HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY

Transcription

1 1. CALL TO ORDER Pledge of Allegiance and Reflection Introductions 2. PUBLIC COMMENTS 3. APPROVAL OF MINUTES A. March 7, 2018 minutes B. April 4, 2018 minutes C. April 20, 2018 TEFRA minutes 4. TREASURER S REPORTS A. April General Fund 2. Housing Trust Fund 3. Land Assembly Fund B. March General Fund 2. Housing Trust Fund 3. Land Assembly Fund HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY Board Meeting June 6, :00 pm 315 Court St., 4th Floor, Clerks Large Conference Room Clearwater, FL AGENDA 5. COMMUNICATIONS TO THE AUTHORITY A. Tampa Bay CDC usage report - $200,000 loan B. Clearwater Neighborhood Housing Services usage report - $60,000 loan 6. REPORTS BY STAFF A. HFA Operations and Special Projects Update Kathryn Driver B. Multi-Family Update Kathryn Driver 1. Occupancy Report C. Single Family Update Karmen Lemberg 7. NEW BUSINESS A. Palmetto Pointe 1. Memo 2. Resolution a. Memorandum of Agreement B. Implementation of (2) Florida Statutes 1. Memo 2. Resolution a. Form of Affidavit for Regarding Excise Tax Exemption C Meeting Schedule 8. ADJOURNMENT Upcoming Next Meeting July 3, Court St., 4 th Floor, Clerks Large Conference Room FLALHFA Educational Conference July 11-14, 2018, St. Petersburg Persons are advised that, if they decide to appeal any decision made at this meeting/hearing, they will need a record of the proceedings, and, for such purposes, they may need to ensure that a verbatim record of the proceedings is made, which includes testimony and evidence upon which the appeal is to be based.

2 Clearwater, Florida, March 7, 2018 The Housing Finance Authority (HFA) Board of Pinellas County (as created by the Code of Ordinances of Pinellas County, Section 2-386) met in regular session in the Clerk s Fourth Floor Conference Room, Pinellas County Courthouse, 315 Court Street, Clearwater, Florida, at 3:05 P.M. on this date with the following members present: Casey Cane, Chairman (late arrival) Robyn Fiel, Vice-Chairman Norris E. Counts, Secretary/Treasurer Dennis Long, Assistant Secretary Not Present Steven Beal, Assistant Secretary/Treasurer Also Present Kathryn Driver, Executive Director, HFA Karmen Lemberg, Director of Homeownership Programs and Operations Michael T. Cronin, Attorney, Johnson, Pope, Bokor, Ruppel & Burns, PA Roxanne Amoroso, Bright Community Trust Tom Shelly, Bright Community Trust Frank Wells, Bright Community Trust Debbie Berner, RBC Capital Markets Barbara Clark, Barbara Clark & Company Geoff Harlan, Blue Sky Communities Sheri Harris, Pinellas County Community Development Brianne Heffner, Southport Financial Services, Inc. David Jones, CSG Advisors Joe Lettelleir, Contemporary Housing Alternatives of Florida Jacob Stowers, Contemporary Housing Alternatives of Florida Esther Nichols, The Nichols Group, PA Monique Spotts, Bryant Miller Olive, PA Kevin J. Walker, VanDyk Mortgage Corporation Other Interested Individuals Jenny Masinovsky, Board Reporter, Deputy Clerk 1

3 March 7, 2018 AGENDA 1. CALL TO ORDER Reflection and Pledge of Allegiance 2. PUBLIC COMMENTS 3. APPROVAL OF MINUTES A. None this month 4. TREASURER S REPORTS A. January General Fund 2. Housing Trust Fund 3. Land Assembly Fund 5. COMMUNICATIONS TO THE AUTHORITY A. Tampa Bay CDC Usage Report $200,000 loan B. Clearwater Neighborhood Housing Services Usage Report $60,000 loan 6. REPORTS BY STAFF A. HFA Operations and Special Projects Update Kathryn Driver B. Multi-Family Update Kathryn Driver 1. Occupancy Report C. Single Family Update Karmen Lemberg 7. NEW BUSINESS A. Florida Association of Local Housing Finance Authorities 2018 Conference Sponsorship (Action Item Kathryn Driver) B. Bryant Miller Olive, P.A. Multi-Family Fee Increase Request 1. Memo 2. Request Letter (Action Item Kathryn Driver) C. Woodlawn Trail Apartments 1. Memo 2. Resolution a. Land Trust Agreement b. Ground Lease with Exhibits (Action Item Kathryn Driver) D. Greenway Lofts 1. Memo 2. Resolution a. Land Trust Agreement b. Ground Lease with Exhibits (Action Item Kathryn Driver) 2

4 March 7, 2018 E. Oceanside Estates 1. Memo 2. Resolution a. Land Trust Agreement b. Ground Lease with Exhibits (Action Item Kathryn Driver) F. Annual Financial Audit (Action Item Esther Nichols) 8. ADJOURNMENT CALL TO ORDER Noting that Chairman Cane is en route, Vice-Chairman Fiel called the meeting to order at 3:05 P.M. and asked for a moment of silence and reflection; whereupon, she led the Pledge of Allegiance and, at her request, those in attendance introduced themselves. A sign-in sheet and agenda packet have been filed and made a part of the record. Deviating from the agenda, Vice-Chairman Fiel indicated that the Public Comments item will be postponed until the Chairman s arrival. APPROVAL OF MINUTES NONE Vice-Chairman Fiel indicated that no minutes were available to review. TREASURER S REPORTS APPROVED General Fund January 2018 Mr. Counts presented the HFA General Fund financial statements for the month of January 2018; whereupon, he reviewed the January Cash Roll Report and moved, seconded by Mr. Long, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. Housing Trust Fund January 2018 Mr. Counts presented the HFA Housing Trust Fund financial statements for the month of January 2018; whereupon, he reviewed the January Cash Roll Report and moved, seconded by Mr. Long, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. 3

5 March 7, 2018 Land Assembly Fund January 2018 Mr. Counts presented the Land Assembly Fund financial statements for the month of January 2018; whereupon, he reviewed the January Cash Roll Report and moved, seconded by Mr. Long, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. COMMUNICATIONS TO THE AUTHORITY Tampa Bay Community Development Corporation (CDC) Usage Report $200,000 Ms. Driver related that a monthly report detailing usage of the $200,000 loan with Tampa Bay CDC, utilized to provide down payment and closing cost assistance on behalf of Pinellas County and other participating jurisdictions, is included in the agenda packet. Clearwater Neighborhood Housing Services (CNHS) Usage Report $60,000 loan Ms. Driver indicated that a monthly report detailing usage of the $60,000 loan with CNHS, which is utilized in the same way as the Tampa Bay CDC loan, is included in the agenda packet; and that the two loans referenced on the bottom of the report were recently approved by the County. REPORTS BY STAFF HFA Operations, Special Projects Update, and Multi-Family Program Update Ms. Driver noted that she just celebrated her four-year anniversary with the HFA; whereupon, she reported on the following items: The advertising for Ms. Fiel s position has closed. She has applied for reappointment, and the County Commission will be making a selection at its March 20 meeting. She met with the County Administrator and his staff to discuss the prospect of obtaining additional Land Assembly Fund money in light of the current program s success and fund exhaustion, the inaccessibility of new Penny for Pinellas resources until 2020, and the growing interest by developers to participate in transactions involving the fund. At the request of the County Administrator, she made a presentation at the Board of County Commissioners (BCC) meeting of February 27, discussing HFA accomplishments in 2017 and the projects planned for the future. She indicated that copies of the HFA Annual Housing Trust Fund and HFA Year in Review reports, as well as her presentation and the associated newspaper article, are included in the agenda packet. 4

