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HomeMy WebLinkAboutResolution No. 2023-42COUNTY COUNCIL COUNTY OF KAUA'! 3Resolution No. 2023-42 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE MULTIFAMILY HOUSING REVENUE NOTES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED TWENTY-FIVE MILLION DOLLARS ($25,000,000) FOR THE PURPOSE OF MAKING A LOAN TO PROVIDE FINANCING TO LIMA OLA FAMILY PARTNERS LP, A HAWAI'I LIMITED PARTNERSHIP, FOR THE ACQUISITION, CONSTRUCTION AND DEVELOPMENT OF MULTIFAMILY RENTAL HOUSING; DETERMINING AND PRESCRIBING CERTAIN OTHER MATTERS RELATING THERETO AND APPROVING AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS AND AGREEMENTS WHEREAS, pursuant to the provisions of Sections 46-15.1 and 46-15.2 and Chapter 49, Hawai'i Revised Statutes, as amended, the County of Kaua'i (the "County") is authorized to issue bonds and other obligations to provide moneys to make mortgage loans available to assist in providing affordable housing; WHEREAS, Lima Ola Family Partners LP, a Hawai'i limited partnership (the "Borrower"), has applied to the County for a mortgage loan (the "Loan") to assist the Borrower for the purpose of the acquisition, construction and development of multifamily rental housing to contain 85 units, consisting of (i) 40 units for seniors, referred to as "Lima Ola Kupuna" (the "Senior Project") and (ii) 45 units (including one manager's unit) for families, referred to as "Lima Ola Family" (the "Family Project" and, together with the Senior Project, collectively, the "Project"), located in Ele'ele, in the County, on land leased to the Borrower pursuant to a ground lease between the County and the Borrower in respect of each of the Senior Project and the Family Project; and WHEREAS, to provide moneys to make the Loan to the Borrower to assist the Borrower in acquiring, constructing and developing the Project, the County Council of the County (the "Council") has determined to authorize the execution and delivery of one or more multifamily housing revenue notes, in one or more series, in an aggregate principal amount not to exceed twenty-five million dollars ($25,000,000) (collectively, the "Note"), and to pledge the revenues from the repayment of the Loan to the repayment of the Note; 1 BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF KAUA'I, STATE OF HAWAI'I: SECTION 1. Finding and Determination. It is hereby found and determined that it is necessary and desirable for the County to provide a loan through the execution and delivery of the Note for the purpose of assisting the Borrower in acquiring, constructing and developing the Project. SECTION 2. Authorization of the Note. To provide moneys with which to make the Loan, there is hereby authorized the execution and delivery of the Note in an aggregate principal amount not to exceed twenty-five million dollars ($25,000,000). The Note shall have a final maturity date not exceeding 30 years from the date of execution and delivery thereof. Principal of and interest on the Note shall be payable in lawful money of the United States of America. In accordance with and subject to the provisions of this resolution, the Director of Finance of the County (the "Director of Finance") is hereby authorized to determine the form, dated date, interest rate or rates or manner of determining the interest rate or rates from time to time, interest payment dates, due dates for principal, prepayment provisions and all other details of the Note, subject to such specific limitations as are provided in this resolution and applicable law. The Note shall be a special obligation of the County and shall be payable, and the obligations of the County under the Pledge and Assignment (as hereinafter defined) shall be paid and satisfied, solely from the rents, revenues, receipts and other assets derived from or related to the Loan, as more fully provided in the Pledge and Assignment. The Note shall not be a general or moral obligation of the County or a charge on the general fund of the County, and the full faith and credit of the County are not pledged to the payment of the principal and interest thereof. SECTION 3. Execution and Form of Note. The Note shall be lithographed or engraved, shall bear the manual signature of the Director of Finance (or Deputy Director of Finance) and be countersigned with a lithographed or engraved facsimile of the signature of the Mayor, and shall be sealed with the seal or a lithographed or engraved facsimile seal of the County; provided, however, the Director of Finance may provide for the Note to be issued in typewritten, printed or other reproduced form and that the signature of the Mayor may be a manual signature. Notwithstanding the foregoing, all signatures of officials of the County may be facsimiles of such signatures if the Director of Finance has designated a registrar, and the fully registered Note shall be certified or authenticated by the manual signature of an authorized