notary Public, State of Florida

Produced Identification

Type of Identification

ESCROW TRUST DEPOSIT AND DEFEASANCE AGREEMENT

among

HOUSING FINANCE AUTHORITY OF BROWARD COUNTY, FLORIDA,

as Issuer

PEMBROKE VILLAS APARTMENTS, LTD.,

as Borrower

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Escrow Agent

Dated as of December __, 2016

Relating to

$11,000,000


MULTIFAMILY HOUSING REVENUE BONDS

(PEMBROKE VILLAS PROJECT)

SERIES 2001A

and

$625,000


TAXABLE MULTIFAMILY HOUSING REVENUE BONDS


SERIES 2001B

2 Escrow Trust Deposit And Defeasance Agreement Housing Finance Authority of Broward County, Florida

ESCROW TRUST DEPOSIT AND DEFEASANCE AGREEMENT

THIS ESCROW TRUST DEPOSIT AND DEFEASANCE AGREEMENT (this

"Agreement") made and entered into as of December __, 2016, by and among HOUSING

FINANCE AUTHORITY OF BROWARD COUNTY, FLORIDA, a public body corporate

and politic organized and existing under the laws of the State of Florida (the "Authority"),

PEMBROKE VILLAS APARTMENTS, LTD., a Florida limited partnership (the

"Borrower"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a banking

association organized and existing under the laws of the United States of America, as successor

trustee under the hereinafter described Indenture (the "Trustee"), and THE BANK OF NEW

YORK MELLON TRUST COMPANY, N.A., as Escrow Agent (in such capacity, the "Escrow

Agent").

W I T N E S S E T H:

WHEREAS, pursuant to the terms of a Trust Indenture, dated as of June 1, 2001 (the

"Indenture"), between the Authority and the Trustee, the Authority caused to be issued

$11,000,000 aggregate principal amount of its Housing Finance Authority of Broward County,

Florida Multifamily Housing Revenue Bonds (Pembroke Villas Project), Series 2001A, of which

$10,210,000 remains outstanding (the “Series 2001A Bonds”), and $625,000 aggregate principal

amount of its Housing Finance Authority of Broward County, Florida Taxable Multifamily

Housing Revenue Bonds (Pembroke Villas Project), Series 2001B, none of which remain

outstanding (the “Series 2001B Bonds” and, together with the Series 2001A Bonds, the

“Bonds”); and

WHEREAS, the Bonds are currently secured by the Trust Estate (as defined in the

Indenture), including, among other things, that certain First Mortgage and Security Agreement,

dated as of June 1, 2001 and recorded June 26, 2001, in O.R. Book 31769, Page 0782, of the

Public Records of Broward County, Florida, given by the Borrower for the benefit of the

Authority and assigned to the Trustee (the "Mortgage"), with respect to the Project hereinafter

mentioned; and

WHEREAS, the proceeds of the Bonds were loaned to the Borrower to provide funds for

the acquisition and construction of a multifamily residential rental development in Broward

County, Florida, known as Pembroke Villas (the "Project") pursuant to a Loan Agreement, dated

as of June 1, 2001, by and between the Authority and the Borrower (the "Loan Agreement"); and

WHEREAS, the Borrower has notified the Authority and the Trustee of its intent to

deposit with the Trustee an irrevocable stand-by letter of credit from Sabadell United Bank, N.A.

in the original principal amount of $___________ (the “Letter of Credit”) to defease the Bonds

in full and which Letter of Credit will be drawn upon and the proceeds therefrom used to redeem

the Bonds in full; and

WHEREAS, the Borrower wishes to prepay all amounts due and payable under the Loan

Agreement and Indenture in order to defease all of the Bonds and release the lien of the

Indenture in accordance with Section 12.01 of the Indenture; and


WHEREAS, the Letter of Credit, together with $_________ of other legally available

funds provided to the Trustee by or on behalf of the Borrower on the date hereof (the “Schedule

F Amount”), which (i) proceeds resulting from a draw on the Letter of Credit in the amount of

$____________ (the "Letter of Credit Proceeds"), and (ii) Schedule F Amount, will be sufficient

to pay, upon optional redemption of the Bonds on January ___, 2017 (the "Redemption Date"),

pursuant to Section 4.02 of the Indenture, all of the unpaid principal of the Bonds, together with

interest, and premium, if any, thereon until the Redemption Date, plus all amounts set forth on

Schedule F hereto, respectively; and

WHEREAS, the Borrower has represented that the Letter of Credit Proceeds, together

with the Schedule F Amount, are the total sums necessary to prepay (or make arrangements for

the payment of) all amounts due and payable under the Loan Agreement and the Indenture in

order to defease the Outstanding Bonds and release the lien of the Indenture in accordance with

Section 12.01 of the Indenture; and

WHEREAS, as a consequence of the defeasance of the Bonds, the lien of the Indenture

and all security instruments related to the Bonds on the Project shall be released; and

WHEREAS, in order to provide for the proper and timely application of the moneys

deposited hereunder to the payment of the Bonds and of certain fees and costs related thereto, it

is desirable for the Authority, the Trustee and the Borrower to enter into this Agreement with the

Escrow Agent; and

WHEREAS, in order to provide for notice to the holders of the Bonds that the Bonds

have been defeased pursuant to the terms of the Indenture, it is necessary for the Authority and

the Borrower to enter into this Agreement with the Trustee and the Escrow Agent; and

NOW, THEREFORE, each of the Authority, the Trustee, and the Borrower, in

consideration of the foregoing and the mutual covenants herein set forth and in order to secure

the payment of the principal of, redemption premium, if any, and interest on all of the Bonds

according to their tenor and effect, does by these presents hereby grant a security interest in,

warrant, demise, release, convey, assign, transfer, alien, pledge, set over and confirm, unto the

Escrow Agent and to its successors in the trust hereby created, and to it and its assigns forever,

all and singular the property hereinafter described, to wit:

DIVISION I

All right, title and interest in and to the Letter of Credit and the Letter of Credit Proceeds

deposited with the Escrow Agent upon execution and delivery of this Agreement.

DIVISION II

Any and all other property of every kind and nature from time to time hereafter, by

delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for

additional security hereunder by the Authority or by anyone in its behalf to the Escrow Agent for

the benefit of the Bonds.


DIVISION III

All property which is by the express provisions of this Agreement required to be subject

to the pledge hereof and any additional property that may, from time to time hereafter, by

delivery or by writing of any kind, by the Authority or by anyone on its behalf, be subject to the

pledge hereof.

TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is

hereinafter defined), including all additional property which by the terms hereof has or may

become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its

successors and assigns, forever in trust, however, for the benefit and security of the holders from

time to time of the Bonds, but if the principal of, redemption premium, if any, and interest on all

of the Bonds shall be fully and promptly paid when due, prior to and upon the redemption

thereof, in accordance with the terms thereof, then this Agreement shall be and become void and

of no further force and effect, except as otherwise provided herein; otherwise, the same shall

remain in full force and effect, and upon the trusts and subject to the covenants and conditions

hereinafter set forth.

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. In addition to words and terms elsewhere defined in this

Agreement, the following words and terms as used in this Agreement shall have the following

meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise

defined in this Agreement shall have the meanings set forth in the Indenture.

"Schedule F Amount" shall have the meaning ascribed to it in Section 2.7 of this

Agreement.

"Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and

interests described or referred to under Divisions I, II and III above.

Words of the masculine gender shall be deemed and construed to include correlative

words of the feminine and neuter genders. Words importing the singular number shall include

the plural number and vice versa unless the context shall otherwise indicate. The word "person"

shall include corporations, associations, natural persons and public bodies unless the context

shall otherwise indicate. Reference to a person other than a natural person shall include its

successors.

ARTICLE II

ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;

FLOW OF FUNDS; RELEASE OF LIENS

SECTION 2.1 Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is

hereby created and established with the Escrow Agent a special and irrevocable trust fund

designated the Escrow Deposit Trust Fund (the "Escrow Deposit Trust Fund"), to be held by the

Escrow Agent and accounted for separate and apart from other funds of the Authority and, to the

extent required by law, of the Escrow Agent, whether in its capacity as Escrow Agent or

otherwise.


Concurrently with the delivery of this Agreement, the Borrower has caused the Letter of

Credit and the Schedule F Amount to be deposited with the Escrow Agent, and the Escrow

Agent hereby acknowledges receipt of the Letter of Credit (for which irrevocable direction has

been given by the Borrower to the Escrow Agent to draw on the Letter of Credit pursuant to

Section 2.2 hereof) and the Schedule F Amount in immediately available funds for deposit in the

Escrow Deposit Trust Fund, the total of which sums (i) are to be held as uninvested cash, and (ii)

have been determined by the Borrower to be sufficient to pay the principal of and interest on the

Bonds, when due and payable, upon the optional redemption thereof on the Redemption Date, as

more particularly described in Schedule C attached hereto and made a part hereof.

Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are

insufficient to make said payments, the Borrower, on behalf of the Authority, shall deposit into

the Escrow Deposit Trust Fund, the amount of any deficiency immediately upon notice from the

Escrow Agent. Any such deposit into the Escrow Deposit Trust Fund to satisfy a deficiency as

described above shall be made with Available Moneys (as defined in the Indenture).

SECTION 2.2 Borrower Direction to Draw on Letter of Credit. The Borrower hereby

authorizes and irrevocably directs the Escrow Agent to (i) draw on the Letter of Credit (the

“Draw”) one (1) Business Day prior to the Redemption Date, and (iii) on the Redemption Date,

transfer all of the proceeds from the Draw, which amount shall equal the Letter of Credit

Proceeds, to the Trustee for the payment of the principal of and interest on the Bonds on the

Redemption Date, as more specifically set forth in Schedule C hereto.

SECTION 2.3 Irrevocable Trust Created. The deposit of moneys or other property

hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said

moneys and other property hereunder for the benefit of Escrow Agent and to its successors and

assigns in the trust hereby created on behalf of the holders of the Bonds, subject to the provisions

of this Agreement. The Escrow Agent and its successors and assigns in the trust hereby created,

for the benefit of the holders of the Bonds shall, subject to the provisions of this Agreement,

have an express lien on all moneys and other property in the Escrow Deposit Trust Fund. The

moneys deposited in the Escrow Deposit Trust Fund shall be held in trust by the Escrow Agent,

and shall be transferred in the necessary amounts as hereinafter set forth, for the payment of the

principal of and interest on the Bonds as the same become due and payable, upon the optional

redemption thereof on the Redemption Date, as more specifically set forth in Schedule C hereto.

SECTION 2.4 [Intentionally Omitted].


SECTION 2.6 Transfers from Escrow Deposit Trust Fund. The Escrow Agent shall, no

later than the payment dates for the Bonds, as specified in Schedule A hereof, transfer to the

Trustee from the Escrow Deposit Trust Fund amounts sufficient to pay the principal of,

redemption premium, if any, and interest on the Bonds, as specified in Schedule C hereof.

SECTION 2.7 Payment of Fees. From the Schedule F Amount, the Trustee shall transfer

the amounts set forth on Schedule F to the persons set forth on Schedule F, for all of which the

Borrower is responsible in connection with the defeasance and redemption of the Bonds. Each

of the Trustee, the Escrow Agent and the Authority acknowledge that the respective amount set

forth on Schedule F with respect to the fees and expenses due to it in connection with the

defeasance of the Bonds is sufficient to provide for payment of such fees and expenses. The


Schedule F Amount shall be deposited into the Administrative Expenses Account established

under the Indenture and shall not be held in the Escrow Deposit Trust Fund.

SECTION 2.8 Transfer of Funds After All Payments Required by this Agreement are

Made. After all of the transfers by the Escrow Agent for payment of the principal of, redemption

premium, if any, and interest on the Bonds, provided in Schedule C have been made and after all

of the transfers by the Escrow Agent and the Trustee for payment of the fees and costs provided

in Schedule F have been made, all remaining moneys in the Escrow Deposit Trust Fund shall be

transferred to the Borrower pursuant to the payment instructions on Schedule G hereto; provided,

however, that no such transfers (except transfers made in accordance with Section 2.7 hereof)

shall be made until all of the principal of, redemption premium, if any, and interest on the Bonds,

have been paid.

SECTION 2.9 Notice of Defeasance. The Authority herewith irrevocably instructs the

Trustee to, as soon as practicable after the execution and delivery of this Agreement and the

deposit of moneys referred to in Section 2.1 hereof, but no later than one (1) Business Day after

such date, cause to be mailed (or otherwise given as permitted by the Indenture) to the registered

owners of the Bonds a copy of the notice of defeasance in accordance with the requirements set

forth in Section 12.01 of the Indenture, and substantially in the form attached hereto as Schedule

D.


SECTION 2.11 Release of Mortgage. Without further instruction, the Trustee

agrees, upon deposit of the amounts described in Section 2.1 and 2.7 hereof, all of which are

delivered in connection with a defeasance of the Bonds pursuant to Article XII of the Indenture,

to take all actions as may be necessary in order to relinquish and release the Trustee's rights, if

any, in the real and personal property constituting a part of the property pledged under the

Indenture, including the release of the lien of the Mortgage on the Project, and to evidence the

defeasance of the Bonds and the discharge of the lien of the Indenture. The Trustee shall execute

and deliver such other documents, and take such further actions, reasonably required by the

Authority in order to carry out the purposes of this paragraph; provided, however, that the

Trustee shall not be obligated to expend any of its own funds in connection with the preparation

or execution of such documents or the undertaking of such actions.

ARTICLE III

CONCERNING THE ESCROW AGENT

SECTION 3.1 Duties of Escrow Agent. The Escrow Agent shall have no duties or

responsibilities whatsoever except such duties and responsibilities as are specifically set forth in

this Agreement, and no covenant or obligation shall be implied in this Agreement on the part of

the Escrow Agent.

SECTION 3.2 Liability of Escrow Agent.

3.2.1 [Intentionally Omitted]


3.2.2 The Escrow Agent shall have no lien, security interest or right of set-off

whatsoever upon any of the moneys in the Escrow Deposit Trust Fund for the payment of fees or

expenses for services rendered by the Escrow Agent under this Agreement.

3.2.3 The Escrow Agent shall not be liable for any loss or damage, including

counsel fees and expenses, resulting from its actions or omissions to act hereunder, except for

any loss or damage arising out of its own negligence or willful misconduct. Without limiting the

generality of the foregoing, the Escrow Agent shall not be liable for any action taken or omitted

in good faith in reliance on any notice, direction, consent, certificate, affidavit, statement,

designation or other paper or document reasonably believed by it to be genuine and to have been

duly and properly signed or presented to it by the Authority.

3.2.4 None of the provisions of this Agreement shall require the Escrow Agent

to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the

performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it

shall have reasonable grounds for believing that repayment of such funds or indemnity

satisfactory to it against such risk or liability is not assured to it.

SECTION 3.3 Fees, Expenses and Indemnification.

3.3.1 From amounts available under the Indenture or otherwise available to the

Borrower, the Borrower shall pay to the Trustee (i) an Escrow Fee of $[750.00], (ii) an

Amendment Fee of $[750.00], (iii) and Extraordinary Fee of $[2,500.00], and (iv) $[1,500.00]

for its attorney’s fees, all of which shall be deposited with the Escrow Agent on the date hereof

(and are included in the Schedule F Amount).

3.3.2 To the extent permitted by law, the Borrower shall indemnify and

exonerate, save and hold harmless the Escrow Agent from and against any and all claims,

demands, expenses (including counsel fees and expenses) and liabilities of any and every nature

which the Escrow Agent may sustain or incur or which may be asserted against the Escrow

Agent as a result of any action taken or omitted by the Escrow Agent hereunder without

negligence or willful misconduct. Such indemnity shall survive the termination of this

Agreement or the earlier resignation or removal of the Escrow Agent and shall inure to the

benefit of the Escrow Agent’s successors and assigns. At any time, the Escrow Agent may apply

to the Authority for written instructions with respect to any matter arising under this Agreement

and shall be fully protected in acting in accordance with such instructions. In addition, the

Escrow Agent may, as reasonably necessary, consult counsel to the Authority or its own counsel,

at the expense of the Borrower, and shall be fully protected with respect to any action taken or

omitted in good faith in accordance with such advice or opinion of counsel to the Authority or its

own counsel.

SECTION 3.4 Applicability of Indenture. The rights, privileges, benefits, protections,

and immunities of Article IX of the Indenture as in effect on the date hereof shall be equally

available and applicable to the Trustee as Escrow Agent hereunder, all as if such rights,

privileges, benefits, protections and immunities were set forth herein.

