HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY AGENDA … · B. USF Commercial Real Estate...

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.

HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY

Board Meeting – March 6, 2019 – 3:00 pm 315 Court St., 4th Floor, Clerks Large Conference Room

Clearwater, FL 33756

AGENDA

1. CALL TO ORDER Pledge of Allegiance and Moment of Reflection Introductions

2. PUBLIC COMMENTS 3. APPROVAL OF MINUTES

A. February 2019 minutes 4. TREASURER’S REPORTS

A. January 2019 1. General Fund 2. Housing Trust Fund 3. Land Assembly Fund

5. COMMUNICATIONS TO THE AUTHORITY

A. Tampa Bay CDC usage report - $100,000 loan B. Clearwater Neighborhood Housing Services usage report - $60,000 loan – not available

6. REPORTS BY STAFF

A. HFA Operations, Special Projects and Multi-Family Update – Kathryn Driver 1. Occupancy Report – December 2018 2. HFA Annual Report – 2018 3. HTF Annual Report – Fiscal Year 2017-18

B. Single Family Update – Karmen Lemberg 7. NEW BUSINESS

A. Ranch at Pinellas Park – Phase Two 1. Memo 2. Resolution 3. Mortgage and Note

(Action Item – Kathryn Driver/Steve Williamson) B. USF Commercial Real Estate Development (CRED) Request for Funding

1. Memo (Action Item – Kathryn Driver) C. Amendment of LURA – McLaughlin Project

1. Memo 2. Resolution 3. Amendment to LURA

(Action Item – Kathryn Driver/Steve Williamson) Next Page

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.

D. Fiscal Year 2017-18 Audit Report 1. Audit Report

(Action Item – Esther Nichols, The Nichols Group) E. Executive Director Contract (Action Item – Colleen Flynn) F. BCT Update – Caitlein Jammo

8. ADJOURNMENT

Upcoming… Next Meeting April 3, 2019 – 315 Court St., 4th Floor, Clerks Large Conference Room

NALHFA Educational Conference – May 15-19, 2019 – Denver, CO

FLALHFA Educational Conference - July 10-13, 2019-One Ocean Resort, Atlantic Beach

Clearwater, Florida, February 6, 2019

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 Steven Beal, Treasurer Dennis Long, Assistant Secretary

Not Present Robyn Fiel, Vice-Chairman Norris E. Counts, Assistant 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 Barbara Clark, Barbara Clark & Company Helen Feinberg, RBC Capital Markets David Jones, CSG Advisors Tracey McManus, Tampa Bay Times Kelly Rouff, Trenam Law, Counsel for Bright Community Trust Shawn Wilson, Blue Sky Communities Tim Wranovix, Raymond James Other Interested Individuals Michael P. Schmidt, Board Reporter, Deputy Clerk

AGENDA

1. CALL TO ORDER

Pledge of Allegiance and Moment of Reflection Introductions

2. PUBLIC COMMENTS

3. APPROVAL OF MINUTES

A. January Minutes

1

February 6, 2019

4. TREASURER’S REPORTS A. December 2018

1. General Fund 2. Housing Trust Fund 3. Land Assembly Fund

5. COMMUNICATIONS TO THE AUTHORITY

A. Tampa Bay CDC Usage Report – $100,000 loan B. Clearwater Neighborhood Housing Services Usage Report – $60,000 loan

6. REPORTS BY STAFF

A. HFA Operations, Special Projects, and Multi-Family Update – Kathryn Driver 1. Occupancy Report (December will be available next month)

B. Single Family Update – Karmen Lemberg

7. NEW BUSINESS A. Transfer of Property in Lealman Heights to Pinellas County

1. Memo 2. Direction Letter from Pinellas County (Action Item – Kathryn Driver)

B. CSG Investment Review – David Jones C. BCT Mediation Agreement – Mike Cronin

8. ADJOURNMENT

CALL TO ORDER Chairman Cane called the meeting to order at 3:00 P.M. and led the Pledge of Allegiance; whereupon, he asked for a moment of silence and reflection. 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. PUBLIC COMMENTS No one appeared in response to the Chairman’s call for citizens wishing to be heard. Later in the meeting, Shawn Wilson, Blue Sky Communities, discussed applications his office had submitted to the Housing Finance Authority and State of Florida regarding tax exempt bonds and State Apartment Incentive Loan funding. He related that Blue Sky Communities anticipates being awarded SAIL funding in March, and provided information regarding how his firm would proceed with the aim of building affordable housing in the Dansville community.

2

February 6, 2019

During discussion and in response to comments and queries by the members, Mr. Wilson provided historical background information regarding the subject parcel, including financial considerations, environmental concerns, and similar topics, and Mr. Long provided input. MINUTES OF THE JANUARY 8, 2018 HFA MEETING – APPROVED Upon presentation by Chairman Cane, Mr. Long moved, seconded by Mr. Beal and carried unanimously, that the minutes of the January 8, 2018 meeting be approved. TREASURER’S REPORTS – APPROVED General Fund – December 2018 Mr. Beal presented the HFA General Fund financial statements for the month of December 2018; whereupon, he reviewed the December 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 – December 2018 Mr. Beal presented the HFA Housing Trust Fund financial statements for the month of December 2018; whereupon, he reviewed the December Cash Roll Report and moved, seconded by Mr. Long, that the financial statements be approved. Upon call for the vote, the motion carried unanimously. Land Assembly Fund – December 2018 Mr. Beal presented the Land Assembly Fund financial statements for the month of December 2018; whereupon, he reviewed the December 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 – $100,000 Ms. Driver stated that a monthly report detailing usage of the $100,000 loan with Tampa Bay CDC is included in the agenda packet.

3

February 6, 2019

Clearwater Neighborhood Housing Services (CNHS) Usage Report – $60,000 Ms. Driver related that a monthly report detailing usage of the $60,000 loan with CNHS is included in the agenda packet; that Executive Director Isay Gulley will be providing her with an updated business plan to be presented at the March meeting; and that the members can decide if they wish to extend the loan at that time. During discussion and in response to query by Chairman Cane, Ms. Driver stated that even though no activity has occurred regarding the loan for several months, Ms. Gulley has indicated that her office has expectations of using the funds. REPORTS BY STAFF HFA Operations, Special Projects, and Multi-Family Update Ms. Driver reported on the following: • Due to the late arrival of the occupancy figures, they will be included in the March agenda packet. • The final audit report will be presented to the members in March. • Neighborhood Lending Partners conducted a Neighborhood Stabilization Program 2 (NSP2)

site monitoring visit on January 22; all went well and there were no issues or concerns. • In January, she attended the Florida Association of Local Housing Finance Authorities Board

Retreat; topics of discussion included issues facing local HFAs, the agenda for the upcoming national educational conference, and the importance of the Sadowski Education Effort.

• Seven of the McLaughlin Project homes have been rehabilitated and are ready to be occupied;

Tampa Bay CDC is continuing to work on a plan to complete the final four homes. • The County and the HFA are continuing conversations with the City of Dunedin regarding the

Winner property on Skinner Boulevard for a potential affordable housing project in the urban core of the City.

• She met with Steven Williamson, Johnson, Pope, Bokor, Ruppel & Burns, PA and Rob Gerdes,

Neighborhood Affairs Director, City of St. Petersburg, regarding the HFA administering St. Petersburg’s Penny for Pinellas funds beginning in 2020. In response to queries by Mr. Long, she provided further information regarding the proposed partnership and discussed next steps; whereupon, she agreed to provide the members an update prior to final discussions with the City.

4

February 6, 2019

• Due to the retirement of Mr. Counts, a replacement member will be appointed at the February 26 County Commission meeting. Ms. Driver related that even though Mr. Counts was unable to attend today, she wanted to thank him for 28 years of service to the HFA; whereupon, she stated that he will be invited to an upcoming Board meeting and formally recognized for his commitment and dedication, and Chairman Cane and Mr. Long provided input.

• She presented background information pertaining to the Lutheran Apartments multi-family

project, indicating that the transaction is anticipated to close in September. • An upcoming issue of Affordable Housing Finance magazine will highlight the activities and

accomplishments of the Pinellas County HFA with respect to its housing programs. • The annual Housing Trust Fund Report and annual Housing Finance Authority Report will be

presented to the County Commission on February 26. • She will be meeting with the County Administrator tomorrow at 4:00 P.M. • Reminded everyone that the HFA has an open-door policy. Single Family Update Ms. Lemberg related that although the HFA fell short of its January pipeline target, staff remains pleased with the progress of the continuous lending program; whereupon, she reported that her office will be engaging in its first pooled purchase in the next couple of weeks. Ms. Lemberg indicated that Federal Home Loan Bank should be contacting her office in the near future regarding its submission for the Community Heroes Program; whereupon, she related that discussion on the February YouTube show, No Place Like Home, is about the Sunstar FirstCare Ambulance Membership Plan, and Mr. Beal provided input. NEW BUSINESS Transfer of Property in Lealman Heights to Pinellas County Ms. Driver reported that she had received a letter from Pinellas County requesting that the item be removed from the agenda; that the County no longer wishes to take transfer of the Lealman Heights property; and that it wants to further explore entering into a tri-party agreement. She indicated that she had presented member concerns regarding such a contract and discussed the prospect of entering into a management agreement with Real Estate Management. Following discussion with input by Chairman Cane and Mr. Long, Ms. Driver related that she would keep the members updated.

5

February 6, 2019

CSG Investment Review Mr. Jones referred to a memorandum titled Compliance with Investment Policy and Performance Measurement and presented the semi-annual investment review. He indicated that the monthly statements of the funds, investments, and securities of the Authority were reviewed to determine their compliance with the Authority’s investment policy; and that the six-month review period ended September 30, 2018; whereupon, he discussed the General and Housing Trust Funds and the composition of HFA investments, relating that total income for the period was nearly $240,000. In response to comments and queries by Chairman Cane and Mr. Long, Mr. Jones provided further information regarding income and investments; whereupon, Ms. Driver discussed the process of transferring investment pool funds, reporting that Federal Home Loan Bank and Regions Bank have provided her office with exceptional customer service. BCT Mediation Agreement Attorney Cronin related that due to events and circumstances that have occurred since the last HFA meeting, the members may wish to defer approval of the settlement agreement until the outstanding issues are resolved. In response to queries by Chairman Cane, Attorney Cronin provided further information regarding the governmental agency investigating BCT, relating that his office received a telephone call from the Federal Bureau of Investigation regarding the HFA’s complaint against the entity; whereupon, noting that only three members were present, Mr. Long moved, seconded by Mr. Beal, that the item be tabled until the next meeting. During discussion and in response to comments and queries by the members, Mr. Long related that he continues to support the settlement agreement; that, hopefully, recent events are only a small bump in the road; that there will likely be interactions between the HFA and BCT even if a settlement agreement is signed; and that he encourages the members to speak with Attorney Cronin about potential litigation outcomes and HFA goals, and Mr. Cane provided input. Upon call for the vote, the motion to table the item carried unanimously. ADJOURNMENT Upon motion by Mr. Beal, seconded by Mr. Long and carried unanimously, the meeting was adjourned at 3:42 P.M.