6 March 7, 2018 Approximately $220 million of State Housing Trust Fund money was redirected toward the State s school safety measures in the wake of the school shooting in Parkland, Florida, leaving $124 million to be shared among the state s various local affordable housing programs. Ms. Driver expressed her disappointment, relating that a large distribution was anticipated by the HFA given the progress made with regard to the Sadowski Education Effort that the HFA supports; and that the HFA will strive for preservation of the fund for affordable housing next year. The bill relating to documentary stamp taxes has gained traction and would provide additional savings to home buyers obtaining loans through the HFA s To Be Announced program. The 2018 Annual Education Conferences for the Florida and National Associations of Local Housing Finance Authorities will occur in May and July, respectively, and she is involved in the planning committee for the national conference, where she will speak about innovative funding sources utilized by the Pinellas County HFA. She requested that those wishing to participate notify Ms. Lemberg of their plans. She provided a brief update regarding the HFA correspondence with Bright Community Trust (BCT), including the HFA demand letter for inspection of documents and BCT s response, indicating that the letters are included in the agenda packet; that Attorney Cronin would discuss the matter later in the meeting; and that BCT representatives are present in the audience. The occupancy report for the multifamily projects is included in the agenda packet. In response to comments by Mr. Counts concerning mold remediation at the Stone Creek property, Ms. Driver indicated that she has made repeated attempts and will continue trying to reach BCT CEO and President Anthony Jones to obtain more information and start remediation; and that the affected building has been secured. Single Family Program Update Ms. Lemberg reported that since the Single Family Program Update memorandum included in the agenda packet was written, two loans were lost and three gained in the Standard program, and 17 loans were added to the Hardest Hit Fund program. Noting the volatility of the marketplace, she indicated that government and conventional loan rates have been adjusted to percent and percent, respectively; whereupon, she related that April is Fair Housing Month, which was the topic of discussion on the March YouTube show, No Place Like Home, linked to the HFA website; and that the next show will be recorded in April and focus on the HOPE Expo. 5

7 March 7, 2018 NEW BUSINESS Florida Association of Local Housing Finance Authorities 2018 Conference Sponsorship Ms. Driver related that the conference presents a great educational opportunity; that the Housing Finance Authority will be hosting the event, which will take place in the City of St. Petersburg; that the HFA has previously provided Platinum Level sponsorship in the amount of $5,000; and that staff recommends the same level of support this year; whereupon, she discussed the benefits such a sponsorship offers the HFA. Mr. Counts moved, seconded by Mr. Long, that the HFA sponsor this year s FALHFA conference at the recommended Platinum Level for a total cost of $5,000. Upon call for the vote, the motion carried unanimously. Bryant Miller Olive, P.A. Multi-Family Fee Increase Request Referring to the letter from Bryant Miller Olive included in the agenda packet, Ms. Driver indicated that the firm is requesting an increase in the fee schedule pertaining to multifamily bond counsel services for future transactions, and Bond Counsel Monique Spotts clarified that multifamily bond transactions have become extremely complex during the last ten years; and that the increase is modest and in line with industry market standards. During discussion and responding to queries by the members, Ms. Spotts explained that multifamily deals involve significant tax analysis; that single-family transaction fees would stay the same; and that the initial request included in the agenda packet and the updated request handed to the members at the meeting, which has been filed and made a part of the record, differ as to the minimum fee amounts. Mr. Cronin noted that the fee increase would be paid by the developers and not the HFA; and that he finds the proposal reasonable; whereupon, Mr. Long moved, seconded by Mr. Counts, that the requested increase be approved. Upon call for the vote, the motion carried unanimously. Woodlawn Trail Apartments RESOLUTION NO OF THE HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA, AUTHORIZING AND APPROVING CERTAIN ACTIONS IN CONNECTION WITH THE WOODLAWN TRAIL APARTMENTS MULTIFAMILY HOUSING PROPERTY TO PROVIDE AFFORDABLE MULTIFAMILY HOUSING IN ACCORDANCE WITH THE DIRECTIVES AND INITIATIVES OF THE PINELLAS COUNTY COMMUNITY HOUSING PROGRAM AFFORDABLE HOUSING LAND ASSEMBLY FUND; 6

8 March 7, 2018 AUTHORIZING THE ACQUISITION OF REAL PROPERTY UTILIZING MONIES FROM THE PINELLAS COUNTY COMMUNITY HOUSING PROGRAM AFFORDABLE HOUSING LAND ASSEMBLY FUND; AUTHORIZING THE CREATION AND FORMATION OF THE PINELLAS COUNTY LAND ASSEMBLY TRUST WOODLAWN TRAIL; AUTHORIZING FUTURE CONVEYANCE AND PURCHASE OF THE SUBJECT PROPERTY TO THE PINELLAS COUNTY LAND ASSEMBLY TRUST WOODLAWN TRAIL; AUTHORIZING A GROUND LEASE AND OTHER RELATED FINANCING DOCUMENTS, INCLUDING A LAND USE RESTRICTION AGREEMENT; DELEGATING AUTHORITY TO IMPLEMENT THESE ACTIONS; AUTHORIZING ADDITIONAL REQUIRED ACTIONS AND PROVIDING AN EFFECTIVE DATE Ms. Driver indicated that the transaction involves a two-step process, whereby the documents associated with the Land Assembly Fund for land acquisition, which are included in the agenda packet, will be considered by the Board today, and financing of the project, next month; that the property is appraised at $1 million and will be purchased with land assembly funds; and that a TEFRA hearing regarding the Woodlawn Apartments Inducement took place last April. Ms. Driver introduced Brianne Heffner, Southport Financial Services, developer in the transaction, who provided background information regarding the project, indicating that the 80-unit new construction apartment complex would replace the current dilapidated properties and hopefully spur neighborhood redevelopment; whereupon, she discussed various sources of funding involved, noting that it will truly be a local effort; and that the Florida Housing Finance Corporation Board will consider full state underwriting for the project at its meeting on March 16. During discussion and responding to queries by the members, Ms. Driver confirmed that the action today would approve the Land Assembly Fund documents, enabling their processing through the County in the interest of a timely closing; that financial documents, including the bond and the note, would be considered at the April meeting of the Board; and that the bond and land trust closing will occur simultaneously; whereupon, Ms. Heffner noted that the closing is tentatively scheduled for April 30. Noting that he is enthusiastic about the possibility that the project would help clean up the area, Mr. Counts moved, seconded by Mr. Long, that Resolution No be approved. Upon call for the vote, the motion carried unanimously. * * * * Chairman Cane entered the meeting at 3:34 P.M. * * * * 7

9 March 7, 2018 RESOLUTION NO OF THE HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA, AUTHORIZING AND APPROVING CERTAIN ACTIONS IN CONNECTION WITH THE GREENWAY LOFTS MULTIFAMILY HOUSING PROPERTY TO PROVIDE AFFORDABLE MULTIFAMILY HOUSING IN ACCORDANCE WITH THE DIRECTIVES AND INITIATIVES OF THE PINELLAS COUNTY COMMUNITY HOUSING PROGRAM AFFORDABLE HOUSING LAND ASSEMBLY FUND; AUTHORIZING THE ACQUISITION OF REAL PROPERTY UTILIZING MONIES FROM THE PINELLAS COUNTY COMMUNITY HOUSING PROGRAM AFFORDABLE HOUSING LAND ASSEMBLY FUND; AUTHORIZING THE CREATION AND FORMATION OF THE PINELLAS COUNTY LAND ASSEMBLY TRUST GREENWAY LOFTS; AUTHORIZING FUTURE CONVEYANCE AND PURCHASE OF THE SUBJECT PROPERTY TO THE PINELLAS COUNTY LAND ASSEMBLY TRUST GREENWAY LOFTS; AUTHORIZING A GROUND LEASE AND OTHER RELATED FINANCING DOCUMENTS, INCLUDING A LAND USE RESTRICTION AGREEMENT; DELEGATING AUTHORITY TO IMPLEMENT THESE ACTIONS; AUTHORIZING ADDITIONAL REQUIRED ACTIONS AND PROVIDING AN EFFECTIVE DATE Ms. Driver and Jacob Stowers, Contemporary Housing Alternatives of Florida, developer in the transaction, provided background information regarding the project, relating that it will be comprised of 28 newly constructed affordable housing apartments and townhomes, designed to encourage redevelopment in the Lealman Community Redevelopment Area district, a County priority area; whereupon, Mr. Stowers provided a brief overview of project financing. Mr. Long stated that while he is concerned about the proposed cost of land per unit being significantly higher compared to other developments when land assembly funds are scarce and will not be available again until 2020, he would still support the project because it is promoted by the County, of which the HFA is an agent and Land Assembly Fund trustee; whereupon, he indicated that he would be opposed to HFA involvement in expending land assembly funds for anything other than acquisition of land for affordable housing, specifically, for demolition or improvements, noting that doing so would be inconsistent with the intent of the Penny for Pinellas infrastructure surtax statute and the ballot language approving the tax for the next ten years. During discussion and responding to comments by Mr. Long, Mr. Stowers pointed out that demolition costs were significantly reduced from the previously quoted amount to approximately $60,000. Sheri Harris, Pinellas County Community Development, provided further details regarding the project and how it meets land assembly fund requirements, and discussed the benefits associated with the County commitment to redevelop the area. She indicated that the County Attorney s Office has opined that the use of land assembly funds for demolition is an eligible cost in order to secure land for new construction; and that such language has been placed in the interlocal agreement between the County and the HFA, and Attorney Cronin indicated that he has contacted attorney Steven Williamson, Johnson, Pope, Bokor, Ruppel & Burns, PA, for clarification. 8