ARTICLE IV


MISCELLANEOUS

SECTION 4.1 Amendments to this Agreement. This Agreement is made for the benefit

of the Authority and the holders from time to time of the Bonds and it shall not be repealed,

revoked, altered or amended without the written consent of all such holders, the Escrow Agent,

the Borrower and the Authority; provided, however, that the Authority, the Borrower and the

Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements

supplemental to this Agreement as shall not adversely affect the rights of such holders and shall

not be inconsistent with the terms and provisions of this Agreement, for any one or more of the

following purposes:

(a) to cure any ambiguity or formal defect or omission in this

Agreement; and

(b) to grant to or confer upon the Escrow Agent for the benefit of the

holders of the Bonds any additional rights, remedies or powers that may lawfully

be granted to or conferred upon the Escrow Agent.

The Escrow Agent shall be entitled to conclusively rely upon an unqualified opinion of a

nationally recognized counsel in the field of law relating to municipal bonds with respect to

compliance with this Section.

SECTION 4.2 Waiver of Notice and Cash Flow Certificate. As applicable, the Authority

and the Trustee, by execution of this Agreement, waive (i) their right to the prior notice required

by Section 4.04(b) of the Loan Agreement from the Borrower with respect to a proposed optional

prepayment of amounts due under the Loan Agreement, and (ii) the requirement, pursuant to

Section 4.02(a) of the Indenture, that the Borrower provide a Cash Flow Certificate with its

direction to Trustee to optionally redeem the Bonds in full.

SECTION 4.3 Severability. If any one or more of the covenants or agreements provided

in this Agreement on the part of the Authority, the Borrower or the Escrow Agent to be

performed should be determined by a court of competent jurisdiction to be contrary to law, such

covenant or agreement shall be deemed and construed to be severable from the remaining

covenants and agreements herein contained and shall in no way affect the validity of the

remaining provisions of this Agreement.

SECTION 4.4 Agreement Binding. All the covenants, promises and agreements in this

Agreement contained by or on behalf of the Authority or the Borrower or by or on behalf of the

Escrow Agent shall bind and inure to the benefit of their respective successors and assigns,

whether so expressed or not.

SECTION 4.5 Termination, Resignation and Removal of Escrow Agent.

4.5.1 This Agreement shall terminate when all transfers and payments required

to be made by the Escrow Agent under the provisions hereof shall have been made. The

provisions of Sections 3.2 and 3.3 of this Agreement shall survive the termination of this

Agreement.

4.5.2 The Escrow Agent may evidence its intent to resign by giving written

notice to the Authority and the Borrower. Such resignation shall take effect only upon delivery


of the Trust Estate to a successor Escrow Agent designated in writing by the Authority (the

Authority hereby agreeing to designate such successor Escrow Agent within a reasonable period

of time), and the Escrow Agent shall thereupon be discharged from all obligations under this

Agreement and shall have no further duties or responsibilities in connection herewith. The

Escrow Agent shall deliver the Trust Estate without unreasonable delay after receiving the

Authority’s designation of a successor Escrow Agent and upon payment of all of its fees and

expenses. Notwithstanding the foregoing, the Trustee and the Escrow Agent shall always be the

same entity.

4.5.3 If after thirty (30) days from the date of delivery of its written notice of

intent to resign the Escrow Agent has not received a written designation of a successor Escrow

Agent, the Escrow Agent’s sole responsibility shall be in its sole discretion either to retain

custody of the Trust Estate and apply the Trust Estate in accordance with this Agreement without

any obligation to reinvest any part of the Trust Estate until it receives such designation, or to

apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and

after such appointment to have no further duties or responsibilities in connection herewith.

SECTION 4.6 Execution by Counterparts. This Agreement may be executed in several

counterparts, all or any of which shall be regarded for all purposes as one original and shall

constitute and be but one and the same instrument.

SECTION 4.7 Notices. Any notice, instruction, request for instructions or other

instrument in writing authorized or required by this Agreement to be given to either party shall

be deemed given if addressed and mailed certified mail to it at its offices at the address set forth

below, or at such other place as such party may from time to time designate in writing:

(a) if to the Authority, at:

Housing Finance Authority of Broward County, Florida

110 N.E. 3rd Street, Suite 300


Attention: Executive Director

As to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

10161 Centurion Parkway


Attention: Corporate Trust Department

As to Fitch:

Fitch IBCA, Inc.

One State Street Plaza

New York, New York 10004

Attention: Residential Mortgage Group

Standard & Poor's Ratings Group


25 Broadway

New York, New York 10004

Attention: Public Finance Department

(b) to the Escrow Agent, at:

The Bank of New York Mellon Trust Company, N.A.

10161 Centurion Parkway


Attention: Thomas J. Radicioni, Client Service Manager

(c) to the Borrower, at:

Pembroke Villas Apartments, Ltd.

7735 NW 146th Street, Suite 306


Attention: Lewis V. Swezy, President

with a copy to:

Broad and Cassel

390 North Orange Avenue

Orlando, Florida 32801-4961

Attention: Randal Alligood, Esq.

SECTION 4.8 Disposition of Remaining Balances. Upon satisfaction of the requirements

set forth in Section 12.01 of the Indenture in order to effectuate the defeasance and redemption

of the Bonds, the parties hereto agree that notwithstanding anything to the contrary in the

Indenture, any balance remaining in any fund and account held under the Indenture, other than

the Administrative Expenses Account, shall be disbursed by the Trustee to the Borrower

pursuant to the payment instructions set forth on Schedule G.

SECTION 4.9 Governing Law. This Agreement shall be governed by, and construed in

accordance with, the laws of the State of Florida without regard to conflict of law principles.



IN WITNESS WHEREOF, Housing Finance Authority of Broward County, Florida has

caused this Escrow Trust Deposit and Defeasance Agreement to be executed by its duly

authorized officials and officers and its seal to be hereunto affixed and attested as of the date first

above written.



By:

Name:

Title:


IN WITNESS WHEREOF, The Bank of New York Mellon Trust Company, N.A., has

caused this Escrow Trust Deposit and Defeasance Agreement to be executed by its duly

authorized officer as of the date first above written.


TRUST COMPANY, N.A., as Trustee

By:

Linda Boenish, Vice President


TRUST COMPANY, N.A., as Escrow Agent

By:

Linda Boenish, Vice President

STATE OF FLORIDA )

) SS:

COUNTY OF DUVAL )

On the ___ day of _________________, 2016, before me personally came LINDA

BOENISH, to me known, who, being by me duly sworn, depose and say that she is a Vice

President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a banking

corporation organized and existing under the laws of the United States of America described in

and which executed the above instrument as Trustee and Escrow Agent, being thereunto duly

authorized, signed on behalf of said association, and delivered the said instrument as the free and

voluntary act of said association and as his own free and voluntary act, for the uses and purposes

therein set forth; and that she signed her name thereto by like authority.

NOTARY PUBLIC, STATE OF FLORIDA

NOTARY PUBLIC

SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type

as

Commissioned.

Personally known to me, or

Produced identification:

(Type of Identification Produced)

DID take an oath, or

DID NOT take an oath.


IN WITNESS WHEREOF, Chaves Lake Apartments, Ltd., as the Borrower has caused

this Escrow Trust Deposit and Defeasance Agreement to be executed by its duly authorized

officer as of the date first above written.

WITNESSES:

______________________________________

Print: _________________________________

______________________________________

Print: _________________________________

PEMBROKE VILLAS APARTMENTS,

LTD., a Florida limited partnership

By: Pembroke Villas Apartments, Inc.,

a Florida corporation,

its general partner,

By: _______________________________

Lewis V. Swezy, as its President

Address: 7735 NW 146th Street, Suite 306


STATE OF FLORIDA )

) SS:

COUNTY OF MIAMI-DADE)

On the ____ day of __________________, 2016, before me personally came LEWIS V.

SWEZY, to me known, who, being by me duly sworn, depose and say that he is PRESIDENT of

PEMBROKE VILLAS APARTMENTS, INC., a Florida corporation, the general partner of

PEMBROKE VILLAS APARTMENTS, LTD., a Florida limited partnership described in and

which executed the above instrument; that being thereunto duly authorized, signed and delivered

the said instrument as the free and voluntary act of said Borrower and as his/her own free and

voluntary act, for the uses and purposes therein set forth.

NOTARY PUBLIC, STATE OF ___________

NOTARY PUBLIC

SEAL OF OFFICE:

(Name of Notary Public, Print, Stamp or Type

as

Commissioned.)

Personally known to me, or

Produced identification:

(Type of Identification Produced)

DID take an oath, or

DID NOT take an oath.