Assistant Secretary

6

Balance Beginning of Month 1,032,175.62$

Voided Check #12153 3,338.83$

1,035,514.45$

Disbursements:

A Top Dog Property Services, Inc. (1,725.00)

ADP (179.44)

AFLAC (2,123.68)

AmazonSmile (56.22)

Barbara Clark & Co, PA (10,690.00)

CSG Advisors Incorporated (7,808.17)

Delta (492.00)

Dufresne & Associates, CPA, PA (16,500.00)

Elizabeth Fisher (4.58)

FedEx (115.11)

Florida Municipal Insurance Trust (387.72)

FRS (3,542.57)

HFA Pinellas County 2nd Mortgages (5,000.00)

IGTECH365, LLC (2,300.96)

ImageNet Consulting of Vero Beach LLC (224.38)

Johnson, Pope, Bokor, Ruppel & Burns LLP (13,275.50)

Johnson, Pope, Bokor, Ruppel & Burns LLP- 1490 Loman Ct (166,835.82)

Karmen Lemberg (50.60)

Kathryn Driver (326.09)

Neighborhood Lending Partners (12,539.35)

Norstar (23,500.00)

Payroll (33,058.80)

Pinellas County BOCC (78,342.93)

Pinellas County Utilities (27.32)

Plymouth Plaza (2,666.01)

Polk County HFA c/o D. Alexander, Peterson & Myers (800.00)

Publix (17.97)

QuickBooks (60.00)

ReadyRefresh by Nestle (53.86)

Ready for Life, Inc. (17,702.27)

Southwest Airlines (911.97)

Stanley Steemer International Inc. (109.00)

Staples Advantage (126.86)

The Suncoast News (275.00)

US Bank Corporate Trust Services (2,157.74)

Verizon Wireless (104.40)

Total Cash Out (404,091.32)

2005A Refunding 5,434.88

2005B Refunding 383.38


2006B Refunding 31.10


Interest Earned 5,406.15

Issuer Fees 134,074.84

Mortgage Payments 21,146.28

Norton Mortgage Payments 2,174.72

Sunrise Mortgage Payments 6,388.68

NSP SF Mortgage Payments 7,318.88

Late Fee Income- Received from US Bank Home Mortgage 1,515.10

Pinellas County Housing Authority 75,000.00

Spectrum Business 65.47

Total Cash In 269,322.04

Balance End of Month 900,745.17$

Bank Accounts

01-101.0021 General Fund 7158 $ 900,745.17

Subtotal - Operating 900,745.17

01-105.001 Fed Home Loan Bank DIA 2,083,662.70

01-106.001 US Bank Custody Account 5,276,003.56

01-108.001 FLSAFE Investment Account 1,004,548.83

01-109.001 FLCLASS Investment Account 1,004,506.97

Total Bank Accounts 10,269,467.23$

HFA of Pinellas County

Cash Roll

January 2019

General Fund -Cash Roll

Page 1 of 1

Total

ASSETS

Current Assets

Bank Accounts

101.021 01-101.0021 General Fund 7158 900,745.17

105.001 01-105.001Fed Home Loan Bank DIA 2,083,662.70

106.001 01-106.001 US Bank Custody Account 5,276,003.56

108.001 01-108.001 FLSAFE Investment Account 1,004,548.83

109.001 01-109.001 FLCLASS Investment Account 1,004,506.97

Total Bank Accounts $ 10,269,467.23

Accounts Receivable

115.000 Accounts Receivable 1,110,513.22

Total Accounts Receivable $ 1,110,513.22

Other Current Assets

01-112 .001 Real Estate Owned 166,835.82

01-131.003 NSP I Rec 70.57

01-131.004 NSP II Rec 25,913.95

111.001 01-111.001FHLB Pledged Investments 3,712,918.82

Total Other Current Assets $ 3,905,739.16

Total Current Assets $ 15,285,719.61

Fixed Assets

01-166.901 Fixed Assets 6,230.49

Total Fixed Assets $ 6,230.49

Other Assets

01-128-901 2nd Mortgage Port 4,674,224.19

01-128.902 MF Mort Portfolio 2,278,601.71

01-128.903 TBCDC Revolving Cred 100,000.00

01-128.903.2 Clearwater Neighborhood Housing Services Revolving Loan Receivable 60,000.00

01-128.905 Notes & Mortg NSP I 435,358.21

01-128.906 Notes & Mortg NSP II 1,697,072.56

01-128.907 Notes & Mortg NSP 3 93,104.48

01-129.001 Temporary holding account (200.24)

01-134.001 Non Depreciable Asset 2,109.83

01-155.001 Long-term Prepaid Exp 2,500.00

01-156.903 GSE Program Multi-Co 1,229,160.15

01-170.000 Deferred Outflows 205,664.00

Total Other Assets $ 10,777,594.89

TOTAL ASSETS $ 26,069,544.99


Balance SheetAs of January 31, 2019

LIABILITIES AND EQUITY

Liabilities

Current Liabilities

Accounts Payable

01-202.001 Accounts Pay - Other (2,705.13)

01-202.002 Accounts Payable (1,023.04)

Total Accounts Payable $ (3,728.17)

Credit Cards

01-202. 005 Regions Commercial Bankcard 1,528.85

Total Credit Cards $ 1,528.85

Other Current Liabilities

Due to LAF 780.60

01-202.006 Salaries and Fringes Payable 3,663.39

01-203 .200 Capital Lease-Current Portion 2,615.81

Total Other Current Liabilities $ 7,059.80

Total Current Liabilities $ 4,860.48

Long-Term Liabilities

01-206 .001 Capital Lease Payable 3,680.54

01-208.009 NSP I Oblig Pinel Co 94,125.47

01-208.13 Oblig NSP II NLP 3,705,093.62

01-210.001 Payments (after SunTrust) 148.00

01-210.002 Deferred Revenue Mortgage Rec. 1,485,014.26

01-270.000 Deferred Inflows 29,346.00

01-280.000 Net Pension Liability 328,536.00

Total Long-Term Liabilities $ 5,645,943.89

Total Liabilities $ 5,650,804.37

Equity

3000 01-250.001 Opening Bal Equity 1,911,007.47

3900 01-272.001 Retained Earnings 18,350,914.08

Net Income 156,819.07

Total Equity $ 20,418,740.62

TOTAL LIABILITIES AND EQUITY $ 26,069,544.99

Thursday, Feb 14, 2019 07:56:16 AM GMT-8 - Accrual Basis

Jan 2019

Oct 2018 - Jan

2019 (YTD)

Income

01-344.003 NSP II Grant Inc

Maintenance 1,650.00 15,316.54

Total 01-344.003 NSP II Grant Inc $ 1,650.00 $ 15,316.54

01-345.100 Single Family Issuer Fees 27,393.95 88,888.74

01-345.101 Multi Family Issuer Fee Income

Bayside Apartments 12,812.50 12,812.50

Booker Creek 12,687.50 12,687.50

Columbian Apart 6,250.00 6,250.00

James Park 4,800.00 4,800.00

Oceanside Estates 13,750.00 13,750.00

Total 01-345.101 Multi Family Issuer Fee Income $ 50,300.00 $ 50,300.00

01-345.103 Extension Fees 1,515.10 9,030.94

01-345.200 TBA Income 21,660.41 141,014.03

01-345.700 Fee Income- Special Programs

Lutheran Towers 39,000.00

Oceanside Estates 20,184.65

Total 01-345.700 Fee Income- Special Programs $ - $ 59,184.65

01-345.803 Gain on Sale of FHLB Securities 5,186.13 20,553.72

01-345.900 Interest Income 35,740.69 141,635.41

Amortizing Home Key Loans 2,928.20 11,145.99

Clearwater Neighborhood Housing Services, Inc. 101.92

FHFC13 DPA Loans 54.33 136.21

FLSAFE and FLCLASS 4,440.62 9,055.80

TBCDC Revolving Cred 1,008.33

Total 01-345.900 Interest Income $ 43,163.84 $ 163,083.66

01-361.101 Bank Interest 2,423.62 15,661.49

01-361.134 Bond/Refunding proceeds revenue 34,720.48 67,888.30

Total Income $ 188,013.53 $ 630,922.07

Gross Profit $ 188,013.53 $ 630,922.07

Expenses

01-554. 01-554.0241 NSP III Non Reimb Exp 75.00 753.78

01-554.001Advertising (Legal) 662.75

01-554.002 Audit 19,800.00

01-554.003 Bond Participation 2,157.74 2,157.74

01-554.004 Memberships 3,375.00

01-554.005 Contract Services

00503 Network Services 1,215.36 9,972.16

554.00501 Contract Other 27,470.58 49,457.42

Total


Profit and LossJanuary 2019

Total 01-554.005 Contract Services $ 28,685.94 $ 59,429.58

01-554.006 Depreciation 214.84 859.36

01-554.011 Lease -Building

01-554 .01101 Common Area Maintenance 79.00 316.00

Lease - HFA 2,587.01 10,348.04

Total 01-554.011 Lease -Building $ 2,666.01 $ 10,664.04

01-554.012 Office Supplies

554.01201 Office Supplies 362.25 777.65

554.01202 Postage 212.31

554.01203 Printing 4.41 42.79

Total 01-554.012 Office Supplies $ 366.66 $ 1,032.75

01-554.013 Prof Sv - Consult

554.01301 Legal-HFA 13,275.00 60,222.50

554.01302 Prof Sv - Consult 7,808.17 21,253.22

Total 01-554.013 Prof Sv - Consult $ 21,083.17 $ 81,475.72

01-554.014 Promotional Expense 125.00 950.00

01-554.016 Salaries and Fringes 387.72 387.72

.016.002 Salaries Expense 31,589.84 118,936.94

.016.004 Payroll Tax Expense 2,416.64 5,522.88

.016.006 Pension Expense 2,614.57 9,829.51

.016.008 Insurance Expense 1,061.84 4,247.36

Total 01-554.016 Salaries and Fringes $ 38,070.61 $ 138,924.41

01-554.017 Telephone 355.69 970.96

01-554.018 Travel/Training 2,123.96 5,130.40

01-554.021 Grants to Organizat

Ready for Life, Inc. 14,363.44 36,612.90

Sadowsky Education Efforts 15,000.00

Total 01-554.021 Grants to Organizat $ 14,363.44 $ 51,612.90

01-554.027 NSP II Prog Exp

Maintenance 1,650.00 15,316.54

Total 01-554.027 NSP II Prog Exp $ 1,650.00 $ 15,316.54

01-591.001 Bank Fees 277.61 5,327.94

01-591.002 Misc Expenses 23,500.00 24,824.27

Late Fees and Interest-Misc. 3.48

Real Estate Owned Expenses 347.08 347.08

Total 01-591.002 Misc Expenses $ 23,847.08 $ 25,174.83

01-594. 001 Capital Lease Interest Expense 1.77 7.08

Total Expenses $ 136,064.52 $ 423,625.78

Net Operating Income $ 51,949.01 $ 207,296.29

Other Income

01-395.001 Unrealized Market Gain - FHLB Securities (25,587.20) (50,477.22)

