MOTION TO ADOPT Resolution, the title of which is as follows:
49.
A Resolution of the Board of County Commissioners of Broward County,
Florida, authorizing the issuance by the Housing Finance Authority of
Broward County, Florida (the “HFA”) in the aggregate amount not to exceed
$19,000,000 of its Multifamily Housing Revenue Bonds, Series 2023 (The
Palms of Deerfield Townhomes) (the “Senior Bonds”) and its subordinate
Multifamily Housing Revenue Note, Series 2023 (The Palms of Deerfield
Townhomes) (the “Subordinate Note” and, together with the Senior Bonds,
the “Bonds”) for the purpose of financing the acquisition, rehabilitation, and
equipping of The Palms of Deerfield Townhomes located in Broward
County, Florida (the “Project”); establishing parameters for the award of the
sale thereof and establishing criteria for determining the terms thereof,
including interest rates, interest payment dates, maturity schedule, and other
terms of such Bonds; approving the forms of and authorizing the execution
and delivery of the following documents in connection with (i) the Senior
Bonds: (a) a Trust Indenture by and between the HFA and The Bank of New
York Mellon Trust Company, N.A., as Trustee (the “Trustee”); (b) a Loan
Agreement by and between the HFA and The Palms of Deerfield
Townhomes, LLC (the “Borrower”); (c) a Land Use Restriction Agreement by
and among the HFA, the Trustee, and the Borrower (the “Land Use
Restriction Agreement”); (d) a Bond Purchase Agreement by and among the
HFA, the Borrower, and Raymond James & Associates, Inc. (“Raymond
James”) and RBC Capital Markets, LLC (“RBC”), as Bond Purchaser
(collectively, the “Purchaser”); (e) a Trustee Fee Agreement by and between
the HFA and the Trustee (the “Trustee Fee Agreement”); and (f) a Collateral
Funds Agreement by and among the HFA, the Borrower, the Trustee, and
Citibank, N.A., as Construction Lender, and (ii) the Subordinate Note: (a) a
Subordinate Loan Agreement by and between the HFA and the Borrower;
(b) the Land Use Restriction Agreement; (c) an Assignment of Subordinate
Mortgage and Subordinate Loan documents by the HFA to The Palms of
Deerfield Beach, LP (the “Leasehold Owner”); (d) a Placement Agent
Agreement by and between the HFA and Raymond James and RBC, as
Placement Agents and consented to by the Borrower; and (e) the Fiscal
Agent Fee Agreement; approving and authorizing the execution and delivery
by the HFA of certain additional agreements, instruments, certifications and
affidavits necessary or desirable in connection with the issuance of the
Bonds; authorizing the negotiated sale of the Senior Bonds to the Purchaser
pursuant to the Bond Purchase Agreement; authorizing the appointment of a
Bidding Agent pursuant to the Bond Purchase Agreement; authorizing the
preparation and distribution of a Preliminary Official Statement for the
Senior Bonds and authorizing the preparation, distribution, and execution of
a final Official Statement in connection with the offering and sale of the
Senior Bonds; authorizing the negotiated sale of the Subordinate Note to the
Leasehold Owner pursuant to the Subordinate Loan Agreement; authorizing
the appointment of a Trustee, Paying Agent, and Registrar of the Bonds;
authorizing the HFA to consent to the Borrower placing subordinate
financing on the project and approving the execution of such agreements as