A-1

SCHEDULE A

OUTSTANDING BONDS

$11,000,000




SERIES 2001A

Maturity Date

Principal Amount

Payment Date 01/01/2023

01/01/2032

07/01/2041

$1,305,000

3,005,000

5,900,000

01/__/2017

01/__/2017

01/__/2017

B-1

SCHEDULE B

[INTENTIONALLY OMITTED]

C-1

SCHEDULE C

SCHEDULE OF PAYMENTS

REPRESENTED BY BONDS

Payment

Date

Principal Amount

(Prepayment)

Interest

Total

01/__/2017 $10,210,000.00 $_________ $__________

D-1

SCHEDULE D

FORM OF NOTICE OF DEFEASANCE

$11,000,000




SERIES 2001A

Bonds Dated June __, 2001

Maturing on the date, bearing interest at the rate and

bearing the CUSIP Number

set forth below:

CUSIP NO.

MATURITY

AMOUNT

RATE

MATURITY DATE

115027KS2

115027KT0

115027KU7

$1,305,000.00

$3,005,000.00

$5,900,000.00

5.550%

5.650%

5.750%

01/01/2023

01/01/2032

07/01/2041

NOTICE IS HEREBY GIVEN to the holders of HOUSING FINANCE AUTHORITY

OF BROWARD COUNTY, FLORIDA’s (the "Authority") $11,000,000 HOUSING FINANCE

AUTHORITY OF BROWARD COUNTY, FLORIDA Multifamily Housing Revenue Bonds,

(Pembroke Villas Project), Series 2001A, outstanding in the aggregate principal amount of

$10,210,000 (the "Bonds"), that there have been deposited with The Bank of New York Mellon

Trust Company, N.A., as escrow agent, moneys consisting of proceeds of a refinancing of the

project financed by the Bonds and other moneys which will be sufficient to pay the principal of

and premium, if any and interest on the Bonds when due. The Bonds will be redeemed on

January __, 2017, at a redemption price of the principal amount thereof, together with accrued

interest to the date of redemption.

The Bonds are deemed to have been paid within the meaning of Section 12.01 of the

Trust Indenture dated as of June 1, 2001, under which the Bonds were issued and secured. This

notice does not constitute a notice of redemption and no Bonds should be delivered to the

Authority or its paying agents as a result of this publication.

Dated this ____ day of ____________, 2016.

The Bank of New York Mellon Trust Company, N.A., as registrar and paying agent for the

Bonds

E-1

SCHEDULE E

[INTENTIONALLY OMITTED]

F-1

SCHEDULE F

SCHEDULE OF PAYOFF OBLIGATIONS

Issuer’s Fees $

Trustee Extraordinary Fee [2,500.00]

Amendment Fee [750.00]

Escrow Account Fee [750.00]

Trustee Counsel Fee [1,500.00]

Rebate Calculation Fee [500.00]

Servicer Fee

LURA Compliance Monitoring Fee

.00

TOTAL CLOSING COSTS: $

G-1

SCHEDULE G

PAYMENT INSTRUCTIONS

Housing Finance Authority of Broward County November 9, 2016 – Board Meeting

Pembroke Villas Apartments Refinancing Request HFA Board authorization to: execute a LURA Amendment, Satisfaction of Mortgage, and Escrow Deposit Agreement; waive the 45-day time period to receive a Certificate of Prepayment from the Borrower, waive the Cash Flow Certificate requirement, and execute and deliver certain other documents in connection with the foregoing.

Background 1. Pembroke Villas is a 180-unit apartment community located in the City of

Pembroke Park within Broward County (“Property”).

The Housing Finance Authority of Broward County (“HFA”) funded the acquisition and construction of the Property via the issuance of $11,000,000 in Housing Finance Authority of Broward County, Florida Multifamily Housing Revenue Bonds, (Pembroke Villas Project), Series 2001A and $625,000 in Housing Finance Authority of Broward County, Florida Taxable Multifamily Housing Revenue Bonds, Series 2001B (Pembroke Villas Project) (collectively the “Bonds”).

2. The Property is subject to restrictive covenants, which are evidenced by a Land Use Restriction Agreement (the “LURA”).

Present Situation 1. On September 16, 2016, the HFA was advised that the Borrower was going to

deposit a Letter of Credit (“LOC”) with the Trustee and then draw on a letter of credit using the proceeds to fully redeem the Bonds. (Attachment 1)

2. In order to effectuate the Bond redemption, the Borrower has requested: 1)

authorization to modify the LURA and any other documents executed in connection with the Bonds, as necessary to facilitate the redemption 2) waiver of the 45-day time period prior to which the HFA is entitled to receive a Prepayment Certificate from the Borrower and 3) waiver of the Cash Flow Certificate (as defined herein).

3. The Borrower is current on all fees and expenses with regard to the Bond

transaction and the HFA is not aware of any non-compliance issues. 4. As a condition of the HFA’s approval of this request, the Borrower has agreed to

pay in full, the Compliance Monitoring Fee for the remainder of the Qualified Project Period (“QPP”). The payment will be due on or prior to the effective date of the LURA Amendment (as defined herein).

5. During the term of the QPP, the Borrower will be responsible for the payment of

Late Reporting Fees in the event that the Borrower does not timely submit information as required by the LURA.

6. Bond Counsel prepared the necessary HFA Resolution. (Attachment II)

Recommendation The HFA professional team and staff recommend that the Board authorize (subject to the payment of all fees and expenses) the following in connection with Pembroke Villas: 1. Execution of a First Amendment to Land Use Restriction Agreement (the “LURA

Amendment”), 2. Execution of the Satisfaction of Mortgage, 3. Execution of the Escrow Trust Deposit and Defeasance Agreement (the “Escrow

Deposit Agreement), 4. Authorization to waive the 45-day time period to receive a Certificate of

Prepayment from the Borrower, 5. Waiver of the Cash Flow Certificate, and 6. Execution and delivery of certain other documents in connection with the

foregoing. Attachments 1. Owner Correspondence – Dated September 16, 2016

2. HFA Resolution, w/attached:

Exhibit A: Form of Satisfaction of Mortgage Exhibit B: Form of LURA Amendment; and Exhibit C: Form of Escrow Deposit Agreement

RENEWAL PROMISSORY NOTE

$488,000.00 Fort Lauderdale, Florida January_, 2010

For value received , the undersigned agrees and promises to pay to the order of the Housing Finance Authority of Broward County, Florida, the principal sum of $488,000.00, with interest thereon at the rate of zero percent (0%) per annum from the date hereof until maturity, the interest and principal being payable as set forth below in lawful money of the United States of America at:

Housing Finance Authority of Broward County, Florida 11 0 Northeast 3rd Street, Suite 300 Fort Lauderdale, Florida 33301

or such other address as the holder from time to time may specify by written notice to the maker, the principal and interest to be paid as follows:

The unpaid principal balance, together with accrued and unpaid interest, if any, shall be due and payable in quarterly payments of Five Thousand Dollars and 00/100 Cents ($5,000.00) beginning January 1, 2005 through March 31,2028 (the "Maturity Date"), at which time all outstanding unpaid principal balance, together with accrued and unpaid interest, if any, shall be due and payable.

This Renewal Promissory Note modifies that certain Renewal Promissory Note dated December 1, 2009 (the "Note") and is secured by that certain Modification of Mortgage, dated December 1, 2009, recorded on December 2, 2009, in O.R. Book 46700, Page 342, of the Public Records of Broward County, Florida as modified by that certain Modification of Mortgage of even date herewith, executed by Mount Olive Development Corporation in favor of the herein named payee and is given as security for the loan evidenced by this Renewal Note.

In the event any payment due hereunder is not received by the holder of this Renewal Note within fifteen (15) days after the due date, maker shall pay to holder a late charge of twelve percent (12%) of such amount which is overdue, such late charge to be immediately due and payable without demand by holder.

The indebtedness evidenced by this Renewal Note may be prepaid in whole or in part at any time without penalty or premium.

Except as modified hereby, all terms and conditions in the Note, as amended, as well as all other documents and instruments executed and delivered by Mortgagor to Mortgagee in connection therewith, as amended, are hereby ratified, affirmed and approved in all respects and shall remain in full force and effect.

If there is a default in payment of any of the sums or interest or in the performance of any agreements contained herein and it continues for a period of thirty (30) days, then, at the option of the holder of the Renewal Note, the principal sum then remaining unpaid with accrued interest shall immediately become due and collectible without notice, time being of the essence of this Renewal Note, and the principal sum and accrued interest shall both bear interest at the highest rate allowable by law from the due date (without regard to the grace period) until paid and the mortgage securing such debt shall become subject to foreclosure proceedings at the election of the holder. All sums paid under this Renewal Note shall be credited first to accrued interest and then to principal.