10 March 7, 2018 In response to query by Mr. Counts, Mr. Stowers and Attorney Cronin discussed the developer s history relating to affordable housing construction, and Mr. Counts noted that the organization has done many projects throughout the area. Chairman Cane noted that the Land Assembly Fund amounts referred to in the Agenda Memorandum and proposed resolution differ, and Ms. Driver clarified that $780,000 is the total amount authorized by the County, which includes land acquisition costs of $540,000 and $240,000 for demolition and other costs. She confirmed that the HFA, as trustee of the land trust, would be participating only in land acquisition in the amount of $540,000 plus closing costs; and that the County would handle the demolition and distribute the remaining $240,000 without HFA involvement. Attorney Cronin indicated that he is comfortable with the transaction given the limited role of the HFA, which has historically used land trust vehicles solely for land acquisition and related closing costs; whereupon, he and Mr. Long requested that Ms. Harris provide written information from the County Attorney s Office regarding the basis for including demolition as an allowable cost under the Land Assembly Penny for Pinellas fund. Thereupon, Mr. Counts moved, seconded by Ms. Fiel, that Resolution No be approved subject to Attorney Cronin obtaining the above-requested information. Upon call for the vote, the motion carried unanimously. Oceanside Estates RESOLUTION NO OF THE HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA, AUTHORIZING AND APPROVING CERTAIN ACTIONS IN CONNECTION WITH THE OCEANSIDE ESTATES MULTIFAMILY HOUSING PROPERTY TO PROVIDE AFFORDABLE MULTIFAMILY HOUSING IN ACCORDANCE WITH THE DIRECTIVES AND INITIATIVES OF THE PINELLAS COUNTY COMMUNITY HOUSING PROGRAM AFFORDABLE HOUSING LAND ASSEMBLY FUND; AUTHORIZING THE ACQUISITION OF REAL PROPERTY UTILIZING MONIES FROM THE PINELLAS COUNTY COMMUNITY HOUSING PROGRAM AFFORDABLE HOUSING LAND ASSEMBLY FUND; AUTHORIZING THE CREATION AND FORMATION OF THE PINELLAS COUNTY LAND ASSEMBLY TRUST OCEANSIDE ESTATES; AUTHORIZING FUTURE CONVEYANCE AND PURCHASE OF THE SUBJECT PROPERTY TO THE PINELLAS COUNTY LAND ASSEMBLY TRUST OCEANSIDE ESTATES; AUTHORIZING A GROUND LEASE AND OTHER RELATED FINANCING DOCUMENTS, INCLUDING A LAND USE RESTRICTION AGREEMENT; DELEGATING AUTHORITY TO IMPLEMENT THESE ACTIONS; AUTHORIZING ADDITIONAL REQUIRED ACTIONS AND PROVIDING AN EFFECTIVE DATE 9

11 March 7, 2018 Ms. Driver provided an overview of the project and the transaction, relating that the bond closing occurred in December and funds are being held in escrow; that closing on the Housing and Urban Development (HUD) loan will occur in late April; that the project involves acquisition and rehabilitation, providing 104 units of Senior Section 8 housing, noting that the existing Section 8 units are being extended under the HUD Housing Assistance Payment contract; and that Vitus Development, Seattle, Washington, the developer for the project, had presented it at the December HFA meeting. Noting that he visited the proposed project location following the December meeting, Mr. Counts expressed concern with regard to the area, and discussion ensued. Responding to queries by the members, Ms. Driver indicated that the bond issue had closed and the project is dependent on the money from the Land Assembly Fund and the HUD loan; and that the HFA is seeking approval of the resolution, the land trust agreement, and related draft documents enabling timely processing of the paperwork through the County. Ms. Spotts explained the urgency of closing the bond in December, stating that had the Tax Reform Act eliminated multifamily housing bonds as of January 1, 2018, the developer would not have been able to finance the bond; and that proceeds distribution is conditioned upon closing on the Land Assembly Trust Fund and the HUD loan; whereupon, discussion continued regarding the tremendous value of preserving the finite and much needed Section 8 properties. Ms. Heffner indicated that while Section 8 properties may not be located in the best areas, HUD no longer provides contracts to develop them; and that if the proposed contract is not extended, they would be lost, and Ms. Driver noted that it is a County priority to preserve affordability in perpetuity. In response to queries by Chairman Cane, Ms. Spotts indicated that the bond amount is $6 million; and that other financing tax credits would be involved in the transaction, and Ms. Driver indicated that she would send the bond-related information to the Chairman; whereupon, Mr. Long moved, seconded by Ms. Fiel, that Resolution No be approved. Upon call for the vote, the motion carried unanimously. Annual Financial Audit Approved Ms. Driver introduced the new HFA auditor, Esther Nichols, The Nichols Group, who reviewed the audit report for the year ended September 30, 2017 included in the agenda packet, providing details with regard to each report section. Noting that the financial statements contained in the report do not greatly differ from those reviewed by the Board during the course of the year, Ms. Nichols indicated that the auditor s report relating to financial statements was clean; and that findings noted in the Internal Controls Report pertain to corrections made to 2016 balances, which were addressed without lingering effects; 10

12 March 7, 2018 whereupon, she thanked HFA and Barbara Clark & Company staff for their professionalism and courtesy during the course of the audit. At the request of Chairman Cane, Ms. Nichols provided details about the findings, indicating that they are connected with the Lealman Trust Fund and initial transfers of money in 2016 for properties reported on the Government-Wide Financial Statements; and that the issues, which were related to a simple misunderstanding, have been fully addressed and preventative internal controls established; whereupon, she noted that the findings are referenced as and in the back of the audit report. Mr. Counts moved, seconded by Mr. Long, that the audit report be accepted. Upon call for the vote, the motion carried unanimously. PUBLIC COMMENTS Roxanne Amoroso and Frank Wells, Bright Community Trust (BCT), apologized for statements made by BCT to the HFA which may have created a mistrust between the organizations and expressed a desire to work together toward a common mission of creating affordable housing opportunities, noting that BCT has great respect for the HFA and intends to fully comply with its recent request for documentation. Chairman Cane discussed the deterioration in the relationship between the organizations, stating that his trust in BCT has severely diminished, given its unprofessionalism with regard to communications to HFA staff and unwillingness to address issues and be transparent and open. He indicated that although the HFA will make a diligent effort to work together, if BCT conduct does not change and the problems are not addressed to the liking of the Board, the relationship will not continue, and he will vote in opposition to all BCT project requests; whereupon, Mr. Counts echoed the Chairman s statements, noting that in absence of a real change, he will vote the same. ADJOURNMENT Upon motion by Ms. Fiel, seconded by Mr. Counts and carried unanimously, the meeting was adjourned at 4:18 P.M. Secretary/Treasurer 11

13 Clearwater, Florida, April 4, 2018 The Housing Finance Authority (HFA) Board of Pinellas County (as created by the Code of Ordinances of Pinellas County, Section 2-386) met in regular session in the Clerk s Fourth Floor Conference Room, Pinellas County Courthouse, 315 Court Street, Clearwater, Florida, at 3:00 P.M. on this date with the following members present: Casey Cane, Chairman Robyn Fiel, Vice-Chairman Steven Beal, Assistant Secretary/Treasurer Dennis Long, Assistant Secretary Not Present Norris E. Counts, Secretary/Treasurer Also Present Kathryn Driver, Executive Director, HFA Karmen Lemberg, Director of Homeownership Programs and Operations, HFA Michael T. Cronin, Attorney, Johnson, Pope, Bokor, Ruppel & Burns, PA Debbie Berner, RBC Capital Markets Helen Feinberg, RBC Capital Markets Angela Crist, USF CRED Program Brianne Heffner, Southport Financial Services Travis Norton, Pinellas Realtors Organization Donald Peterson, Raymond James Monique Spotts, Bryant Miller Olive, PA Amanda M. Napier, Board Reporter AGENDA 1. CALL TO ORDER Pledge of Allegiance and Reflection Introductions 2. PUBLIC COMMENTS 3. APPROVAL OF MINUTES A. February Minutes 4. TREASURER S REPORTS A. February General Fund 2. Housing Trust Fund 3. Land Assembly Fund 1