Total Other Income $ (25,587.20) $ (50,477.22)

Net Other Income $ (25,587.20) $ (50,477.22)

Net Income $ 26,361.81 $ 156,819.07

Thursday, Feb 14, 2019 07:56:32 AM GMT-8 - Accrual Basis

Beginning Balance Operating 1,364,135.13$

Disbursements:

HTF Pinellas County 2nd Mortgages (7,500.00)

Total Cash Out (7,500.00)

Deposits:

Mortgage Payments 15,000.00 Pinellas Co Housing Authority (Redwood) 1,298.36

Total Cash In 16,298.36$

Ending Balance Operating 1,372,933.49$

Housing Finance Authority of Pinellas County Trust Fund

Trust Fund - Cash Roll

January 2019

Trust Fund - Cash1 of 1

Total

ASSETS

Current Assets

Bank Accounts

10-101.001 Regions Bank 66356 1,372,933.49

Total Bank Accounts $ 1,372,933.49

Accounts Receivable

115.003 DPA Loans 304,996.03

Total Accounts Receivable $ 304,996.03

Total Current Assets $ 1,677,929.52

Other Assets

10-137.000 Due from Lealman Properties Operating Funds Account 63,994.00

10-138.000 Advances to Lealman Trustee Trust Account 403,032.66

10-139.000 TBCDC and CSF Loan Receivable- McLaughlin Project 500,000.00

10-140.001 Second Mortgages Receivable-DPA 1,824,328.00

10-145.000 Second Mortgages Receivable-MF 276,093.09

Total Other Assets $ 3,067,447.75

TOTAL ASSETS $ 4,745,377.27


Liabilities

Current Liabilities


10-208.000 Trust Fund Dist. 1.00

Total Other Current Liabilities $ 1.00

Total Current Liabilities $ 1.00

Long-Term Liabilities

10-209.000 Due to Other Gov. 925,000.00

Total Long-Term Liabilities $ 925,000.00

Total Liabilities $ 925,001.00

Equity

10-250.001 Opening Bal Equity (4,999.31)

Retained Earnings 3,822,932.72

Net Income 2,442.86

Total Equity $ 3,820,376.27


Tuesday, Feb 05, 2019 02:18:26 PM GMT-8 - Accrual Basis


Balance SheetAs of January 31, 2019

Jan 2019

Oct 2018 - Jan 2019

(YTD)

Income

10-345.104 Program Income

361.006 Redwood Apts 689.07 2,765.36

Total 10-345.104 Program Income $ 689.07 $ 2,765.36

Total Income $ 689.07 $ 2,765.36

Gross Profit $ 689.07 $ 2,765.36

Expenses

10-554.006 Admin Expenses

Non Billed Admin Expenses

Office Supplies 322.50

Total Non Billed Admin Expenses $ - $ 322.50

Total 10-554.006 Admin Expenses $ - $ 322.50

Total Expenses $ - $ 322.50

Net Operating Income $ 689.07 $ 2,442.86

Net Income $ 689.07 $ 2,442.86

Total



Profit and LossJanuary 2019

Beginning Balance Operating 30,292.04$

Disbursements:

Bank Fees (32.61)

Total Cash Out (32.61)

Deposits:

-

Total Cash In -

Ending Balance Operating 30,259.43$

20-101 Regions Bank 20811 30,259.43

Ending Balance Operating $ 30,259.43

Cash Roll

January 2019

Housing Finance Authority of Pinellas County Land Assembly Fund

Trust Fund - Cash1 of 1

Total

ASSETS

Current Assets

Bank Accounts

20-101 Regions Land Assembly-20811 30,259.43

Total Bank Accounts $ 30,259.43

Other Current Assets

20-133 Due from HFA of Pinellas County-GF 780.60

Total Other Current Assets $ 780.60

Total Current Assets $ 31,040.03

Fixed Assets

20-150 Capital Assets-Land Trust-Garden Trail 1,023,003.00

20-151 Capital Assets-Land Trust-Delmar Terrace South 1,104,186.01

20-152 Capital Assets-Land Trust-Lealman 4,826,321.92

20-153 Capital Assets-Land Trust-McLaughlin Project 465,900.00

20-154 Capital Assets-Land Trust-Palms of Pinellas 937,796.96

20-155 Capital Assets-Land Trust-Woodlawn Trail 1,060,634.75

20-156 Capital Assets-Land Trust-3920 57th Ave N 99,437.82

20-157 Capital Assets-Land Trust-Greenway Lofts 703,312.64


20-159 Capital Assets-Land Trust-Oceanside Estates 1,654,038.00


20-162 Capital Assets-Land Trust-Clam Bayou 34th Ave. S. 272,222.00


20-166 Capital Assets-Land Trust-1119 Woodlawn St. 196,474.85


20-170 Accumulated Depreciation -474,317.79

Total Fixed Assets $ 12,206,422.58

TOTAL ASSETS $ 12,237,462.61


Liabilities

Current Liabilities


20-208 Assembly Land Distributions

208.3 Assembly Land Distributions-Due to BOCC 2,138.74

Total 20-208 Assembly Land Distributions $ 2,138.74

Total Other Current Liabilities $ 2,138.74

Total Current Liabilities $ 2,138.74

Total Liabilities $ 2,138.74

Equity

20-250 Invested in Capital Assets 12,680,740.37

Opening Balance Equity 0.01

Retained Earnings -396,329.23

Net Revenue -49,087.28

Total Equity $ 12,235,323.87




Statement of Financial PositionAs of January 31, 2019

Jan 2019 Oct 2018 - Jan 2019 (YTD)

Revenue

Total Revenue

Gross Profit $ 0.00 $ 0.00

Expenditures

20-556 Depreciation Expense 12,271.82 49,087.28

Total Expenditures $ 12,271.82 $ 49,087.28

Net Operating Revenue -$ 12,271.82 -$ 49,087.28

Net Revenue -$ 12,271.82 -$ 49,087.28

Total



Statement of ActivityJanuary 2019

H.F.A. OF PINELLAS COUNT

REVOLVING LOAN USAGE REPORT 10/2018 - 9/2019

HFA 200,000.00 Rev Loan

HFA REV FUND

DATE DESCRIPTION TYPE CR DR CASH BALANCE

Unused $ 10/1/18 200,000.00$

10/31/2018 No DPA's Oct 2018 200,000.00$

11/27/2018 Repay HFA - To reduce ck 1031 100,000.00$ 100,000.00$

11/30/2018 No DPA's Nov 2018

12/21/2018 P. Ware Clwr Ship 20,000.00$ 80,000.00$

1/10/2019 D. Sweet Largo Ship 35,000.00$ 45,000.00$

(Pin_hfa_revolving loan usage)

PINELLAS COUNTY PROJECTS STATUS AS OF 12/31/2018

MONTHLY REPORTS

LOW % LOW % %

OCC OCC INCL OCC OCC

PROJECTS UNITS (ACT) (ACT) VAC LOW (ACT) CHANGE

Alta Largo* 288 258 58 20% VL 90% -2%

Bayside Court 144 144 56 39% 100% +1%

Boca Ciega Townhomes 109 109 109 100% 100% 0%

Booker Creek 156 151 64 41% 97% -1%

Clearwater Apts 90 89 89 99% 99% +6%

James Park 82 79 79 100% 96% -4%

Pinellas Heights 153 148 148 100% 97% 0%

Oceanside Estates 104 Report Not Received Late Letter Sent

Viridian 188 187 187 100% 99% +1%(Columbian)

* Alta Largo is required to have a minimum of 20% Very Low Income Adjusted to Family Size.

PINELLAS COUNTY PROJECTS STATUS AS OF 12/31/2018

ANNUAL REPORTS

LOW % LOW %

OCC OCC INCL OCC

PROJECTS UNITS (ACT) (ACT) VAC LOW (ACT)

Ashley Place* 55

Boardwalk** 36

Cypress Pointe*** 26

HEP West **** 32 32 28 88% 100%

Magnolia Court***** 26 24 14 54% 92%

Oak Ridge Estates****** 62

Santo's Isle******* 50

Tarpon Village aka Sunrise Place 36********Transfiguration Manor 68*********

* 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

Reports Annually Next Report due 7/2019 (June Report)

Reports Annually Next Report due 7/2019 (June Report)

Reports Annually Next Report due 4/2019 (March Report)

Reports Annually Next Report due 10/2019 (Sept Report)




Memorandum

Housing Finance Authority 26750 US Highway 19 N., Suite 110 Clearwater, FL 33761 Phone: 727.223.6419

TO: Casey Cane, Chairman And Members of the Housing Finance Authority FROM: Karmen Lemberg, Director of Homeownership Programs and Operations SUBJECT: Single Family Program Update DATE: March 6, 2019 Below are the numbers for the continuous lending program 2019A as of February 26, 2019

Stage February # of Loans

January # of Loans

Held at FHLB $919,405 0 0 0 Pooled $0 6 $0 0 Purchased by Servicer $181,649 1 $823,705 5 eHP Compliance $510,515 3 $95,700 1 Underwriter Certification $363,356 3 $280,840 2 Reserved $709,778 4 $506,839 3 Total $2,684,703 17 $1,707,084 11

The March No Place Like Home show focused on public safety. We spoke about the SHERP all-terrain search and rescue vehicle and the Aftermath Data public safety application. February 12th we lowered rates to 4.875% on the government loans and 5.125% on the conventional loans. February 25th we purchased the first two securities to be held at the Federal Home Loan Bank for the 2019A bond. Reservations are steady and everything looks good.

Memorandum

Housing Finance Authority

26750 US Highway 19 N., Suite 110


Phone: 727-223-6418

TO: Casey Cane, Chairman

And Members of the Housing Finance Authority

FROM: Kathryn Driver, Executive Director

SUBJECT: Consideration of a Resolution re: Ranch at Pinellas Park, Phase Two

DATE: March 6, 2019

RECOMMENDATION: Staff recommends that the Housing Finance Authority (Authority) approve a

Resolution approving actions about the Ranch at Pinellas Park Project, Phase Two and authorizing a Mortgage

and Note and other related financing documents and other required actions.

BACKGROUND: Pinellas Affordable Living, Inc. (Developer) has submitted an application for funding in the

amount of $300,000 for Phase Two of the affordable housing project known as Ranch at Pinellas Park (Project).