Each maker and endorser waives presentment, protest, notice of protest, and notice of dishonor and agrees to pay all attorneys' fees and expenses incurred by the holder in the enforcement of this Renewal Note and foreclosure of the Mortgage Deed and Security Agreement, as modified by that certain Modification of Mortgage prior or subsequent to judgment and in any and all trial and appellate tribunals, whether suit be brought or not if, after maturity of this Renewal Note or default, counsel shall be employed to collect this Renewal Note.

MAKER:

MOUNT OLIVE DEVELOPMENT CORPORATION (MODCO), a Florida not-forprofit corporation

ATTEST: Dated: 12_ day of Decem~. 20.Q_Q

L~· 11 Jvx:tJ ~ ,

Type Name of Se etary

(SEAL)

CFN # 10907001 6 OR BK 46781 Pages 1158- 1163 RECORDED 01 /06/10 15:36:46 BROWARD COUNTY COMMISSION DOC-M: $308.00 DEPUTY CLERK 1922 #1 , 6 Pages

Prepared by and Return to: Purvi A. Bhogaita, Assistant County Attorney 115 South Andrews Avenue, Suite 423 Fort Lauderdale, Florida 33301

THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1,156.30, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.

MODIFICATION AND EXTENSION OF MORTGAGE

THIS MODIFICATION AND EXTENSION OF MORTGAGE (the "Modification") executed as of the / 5 day of (Jete~t?IJtL- , 20l:?l(the "Effective Date"), by and between the HOUSING FINANCE AUTHORITY OF BROWARD COUNTY, a public body corporate and politic, hereinafter referred to as "Mortgagee," located at 11 0 Northeast Third Street, Suite 300, Fort Lauderdale, Florida 33301 and MOUNT OLIVE DEVELOPMENT CORPORATION, a Florida not-for-profit corporation, hereinafter referred to as "Mortgagor, located at 401 NW gth Avenue, Fort Lauderdale, Florida 33311.

WITNESSETH:

WHEREAS, Mortgagor is on the date hereof the owner of fee title to a parcel of land and improvements thereof (collectively, the "Property") located in Broward County, Florida, more particularly described as follows:

Lot 6 and 7, Block 2, DORSEY PARK, FIRST ADDITION, according to the Plat thereof, recorded in Plat Book 21, Page 30 of the Public Records of Broward County, Florida

The Property or its address is commonly known as 535 Northwest 15 Terrace, Fort Lauderdale, Florida.

WHEREAS, Mortgagor in connection with a loan given by Mortga§Jee, executed and delivered to Mortgagee that certain Promissory Note (the "Note"), dated July 21, 2000, in the amount of Four Hundred Thousand Dollars and 00/100 Cents ($400,000.00) and, in order to secure faithful performance of all conditions under the Note, Mortgagor executed that certain Mortgage Deed and Security Agreement, dated July 21, 2000 (the "Mortgage") recorded in O.R. Book 30712, Page 1956, of the Public Records of Broward County, Florida; and

WHEREAS, the Note and Mortgage were modified to extend the maturity date by that certain Renewal Promissory Note and Modification of Mortgage recorded in O.R. Book 467000, Page 342, of the Public Records of Broward County, Florida; and

WHEREAS, Mortgagee is the present owner and holder of the Note and Mortgage; and

WHEREAS, the Mortgagor has requested that Mortgagee modify and extend the maturity date of the Note, as secured by the Mortgage, from December 31, 2011 to March 31, 2028 and increase the amount of the loan by $88,000; and

WHEREAS, Mortgagee has agreed to modify and extend the maturity date of the Note, as secured by the Mortgage, to March 31, 2028 in that certain Renewal Note (the "Renewal Note") to be executed by the Mortgagor, dated of even date herewith.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration the sufficiency of which area hereby conclusively acknowledged, Mortgagor and Mortgagee agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference.

2. Amendment to the Mortgage. The terms of the Mortgage are hereby amended and modified to provide as follows with the same force and effect as if the following provisions had originally been included in the Mortgage:

(a) the maturity date, if any, reflected in the Mortgage shall be March 31, 2028.

(b) the principal balance, if any, reflected in the Mortgage shall be $400,000.00.

3. No Liens. Mortgagor certifies that all real property taxes (through 2008), assessments, liens and encumbrances against the Property subsequent to the recording of the Mortgage have been paid. Mortgagor does further certify that the Mortgage constitutes a valid and enforceable First Mortgage encumbering the Property, superior in dignity and priority to all other claims, liens or encumbrances against the Property.

4. No Novation. It is the intention of the parties hereto that nothing contained under this Modification shall constitute a novation of the indebtedness secured by the Mortgage, and such indebtedness shall remain in full force and effect. In addition, the terms of this Modification shall not operate to release, alter, impair, diminish, affect or subordinate the lien, or the priority of the lien of the Mortgage, or any other document securing or evidencing Mortgagor's obligations to the Mortgagee.

2

5. No Right of Offset. Mortgagor hereby covenants that Mortgagor has not claims or defenses against Mortgagee that could give rise to any defense, offset or counterclaim in connection with the enforcement of the Mortgage or against the Mortgagee.

6. Governing Law. Binding Effect and Venue. This Modification shall be governed by and interpreted in accordance with the laws of the State of Florida, and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Venue for litigation concerning this Agreement shall be in Broward County, Florida.

7. Invalidity of Term. If any term, covenant or condition of this Modification shall be held to be invalid, illegal or unenforceable in any respect, this Modification shall be construed without such provision.

8. Conflict. In the event of any conflict between the terms and conditions contained in the Mortgage (or any prior modification thereto) and the terms and conditions contained herein, the terms and conditions contained in this Modification shall govern and control.

9. No Other Change. Except as modified hereby, all the terms and conditions in the Mortgage, as amended, as well as all other documents and instruments executed and delivered by Mortgagor to Mortgagee in connection therewith, are hereby ratified, affirmed and approved in all respects and shall remain in full force and effect.

10. Costs. Mortgagor agrees to pay all costs, if any, incurred by Mortgagee as a result of the modification to the Note and Mortgage set forth herein, including but not limited to, title search expenses and recording fees.

IN WITNESS WHEREOF, the Mortgagor has caused these presents to be executed as of the day and year first above written.

3

THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1 ,156.30, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.

MORTGAGOR:

MOUNT OLIVE DEVELOPMENT CORPORATION, a Florida not-for-profit corporation ,..~

s£L>4(6«fl Print Name:\>, . ?--DSM

0\ ~·. o ~~

,i/ ~"xJ Title: \)\L..S, c:la.-VYt- / { . t .D

Signed, sealed and delivered in the presence of:

STATE OF FLORIDA ) ) ss:

COUNTY OF BROWARD)

The foregoing instrument was acknowledged before me this / 5" day of Decem b.er , 20/:4, by of ------------- · He/ he i rsonally known to me· r has produced ______ as identification.


PAB:dmv 12/9/09

•• modco2009.modmortgage.doc ••"'~';"••,, JACQUEUNE SELDERS lf&'.~-::-. MY COMMISSION# DO 750502 : \ / i EXPIRES: January 2?., 2012 ~'{'Rf..,'fi,, 8ondtd Thill NOitry Pullllo t:n•tiW~Grs

4

Ocwb<:r 20. 2016

Ralph Stone 13roward Housing Finance Autltority IIQ N.E. 3'il Street, Suite 300 Fort l.audtrdt'lle. florida 3330 I

U<ar \-lr. Ston<:

First! would like to thank you for the benefits that the llroward Housing Finance Authority (the HFA) provil.lc:otlo the Motuu Olive Development Corpor:ation (MODCO}. Ynur lo:m for over $400,000 htt> •Howed us 10 r<novate two apartment complexes and build a 4,000 <quare fool mix us.:d facility. ( )ur pmtncrship Ita.< provided Housin£. Opportunities to over 1.147 Pc"tSOn with Aids (HOPWA) ove-r the pa<t 12 )<:'.ltli and office spaces for our organi,.ation Your sctffha:. been e):oc:ptiooal in 3iding us in out effort.~ to make safe and affordable housing available 10 our clieni.S.

Moreover, I nm aware- that we have 0 b~•l::a.nc!! of Q\'Cr $2-36,156.30 and 'hal Olrr Q\latte!'ly JXiyme-rn of $5.000 wa.o:; due oo Scptcnlber 30, 2016. 0\IJ pmgrarn is funded through the l.)e.parlmcnt of HOlL'iing and Urban Development through the City of For1 Lauderdale.