14 April 4, COMMUNICATIONS TO THE AUTHORITY A. Tampa Bay CDC Usage Report $200,000 loan B. Clearwater Neighborhood Housing Services Usage Report $60,000 loan 6. REPORTS BY STAFF A. HFA Operations and Special Projects Update Kathryn Driver B. Multi-Family Update Kathryn Driver 1. Occupancy Report C. Single Family Update Karmen Lemberg 7. NEW BUSINESS A. CRED Grant 1. Memo 2. Request Letter Annual Report and Actual Expenses Budget (Action Item Kathryn Driver) B. Woodlawn Trail Apartments 1. Memo 2. Resolution a. Form of Borrower Loan Agreement b. Form of Funding Loan Agreement c. Form of Borrower Note d. Form of Security Instrument e. Form of Assignment of Mortgage and Loan Documents f. Form of Land Use Restriction Agreement g. Form of Fee Guaranty and Environmental Indemnity Agreement 3. Final Credit Underwriting Report (Action Item Kathryn Driver) C. Extension of Single Family Housing Revenue Bonds, 2016 Series A 1. Memo (Action Item Kathryn Driver) 8. ADJOURNMENT CALL TO ORDER Chairman Cane called the meeting to order at 3:00 P.M. and asked for a moment of silence and reflection; whereupon, he led the Pledge of Allegiance and, at his request, those in attendance introduced themselves. A sign-in sheet and agenda packet have been filed and made a part of the record. 2

15 April 4, 2018 PUBLIC COMMENTS No one appeared in response to the Chairman s call for citizens wishing to be heard. MINUTES OF THE FEBRUARY 7, 2018 HFA MEETING APPROVED Upon presentation by Chairman Cane, Ms. Fiel moved, seconded by Mr. Beal and carried unanimously, that the minutes of the February 7, 2018 meeting be approved. TREASURER S REPORTS APPROVED General Fund February 2018 Mr. Beal presented the HFA General Fund financial statements for the month of February 2018; whereupon, he reviewed the February Cash Roll Report and moved, seconded by Mr. Long, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. Housing Trust Fund February 2018 Mr. Beal presented the HFA Housing Trust Fund financial statements for the month of February 2018; whereupon, he reviewed the February Cash Roll Report and moved, seconded by Ms. Fiel, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. Land Assembly Fund February 2018 Mr. Beal presented the Land Assembly Fund financial statements for the month of February 2018; whereupon, he reviewed the February Cash Roll Report and moved, seconded by Mr. Long, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. COMMUNICATIONS TO THE AUTHORITY Tampa Bay Community Development Corporation (CDC) Usage Report $200,000 Ms. Driver related that a monthly report detailing usage of the $200,000 loan with the Tampa Bay CDC, utilized to provide down payment and closing cost assistance on behalf of Pinellas County and other participating jurisdictions, is included in the agenda packet. 3

16 April 4, 2018 Later in the meeting and in response to queries by Chairman Cane, Ms. Driver provided further information with respect to the loan. Clearwater Neighborhood Housing Services (CNHS) Usage Report $60,000 loan Ms. Driver indicated that a monthly report detailing usage of the $60,000 loan with CNHS, which is utilized in the same way as the Tampa Bay CDC loan, is included in the agenda packet; and that the two down payment assistance loans that were table funded for the organization in the amount of $20,000 each have been repaid in full. REPORTS BY STAFF HFA Operations, Special Projects Update, and Multi-Family Program Update Ms. Driver congratulated Ms. Fiel on being reappointed to the HFA Board for another four-year term; whereupon, she reported on the following: Included in the members agenda packets is information on all of the transactions that are outstanding using Land Assembly Fund Dollars. The 2018 Annual Education Conferences for the Florida and National Associations of Local Housing Finance Authorities will occur in May and July, respectively. She is involved in the planning committee for the national conference, where she will speak about innovative funding sources utilized by the Pinellas County HFA and has included a tentative conference agenda in the members agenda packets. Closing occurred on the McLaughlin Project, and rehabilitation on the 11 units will start at the end of April. Woodlawn Trail Apartments will likely close in late May or early June. A Tax Equity Fiscal Responsibility Act (TEFRA) public hearing will be held in mid-april; the item will go before the Board of County Commissioners in May. Delmar Terrace South is anticipated to close in mid to late April. Oceanside Estates is moving through the Housing and Urban Development (HUD) approval process and should be closing within the next month. 4

17 April 4, 2018 The Greenway Lofts contract date has been extended to July 1, 2018 because the onsite school is still in session. The occupancy report for the multi-family projects is included in the agenda packet. Ms. Driver stated that she would like to participate in Leadership Pinellas; that the application deadline is May 1; and that the cost is $2,500; whereupon, Mr. Long moved, seconded by Ms. Fiel and carried unanimously, that the request be approved. She reminded everyone that the HFA has an open-door policy and invited the members to stop by any time to visit, ask questions, or review documentation. Single Family Program Update Ms. Lemberg related that the Hardest Hit Fund (HHF) program has been extended through the end of April; that enough money remains to complete around 200 more loans; that the HHF loan rate was recently adjusted downward to 5 percent; that $9 million in first mortgages have been completed and an additional $3 to $5 million are anticipated by the end of the month; and that the government loan rate has increased to percent; whereupon, she reported that since the YouTube show, No Place Like Home, was not recorded last month, no new show will air this week, but that a new program will be recorded and air in May. NEW BUSINESS Community Development Real Estate (CRED) Grant Ms. Driver related that her office is recommending that the HFA provide $25,000 in funding for the 2018 CRED Program coordinated by the Florida Institute of Government at the University of South Florida; that the amount is the same as Hillsborough County provides; and that because the grant has already been included in the approved budget, there will be no need for an amendment; whereupon, the introduced Program Director Angela Crist. Ms. Crist discussed the positive impact the program has had on the over 250 individuals who have participated and invited the members to attend the 2018 program culmination; whereupon, she stated that this year the program was able to secure a portion of its funding from SunTrust. Thereupon, Ms. Fiel moved, seconded by Mr. Beal and carried unanimously, that the HFA provide the funding as recommended by staff. 5

18 April 4, 2018 Woodlawn Trail Apartments RESOLUTION NO OF THE HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $8,200,000 OF HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA MULTIFAMILY HOUSING REVENUE NOTE, SERIES 2018 (WOODLAWN TRAIL APARTMENTS), IN ONE OR MORE SERIES (THE "GOVERNMENTAL LENDER NOTE") AND PROVIDING FOR CERTAIN DETAILS THEREOF; APPOINTING A FISCAL AGENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FUNDING LOAN AGREEMENT WITH CITIBANK, N.A., AS FUNDING LENDER AND U.S. BANK NATIONAL ASSOCIATION, AS FISCAL AGENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BORROWER LOAN AGREEMENT WITH SP TRAIL LLC, AS THE BORROWER; APPROVING THE FORM OF A BORROWER NOTE; APPROVING THE FORM OF THE SECURITY INSTRUMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE ASSIGNMENT OF MORTGAGE AND LOAN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LAND USE RESTRICTION AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT; DETERMINING THE NEED FOR A NEGOTIATED PRIVATE SALE OF THE GOVERNMENTAL LENDER NOTE; APPOINTING A COMPLIANCE MONITOR; AUTHORIZING THE PROPER OFFICERS TO DO ALL THINGS NECESSARY OR ADVISABLE; AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION Ms. Driver introduced Brianne Heffner, Monique Spotts, and Helen Fienberg and provided background information regarding Woodlawn Trail Apartments, indicating that the 80-unit new construction apartment complex will contain rental housing set aside for individuals with incomes at 60 percent and 40 percent of the area median income; whereupon, Ms. Spotts indicated that this is the second stage of the approval process; that the members are being asked for final approval on the bond issuance; that the closing date will likely be in May or early June; and that the purpose of the resolution is to set parameters for a not-to-exceed principal amount, interest rate, and maturity rate. Responding to queries by Chairman Cane, Ms. Heffner explained the conversion milestone and stabilization rate, provided information regarding occupancy numbers in Clearwater, and stated that if the closing for Woodlawn Trail Apartments occurs in May 2018, the project should be completed by May Responding to queries by Mr. Long, Ms. Heffner, with input by Mses. Spotts and Driver, discussed the various Land Use Restriction Agreements covering the property, relating that the units would 6