Pinellas County provided funding for the first phase of the project which encompasses 25 units of affordable

housing that will be available for rental on a continuous basis to persons or families who have annual incomes

which do not exceed fifty percent (50%) of the Area Median Income (AMI), as defined and made available by

HUD, with adjustments for family size and will serve households with special needs. Phase One is currently

under construction. Phase Two of the Project will consist of 8 one-bedroom/one-bath units of affordable

housing that will be available for rental on a continuous basis to persons or families who have annual incomes

which do not exceed fifty percent (50%) of the Area Median Income (AMI). Phase Two will provide housing to

individuals who have extremely low income and who have been homeless for extended periods of time. The

application is anticipating funding from the HFA and Pinellas County. The HFA proposes to utilize a Housing

Trust Fund loan.

Staff seeks the Authority’s approval to provide $300,000 of Housing Trust Fund proceeds as evidenced by a

Promissory Note and Second Mortgage. Repayment of the Promissory Note shall be deferred until April 30,

2039 provided the developer complies with the terms of the Promissory Note, Second Mortgage and other

related financing documents. The Authority and the County have utilized similar deferred financing

arrangements when warranted for a specific project. Given the nature of the occupants of this Project, staff

recommends that the Authority finance Phase Two of this Project based upon a deferred repayment structure as

set forth in the form of Promissory Note.

Staff also notes that the HTF rules require that at least 15% of such funds be utilized for special needs projects

similar to the Ranch at Pinellas Park Project.

Ranch at Pinellas Park, Phase Two Application to

Housing Finance Authority of Pinellas County for Financing

Property: Ranch at Pinellas Park, Phase Two, 6505 96th Avenue N. and 9625 66th

Street N., Pinellas Park, FL

Project Summary: The Co-Developers are requesting funds to purchase the property and

construction 8 units of multi-family housing. This will be the second and

final phase of “The Ranch at Pinellas Park”. Phase One is a 25-unit

complex which is currently under construction. Phase Two will provide 8

one-bedroom apartments. All of the units will be reserved for households

with incomes at or below 50% AMI. All of the apartments will serve

households with special needs. Currently Boley Centers has 120

people/households on the waiting list for their HUD 811s and 713

people/households on the wait list for their Mainstream Rental vouchers

which provide affordable housing for the same population.

Anticipated Loan Size: ~$300,000 (Housing Trust Funds)

Borrower/Applicant: Pinellas Affordable Living, Inc. (Co-Developer)

Co-/Developer: Boley Centers (Co-Developer)

Participant Selection: Participants will be selected from Boley’s current waiting list. Applicants

must meet the basic eligibility criteria which include income verification

and verification of disability. Walk-in applicants may be accepted.

Priority will be given to households who have been homeless for an

extensive period of time, or experienced frequent instances of

homelessness.

Services Provided: All of the residents will be assigned to a staff person called a Recovery

Specialist. The Recovery Specialist’s job is to help the residents get the

service, treatment and support needed to obtain ability and remain in

housing. The Recovery Specialist will ensure the household has food,

clothing, hygiene products and household items needed to maintain an

apartment. The Recovery Specialist will make referrals for psychiatric and

substance abuse treatments, medical and dental services and ensure the

resident has transportation to get to all appointments. The Recovery

Specialist will accompany the resident to the appointments as needed.

Coordination with Other

Agencies:

Boley Centers has been part of Pinellas County’s social service network

for over 48 years. Additionally, Boley has been a member of the local

homeless coalition since its inception. Boley staff work directly with other

agencies to ensure services are coordinated on an as needed basis. These

agencies include Directions for Mental Health, The Suncoast Centers for

Mental Health, the Pinellas County Health Department, Operation PAR,

Abilities, Inc. of Florida, Salvation Army, Daystar, Homeless Emergency

Project, St. Vincent DePaul, local hospitals, mental health counselors,

vocational schools and many others.

Cost of Project: $1,237,136

• $300,000 (HFA)

• $937,136 (Pinellas County)

Other Team Members; • WS Architecture

• Vickstrom Engineering Services

• Bandes Construction Company

RESOLUTION No. 2019-___

A RESOLUTION OF THE HOUSING FINANCE AUTHORITY OF PINELLAS

COUNTY, FLORIDA AUTHORIZING, APPROVING AND RATIFYING ACTIONS

IN CONNECTION WITH THE RANCH AT PINELLAS PARK PROPERTY TO

PROVIDE AFFORDABLE MULTIFAMILY HOUSING; AUTHORIZING UP TO A

$300,000.00 SUBORDINATE LOAN TO PINELLAS AFFORDABLE LIVING, INC.,

THE DEVELOPER OF THE RANCH AT PINELLAS PARK PROPERTY FROM

THE COMMUNITY HOUSING TRUST FUND, WHICH IS ADMINISTERED BY

THE AUTHORITY ON BEHALF OF PINELLAS COUNTY IN FURTHERANCE

OF THE COUNTY’S COMMUNITY HOUSING PROGRAM, WHICH FUNDS

SHALL BE USED TO PARTIALLY FINANCE THE CONSTRUCTION AND/OR

REHABILITATION OF THE RANCH AT PINELLAS PARK AFFORDABLE

HOUSING PROJECT; DELEGATING AUTHORITY TO IMPLEMENT THESE

ACTIONS; AUTHORIZING ADDITIONAL REQUIRED ACTIONS AND

PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Legislature of the State of Florida (the "State") enacted the Florida Housing Finance

Authority Law, Part VI, Chapter 159, Florida Statutes, as amended (the "Act"), pursuant to which the State has

empowered each county in the State to create by ordinance a separate public body corporate and politic to be known

as a housing finance authority of the county for the purpose of alleviating a shortage of affordable housing and capital

for investment in housing in the area of operation of such housing finance authority; and

WHEREAS, pursuant to the Act, the Board of County Commissioners of Pinellas County, Florida (the

"Board"), by Ordinance No. 82-32, enacted on October 26, 1982 (the "Ordinance"), declared the need for a housing

finance authority to function in Pinellas County, Florida (the "County") and creating the Housing Finance Authority

of Pinellas County, Florida (the "Authority"); and

WHEREAS, the Board adopted Resolution 05-237 establishing the Pinellas County Community Housing

Program to address community housing needs; and

WHEREAS, the Authority is responsible for administering the Community Housing Trust Fund on behalf of

the County; and

WHEREAS, the County and the Authority have determined that there exists within the County a shortage of

decent, safe and sanitary affordable housing and there exists within the County a shortage of available property and

funds to stimulate the availability of affordable housing within the County;

WHEREAS, the Authority desires to assist in the development and completion of the Ranch at Pinellas Park

Project by providing additional financing via Community Housing Trust Fund monies in partnership with Pinellas

County, Florida; and

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WHEREAS, the Authority desires to assist in the development of the Ranch at Pinellas Park Project, as

further evidenced herein by authorizing the utilization of Community Housing Trust Fund monies of Three Hundred

Thousand and 00/100 Dollars ($300,000.00), which shall be evidenced by a Promissory Note and Second Mortgage,

copies of which are attached to this Resolution and the terms of which are incorporated herein by reference; and

WHEREAS, the Authority is authorized to carry out the public purposes described in the Act, and as

delegated to the Authority by the Board, which is to provide and preserve affordable housing, and accordingly is

adopting this Resolution in furtherance of the public policies set forth in the above described resolutions, ordinances

and actions of the Board and the Authority.

NOW, THEREFORE, be it resolved by the Housing Finance Authority of Pinellas County, Florida:

Section 1. Authority for Resolution. This Resolution is adopted pursuant to the provisions of the Act,

the rules of the Authority and other applicable provisions of law and the Authority and its members have full authority

to carry out the purposes of Act. The recitals to this Resolution are incorporated herein as findings of fact and the

basis for the Authority’s actions taken pursuant to this Resolution.

Section 2. Background/Reasons for Resolution. The property, known as Ranch at Pinellas Park, is an

affordable housing project site, located at 9625 66th Street N., Pinellas Park, Pinellas County (“Property”). The

Property is intended to be developed in phases with the first phase having 25 units of newly constructed multi-family

housing and phase two having 8 units of multi-family housing (“Project”). All of the residential units will be rented

to households with incomes at or below 50% Area Medium Income (“AMI”), as defined and made available by HUD.

Section 3. Authorization to Execute and Enter into Financing Documents. The Authority is

authorized to negotiate and finalize the terms of a Promissory Note and Second Mortgage substantially in the form

attached as Exhibit “A” hereto. Payment of the principal amount of the Promissory Note is deferred until April 30,

2039, provided the developer complies with the provisions of the Promissory Note, Second Mortgage and other related

documents. The Authority is authorized to accept and use proceeds from the Housing Trust Fund in order to provide

the proceeds as evidenced by the Promissory Note attached hereto. Completion of this financing is subject to Pinellas

County also providing their share of financing and other normal conditions to closing.

Section 4. Authorization to Execute Other Related Documents. Any member of the Authority, or its

Executive Director, are hereby authorized and directed to execute any and all certifications, instruments, mortgages,

subordination agreements, assignments, endorsements, land use restriction agreements, management agreements or

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documents necessary to effectuate the intent and purpose of this Resolution. All actions taken to date by members of

the Authority and the staff and counsel of the Authority in furtherance of these matters is hereby approved, confirmed

and ratified.

Section 5. Severability. If any section, paragraph, clause or provision of this Resolution shall be held

to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it

being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the

invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 6. Headings Not Part of Resolution. Any headings preceding the text of the several sections

of this Resolution shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor

shall such headings affect the meaning, construction or effect of this Resolution.

Section 7. Compliance with Law. The Authority has complied with all requirements of law in

connection with the adoption of this Resolution, including, without limitation, all applicable provisions of the Act.

All formal actions of the Authority concerning and relating to the adoption of this Resolution were taken in an open

meeting of the members of the Authority and all deliberations of the members of the Authority and of its committees,

if any, which resulted in such formal actions were taken in meetings open to the public, in full compliance with legal

requirements.

Section 8. Conflicting Resolutions Repealed. All resolutions of the Authority in conflict, in whole or

in part, with the provisions of this Resolution are, to the extent of such conflict, hereby superseded and repealed.

Section 9. Effective Date. This Resolution shall become effective immediately upon its adoption,

approved and adopted by the Housing Finance Authority of Pinellas County, Florida this 6th day of March, 2019.

HOUSING FINANCE AUTHORITY OF

PINELLAS COUNTY, FLORIDA

[SEAL]

By:

Chairman

ATTEST:

Secretary

5371088v1

THIS INSTRUMENT PREPARED BY

AND RETURN TO: Housing Finance Authority of Pinellas County 26750 US Highway 19 North, Suite 110 Clearwater, FL 33761

SECOND MORTGAGE

THIS SECOND MORTGAGE (“Mortgage”) is given on ____________, 2019, by PINELLAS AFFORDABLE LIVING, INC., a Florida not-for-profit corporation, whose address is 445 31st Street N., St. Petersburg, FL 33713 (hereinafter referred to as the "Mortgagor"), to HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA, whose address is 26750 US Highway 19 North, Suite 110, Clearwater, FL 33761 (hereafter referred to as the "Mortgagee").