On October 4th. 2016 -.e were nocificd by the City ofFC)tt Lauderdale that our IIOPWA Grant funding for hSC:ll year 2017 (Octob<:r I. 2016- Septemb.."< 31. 2017)could be delayed through Janll31)• bccatL.., ofth< delay in the Fcdc'T>I Budget Pmce<.< for the Housing :1nd Urban Dc:velopmCJll Division (Sec AttnchOO Memorandum), J .. lt:rL~ l:.tke imo yO\If full Cl)nsidcration that at this time we nrc unable to mlll.:e payment to you. We arc requesting n p3ymcnt extension for the next four qu.mcrs (Oecembcr 31. 2016, Ma<eh 31. 2.017. Jwte, 30. 2017 and Septeoohcr 30, 201 7). If approved at the HFA board meeting on Novemher9. 2016. MOOCO's next qii3IIerly schedule )Xlyment will be due on Decemb..-r 31.2017.

Thank )'Ou in nc.tvance for your conssdcr:u.ion.

401 NW 9th Avf'nur I f:ort Uluderd.llf!, Fl I 't':l)ll

Phon•· (954) 767-9919 I hx· (Q'>4) ~?2-2423

WWW.M J"''OUVE ORG

Memorandum Date: Tuesday, October 04, 2016 To: HOPWA Sub-Recipient’s From: Mario DeSantis, Housing Administrator Re: Department of Housing and Urban Development (HUD) Fiscal Year 2017

Awards

On Friday July 29, 2016, the President of the United States signed into Law H.R. 3700, the Housing Opportunity Through Modernization Act of 2016. The law includes the HOPWA formula change to determine HOPWA funding allocations beginning for Fiscal Year 2017. In an effort to align with the Centers of Disease Control (CDC) and Health Resources and Services Administration (HRSA) funding allocation methodology, the Housing Opportunities for Persons with HIV/AIDS (HOPWA) formula has been modernized to better reflect the current understanding of HIV/AIDS and ensure that funds are directed in a more equitable and effective manner. The Modernization Act includes a new formula that will distribute HOPWA funds based on the current population of HIV-positive individuals, fair market rents, and poverty rates in order to target funds to areas with the greatest need.

At the United States Conference on AIDS, Housing and Community Development (HCD) staff (Mario DeSantis) had the opportunity to speak with The Office of AIDS Housing Director. We were advised of the following:

The HUD budget has not been approved for the entitlement programs (this is not unusual for CDBG, HOME or HOPWA).

The request for an additional $22 million in HOPWA funding to implement hold harmless has not been approved. The hold harmless ensures no Grantee recipient receives more than a 10% increase or 5% decrease to their HOPWA award.

Congress could do a continuing resolution and the HOPWA formula would be implemented with a “no hold harmless” clause, thus reducing the anticipated HOPWA funds nationally.

Commission Memorandum 16-132 Page Two

Impact To The City’s Entitlement Programs (CDBG, HOME and HOPWA)

The HOPWA federal award may be reduced by $800,000 this year.

The City may not receive the award notice or final decision from HUD until December 2016 or January 2017.

If there is a delay in getting funding commitments from HUD, the City may not be able to begin reimbursing CDBG, HOME or HOPWA sub-recipients until the January - March 2017.

As the Federal Government works through the funding determinations (based on the Housing Opportunity Through Modernization Act of 2016), there could be a delay in providing timely HOPWA reimbursements, which could create a financial impact on the sub-recipients. Therefore, HOPWA sub-recipients need to be prepared that reimbursement could take up to six (6) months and the sub-recipients may need to make financial arrangements to cover the cost until reimbursements can be processed for payment. City staff will be discussing this issue with the Community Services Board (CSB) in October 10, 2016 meeting, the CSB serves as the City’s HOPWA Advisory Board. Once a recommendation has been provided by the CSB, staff will bring forward recommendations to the City Commission for discussion and final approval.

Housing Finance Authority of Broward County November 9, 2016 – Board Meeting

Mount Olive Development Corporation (MODCO)

MODCO is requesting a payment extension for the next four quarterly payments on the HFA loan (dates are December 2016, March 2017, June 2017 and September 2017) due to a delay in the Federal Budget Process of the Housing and Urban Development Division.

Background

MODCO is a non-profit organization formed under the laws of the State of Florida exclusively for religious, charitable, scientific, literary and educational purposes. MODCO’s mission is to revitalize the low and moderate income communities within Broward County by providing affordable housing, social services and job opportunities.

MODCO owns a building used to house low to moderate income tenants who have been diagnosed with HIV/AIDS.

MODCO had two separate loans with the HFA which have been consolidated into a single loan.

One loan was originated on August 21, 1997 in the amount of $75,000. This was originally a balloon note at 0% interest, due in full on August 20, 2002. The note was secured by real property located at 1425 NW 6 Street in Fort Lauderdale.

The second note was originated on July 21, 2002 in the amount of $400,000. This was a balloon note at 0% interest, due in full on July 20, 2005. This note was secured by real property located at 535 NW 15 Terrace in Fort Lauderdale.

Restructuring of the two notes described above was approved by the HFA board on July 8, 2004. The terms of the restructured note in the original amount of $400,000, included: an interest rate of 0% and quarterly payments of $5,000. (the “2004 Restructured Note”) On September 24, 2009 staff received a letter from the President/CEO of MODCO, Reverend Rosalind Osgood, requesting $88,000 for renovations to a mixed used apartment building. MODCO requested an $88,000 increase in the principal amount of the 2004 Restructured Note and an extension of the maturity date from December 31, 2011 to March 31, 2018. On October 9, 2009, the HFA Board approved MODCO’s request and the Mortgage and Promissory Note were modified accordingly. (Attachments 1 and 2).

Present Situation On October 20, 2016 staff received a letter from the CEO/President of MODCO, Dr. Rosalind Osgood, requesting a payment extension which is necessary due to delayed funding of the HOPWA Grant for Fiscal year 2017, which in turn was due to a delay in the Federal Budget Process of the Housing and Urban Development Division. Dr. Osgood has requested: a payment extension for the next four quarters (December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017). If approved, MODCO’s next quarterly scheduled payment will be due on December 31, 2017. The current outstanding loan balance is $236,156.30, and September 30, 2016 payment will be paid on or before December 30, 2016 (Attachment 3). Staff Recommendation Staff recommends approval of the extension/modification to the MODCO loan. MODCO has met their payment requirements to date and requested to pay September 30th quarterly payment on or before December 30, 2016. The project continues to be one that Staff finds adds value to the affordable housing stock and neighborhood in general. Attachments 1. Renewal Promissory Note – December 15, 2009 2. Modification and Extension of Mortgage – December 15, 2009 3. MODCO letter dated October 20, 2016 (Including HUD Memorandum)


MULTI-FAMILY HOUSING BOND PROGRAM

APPLICATION FOR P ROPOS ED PROJECT

1. DEVELOPER INFORMATION

A. Developer’s Name: Lincoln Avenue Capital LLC

B. Developer’s Mailing Address: 595 Madison Avenue Suite 1601, New York, NY 10022

C. Developer’s Telephone/Fax #: (212) 554 - 2319

D. Contact Person(s): Jonathan (“Yoni”) Gruskin

E. Contact Persons E-Mail Address: [email protected]

F. (i) Name of Entity Owning Project (for inclusion in Inducement Resolution):

Praxis Preservation, L.P.

(ii) Type of Entity, with applicable State of formation (e.g. Florida Limited Partnership,

New York Corporation): Florida Limited Partnership

(iii) Attach copy of Entity’s Certificate in Good Standing from State.

2. PROJECT INFORMATION

A. Project Name: Praxis at Deerfield Apartments

B. Project Address: 1450 FAU Research Park Blvd, Deerfield Beach, FL 33441

C. Description of Location: Located on FAU Research Park Blvd and SW 15th St.; In close proximity to

Interstate-95 and SW 10th St.

D. Type of Project: ( ) New Construction (X) Rehabilitation

E. Number of Acres: 8.3 Acres

F. Type of Building: (X) Detached ( ) Semi-detached ( ) Town home

(X) Walk-up ( ) Elevator

G. Number of Stories: 2 and 4 Units per Building: 32 (average)

H. Number of Units: 224 Total Number: 224

# of Studio: # of 2 Bedroom: 32

# of 1 Bedroom: 192 # of 3 Bedroom:

Other:

I. Describe Planned Amenities: Leasing office, clubhouse, swimming pool, hot tub, picnic area with BBQ

grills, 10 Central laundry facilities, pet park, shuffleboards, car care area, and community room.