19 April 4, 2018 be affordable for at least 99 years; and that the Board s policies include the engagement of a compliance monitor on behalf of the Authority throughout the 15-year qualified project period who will monitor, on a monthly basis, compliance with the low-income restrictions, and discussion ensued regarding the monitoring of rehabilitation fund expenditures. Mr. Long moved, seconded by Ms. Fiel, that Resolution No be adopted. Upon call for the vote, the motion carried unanimously. Extension of Single Family Housing Revenue Bonds, 2016 Series A Ms. Driver indicated that David Jones, CSG Advisors, was unable to attend today s meeting, and referring to his memorandum titled Single Family Housing Revenue Bonds, 2016 Series A, she provided historical information regarding the item and discussed the rationale for extending the 2016A origination period; whereupon, she recommended that the members approve a deposit of $55,000 into the 2016A Capitalized Interest Account; and that the Single Family Housing Revenue Bonds be extended to September 1, 2019, and discussion ensued. In response to comments and queries by Chairman Cane and Mr. Long, Ms. Driver discussed how some of the dollars could be used to assist veterans, teachers, first responders, and similar individuals; whereupon, she related that her office is in constant communication with its financial advisor and bond underwriters regarding how it proceeds with bond issuances and utilization of funds. Thereupon, Mr. Long moved, seconded by Mr. Beal, that the item be approved as recommended by staff. Upon call for the vote, the motion carried unanimously. ADJOURNMENT Following brief discussion and upon motion by Mr. Long, seconded by Ms. Fiel and carried unanimously, the meeting was adjourned at 3:37 P.M. Secretary/Treasurer 7

20 Clearwater, Florida, April 20, 2018 The Housing Finance Authority of Pinellas County (as created by the Code of Ordinances of Pinellas County, Section 2-386) met in special session to conduct a public hearing in the Board Records Conference Room, Fifth Floor, Pinellas County Courthouse, 315 Court Street, Clearwater, Florida, at 8:30 A.M. on this date with the following individuals present: Kathryn Driver, Housing Finance Authority Michael Schmidt, Board Reporter, Deputy Clerk PUBLIC HEARING HELD TO CONSIDER PROPOSED ISSUANCE BY THE HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA, OF ITS MULTIFAMILY HOUSING REVENUE BONDS, IN ONE OR MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,200,000 Pursuant to legal notice published in the April 6, 2018 issue of the Tampa Bay Times, as evidenced by affidavit of publication filed with the Clerk, public hearing was held for the purpose of receiving comments and hearing discussion concerning the proposed issuance of Multifamily Housing Revenue Bonds in an aggregate principal amount not to exceed $8,200,000. Ms. Driver indicated that the proceeds of the bonds will be used to provide financing for residential rental facilities known as Woodlawn Trail Apartments, a proposed 80-unit new construction affordable housing community located at 826 Woodlawn Street, Clearwater, Florida; and that the property will offer two and three bedroom units configured in five buildings with 100 percent of the units to be rented as affordable. Ms. Driver related that 90 percent of the units will be rented to households with incomes at or below 60 percent of the Area Median Income and the remaining 10 percent to households with incomes at or below 40 percent of the Area Median Income for Pinellas County; and that the project will be owned and operated by SP Trail LLC, a Florida limited liability corporation, and/or its affiliates. Noting that there were no questions regarding the proposed bond issuance, Ms. Driver closed the public hearing. ADJOURNMENT Ms. Driver directed that the special session be adjourned at 8:31 A.M. Secretary/Treasurer

21 HFA of Pinellas County Cash Roll April 2018 Balance Beginning of Month $ 3,085, Disbursements: A Top Dog Property Services, Inc. (1,850.00) ADP (303.42) AFLAC (918.36) Amazon (33.99) AmTrust North America (1,149.00) Barbara Clark & Co, PA (10,690.00) Best View Photography, LLC (200.00) Bryant, Miller & Olive (1,500.00) City of Dunedin (16.24) CSG Advisors Incorporated (2,513.15) Florida ALHFA (5,000.00) FRS (2,860.20) GoDaddy Operating Company, LLC (30.34) HFA Pinellas County 2nd Mortgages (30,000.00) IGTECH365, LLC (840.49) ImageNet Consulting of Vero Beach LLC (290.79) J2 Efax Services (16.95) Johnson, Pope, Bokor, Ruppel & Burns LLP (2,922.50) Karmen Lemberg (108.57) Kathryn Driver (97.88) Land Assembly Fund (1,105,494.25) Neighborhood Lending Partners (8,371.74) Payroll (28,702.06) Pinellas County BOCC (15,191.66) Plymouth Plaza (2,666.01) Publix (4.82) ReadyRefresh by Nestle (23.42) Ready for Life, Inc. (1,808.37) Spectrum Business (263.28) Tampa Bay Newspapers, Inc (275.00) Tampa Bay Times (308.00) USPS (96.15) US Bank Trust (55,000.00) Verizon Wireless (209.80) Total Cash Out (1,279,756.44) 2004A SHIP Bond Program 24, A Refunding B Refunding A Refunding B Refunding A Refunding 1, City of St. Petersburg Interest Earned 9, Issuer Fees 95, Land Assembly Fund 1, Mortgage Payments 38, Norstar & Primerca JV- Bond Issuance Income 23, Norton Mortgage Payments 2, Sunrise Mortgage Payments 6, NSP SF Mortgage Payments 6, Late Fee Income- Received from US Bank Home Mortgage NSP 2 Reimbursement 19, McLaughlin Project Special Programs Fee 20, Pinellas County BOCC- Delmar Terrace South 1,105, Total Cash In 1,358, Balance End of Month $ 3,164, Bank Accounts General Fund 7158 $ 3,164, Subtotal - Operating 3,164, Fed Home Loan Bank DIA 1,655, US Bank Custody Account 1,352, Total Bank Accounts $ 6,172, General Fund -Cash Roll Page 1 of 1

22 HFA of Pinellas County Balance Sheet As of April 30, 2018 Total ASSETS Current Assets Bank Accounts General Fund ,164, Fed Home Loan Bank DIA 1,655, US Bank Custody Account 1,352, Total Bank Accounts $ 6,172, Accounts Receivable Accounts Receivable 1,171, Total Accounts Receivable $ 1,171, Other Current Assets Due from LAF 3, Due from HTF 1, Due From PCHF, Inc. 12, NSP I Rec NSP II Rec 7, US Bank Custody Account Securities 4,034, FHLB Pledged Investments 4,051, Total Other Current Assets $ 8,110, Total Current Assets $ 15,454, Fixed Assets Fixed Assets 7, Total Fixed Assets $ 7, Other Assets nd Mortgage Port 4,720, MF Mort Portfolio 2,317, TBCDC Revolving Cred 200, Clearwater Neighborhood Housing Services Revolving Loan Receivable 60, Notes & Mortg NSP I 445, Notes & Mortg NSP II 1,794, Notes & Mortg NSP 3 95, Temporary holding account (200.24) Due From Pinellas Co (2,847.89) Due From NLP (3,755.05) Non Depreciable Asset 2, Long-term Prepaid Exp 2, HFA Bond Program 236, GSE Program Multi-Co 1,229, Deferred Outflows 213, Total Other Assets $ 11,310, TOTAL ASSETS $ 26,772,709.67

23 LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable Accounts Pay - Other 6, Accounts Payable (1,023.04) Total Accounts Payable $ 5, Credit Cards Regions Commercial Bankcard Total Credit Cards $ Other Current Liabilities Salaries and Fringes Payable 2, Capital Lease-Current Portion 2, Total Other Current Liabilities $ 5, Total Current Liabilities $ 10, Long-Term Liabilities Capital Lease Payable 5, Due to Polk 2d Mort 7, SHIP Liability 729, NSP I Oblig Pinel Co 95, Oblig NSP II NLP 3,744, Payments (after SunTrust) Deferred Revenue Mortgage Rec. 1,587, Deferred Inflows 15, Net Pension Liability 300, Total Long-Term Liabilities $ 6,485, Total Liabilities $ 6,495, Equity Opening Bal Equity 1,911, Retained Earnings 18,111, Net Income 254, Total Equity $ 20,276, TOTAL LIABILITIES AND EQUITY $ 26,772, Thursday, May 24, :41:56 AM GMT-7 - Accrual Basis

24 HFA of Pinellas County Profit and Loss April 2018 Income NSP I Grant Income Apr 2018 Oct Apr 2018 (YTD) Maintenance , Total NSP I Grant Income $ $ 1, NSP II Grant Inc Maintenance 3, , Total NSP II Grant Inc $ 3, $ 22, Single Family Issuer Fees 22, , SF 2010 A 4, A Issue 4, B Issue 1, Total Single Family Issuer Fees $ 22, $ 182, Multi Family Issuer Fee Income Bayside Apartments 12, Boca Ciega Townhomes 12, Booker Creek 12, Columbian Apart 6, James Park 4, Oceanside Estates 121, Pinellas Heights (Series 2012) 15, Total Multi Family Issuer Fee Income $ - $ 185, Application Fees Delmar Terrace South 3, Jordan Park 23, , Total Application Fees $ 23, $ 26, Extension Fees TBA Income 73, , Fee Income- Special Programs McLaughlin Project 18, , Total Fee Income- Special Programs $ 18, $ 18, Gain on Sale of FHLB Securities 10, , Interest Income 34, , Amortizing Home Key Loans 4, , Clearwater Neighborhood Housing Services, Inc FHFC13 DPA Loans TBCDC Revolving Cred 1, Total Interest Income $ 39, $ 278, Bank Interest 5, , Misc Revenue 1, Total