official or signatory of such registrar. The Note shall contain a recital setting forth that it is executed and delivered pursuant to Chapter 49, Hawai'i Revised Statutes, as amended. SECTION 4. Execution and Delivery of Note. The Director of Finance is authorized to provide for the execution and delivery of the Note to First Hawaiian Bank, as funding lender under the Pledge and Assignment and as agent of the 2 Governmental Lender under the Agency Agreement (as applicable, the "Agent" and the "Funding Lender"), in a private placement transaction, upon such terms and conditions as the Director of Finance determines, subject to the specific limitations as are provided in this resolution and applicable law. SECTION 5. Approval of Agency Agreement. To Authorize the Agent to enter into, execute, deliver and perform under the Pledge and Assignment and the Loan Agreement between the Agent and the Borrower, to advance the proceeds of the Governmental Lender Note to fund the Loan, to service and administer the Loan and otherwise to act on behalf of the Governmental Lender as and to the extent contemplated by the Pledge and Assignment, the Director of Finance is hereby authorized and directed to execute and deliver an Agency Agreement between the County and the Agent (herein, the "Agency Agreement"). Such Agency Agreement shall be in substantially the form thereof presented at this meeting, with such changes as the Director of Finance may approve, the execution thereof to constitute conclusive evidence of such approval of all such changes. SECTION 6. Approval of Pledge and Assignment. To provide for the details of and to prescribe the terms and conditions upon which the Note is to be executed, delivered and secured, the covenants and representations of the County with respect to the Note and the terms and conditions upon which the Loan to be financed with proceeds of the Note is to be made, the Director of Finance is hereby authorized and directed to execute and deliver a Pledge and Assignment from the County and the Agent to the Funding Lender (herein, the "Pledge and Assignment"). Such Pledge and Assignment shall be in substantially the form thereof presented at this meeting, with such changes as the Director of Finance may approve, the execution thereof to constitute conclusive evidence of such approval of all such changes. SECTION 7. Approval of Regulatory Agreement. To establish the regulations concerning the development, use and operation of the Project by the Borrower, the Director of Finance is hereby authorized and directed to execute and deliver a Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") between the County and the Borrower, in substantially the form of such Regulatory Agreement presented at this meeting, with such changes as the Director of Finance may approve, the execution thereof to constitute conclusive evidence of such approval of all such changes. SECTION 8. Prior Actions Ratified and Confirmed. The actions of the officials of the County in doing any and all acts necessary in connection with the execution, delivery and sale of the Note and the making of the Loan are hereby ratified and confirmed. SECTION 9. Further Actions Authorized. The proper officials, agents and employees of the County are hereby authorized, empowered and directed to do all such acts and things and to execute and deliver all such documents, including but not limited to a tax certificate, loan related documents, an assignment of deed of trust, an endorsement, allonge or assignment of any note and such other documents as described in the Pledge and Assignment and the other documents herein 3 approved, as may be necessary or desirable in connection with the execution and delivery of the Note and the making of the Loan, including impressing the seal of the County on any document or instrument and attesting the same. The Director of Finance shall be entitled to consult with the County Attorney in connection with any matter delegated to the Director of Finance by this resolution. SECTION 10. Conflicting Resolutions Repealed. All prior resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby superseded, amended and/or replaced by the terms of this resolution. SECTION 11. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any remaining provisions of this resolution. SECTION 12. Effective Date. This Resolution shall take immediate effect from and after its adoption this 26th day of April 2023. Introduce~~q~ KIPUKAI KUALI'I (By Request) V:\RESOLUTIONS\2022-2024 TERM\Resolution -County of Kauai Lima Ola 2023 3-30 KK_jy.docx §ve 1-!iulo»an QCarbalbo X QCowben X 1JBeQCo»ta X Jkagawa X Jkuali'i X 3R.apo?o X W:otal 6 ;@.av QExcuS'e 3Recullel:I X 0 1 0 Qtertfftcatt C!f)f aboption We berehp certifp tbat 3R.e»olution j/}o. 2023-42 wa» abopteb hp tbe QCouncil of tbe QCountp of Jkaua'i, $late of f!)awai'i, 1Li:bu'e, Jkaua'i, f!)awai'i, on April 26, 2023 QCbairman & ~re»ibing ®fficer Alateb April 26, 2023 4