W I T N E S S E T H:

Mortgagor, in consideration of the aggregate sum named in the Note hereinafter described, and other valuable consideration, the receipt of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto Mortgagee, all of Mortgagor’s fee simple interest in the real property located in Pinellas County, Florida, described as follows:

See Exhibit "A" attached hereto and incorporated herein by reference.

TOGETHER with all buildings, structures and other improvements now or hereafter located on, above or below the surface of the real property, or any part or parcel thereof; and TOGETHER with all rights, title and interest of Mortgagor in and to the minerals, soil, flowers, shrubs, crops, trees, timber and other emblements now or hereafter on the real property or under or above the same or any part or parcel thereof; and TOGETHER with all and singular the tenements, hereditaments, easements, riparian and littoral rights, and appurtenances thereunto belonging or in any way appertaining, whether now owned or hereafter acquired by Mortgagor, and including all rights of ingress and egress to and from adjoining property (whether such rights now exist or subsequently arise) together with the reversion or reversions, remainder or remainders, rents, issues and profits thereof; and also all the estate, right, title, interest, homestead, dower, right of dower, elective share, separate estate,

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property, possession, claim and demand whatsoever of Mortgagor of, in and to the same and of, in and to every part and parcel thereof; and TOGETHER with all machinery, apparatus, equipment, fittings, fixtures, whether actually or constructively attached to the real property and including all trade, domestic and ornamental fixtures, and articles of personal property of every kind and nature whatsoever (hereinafter collectively called "Equipment"), now or hereafter located in, upon or under the real property or any part thereof and used or usable in connection with any present or future operation of the real property and now owned or hereafter acquired by Mortgagor, including, but without limiting the generality of the foregoing, all heating, air conditioning, freezing, lighting, laundry, incinerating and power equipment; engines; pipes; pumps; tanks; motors; conduits; switchboards; plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating and communications apparatus; boilers, ranges, furnaces, oil burners or units thereof; appliances; aircooling and air conditioning apparatus; vacuum cleaning systems; elevators; escalators; shades; awnings; screens; storm doors and windows; stoves; wall beds; refrigerators; attached cabinets; partitions; ducts and compressors; rugs and carpets; draperies; furniture and furnishings; together with all building materials and equipment now or hereafter delivered to the real property and intended to be installed therein, including but not limited to, lumber, plaster, cement, shingles, roofing, plumbing, fixtures, pipe, lath, wallboard, cabinets, nails, sinks, toilets, furnaces, heaters, brick, tile, water heaters, screens, window frames, glass, doors, flooring, paint, lighting fixtures and unattached refrigerating, cooking, heating and ventilating appliances and equipment; together with all proceeds, additions and accessions thereto and replacements thereof (Mortgagor hereby agreeing with respect to all additions and replacements to execute and deliver from time to time such further instruments as may be requested by Mortgagee to confirm the conveyance, transfer and assignment of any of the foregoing); and TOGETHER with all of the water, sanitary and storm sewer systems now or hereafter owned by Mortgagor which are now or hereafter located by, over, and upon the real property, or any part and parcel thereof, and which water system includes all water mains, service laterals, hydrants, valves and appurtenances, and which sewer system includes all sanitary sewer lines, including mains, laterals, manholes and appurtenances; and TOGETHER with all paving for streets, roads, walkways or entrance ways now or hereafter owned by Mortgagor and which are now or hereafter located on the real property or any part or parcel thereof; and TOGETHER with Mortgagor's interest in and to all leases of the real property, or any part thereof, heretofore made and entered into, and in and to all leases hereafter made and entered into by Mortgagor during the life of this Mortgage or any extension or renewal hereof, together with any and all guarantees thereof and including all present and future security deposits and advance rentals reserving to Mortgagor its equity of redemption rights herein provided and hereby intending that in case of foreclosure sale, the tenant's interest in any such leases then in force shall, upon expiration of Mortgagor's right of redemption, pass to the purchaser at such sale as a part of the mortgaged property; subject to election by the purchaser to terminate or enforce any of such leases hereafter made; and

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TOGETHER with any and all awards or payments, including interest thereon, and the right to receive the same, as a result of (a) the exercise of the right of condemnation or eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to, taking of, or decrease in the value of, the mortgaged property, to the extent of all amounts which may be secured by this Mortgage at the date of receipt of any such award or payment by Mortgagee and of the reasonable attorney's fees (including paralegal's fees), costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment; and TOGETHER with all of the right, title and interest of Mortgagor in and to all unearned premiums accrued, accruing or to accrue under any and all insurance policies now or hereafter provided pursuant to the terms of this Mortgage, and all proceeds or sums payable for the loss of or damage to (a) any property encumbered hereby, or (b) rents, revenues, income, profits or proceeds from leases, franchises, concessions or licenses of or on any part of the mortgaged property; and ALL the foregoing encumbered by this Mortgage being collectively referred to herein as the "Premises." AND Mortgagor hereby covenants with Mortgagee and with any purchaser at foreclosure sale hereunder that Mortgagor is indefeasibly seized of the fee simple estate of the Premises, and has full power and lawful right to convey the same as aforesaid and that it shall be lawful for Mortgagee at all times hereafter peaceably and quietly to enter upon, hold, occupy and enjoy the Premises and every part thereof; and that the Premises and every part thereof is free from all encumbrances; and that Mortgagor will make such other and further assurances to perfect the fee simple estate title to the Premises, and any part thereof, in Mortgagee, or in any purchaser at foreclosure sale hereunder, as may hereafter reasonably be required; and that Mortgagor hereby fully warrants the title to the Premises and every part thereof and will defend the same against the lawful claims of all persons whomsoever. CONDITIONED, HOWEVER, that if the maker of the Note hereafter described shall pay or cause to be paid to Mortgagee, at its office and principal place of business or at such other place which may hereafter be designated by Mortgagee, its or their successors or assigns, with interest the principal sum stated in that certain Note, a copy of which is attached hereto as Exhibit "B" and incorporated herein (the "Note"), as well as all future advances and all other sums, indebtedness, obligations and liabilities for which this instrument is security, and if Mortgagor shall also fully perform all the covenants, conditions and terms of this Mortgage, then these presents shall be void, otherwise to remain in full force and effect. If any of the Premises is of a nature so that a security interest therein can be perfected under the Uniform Commercial Code, this instrument shall constitute a Security Agreement and Mortgagor agrees to join with Mortgagee in execution of any financing statements and to execute any other instruments that may be required for the perfection or renewal of such security interest under the Uniform Commercial Code. In regard thereto, Mortgagee shall have, as additional and cumulative rights and remedies all of the rights and remedies provided in said Uniform Commercial Code.

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This Mortgage and the Premises are also given as security for any and all other sums, indebtedness, obligations and liabilities of any and every kind now or hereafter, during the term hereof, owing and to become due from Mortgagor to Mortgagee or to the holder of the Note, or to the assignees thereof, howsoever created, incurred, evidenced, acquired or arising, whether under the Note, this Mortgage, or any other instrument, obligation, contract, or agreement or dealing of any and every kind now or hereafter existing or entered into between Mortgagor and Mortgagee, or otherwise, as amended or modified or supplemented from time to time, and whether direct, indirect, primary, secondary, fixed or contingent, and any and all renewals, modifications or extensions of any or all of the foregoing. Any additional sum or sums advanced by the then holder of the Note secured hereby to or for the benefit of Mortgagor, whether such advances are obligatory or are made at the option of Mortgagee, or otherwise, at any time within twenty (20) years after the date of this Mortgage, with interest thereon at the rate agreed upon at the time of each additional loan or advance, shall be equally secured with and have the same priority as the original indebtedness and be subject to all of the terms and provisions of this Mortgage, whether or not such additional loan or advance is evidenced by a promissory note of the borrowers and whether or not identified by a recital that it is secured by this Mortgage; provided that the aggregate amount of principal indebtedness outstanding and so secured at any one time shall not exceed the sum equal to three (3) times the principal sum of the Note, plus interest and disbursements made for the payment of taxes, levies or insurance on the Premises with interest on such disbursements, and provided further that it is understood and agreed that this future advance provision shall not be construed to obligate Mortgagee to make any such additional loans or advances. Any reference herein to the Note shall include any promissory note or other instrument evidencing such future advance. It is the intent hereof to secure payment of the Note and obligations whether the entire amount shall have been advanced to Mortgagor at the date hereof, or at a later date, and to secure any other amount or amounts that may be added to the mortgage indebtedness under the terms of this instrument (all of which are collectively referred to herein as the "Secured Indebtedness"), the entire Secured Indebtedness being equally secured with and having the same priority as any amounts advanced at the date hereof. AND Mortgagor covenants with Mortgagee as follows: 1. Mortgagor shall pay all and singular the principal and interest and other sums of money payable according to the tenor of the Note and this Mortgage, and of any other Secured Indebtedness according to its terms. 2. Mortgagor shall pay, before they become delinquent, all taxes and assessments of every nature affecting the Premises, and all other charges and encumbrances which now are, or hereafter shall be, or appear to be a lien upon the the Premises or any part thereof. In default thereof, Mortgagee may (but shall not be obliged to) pay and discharge such taxes, assessments, charges and encumbrances, and pay such sums of money as it may deem necessary therefor, and shall be the sole judge of the validity, legality or priority thereof; and every payment so made shall bear interest at the maximum legal rate and be secured by the lien of this Mortgage.

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3. Mortgagor will permit, commit or suffer no waste, impairment or deterioration of the Premises and will keep and maintain all improvements now or hereafter on the land in sound condition and good repair; and no building shall be removed, demolished or substantially altered nor shall any fixture or articles of personal property covered by this Mortgage be removed without written consent of Mortgagee. Should Mortgagor fail to make such necessary repairs, then Mortgagee may, at its option, make such repairs or remedy any waste, and any such sums expended by Mortgagee shall be immediately due and payable and shall bear interest at the maximum legal rate and shall be secured by the lien hereof. 4. Mortgagor shall take no action to amend the zoning or land use designation, or any approved master or site plan, for the Premises, without Mortgagee's prior written consent, which consent may be withheld in Mortgagee's sole and absolute discretion. 5. Mortgagor shall keep the buildings and improvements now or hereafter comprising part of the Premises and articles of personal property covered by this Mortgage insured against loss by fire and other losses normally covered by an extended coverage endorsement, and against flood loss and loss by such other hazards as may be from time to time required by Mortgagee, in such form and amounts and in such companies approved by Mortgagee. All policies of insurance which insure against any loss or damage to the Premises shall provide for loss payable to Mortgagee, without contribution by Mortgagee, pursuant to New York Standard or other mortgagee clause satisfactory to Mortgagee. In the absence of specific directions from Mortgagee, Mortgagor shall keep in force insurance required to prevent Mortgagor from becoming a coinsurer under the terms of the applicable policy, or the amount of the Note, whichever is greater. Mortgagor agrees in the event of any loss under any policy of insurance during the pendency of a default hereunder, that the proceeds shall be paid directly to Mortgagee and Mortgagee may, in its sole discretion, apply the amount so collected, or any part thereof, on the Secured Indebtedness in whatever manner Mortgagee may deem advisable, and to the extent Mortgagee is not in default hereunder toward the repair or restoration of the damaged Premises, or any portion thereof. In case Mortgagor fails so to insure as herein agreed, Mortgagee is hereby authorized to (but is not obliged to) procure and pay for such fire or other insurance; and every payment shall bear interest from the date thereof at the maximum legal rate and shall be secured by the lien hereof. 6. The Secured Indebtedness shall become due and payable, at the option of Mortgagee, without notice or demand, after default in the payment of any installment of principal or interest on the Note, or after default in the payment of any tax, assessment or insurance premium, or after default in the performance of any covenant herein or in any other Loan Document delivered to Mortgagee in connection with the Note or other Secured Indebtedness, and the Mortgage be foreclosed, and all costs and expenses of collection of said monies by foreclosure or otherwise, including attorney's fees (as defined in the Note) and costs of abstract of title, title insurance policy, or other title expense, shall be paid by Mortgagor and secured hereby. For purposes hereof, "Loan Document" shall mean the Note, this Mortgage and any other documents between Mortgagor and Mortgagee related to the Secured Indebtedness.