25 Bond/Refunding proceeds revenue 24, , Suspense Acct-Income Total Income $ 222, $ 1,009, Gross Profit $ 222, $ 1,009, Expenses NSP III Non Reimb Exp Advertising (Legal) Audit 49, Bond Participation 56, , Memberships 5, , Contract Services Network Services , Contract Other 10, , Total Contract Services $ 11, $ 85, Depreciation , Insurance 1, , Lease -Building Common Area Maintenance Lease - HFA 2, , Total Lease -Building $ 3, $ 18, Office Supplies Office Supplies , Postage Printing Total Office Supplies $ $ 2, Prof Sv - Consult Legal-HFA 2, , Prof Sv - Consult 2, , Total Prof Sv - Consult $ 4, $ 47, Promotional Expense , Salaries and Fringes Salaries Expense 27, , Payroll Tax Expense 2, , Pension Expense 2, , Insurance Expense , Total Salaries and Fringes $ 32, $ 227, Telephone , Travel/Training , Grants to Organizat Ready for Life, Inc. 1, , Sadowsky Education Efforts 15, Total Grants to Organizat $ 1, $ 64, NSP I Program Exp Maintenance , Total NSP I Program Exp $ $ 1, NSP II Prog Exp Maintenance 3, ,023.55

26 Total NSP II Prog Exp $ 3, $ 22, Bank Fees , Misc Expenses Late Fees and Interest-Misc Total Misc Expenses $ - $ Capital Lease Interest Expense Total Expenses $ 122, $ 608, Net Operating Income $ 99, $ 401, Other Income Unrealized Market Gain - FHLB Securities (29,080.93) (146,993.65) Total Other Income $ (29,080.93) $ (146,993.65) Net Other Income $ (29,080.93) $ (146,993.65) Net Income $ 70, $ 254, Thursday, May 24, :42:04 AM GMT-7 - Accrual Basis

27 Housing Finance Authority of Pinellas County Trust Fund Trust Fund - Cash Roll April 2018 Beginning Balance Operating $ 1,427, Disbursements: Total Cash Out Deposits: HTF Pinellas County 2nd Mortgages (30,000.00) (30,000.00) Mortgage Payments 8, Pinellas Co Housing Authority (Redwood) 1, Total Cash In $ 9, Ending Balance Operating $ 1,406, Trust Fund - Cash 1 of 1

28 Housing Finance Authority of Pinellas County Trust Fund Balance Sheet As of April 30, 2018 Total ASSETS Current Assets Bank Accounts Regions Bank ,406, Total Bank Accounts $ 1,406, Accounts Receivable DPA Loans 333, Total Accounts Receivable $ 333, Total Current Assets $ 1,740, Other Assets Due from Lealman Properties Operating Funds Account 41, Advances to Lealman Trustee Trust Account 423, TBCDC and CSF Loan Receivable- McLaughlin Project 500, Second Mortgages Receivable-DPA 1,780, Second Mortgages Receivable-MF 281, Total Other Assets $ 3,027, TOTAL ASSETS $ 4,767, LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities Due to HFA Gen Fund 1, Total Other Current Liabilities $ 1, Total Current Liabilities $ 1, Long-Term Liabilities Due to Other Gov. 1,000, Total Long-Term Liabilities $ 1,000, Total Liabilities $ 1,001, Equity Opening Bal Equity (4,999.31) Retained Earnings 2,866, Net Income 904, Total Equity $ 3,766, TOTAL LIABILITIES AND EQUITY $ 4,767, Thursday, May 24, :43:05 AM GMT-7 - Accrual Basis

29 Housing Finance Authority of Pinellas County Trust Fund Profit and Loss April 2018 Income Apr 2018 Oct Apr 2018 (YTD) Distribution Juris 900, Program Income Redwood Apts , Total Program Income $ $ 4, Total Income $ $ 904, Gross Profit $ $ 904, Expenses Admin Expenses Non Billed Admin Expenses Bank Fees Office Supplies Total Non Billed Admin Expenses $ - $ Total Admin Expenses $ - $ Total Expenses $ - $ Net Operating Income $ $ 904, Net Income $ $ 904, Total Thursday, May 24, :43:15 AM GMT-7 - Accrual Basis

30 Housing Finance Authority of Pinellas County Land Assembly Fund Cash Roll April 2018 Beginning Balance Operating $ 29, Disbursements: Total Cash Out Deposits: HFA- Legal Fee Reimbursements $ (1,580.00) First American Trust- Delmar Terrace South (1,105,494.25) Bank Fees (36.48) (1,107,110.73) HFA- Delmar Terrace South 1,105, Total Cash In 1,105, Ending Balance Operating $ 27, Regions Bank , Ending Balance Operating $ 27, Trust Fund - Cash 1 of 1

31 Housing Finance Authority of Pinellas County Land Assembly Fund Statement of Financial Position As of April 30, 2018 Total ASSETS Current Assets Bank Accounts Regions Land Assembly , Total Bank Accounts $ 27, Other Current Assets Due from HFA of Pinellas County-GF Due from Pinellas BOCC 3, Total Other Current Assets $ 3, Total Current Assets $ 31, Fixed Assets Capital Assets-Land Trust-Garden Trail 1,023, Capital Assets-Land Trust-Delmar Terrace South 1,104, Capital Assets-Land Trust-Lealman 4,826, Capital Assets-Land Trust-McLaughlin Project 465, Capital Assets-Land Trust-Palms of Pinellas 937, Capital Assets-Land Trust th Ave N 99, Capital Assets-Land Trust th Ave N 116, Capital Assets-Land Trust th Ave N 51, Capital Assets-Land Trust-Clam Bayou 34th Ave. S. 272, Capital Assets-Land Trust th Ave N 79, Capital Assets-Land Trust-1119 Woodlawn St. 196, Capital Assets-Land Trust th Ave N 89, Accumulated Depreciation -363, Total Fixed Assets $ 8,898, TOTAL ASSETS $ 8,930, LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities Assembly Land Distributions Assembly Land Distributions-Due to HFA-GF 3, Assembly Land Distributions-Due to Escrow Agent -1, Assembly Land Distributions-Due to BOCC 2, Total Assembly Land Distributions $ 4, Total Other Current Liabilities $ 4, Total Current Liabilities $ 4, Total Liabilities $ 4,360.33

32 Equity Invested in Capital Assets 9,262, Opening Balance Equity 0.01 Retained Earnings -267, Net Revenue -68, Total Equity $ 8,926, TOTAL LIABILITIES AND EQUITY $ 8,930, Thursday, May 24, :46:43 AM GMT-7 - Accrual Basis

33 Housing Finance Authority of Pinellas County Land Assembly Fund Statement of Activity April 2018 Revenue Annual Lease Fee Apr 2018 Oct Apr 2018 (YTD) Annual Lease Fee-Garden Trail 10, Annual Lease Fee-Palms of Pinellas 9, Total Annual Lease Fee $ 0.00 $ 19, Total Revenue $ 0.00 $ 19, Gross Profit $ 0.00 $ 19, Expenditures Office Expenses Legal & Professional Fees 1, , Depreciation Expense 12, , Total Expenditures $ 13, $ 87, Net Operating Revenue -$ 13, $ 68, Net Revenue -$ 13, $ 68, Total Thursday, May 24, :46:51 AM GMT-7 - Accrual Basis