J. Est. Total Construction Cost: $ 5,551,000 Cost per Unit: $ 24,781

K. Est. Construction Start Date: 03/01/2017 Completion Date: 03/01/2018

3. STATUS INFORMATION

A. Status of Site Contro l/Acqu isition : Executed Purchase and Sale Agreement

B. What is current zoning?----'RM=.:...-.:.1 :::_5 _____________________ _

C. Status of Site Plan Approval:---'T-=B'-"D'------------------------

D. Status of Plattin g:__::C::..::o:.:..:m~l e::..:t~ed::..:.· ____________________ _

4. FINANCING INFORMATION

A. Amount of Bond Financing Requested$,~2~o~o~o!!<o~.o~o~o~---------------

Taxable Amount $_,0'----------------------------

Tax-Exempt Amount $,_,2"""0""0""0"""0""0""0"""0'-----------------------

B. Credit Enhancement Lnformation, if applicable:

(i) Lender's Name Jones Lang LaSalle Multifamil y. LLC

(i i) Address 625 W. Co llege Street

(iii) Phone Number_C...,8:...:.1_,_7)"--'3""1"""0"""5""8"'0""0 ___________________ _

(iv) Contact Person Timoth y R. Leonhard (International Director)

( v) Has ·it been finalized?(gi ve status )--"L"'O""I""'i""s_,a""tta.,c""h""e,d.,__ _____________ _

(vi) Fixed Rate or Variable Rate (describe)_ F'--'i'"'x""ed,__ _______________ _

5. OTHER lN FORMATION (optional) ____________________ _

6. UNDERSTANDING OF BOND POLICIES

I, Jonathan A. Grusk in , representing Praxis Preservation. L.P. have read and understand the Polici es and Procedures for the Multi-Family Housing Bond Program of the Housing Finance Authority of Broward County, Flor id a (the ' 'HF A").

JvM L u. L __,_\ D__._,/ S,_,_ll_(JJ ----'---~ature Date

Norman.Ho~ard . . .. . . · · .. · .. ..•.. . . .·.· · .. · .. ·• · .. · ·.·.· Browatd County "' Housing Finance Authority

·1.10NE 3rdstreet, 3r(l .F16or .Fort Lauderdalei. RL 33301

DearMr.Howard:. -~ . ' - . ,' ; . . . ' . - . . . -' . : ·:: .. : '. ." .· ;· . --·

. .

. • ·10/10/16

I V\Je hereby ·formally reque~f that Broward . County Housing Finah.ce AuthoritY . . issue; a .. boncf .indUcement resolution ·for Praxis Preservation, LP .. ··ina not-toexceed amounfof$2o;ooo,ooo, The proceeds.ofthe. bond issue will go to the

· acql.Hsition I rehabilitation ofPraxis of Deerfield ·aeach 1 &,. U, . a 224;.unit multi~ family .rental< comllluQity .... located at 1450 .FAU Research Park Boulevard,

· Deerfield Beach; FL 33441. · ··

we·als6 requestthatthe .. er()ward County HFA proceed .in. scheduling a iEt=RA .· he.aring. · · · .· · ·

"We are simultarleously paying the authority the foUOVI!ilig 'fees: . ; '• ' • • '•- '' •• I • .· • • '

• Application Fee: ·.

·• · Inducement Fee: . • l>ublic A~adng Fee:

tOtAL

Regards,

···~··e Yor1i Gruskin

Managing Oire~tor . Lincoln.AvenueCapital ·+1 (212) 554:.2319 yoni@linC:olnaveeap:com ·

$500 $1,500

· ·.·. ·. $5.soo···

Resolution No. 2016-_______

A meeting of the Housing Finance Authority of Broward County, Florida was held

at 5:30 P.M. on November 9, 2016, at the offices of the Housing Finance Authority of

Broward County, Florida, 110 Northeast Third Street, Suite 201, in the City of Fort

Lauderdale, Florida.

Present:

Absent:

* * * * *

Thereupon, introduced the following resolution which

was read:

A RESOLUTION OF THE HOUSING FINANCE AUTHORITY OF BROWARD COUNTY, FLORIDA (THE “HOUSING FINANCE AUTHORITY”) DECLARING ITS OFFICIAL INTENT TO ISSUE MULTIFAMILY HOUSING REVENUE BONDS (THE “BONDS”) OF THE HOUSING FINANCE AUTHORITY TO FINANCE ALL OR A PORTION OF THE COST OF THE ACQUISITION, REHABILITATION AND EQUIPPING OF CERTAIN MULTIFAMILY HOUSING FACILITIES (PRAXIS AT DEERFIELD APARTMENTS) LOCATED WITHIN BROWARD COUNTY, FLORIDA, AND OTHER RELATED PURPOSES; APPROVING THE ISSUANCE OF THE BONDS, SUBJECT TO CERTAIN FURTHER FINDINGS AND CONDITIONS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Housing Finance Authority of Broward County, Florida (the

“Housing Finance Authority”), is empowered under (i) the laws of the State of Florida,

including the Florida Housing Finance Authority law, Florida Statutes, Sections 159.601

through 159.623 (the “Act”), and (ii) Ordinance 79-41 enacted by the Board of

Commissioners (the “Board”) of Broward County, Florida (the “County”) on June 20, 1979,

as amended, to issue multifamily housing revenue bonds;

2

WHEREAS, the Housing Finance Authority is authorized under the Act to issue its

revenue bonds for the purpose of paying the cost of a “qualifying housing development”

within the meaning of the Act which includes the acquisition, rehabilitation and equipping

of multifamily housing developments;

WHEREAS, the Housing Finance Authority has been requested by Lincoln Avenue

Capital, LLC, or an entity related to such limited liability company (the “Developer”) to

declare its official intent with respect to the issuance of its multifamily housing revenue

bonds in one or more series pursuant to the Act, in the expected maximum principal

amount of $23,000,000 (the “Bonds”), to finance the cost of the acquisition, rehabilitation

and equipping of a multifamily housing project, known as “Praxis at Deerfield

Apartments,” consisting of approximately 224 units located in Deerfield Beach, Florida

and to be owned by a company to be determined, its assigns or a related party

(collectively, the “Project”); and

WHEREAS, such declaration is required pursuant to certain federal income tax

regulations in order for the Developer to be able to reimburse itself from proceeds of the

Bonds for capital expenditures it may make with respect to the Project prior to the

issuance of the Bonds.

NOW, THEREFORE, BE IT RESOLVED by the Housing Finance Authority, as

follows:

SECTION 1. Declaration of Findings. The Housing Finance Authority hereby finds,

determines and declares the matters hereinabove set forth.

SECTION 2. Intent to Issue. The Housing Finance Authority hereby declares its

official intent to issue, pursuant to the Act, multifamily housing revenue bonds, in one or

3

more series, of the Housing Finance Authority in the expected maximum principal amount

of $23,000,000. The Housing Finance Authority retains the right to determine, in its sole

discretion, whether sufficient bond allocation is available for the purpose of tax-exempt

financing for the Project. The issuance of the Bonds is further subject to the conditions

set forth below.

SECTION 3. Prior Conditions. Prior to the issuance of the Bonds, the Developer

and the Housing Finance Authority must satisfy all requirements of the Act with respect

to the issuance of the Bonds, including but not limited to the approval of the Project as a

“qualifying housing development” under the Act, and all other requirements in order for

the interest on the Bonds, when and if issued, to be excluded from the gross income of

the owners thereof for federal income tax purposes.

SECTION 4. Public Hearing Authorized. The staff of the Housing Finance

Authority is authorized to publish the notice of the Tax Equity and Fiscal Responsibility

Act (“TEFRA”) Hearing (as defined below) in The Sun Sentinel and to conduct the public

hearing required by Section 147(f) of the Internal Revenue Code of 1986, as amended

(the “Code”) prior to the issuance of the Bonds (the “TEFRA Hearing”).

SECTION 5. County Approval. Additionally, prior to the issuance of the Bonds, the

Bonds must be approved by the Board of County Commissioners of Broward County,

Florida (the “Board”), in accordance with and for purposes of Section 147(f) of the Code.

SECTION 6. Declaration of Official Intent. This Resolution constitutes official

intent under Treasury Regulations Section 1.150-2 and any amendments thereto, for

reimbursement from bond proceeds of temporary advances made by the Developer for

purposes of the Project prior to the issuance of the Bonds.

4

SECTION 7. Scope of Approval. It is expressly stated and agreed that the

adoption of this Resolution is not a guaranty, express or implied, that the Housing Finance

Authority shall approve the closing and issue the Bonds, or any portion thereof, for the

Project. The Developer shall hold the Housing Finance Authority and its past, present

and future members, officers, staff, attorneys, financial advisors and employees harmless

from any liability or claim based upon the failure of the Housing Finance Authority to close

the transaction and issue the Bonds or any other cause of action arising from the adoption

of this Resolution, the processing of the financing for the Project, or the issuance of (or

decision not to issue) the Bonds.