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7. If suit is instituted to foreclose this Mortgage or to enforce payment of any Secured Indebtedness, or the performance of any covenant or obligation hereunder, Mortgagee shall be entitled to the appointment of a Receiver to take charge of the Premises, to collect the rents, issues and profits therefrom, and to complete any construction and care for the Premises, without proving insolvency, or any other grounds for extraordinary relief, and Mortgagor hereby consents to such appointment ex parte without notice, and such appointment shall be made by the court having jurisdiction thereof as a matter of right to Mortgagee and without reference to the adequacy of the security, or to the solvency or insolvency of Mortgagor; and all rents, profits, incomes, issues and revenues of the Premises are hereby assigned and pledged as further security for payment of the Secured Indebtedness with the right on the part of Mortgagee at any time after default hereunder to demand and receive the same and apply the same to the Secured Indebtedness. 8. If foreclosure proceedings of any other mortgage, security agreement, or any other lien of any kind shall be instituted in regard to the Premises, or should Mortgagor default in any other loan from Mortgagee to Mortgagor, Mortgagee may, at its option, immediately or thereafter declare this Mortgage and the Secured Indebtedness due and payable. 9. If the Premises, or any part thereof, shall be condemned or taken for public use under powers of eminent domain, during the pendency of a default hereunder, Mortgagee shall have the right to demand that all money awarded for the appropriation thereof, or damage to the Premises, shall be paid to Mortgagee up to the amount of the outstanding Secured Indebtedness and may be applied upon the payment last payable under this Mortgage and the obligation secured hereby. To the extent Mortgagee is not in default hereunder and the money awarded is allocable to the improvements located on the Premises, such award shall be paid to Mortgagee to be used toward the repair or restoration of the damaged Premises. Such condemnation or application shall not otherwise affect or vary the obligation of Mortgagor to pay the Secured Indebtedness. 10. Mortgagee may, from time to time, extend the time of payment of the Note to subsequent owners of the Premises, without notice to or request from the makers of the Note, and any such extension of time of payment shall not release the makers from liability on the Note. 11. If, after this date there is enacted any law deducting from the value of the Premises for the purpose of taxation the amount of any lien thereon, or imposing upon Mortgagee the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Mortgagor, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or Mortgagor's interest in the property, or the manner thereof, then, and in any such event, Mortgagor upon demand by Mortgagee, shall pay such taxes or assessments, or reimburse Mortgagee therefor; provided, however, that if in the opinion of counsel for Mortgagee (a) it might be unlawful to require Mortgagor to make such payment, or (b) the making of such payment might result in the imposition of interest beyond the maximum amount permitted by law, then and in such event, Mortgagee may elect, by notice in writing given to Mortgagor, to declare all of the indebtedness secured hereby to become due and payable sixty (60) days from the giving of such notice.

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12. Mortgagee and any persons authorized shall have the right to enter and inspect the Premises at all reasonable times. 13. All covenants and stipulations herein shall bind the heirs, executors and administrators, successors and assigns of Mortgagor and shall inure to the benefit of and be available to the successors and assigns of Mortgagee. 14. The word "Mortgagor," if it appears hereby that there is more than one, shall, wherever herein used, be construed in the plural; and all the covenants, agreements and undertakings, herein set forth, shall be joint and several. If any provision of this Mortgage or any other Loan Document, or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of the instrument in which such provision is contained, nor the application of the provision to other persons, entities or circumstances, nor any other instrument referred to hereinabove shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. 15. If conveyance or lease of any interest in the Premises or any portion thereof or further encumbrance thereof should be made by Mortgagor without the prior written consent of Mortgagee, which consent may be withheld in Mortgagee's sole and absolute discretion, and at the option of Mortgagee and without notice to Mortgagor, the Secured Indebtedness shall immediately become due and payable in full whether the same is so due and payable and otherwise in default by the specific terms hereof or not. 16. To the extent permitted by law, Mortgagor hereby waives all right of homestead and exemption granted by the Constitution and laws of Florida. It is specifically agreed that time is of the essence of this Mortgage. 17. Any indulgence or departure at any time by Mortgagor, its successors or assigns, from any of the provisions hereof, or of any obligation hereby secured, shall not modify the same or relate to the future or waive future compliance therewith by Mortgagor. No act of omission or commission of Mortgagee, including, without limitation, any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver, release or modification of the same, any such waiver, release or modification to be effected only through a written document executed by Mortgagee and then only to the extent specifically recited therein. 18. If Mortgagor (or the then owner of the Premises) should become a debtor under any bankruptcy law, either voluntary or involuntary, or should a receiver be appointed for Mortgagor or should Mortgagor become subject to a plan or arrangement under the Bankruptcy Code, or should Mortgagor commit an act of bankruptcy, unless, in the case of a petition filed against Mortgagor, the same is not dismissed within sixty (60) days, then and in any one of such events, this Mortgage and the Note for which the same is given to secure and all other Secured Indebtedness shall become immediately due and payable and Mortgagee shall have the right at its option to immediately foreclose this Mortgage without notice.

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19. Mortgagor will defend, at its own cost and expense, and indemnify and hold Mortgagee harmless from, any action, proceeding or claim affecting the Premises, the Note, Mortgage or any other Loan Document. Costs and expenses will include all reasonable attorney's fees (as defined in the Note). If Mortgagor neglects or refuses to act pursuant to this Section, Mortgagee, at its option (whether electing to declare the entire Secured Indebtedness due and collectible or not, or to pursue other remedies for an Event of Default), may pay for all reasonable attorney's fees (as defined in the Note), costs and expenses incurred in any such action. All such payments, bearing interest thereon from the time of payment at the maximum rate of interest permitted by law, shall be deemed a part of the Secured Indebtedness and shall be immediately due and payable by Mortgagor to Mortgagee. 20. Mortgagor warrants and represents that Mortgagor has complied, and shall hereafter comply, with all valid laws, rules, ordinances and regulations of the federal, state and local governments, and all agencies and subdivisions thereof, which laws, rules, ordinances and regulations apply or relate to the Premises, the development, construction and improvements existing or contemplated thereon or as a part thereof, and the use, lease, sale or other disposition of the Premises, or parts thereof, or the improvements now or hereafter located thereon or a part thereof, including, but not limited to all such laws, rules, ordinances, and regulations regarding land use, zoning, building, subdivision, environment, OSHA, pollution and sales practices. 21. In no event shall the amount of interest due or payments in the nature of interest payable in regard to the Note, other Secured Indebtedness or hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time, and in the event any such payment is paid by Mortgagor or received by Mortgagee, then such excess sum shall be credited as a payment of principal, unless the undersigned shall notify Mortgagee, in writing, that the undersigned elects to have such excess sum returned to it forthwith. 22. If there is a default hereunder or under the Note or any other Loan Document, including, but not limited to, the loan documents by and between Mortgagor and First Mortgagee (hereinafter defined), after expiration of any applicable cure or grace periods, Mortgagee shall have, in addition to the rights and remedies specified herein, all other rights and remedies provided by law, in the Note or in any other Loan Document. The remedies of Mortgagee, as provided herein or in the Note, or any other Loan Document, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Mortgagee, and may be exercised as often as occasion therefor may arise. A waiver or release with reference to any one event shall not be construed as continuing as a bar to, or as a waiver or release of any subsequent right, remedy or recourse as to a subsequent event.

24. Notwithstanding anything herein to the contrary, the rights of Mortgagor hereunder are subordinate to the rights of Pinellas County, a political subdivision of the State of Florida (“First Mortgagee”), pursuant to that certain Mortgage dated ___________, 2019, recorded in O.R. Book _____, Page ____, of the Public Records of Pinellas County, Florida.

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IN WITNESS WHEREOF, Mortgagor has duly signed, sealed and executed this instrument in the presence of the subscribing witnesses the day and year first aforesaid. Signed, Sealed & Delivered in the Presence of: “BORROWER” PINELLAS AFFORDABLE LIVING, INC., a Florida not-for-profit corporation _____________________________ ______________________________ Signature By: _____________________________ Print name _____________________________ Signature _____________________________ Print name STATE OF FLORIDA ) COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of ______________, 2019, by ____________ as ______________ of PINELLAS AFFORDABLE LIVING, INC., a Florida not-for-profit corporation, who personally known to me or has produced ________________________________________________ as identification. ______________________________ Notary Public Print name:___________________ My commission expires: .138552

#5371094_1

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EXHIBIT “A”

Legal Description That certain real property located and situated in Pinellas County, Florida, more particularly described as follows: Parcel 1: The West 75.00 feet of the East 150.00 feet of the South ¼ of Farm 24 in Section 20, Township 30 South, Range 16 East, Plat of Pinellas Farms, according to the map or plat thereof as recorded in Plat Book 7, Page 4, of the Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part. Parcel 2: The East 75.00 feet of the South ¼ of Farm 24 in Section 20, Township 30 South, Range 16 East, Plat of Pinellas Farms, according to the map or plat thereof as recorded in Plat Book 7, Page 4, of the Public Records of Hillsborough County, Florida, of which Pinellas County was formerly a part.