34 HFA of Pinellas County Cash Roll March 2018 Balance Beginning of Month $ 3,114, Disbursements: A Top Dog Property Services, Inc. (1,250.00) ADP (192.68) AFLAC (918.36) Barbara Clark & Co, PA (10,717.89) City of Dunedin (16.24) City of Tarpon Springs (133.58) Duke Energy (19.08) FRS (2,860.20) HFA Pinellas County 2nd Mortgages (52,500.00) Hilton Hotels & Resorts (248.77) IGTECH365, LLC (840.49) ImageNet Consulting of Vero Beach LLC (244.05) J2 Efax Services (16.95) Johnson, Pope, Bokor, Ruppel & Burns LLP (8,856.26) Land Assembly Fund (476,001.00) MegaPath (214.19) Neighborhood Lending Partners (12,517.13) Office Depot (42.79) Payroll (28,702.06) Pinellas County BOCC (25,709.01) Pinellas County Utilities (27.04) Plymouth Plaza (5,663.28) Publix (4.49) QuickBooks (270.00) ReadyRefresh by Nestle (16.93) Ready for Life, Inc. (16,722.12) Roe Insurance Inc. (695.56) Spectrum Business (263.28) Staples Advantage (59.27) Tampa Bay Newspapers, Inc (275.00) The Nichols Group, PA (29,925.00) Total Cash Out (675,922.70) 2005A Refunding B Refunding A Refunding B Refunding A Refunding 5, Interest Earned 8, Issuer Fees 80, Mortgage Payments 69, Norton Mortgage Payments 2, Sunrise Mortgage Payments 6, NSP SF Mortgage Payments 6, NSP 1 Reimbursement Pinellas County BOCC-McLaughlin Project 465, Total Cash In 647, Balance End of Month $ 3,085, Bank Accounts General Fund 7158 $ 3,085, Subtotal - Operating 3,085, Fed Home Loan Bank DIA 1,619, US Bank Custody Account 1,325, Total Bank Accounts $ 6,031, General Fund -Cash Roll Page 1 of 1

35 HFA of Pinellas County Balance Sheet As of March 31, 2018 Total ASSETS Current Assets Bank Accounts General Fund ,085, Fed Home Loan Bank DIA 1,619, US Bank Custody Account 1,325, Total Bank Accounts $ 6,031, Accounts Receivable Accounts Receivable 1,171, Total Accounts Receivable $ 1,171, Other Current Assets Due from LAF 6, Due From PCHF, Inc. 12, NSP I Rec NSP II Rec 23, US Bank Custody Account Securities 4,034, FHLB Pledged Investments 4,096, Total Other Current Assets $ 8,173, Total Current Assets $ 15,376, Fixed Assets Fixed Assets 7, Total Fixed Assets $ 7, Other Assets nd Mortgage Port 4,718, MF Mort Portfolio 2,321, TBCDC Revolving Cred 200, Clearwater Neighborhood Housing Services Revolving Loan Receivable 60, Notes & Mortg NSP I 446, Notes & Mortg NSP II 1,797, Notes & Mortg NSP 3 95, Temporary holding account (200.24) Non Depreciable Asset 2, Long-term Prepaid Exp 2, HFA Bond Program 236, GSE Program Multi-Co 1,229, Deferred Outflows 213, Total Other Assets $ 11,323, TOTAL ASSETS $ 26,707, LIABILITIES AND EQUITY Liabilities Current Liabilities

36 Accounts Payable Accounts Pay - Other (638.69) Accounts Payable (1,023.04) Total Accounts Payable $ (1,661.73) Credit Cards Regions Commercial Bankcard 4, Total Credit Cards $ 4, Other Current Liabilities Salaries and Fringes Payable 2, Capital Lease-Current Portion 2, Total Other Current Liabilities $ 5, Total Current Liabilities $ 8, Long-Term Liabilities Capital Lease Payable 5, Due to Polk 2d Mort 7, SHIP Liability 729, NSP I Oblig Pinel Co 95, Oblig NSP II NLP 3,748, Payments (after SunTrust) Deferred Revenue Mortgage Rec. 1,591, Deferred Inflows 15, Net Pension Liability 300, Total Long-Term Liabilities $ 6,492, Total Liabilities $ 6,501, Equity Opening Bal Equity 1,911, Retained Earnings 18,111, Net Income 183, Total Equity $ 20,206, TOTAL LIABILITIES AND EQUITY $ 26,707, Thursday, May 24, :05:12 AM GMT-7 - Accrual Basis

37 HFA of Pinellas County Profit and Loss March 2018 Income NSP I Grant Income Mar 2018 Oct Mar 2018 (YTD) Maintenance , Total NSP I Grant Income $ $ 1, NSP II Grant Inc Maintenance , Total NSP II Grant Inc $ $ 18, Single Family Issuer Fees 29, , SF 2010 A 4, , A Issue 4, , B Issue 1, , Total Single Family Issuer Fees $ 40, $ 159, Multi Family Issuer Fee Income Bayside Apartments 12, Boca Ciega Townhomes 12, , Booker Creek 12, Columbian Apart 6, James Park 4, Oceanside Estates 121, Pinellas Heights (Series 2012) 15, , Total Multi Family Issuer Fee Income $ 28, $ 185, Application Fees Delmar Terrace South 3, , Total Application Fees $ 3, $ 3, TBA Income 12, , Fee Income- Special Programs Delmar Terrace South (3,000.00) 0.00 Total Fee Income- Special Programs $ (3,000.00) $ Gain on Sale of FHLB Securities 5, , Interest Income 34, , Amortizing Home Key Loans 3, , Clearwater Neighborhood Housing Services, Inc FHFC13 DPA Loans TBCDC Revolving Cred 1, Total Interest Income $ 39, $ 239, Bank Interest 4, , Misc Revenue 1, , Bond/Refunding proceeds revenue 7, , Suspense Acct-Income (9,156.85) 0.00 Total

38 Total Income $ 129, $ 787, Gross Profit $ 129, $ 787, Expenses NSP III Non Reimb Exp Audit 29, , Bond Participation 8, Memberships 3, Contract Services Network Services , Contract Other 10, , Total Contract Services $ 11, $ 73, Depreciation , Insurance Lease -Building Common Area Maintenance Lease - HFA 2, , Total Lease -Building $ 2, $ 15, Office Supplies Office Supplies , Postage Printing Total Office Supplies $ $ 1, Prof Sv - Consult Legal-HFA 8, , Prof Sv - Consult 20, Total Prof Sv - Consult $ 8, $ 42, Promotional Expense , Salaries and Fringes Salaries Expense 27, , Payroll Tax Expense 2, , Pension Expense 2, , Insurance Expense , Total Salaries and Fringes $ 32, $ 194, Telephone , Travel/Training 4, , Grants to Organizat Ready for Life, Inc. 12, , Sadowsky Education Efforts 15, Total Grants to Organizat $ 12, $ 62, NSP I Program Exp Maintenance , Total NSP I Program Exp $ $ 1, NSP II Prog Exp Maintenance , Total NSP II Prog Exp $ $ 18, Bank Fees , Misc Expenses

39 Late Fees and Interest-Misc Total Misc Expenses $ $ Capital Lease Interest Expense Total Expenses $ 104, $ 485, Net Operating Income $ 24, $ 301, Other Income Unrealized Market Gain - FHLB Securities (117,912.72) Total Other Income $ $ (117,912.72) Net Other Income $ $ (117,912.72) Net Income $ 25, $ 183, Thursday, May 24, :33:13 AM GMT-7 - Accrual Basis

40 Housing Finance Authority of Pinellas County Trust Fund Trust Fund - Cash Roll March 2018 Beginning Balance Operating $ 2,048, Disbursements: Total Cash Out Deposits: HTF Pinellas County 2nd Mortgages (67,500.00) Pinellas County Housing Authority- Lealman Heights 2018 Insurance (76,019.68) Total Title Solutions- McLaughlin Project (500,000.00) (643,519.68) Mortgage Payments 21, Pinellas Co Housing Authority (Redwood) 1, Total Cash In $ 22, Ending Balance Operating $ 1,427, Trust Fund - Cash 1 of 1

41 Housing Finance Authority of Pinellas County Trust Fund Balance Sheet As of March 31, 2018 Total ASSETS Current Assets Bank Accounts Regions Bank ,427, Total Bank Accounts $ 1,427, Accounts Receivable DPA Loans 333, Total Accounts Receivable $ 333, Total Current Assets $ 1,761, Other Assets Due from Lealman Properties Operating Funds Account 41, Advances to Lealman Trustee Trust Account 423, TBCDC and CSF Loan Receivable- McLaughlin Project 500, Second Mortgages Receivable-DPA 1,757, Second Mortgages Receivable-MF 282, Total Other Assets $ 3,004, TOTAL ASSETS $ 4,765, LIABILITIES AND EQUITY Liabilities Long-Term Liabilities Due to Other Gov. 1,000, Total Long-Term Liabilities $ 1,000, Total Liabilities $ 1,000, Equity Opening Bal Equity (4,999.31) Retained Earnings 2,866, Net Income 904, Total Equity $ 3,765, TOTAL LIABILITIES AND EQUITY $ 4,765, Wednesday, May 23, :15:52 PM GMT-7 - Accrual Basis