SECTION 8. Resolution Effective. This Resolution shall take effect immediately

upon its passage.

[Remainder of page intentionally left blank]

5

Upon motion of _______________________________, seconded by

_______________________, the foregoing Resolution was adopted by the following

vote:

Ayes:

Noes:

STATE OF FLORIDA ) ) SS: COUNTY OF BROWARD )

I, Jacqueline Paige Browne, Secretary of the Housing Finance Authority of

Broward County, Florida, do hereby certify that the foregoing is an accurate copy of the

resolution of the Housing Finance Authority adopted at a meeting held on November 9,

2016, as set forth in the official minutes of the Housing Finance Authority, relating to the

multifamily housing revenue bonds for the financing of Praxis at Deerfield Apartments.

I DO HEREBY FURTHER CERTIFY that said meeting was duly called and held in

accordance with Chapter 286, Florida Statutes.

WITNESS my hand and the corporate seal of said Housing Finance Authority, this

9th day of November, 2016.


By: Jacqueline Paige Browne, Secretary

[SEAL]

Housing Finance HFA of Broward County November 9, 2016 – Board Meeting

Multifamily Bonds - Action Item Request approval of an Inducement Resolution and authorization to: a) hold a TEFRA Hearing for a multifamily development referred to as Praxis at Deerfield Apartments, and b) publish all appropriate notices for the TEFRA Hearing, subject to HFA receipt of all applicable fees. Background

1. On October 5, 2016, the HFA received a multifamily bond application and a $500.00 application fee from Lincoln Avenue Capital LLC (the “Developer”) pertaining to the acquisition and rehabilitation of a 224-unit development, Praxis at Deerfield Apartments (the “Development”). (Attachment I)

2. The HFA has $87,471,890 of 2015 multifamily carryforward allocation available to fund the Development.

Present Situation

1. On October 10, 2016, the HFA received correspondence from the Developer requesting: a) inducement of the Development and b) that the HFA proceed with the scheduling of the public hearing (“TEFRA Hearing”). (Attachment II)

2. The HFA received the $1,500 Inducement Fee and $5,500 Public Hearing Fee on October 10, 2016.

3. Bond Counsel and a Credit Underwriter have been assigned to the transaction. 4. Subsequent to the original application, the Developer requested that the

maximum tax exempt bond amount be increased to $23,000,000 and that the Inducement Resolution, TEFRA Notice and TEFRA Hearing reflect the same.

5. The Inducement Resolution (incorporating authorization to hold the TEFRA Hearing) in an amount not to exceed $23,000,000 is attached. (Attachment III)

6. As the Bond Inducement is administrative, the Inducement will not require Broward County Board of County Commissioners (“BOCC”) action.

7. The TEFRA Hearing will require ratification by the BOCC. 8. The Developer expects the transaction to close within the first quarter of 2017.

Recommendation

1. Approve the Inducement Resolution. 2. Provide authorization for HFA staff and professionals to:

a. Publish all appropriate notices for the TEFRA Hearing, and b. Hold a TEFRA Hearing for a multifamily development referred to as Praxis

at Deerfield Apartments.

Attachments

I. Multifamily Bond Application II. Developer Correspondence – Received October 10, 2016 III. HFA Inducement Resolution

Housing Finance Authority of Broward County

November 9, 2016, Board Meeting

Elections of New Officers of the HFA for Calendar Year 2017 Staff is requesting the Board to elect a member for each of the following positions for calendar year 2017, effective January 2, 2017:

Chair

Vice-Chair

Secretary

Assistant Secretary Current Officers are:

Chair - Milette Thurston

Vice-Chair - Ruth T. Cyrus

Secretary - Jacqueline Paige Browne

Assistant Secretary - Colleen LaPlant

Housing Finance Authority of Broward County November 9, 2016 Board Meeting

Conference and Meeting Dates for Year 2017 The National Association of Local Housing Finance Agencies (NALHFA) Spring Educational Conference is scheduled for April 26-29, 2017, at the Park Central Hotel located in the Union Square area of San Francisco, CA. The Florida Association of Local Housing Finance Authorities (Florida ALHFA) Conference is scheduled for July 12-15 2017, at the One Ocean Resort Hotel in Atlantic Beach, Florida. Historically, the Housing Finance Authority (HFA) Board has met on the second Wednesday of each month. As discussed at the October, 2016 HFA Board meeting, the monthly fiscal information is now required to be posted on the HFA website seven (7) days prior to the board meeting. This would either result in the information being provided one (1) month after availability or the HFA would need to reschedule it’s meeting to the third Wednesday of each month. Staff is proposing the following two options for HFA Board meeting dates for Calendar Year 2017:

Option 1 – Second Wednesday of each month (Fiscal information to be provided one (1) month after availability)

January 11, 2017 July 2017 (Recess, No HFA Meeting) February 8, 2017 August 9, 2017 March 8, 2017 September 13, 2017 April 12, 2017 October 11, 2017 May 10, 2017 November 8, 2017 June 14, 2017 December 13, 2017

Option 2 – Third Wednesday of each month (Fiscal information to be provided on schedule)

January 18, 2017 July 2017 (Recess, No HFA Meeting) February 15, 2017 August 16, 2017 March 15, 2017 September 20, 2017 (Rosh Hashanah) April 19, 2017 October 18, 2017 May 17, 2017 November 15, 2017 June 21, 2017 December 20, 2017

2016 MULTIFAMILY HOUSING BOND TRANSACTIONS – NOVEMBER UPDATE

HFA RANKING 1 2 3

PROJECT NAME

The Palms of Deerfield

Apartments

St. Elizabeth Gardens

Praxis at Deerfield Apartments

PROJECT LOCATION

425 NW 1st Terrace

Deerfield Beach, FL 33441

801 NE33rd Street

Pompano Beach FL 33064

1450 FAU Research Park Blvd.

Deerfield Beach, FL 33441

DEVELOPER

Deerfield Beach Family Empowerment,

Inc., an entity affiliated with the “Housing

Authority of the City of Deerfield Beach”

St. Elizabeth Gardens Development,

LLC

Lincoln Avenue Capital LLC

PROFESSIONAL TEAM

Lead Underwriter

Bond Counsel

Credit Underwriter (“CU”)

TBD

Nabors, Giblin & Nickerson

TBD

TBD


TBD

RBC Capital Markets


First Housing

BOND AMOUNTS

Bond Amount/Original Req.

Revised Request

C U Recommendation

$7,250,000

$10,000,000

TBD

$13,000,000

N/A

TBD

$20,000,000

$23,000,000

TBD

TEFRA & Inducement

TEFRA/Inducement Amount

Date of TEFRA Hearing

Date of HFA Approval

Date of BOCC App. TEFRA

Date of HFA Inducement

Date of BOCC Approval Cust.

Agreement

TBD

TBD

TBD

TBD

June 8, 2016

N/A

TBD

TBD

TBD

TBD

TBD

N/A

$20,000,000

TBD

TBD

TBD

November 9, 2016 (Pending)

N/A

ALLOCATION

Allocation Approved by HFA

$10,000,000 (06-08-2016)

$20,000,000 (11-9-2016/Pending)

TRANSACTION STATUS See Note #1 See Note #2 See Note #3

Note #1:

Application to fund Palms at Deerfield Beach in the 2016 allocation cycle was submitted to the HFA on October 29, 2015. The financing is expected

to fund the acquisition and rehabilitation of 100 units of affordable housing in Deerfield Beach. The HFA approved and induced the project at its

board meeting on June 8, 2016, such acceptance effectively ranking it to receive tax-exempt bond allocation and/or carryforward in 2016.

Note #2:

Application to fund St. Elizabeth Gardens in the 2016 allocation cycle was submitted to the HFA on June 21, 2016. The financing is expected to

fund the acquisition and rehabilitation of 151 units of affordable housing in Pompano Beach.

Note #3:

Application to fund Praxis at Deerfield Apartments in the 2016 allocation cycle was submitted to the HFA on October 5, 2016. The financing is

expected to fund the acquisition and rehabilitation of 224 units of affordable housing in Deerfield Beach. The Developer has paid the HFA’s

Application Fee, Inducement Fee and Public Hearing Fee. The HFA will consider an Inducement Resolution (including authorization to hold a

Public Hearing) at its board meeting on November 9, 2016.