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EXHIBIT “B”

NOTE

NOTE

$300,000.00 Clearwater, Florida ___________, 2019 FOR VALUE RECEIVED, the undersigned (“Borrower”), promises to pay to the order of HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA (hereinafter, together with any holder hereof, called "Holder"), at 26750 US Highway 19 North, Suite 110, Clearwater, FL 33761, or at such other place as the Holder may from time to time designate in writing, without grace, the principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), together with interest at the rate of ZERO PERCENT (0.00%) on the unpaid principal balance from time to time outstanding, from the date hereof, in accordance with the following provisions:

Payment of the principal amount of this Note is deferred until January 31, 2049, if Borrower:

(a) Remains fee simple owner of the Premises (as defined in the Mortgage); and

(b) Complies with the terms and conditions of that certain Land Use Restriction

Agreement between Borrower and Pinellas County, dated ___________, 2019, and the terms and conditions of that certain Pinellas County Affordable Housing Development Program Agency Agreement Operates between Borrower and Pinellas County, dated _________, 2019; and

(c) Is not otherwise in default under this Note and the Second Mortgage of even date

herewith (the “Mortgage”). This Note and the instruments securing it have been executed and delivered in, and their terms and provisions are to be governed and construed by the laws of the State of Florida. This Note may be prepaid in whole or in part at any time without penalty. If this Note provides for installment payments of principal, prepayment of principal payments shall apply in the inverse order such installment payments are due, applying first to the last principal installment payment due hereunder. Prepayments shall not affect or vary the duty of the undersigned to pay all obligations when due, and they shall not affect or impair the right of the Holder to pursue all remedies available to it hereunder, under the Mortgage securing this indebtedness, or under any other Security or Loan Document (as defined in the Mortgage).

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This Note is secured by the Mortgage executed by the undersigned in favor of the Holder, which is a lien on a certain estate in real property, described therein and the improvements located thereon. Any payment of principal or interest which is not made when due, as herein provided, shall bear interest at the rate of ten percent (10.00%) per annum, until paid, and in addition the undersigned will pay Holder a "late charge" in the amount of five percent (5.00%) of the installment due, which shall be for the purpose of reimbursing the Holder for out-of-pocket direct expenses incurred by reason of such late payment, which shall not exceed the expense so incurred. In no event shall the amount of interest due or payments in the nature of interest payable hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time, and in the event any such payment is paid by the undersigned or received by the Holder, then such excess sum shall be credited as a payment of principal, unless the undersigned shall notify the Holder, in writing, that the undersigned elects to have such excess sum returned to it forthwith. The Holder shall have the optional right to declare the amount of the total balance hereof to be due and forthwith payable in advance of the maturity date of any sum due or installment, as fixed herein, upon the failure of the undersigned to pay, within five (5) days of the date when due, any of the installments of interest and principal, or upon the occurrence of any Event of Default or failure to perform in accordance with any of the terms and conditions in the Mortgage securing this Note or in any other Security or Loan Document (after expiration of any applicable cure or grace periods). Upon exercise of this option by the Holder, the entire unpaid principal shall bear interest at the maximum rate permitted by law until paid. Forbearance to exercise this option with respect to any failure or breach of the undersigned shall not constitute a waiver of the right as to any continuing failure or breach or any subsequent failure or breach. Exercise of this option shall be without notice to the undersigned, notice of such exercise being hereby expressly waived.

Time is of the essence of this Note and, in case this Note is collected by law or through an attorney at law, or under advice therefrom, the undersigned agrees to pay all costs of collection, including reasonable attorney's fees. Reasonable attorney's fees are defined to include, but not be limited to, all fees incurred in all matters of collection and enforcement, construction and interpretation, before, during and after trial, proceedings and appeals, as well as appearances in and connected with any bankruptcy proceedings or creditors' reorganization or similar proceedings. The undersigned jointly and severally agree to pay any documentary stamp taxes, intangible taxes or other taxes (except for federal or Florida franchise or income taxes based on Holder's net income) which may now or hereafter apply to this Note or the loan or any security therefore, and the undersigned jointly and severally agree to indemnify and hold Holder harmless from and against any liability, costs, attorney's fees, penalties, interest or expenses relating to any

3

such taxes, as and when the same may be incurred. The undersigned jointly and severally agree to pay on demand, and to indemnify and hold Holder harmless from and against, any and all present or future taxes, levies, imposts, deductions, charges and withholdings imposed in connection with the loan by the laws or governmental authorities of any jurisdiction other than the State of Florida or the United States of America, and all payments to Holder under this Note shall be made free and clear thereof and without deduction therefor. The remedies of the Holder, as provided herein or in the Mortgage, or any other Security or Loan Document shall be cumulative and concurrent, and may be pursued regularly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall arise. No act of omission or commission of the Holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by the Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of any subsequent right, remedy or recourse as to a subsequent event. All persons or corporations now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness hereby evidenced, for themselves, their heirs, legal representatives, successors and assigns respectively, hereby (a) expressly waive presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, and diligence in collection; (b) consent that the time of all payments or any part thereof may be extended, rearranged, renewed or postponed by the Holder hereof and further consent that the collateral security or any part thereof may be released, exchanged, added to or substituted for by the Holder hereof, without in anywise modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; (c) agree that the Holder, in order to enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its remedies against the Borrower or any other person or party to become liable hereunder. If more than one party shall execute this Note, the term "undersigned," as used herein, shall mean all parties signing this Note and each of them, who shall be jointly and severally obligated hereunder. In this Note, whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural.

[ SIGNATURES ON FOLLOWING PAGE ]

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IN WITNESS WHEREOF, the undersigned has executed this Mortgage Note on the day and year first above written. WITNESSES: PINELLAS AFFORDABLE LIVING, INC., a Florida not-for-profit corporation _____________________________ ______________________________ Signature By: _____________________________ Print name _____________________________ Signature _____________________________ Print name BORROWER'S ADDRESS: 445 31st Street N. St. Petersburg, FL 33713 $1,050.00 of Florida Excise Tax on documents has been paid and stamps have

been affixed to the Mortgage and canceled. .138552

#5371110_1

Memorandum Housing Finance Authority

26750 US Highway 19 N., Suite 110 Clearwater, FL 33761 Phone: 727-223-6418

TO: Casey Cane, Chairman And Members of the Housing Finance Authority FROM: Kathryn Driver, Executive Director SUBJECT: Consideration of a grant to the 2019 CRED Program DATE: March 6, 2019 RECOMMENDATION: Staff recommends that the Housing Finance Authority (Authority) approve a grant in the amount of $15,000 to assist in the program design, marketing and implementation of the 2019 CRED Program. BACKGROUND: The John Scott Daily Florida Institute of Government (FIOG) at the University of South Florida has offered the Certificate in Real Estate Development (CRED) program at USF to provide practical training for local community professionals to grow catalytic leadership to revitalize underserved communities. The Authority has been a supporter of this program since its inception and the Authority has a presence on the Steering Committee as well as sponsor recognition throughout the program and on the FIOG CRED website. This grant amount is included in the Authority’s 2018/19 approved budget.

February 21, 2019

Kathryn Driver, Executive Director

Housing Finance Authority of Pinellas County

26750 US Highway 19 N., Suite 110


Dear Kathryn,

On behalf of the University of South Florida, Certificate in Community Real Estate Development

(CRED) Program, thank you for your continued support and long standing partnership with the John

Scott Dailey Florida Institute of Government (FIOG). Through our collaborative partnership, the CRED

program has been able to provide training to over 275 local community development practitioners,

community development corporations, faith-based organizations, local governments and other

community based organizations.

Over the years, your financial contributions have enabled the CRED graduates to impact our

communities through their increased knowledge and understanding of Community Real Estate

Development. Enclosed for your review is the 2019 CRED application, brochure and curriculum

outline.

We are requesting your on-going annual financial contribution of $15,000 from the Housing Finance

Authority of Pinellas County to assist in the program design, marketing and implementation of the 2019

CRED Program.

Thank you in advance for your continued support of this worthy program. If you have any questions or

need any additional information, please feel free to contact me. I look forward to hearing from you

soon.

Warmest Regards,

Angela Crist, MPA

Director

CREDTAMPA BAY 2019

CERTIFICATE IN COMMUNITY REAL ESTATE DEVELOPMENTAT THE UNIVERSITY OFSOUTH FLORIDA

The Community Real Estate Development Program at

USF offers practical training for community developers

and others in the industry, providing the tools needed

to carry out successful affordable housing and

community based real estate development projects.

Who Should Attend• Affordable housing developers

• Local government community development staff

• Board members of community development

organizations, community-based organizations,

community housing development organizations

• Policy makers and community leaders who are engaged in

promoting affordable housing

• Students in business, urban studies, architecture and

others who desire a more hands-on experience in project

level real estate financial analysis

Participant Benefits• Immediate application of curriculum into career

• Shared knowledge of best practices from quality

instructors and content matter experts

• Understanding advanced terminology of the real estate

and community development field

• Mastering the financial aspects of property development

• Quick and easy assessments of potential real estate

acquisitions

• Networking possibilities and shared experiences of fellow

practitioners

“CRED was an intense

journey of collaborative

skill building, learning, and

growth. However, what makes

CRED are the people you

meet who share a certain

enthusiasm for the work that

only comes from the heart.”

—Nina Venter,

CRED Tampa Bay

Class of 2015

fiog.usf.edu/cred

“As a Community

Development Manager who

has been asked to serve on

several non-profit Boards of

Directors, the CRED program

has elevated and enhanced my

knowledge of the real estate

market.”

—Beverly Kirton-Smith

VP/Community Development

Manager, SunTrust Bank

Basic Skills in Real Estate DevelopmentThis learning module teaches the skills needed to:

• Create pro formas for affordable homeownership and rental

housing

• Project feasibility & spreadsheet analysis

• The language of lenders and real estate developers

Financing and Subsidy Requirements of Resources for Affordable Housing & CommunityEconomic DevelopmentStudents will develop an understanding of:

• Public and private financing

• Subsidy resources for community development

• Learn how to prepare project financial analyses and creatively

structure feasible projects

• Underwriting requirements of financing and subsidy providers

• Pre-development financing requirements

and sources

Managing Real Estate DevelopmentThis module prepares students for the development and

implementation of an actual project concept.

• Creating a Project Work Plan

• Site control/acquisition strategies

• Managing members of the development team

• Understanding regulatory issues and requirements

CulminationThe Culmination exercise uses a case study and teamwork

to test participants understanding of concepts taught in the

classroom. During the final exercise, students present their

proposed project to an informal roundtable of community

development practitioners, public program staff, and local

private lenders, who provide feedback and recommendations.

WORKSHOP CURRICULUM“It has been gratifying to

see so many community

organizations, government

employees and the

private sector companies

sending their employees to

participate in this valuable

training experience.”

—Ed Johnson

Manager, East Tampa

Development Economic and

Urban Development Dept,

City of Tampa

PROGRAM INFORMATION

Instructors Seasoned local industry professionals serve

as instructors and mentors for the course. Our

instructors reflect the diversity of the field of

community real estate development and brings

practitioners with knowledge and real-world

experience to the classroom with connections to

the local market.