42 Housing Finance Authority of Pinellas County Trust Fund Profit and Loss March 2018 Income Mar 2018 Oct Mar 2018 (YTD) Distribution Juris 900, Program Income Redwood Apts , Total Program Income $ $ 4, Total Income $ $ 904, Gross Profit $ $ 904, Expenses Admin Expenses Non Billed Admin Expenses Bank Fees Office Supplies Total Non Billed Admin Expenses $ $ Total Admin Expenses $ $ Total Expenses $ $ Net Operating Income $ $ 904, Net Income $ $ 904, Total Wednesday, May 23, :16:08 PM GMT-7 - Accrual Basis

43 Housing Finance Authority of Pinellas County Land Assembly Fund Cash Roll March 2018 Beginning Balance Operating $ 19, Disbursements: Total Cash Out Deposits: Total Title Solutions-McLaughlin Project (465,900.00) Bank Fees (26.76) (465,926.76) Garden Trail 2018 Ground Lease 10, HFA- McLaughlin Project 465, Total Cash In 476, Ending Balance Operating $ 29, Regions Bank , Ending Balance Operating $ 29, Trust Fund - Cash 1 of 1

44 Housing Finance Authority of Pinellas County Land Assembly Fund Statement of Financial Position As of March 31, 2018 Total ASSETS Current Assets Bank Accounts Regions Land Assembly , Total Bank Accounts $ 29, Other Current Assets Due from HFA of Pinellas County-GF Due from Pinellas BOCC 6, Total Other Current Assets $ 7, Total Current Assets $ 37, Fixed Assets Capital Assets-Land Trust-Garden Trail 1,023, Capital Assets-Land Trust-Lealman 4,826, Capital Assets-Land Trust-McLaughlin Project 465, Capital Assets-Land Trust-Palms of Pinellas 937, Capital Assets-Land Trust th Ave N 99, Capital Assets-Land Trust th Ave N 116, Capital Assets-Land Trust th Ave N 51, Capital Assets-Land Trust-Clam Bayou 34th Ave. S. 272, Capital Assets-Land Trust th Ave N 79, Capital Assets-Land Trust-1119 Woodlawn St. 196, Capital Assets-Land Trust th Ave N 89, Accumulated Depreciation -351, Total Fixed Assets $ 7,806, TOTAL ASSETS $ 7,844, LIABILITIES AND EQUITY Liabilities Current Liabilities Other Current Liabilities Assembly Land Distributions Assembly Land Distributions-Due to HFA-GF 7, Assembly Land Distributions-Due to BOCC Total Assembly Land Distributions $ 8, Total Other Current Liabilities $ 8, Total Current Liabilities $ 8, Total Liabilities $ 8, Equity Invested in Capital Assets 8,158, Opening Balance Equity 0.01 Retained Earnings -267, Net Revenue -54, Total Equity $ 7,835, TOTAL LIABILITIES AND EQUITY $ 7,844, Wednesday, May 23, :02:51 PM GMT-7 - Accrual Basis

45 Housing Finance Authority of Pinellas County Land Assembly Fund Statement of Activity March 2018 Revenue Annual Lease Fee Mar 2018 Oct Mar 2018 (YTD) Annual Lease Fee-Garden Trail 10, Annual Lease Fee-Palms of Pinellas 9, Total Annual Lease Fee $ 0.00 $ 19, Total Revenue $ 0.00 $ 19, Gross Profit $ 0.00 $ 19, Expenditures Office Expenses Depreciation Expense 12, , Total Expenditures $ 12, $ 73, Net Operating Revenue -$ 12, $ 54, Net Revenue -$ 12, $ 54, Total Wednesday, May 23, :03:05 PM GMT-7 - Accrual Basis

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47 Pinellas County Housing Finance Authority Revolving Loan Usage Report Clearwater Neighborhood Housing Services, Inc October 1, 2018 through May 17, 2018 Date Anticipated Closed PCHFA Actual Description Pending Type Credit Debit Fund Balance Comments 07/10/17 Funds from PCHFA 60, , Received in operating account 07/31/17 No Loan Activity 60, /16/17 No Loan Activity 60, Transferred to separate account 08/24/17 No Loan Activity 60, /24/17 Iskandar, M C SHIP 20, , /28/17 Green, Joyce C SHIP 10, , /29/17 Chidinma, T C SHIP 10, , /04/17 Santamaria, N C SHIP 10, , /02/17 Funds from PCBOCC 30, , /10/17 Funds from PCBOCC 10, , /16/17 Sager, B C SHIP 10, , /17/17 Jones, C C SHIP 9, , /07/17 Paulick, K C SHIP 9, , /07/14 Funds from PCBOCC SHIP 10, , /08/17 Comighod, S C SHIP 10, , /07/17 Sadallah, M C SHIP 10, , /13/17 Demian, A C SHIP Table Funded $20, Paid 12/22/17 Alfred, R C SHIP Table Funded $20, Paid 12/22/17 Funds from PCBOCC 12, , /31/18 Funds from PCBOCC 9, , /31/18 Funds from PCBOCC 26, , /22/18 No New Activity 60, /12/18 Bass, M C SHIP 20, , st City of Clearwater Loan 04/19/18 40, /17/18 40, S/w Brenda Douglas, senior accountant with the City of Clearwater. They switched over to a new finance system and are having problems getting checks out of it. She said it is getting fixed and we could expect this check by the end of May.

48 PINELLAS COUNTY PROJECTS STATUS AS OF 3/31/2018 LOW % LOW % % OCC OCC INCL OCC OCC PROJECTS UNITS (ACT) (ACT) VAC LOW (ACT) CHANGE Alta Largo* % VL 95% +1% Ashley Place** 55 Reports Annually Next Report due 10/2018 (Sept Report) Bayside Court % 99% 0% Boardwalk*** 36 Reports Annually Next Report due 10/2018 (Sept Report) Boca Ciega Townhomes % 100% +1% Booker Creek % 99% +2% Clearwater Apts % 100% 0% Cypress Pointe**** 26 HEP West ***** 32 Reports Annually Next Report due 10/2018 (Sept Report) Reports Annually Next Report due 1/2019 (Dec Report) James Park % 93% -2% Magnolia Court****** 26 Reports Annually Next Report due 1/2019 (Dec Report) Pinellas Heights % 97% 0% Oak Ridge Estates******* % 100%

49 LOW % LOW % % OCC OCC INCL OCC OCC PROJECTS UNITS (ACT) (ACT) VAC LOW (ACT) CHANGE Oceanside Estates 104 Not Reporting yet Santo's Isle******** 50 Tarpon Village********* 36 aka Sunrise Place Reports Annually Next Report due 7/2018 (June Report) Reports Annually Next Report due 10/2018 (Sept Report) Transfiguration Manor 68 Reports Annually Next Report due 7/2018 (June Report) ********** Viridian % 99% +2% (Columbian) * Alta Largo is required to have a minimum of 20% Very Low Income Adjusted to Family Size. ** Ashley Place reports Annually (September) *** Boardwalk reports Annually (September) **** Cypress Pointe reports Annually (September) ***** HEP West (December) and only required to have 28 certified units ****** Magnolia Court reports Annually (December) ******* Oak Ridge Estates reports Annually (March) and only required to have 8 certified units ********* Santo's Isle reports Annually (June) ********** Tarpon Village reports Annually (September) *********** Transfiguration Manor reports Annually (June) and only required to have 5 certified units

50 Memorandum Housing Finance Authority US Highway 19 N., Suite 110 Clearwater, FL Phone: TO: FROM: SUBJECT: Casey Cane, Chairman And Members of the Housing Finance Authority Karmen Lemberg, Director of Homeownership Programs and Operations Single Family Program Update DATE: June 6, 2018 Below are the numbers for the continuous lending program 2016B and the HHF program as of May 30, 2018 Stage March # of March # of Total Loans HHF Loans Sold in TBA Program $7,419, $6,216, Held by Trustee 0 0 Pooled $483,397 3 $1,308, Purchased by Servicer $2,512, $1,969, ehp Compliance $1,126,511 8 $411, Underwriter $2,085, $1,827, Certification Reserved $1,534, $750, Total $15,161, $12,484, The HHF program ended April 30 th and we are working on the final cleanup of all loans in the pipeline. We funded 18 Home Key Plus loans for the month of May. Current rates on the first mortgage are 5.125% for Government loans and 5.375% for Conventional loans The May show was about the HOPE Expo held May 19 th. Approximately 500 attendees received their Home Buyers Education certificate and met with over 30 vendors who attended and were in the exhibition hall. The HFA donated 1 homeowner s toolkit to each of the 3 classes held that day.