USF FLORIDA INSTITUTE OF GOVERNMENT

4202 E Fowler Avenue, SOC107,

Tampa, FL 33620

(813) 974-9627 | [email protected]

LocationTampa Housing Authority5301 W Cypress Street Tampa, FL 33607

Dates Program includes all dates:

March 1

March 8

March 15

March 22*

April 5

April 12

Fridays

12:00 pm – 4:30 pm

March 2

March 9

March 16

March 23*

April 6

April 13*

Saturdays

9:00 am – 4:00 pm

Cost$150.00 per person

(To be paid upon notification of

acceptance into program)

ApplyDownload application at fiog.usf.edu/cred

Applications due February 15. For more

information, contact Angela Crist at

(813) 857-8801 or [email protected]

* March 22 & 23 classes will be held at a different

location TBD.

* April 13 Culmination Event will be held at a different

location TBD.

CRED Program Overview

This course will provide participants with a general understanding of real estate finance and

development with an emphasis on housing development generally and affordable housing

development in particular. The course uses case studies to help illustrate concepts and their

applications. Participants will become familiar with the tools and the language of real estate

finance and affordable housing development. By the end of the course students will be able to

conduct feasibility analyses of potential real estate projects that measure both the economic and

social benefits of the project.

The first half of the course is focused on providing participants with a basic understanding of the

terms and techniques used to finance real estate projects and evaluate their economic benefits. The

remainder of the course is focused on developing a working knowledge of the development

process.

Schedule 2019

Friday and Saturday March 1 and 2 Introduction to Community Real Estate Development – CRED Objective – To clarify syllabus, materials required, and class assignments and projects.

History of Program: - Program Goals and Values - The Florida Institute of Government

Participant introductions: - Each student introduces themselves indicating name, place of employment, why

community development is important to them. Defining Community Real Estate Development Group project identification requirements, project tasks, nomination and selection

process History of Community Development:

- Review of the emergence of community-based development - Differences between community economic development and economic

development Introduction to the Real Estate Development Process Presentation of Capstone Group Projects and Selection Capstone Group Project Meetings

Friday and Saturday, March 8 & 9 Preparing Your Project: What are the Skills You Need? Objective – To provide an overview of the skills needed to complete a community real estate

project. Provide participants with a general overview of each of the roles of the development team and general criteria for selecting team members. Identify the Greater Tampa Bay market.

What are the technical skills needed?

What are the opportunities of the site? What are the limitations of the site? What is the Tampa Bay market and how does it intersect with surrounding

markets Capstone Group Project Meetings

Friday and Saturday, March 15 & 16 Real Estate Development and Financing Objective – To familiarize participants with the principle tools used to produce affordable housing and to maintain affordability overtime while introducing constraints including tools to subsidize affordable housing.

Language of lenders and real estate development process Financial Analysis Dynamics of Mixed Income Communities Bank Lending Financing Affordable Housing Capstone Group Project Meetings Capstone Group Project Meetings

Friday and Saturday, March 22 & 23 Complementary Development – Economic and Community Development Objective - Provide participants with a practical understanding of economic development and complementary real estate projects that may be completed in a distressed, low-income community.

CRA’s, Food Deserts, Commercial Development Community Reinvestment Act and Banks Development Budgets CDFI’s New Market Tax Credits

Friday and Saturday, April 5 & 6

Other Development Challenges Objective – Familiarize participants with additional tools used to produce affordable housing and to maintain affordability over time while introducing the constraints to the programs.

Marketing Legal issues Homeowner Education Data and Market Analysis Project Management Capstone Group Project Meetings

Project Development Objective –Create a development plan, manage the development process and implement the project concept.

Deal Planning Deal formulation Capstone Group Project Meetings

Friday and Saturday April 12 & 13

Presenting Your Project Objective – Provide participants with presentation skills to prepare them for final presentation in front of a jury of expert professionals.

Capstone Group Project Meetings – Final Presentation Preparation

Culmination Exercise Objective – Provide participants with an opportunity to present a term-long project to a jury of expert professionals and answer questions about their projects.

Capstone Group Project Presentations.

About this Session

Location Tampa Housing Authority

5301 W Cypress St, Tampa FL 33607

Dates Fridays 12:00 p.m. – 4:30 p.m. and Saturdays 9:00 a.m. – 4:00 p.m.

March 1 & 2, 8 & 9, 15 & 16, 22 & 23, April 5 & 6, 12 & 13

Culmination Event and Project Presentations Saturday, April 13.

Attendance is required for all dates for course completion.

Fee $150.00 per person, to be paid upon acceptance notification

Application Process

Please submit the following for approval by February 15, 2019, 5:00 p.m.:

•

•

•

Complete background information and short responses on the following page.

Submit a current, short summary bio.

Submit a résumé listing your education, employment and community service background.

Submit a letter of recommendation from your employer (CEO, agency director or department head).

If you are self-employed, please include a letter of recommendation from a community partner

(past, present or future).

Email all items to Angela Crist at [email protected] using CRED Tampa Bay Program 2019 Application in your subject line.

Applicants will be notified in writing of results no later than one week following the application deadline. Information on

submitting payment will be detailed in acceptance notification.

Questions? Contact Angela Crist at [email protected] or (813) 857-8801 for more information.

•

* March 22 & 23 classes will be held at a different location TBD.

* April 13 Culmination Event will be held at a different location TBD.

mailto:[email protected]

mailto:[email protected]

About You

Name: Email:

Employer: Title:

Physical Address:

City: ST: Zip Code:

Work Phone:

Evening Phone:

Cell Phone:

Do you require an accommodation for a disability? If so, please indicate below.

Accommodation Requested:

Response Questions

Please answer the following using 50 words or less:

What is Community Real Estate Development?

Are you currently employed, volunteer or otherwise participate in a program that requires a basic understanding of Community Real Estate Development. If not, what are your current and future interests?

What are your current job responsibilities? Also include previous, related experience that is applicable to CRED. (“Please see résumé” is not acceptable)

What are your expectations and goals for the course?

Participants are expected to work in groups to develop a community real estate development project. Which of these are applicable?

Are you currently involved in a project that you would like to use as a case study?

Do you have ideas that you would like to explore during the program?

You’d like to participate working with a team on another project.

Please explain further:

Using the categories below, please select one that best describes your community development experience:

Government Regulator or program officer

Developer

Advocate

Professional service provider (if so, please explain: )

Finance

Other

Using the options below, please rank your technical skills from most comfortable (1) to least comfortable (4):

Presenting

Financial Calculations

Presentation Development

Project Organization

Other:

By signing this form, I commit to participating in the

CRED Program if accepted. I acknowledge the time

required and will attend all sessions: ______________________________

Memorandum Housing Finance Authority

26750 US Highway 19 N., Suite 110 Clearwater, FL 33761 Phone: 727-223-6418

TO: Casey Cane, Chairman And Members of the Housing Finance Authority FROM: Kathryn Driver, Executive Director SUBJECT: Consideration of a Resolution re: Amendment to the Land Use Restriction Agreement –

McLaughlin Project DATE: March 6, 2019 RECOMMENDATION: Staff recommends that the Housing Finance Authority (Authority) approve a Resolution approving the First Amendment to the Land Use Restriction Agreement for the McLaughlin Project. Such amendment will adjust the affordable annual income threshold from 60% to 80% of the area median income and will provide that rents for all assisted units shall be restricted to the SHIP program rent limits. BACKGROUND: On March 29, 2018 the Authority entered into a Land Use Restriction Agreement with Community Service Foundation, Inc., a Florida not-for-profit corporation, and Tampa Bay Community Development Corporation, a Florida not-for-profit corporation, collectively. Due to miscommunication and a scrivener’s error the affordable annual income threshold for the assisted units was restricted to 60% of the area median income, with adjustments for family size, and the rents were restricted to the HOME limits. The application that was received as well as the projected pro formas all assumed that the assisted units would be set at 80% of the area median income, with adjustments for family size, and the rents were assumed at the SHIP program rent limits. Without the increased income and rent limits the project will experience trouble with their ongoing cash flow. Pinellas County has provided in their direction letter (attached) concurrence with the recommended increase in the income and rent limits as provided for in the application, the projected pro formas and the proposed First Amendment to the Land Use Restriction Agreement.

RESOLUTION No. 2019 - ____

A RESOLUTION OF THE HOUSING FINANCE

AUTHORITY OF PINELLAS COUNTY, FLORIDA

AUTHORIZING A FIRST AMENDMENT TO LAND USE

RESTRICTION AGREEMENT RELATING TO THE

MCLAUGHLIN PROJECT; PROVIDING FOR THE FORM

OF THE FIRST AMENDMENT TO LAND USE

RESTRICTION AGREEMENT RELATING TO THE

MCLAUGHLIN PROJECT; AND ESTABLISHING AN

EFFECTIVE DATE.

WHEREAS, by Resolution No. 2018-01, the Housing Finance Authority of Pinellas County, Florida (the “Authority”) authorized a plan of financing utilizing the proceeds of the Affordable Housing Land Assembly Fund and Community Housing Land Trust Fund for eleven (11) separate affordable single family housing units, which Pinellas County targeted for acquisition in furtherance of the Community Housing Program (“McLaughlin Project”); and WHEREAS, Resolution 2018-01 relating to the McLaughlin Project authorized a Land Use Restriction Agreement, which was dated March 29, 2018, recorded in Official Records Book 20000, Page 2118 of the public records of Pinellas County, Florida (“McLaughlin LURA”); and WHEREAS, the Authority, as trustee of the Pinellas County Land Assembly Trust – McLaughlin, dated February 5, 2018 and the Community Service Foundation, Inc., a Florida not-for-profit corporation, and Tampa Bay Community Development Corporation, a Florida not-for-profit corporation, collectively desire to amend the McLaughlin LURA to adjust the affordable annual income threshold from 60% to 80% of the area median income, as defined and made available by HUD, with adjustments for family size, and to also provide that rents for all assisted units shall be restricted to the SHIP program rent limits, as issued by the Florida Housing Finance Corporation, which are revised annually. NOW, THEREFORE, be it resolved by the Housing Finance Authority of Pinellas County, Florida that: Section 1. The above recitals are true and correct and are incorporated herein to the official actions of the Housing Finance Authority of Pinellas County, Florida (the “Authority”). Section 2. The First Amendment to Land Use Restriction Agreement, relating to the McLaughlin Project in substantially the form attached hereto as Exhibit “A”, is approved, confirmed and ratified. The Chairman, Vice Chairman, Secretary or Assistant Secretary or Executive Director of the Authority are hereby authorized and directed to execute, attest and deliver the First Amendment to Land Use Restriction Agreement – McLaughlin on behalf of and in the name of the Authority with such additional changes, insertions and omissions as approved by the representatives of the Authority as are necessary to allow for filing of this document in the public records of Pinellas County, Florida. All actions taken to date by members of the Authority and the staff and counsel of the Authority in furtherance of the execution and delivery of the First

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Amendment for Land Use Restriction Agreement – McLaughlin, are hereby approved, confirmed and ratified. Section 3. This Resolution shall become effective immediately upon its adoption. ADOPTED this _______ day of __________________, 2019. HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA (SEAL) By: Chairman ATTEST: Secretary/Treasurer MTC/ej/5370820v1

PREPARED BY and RETURN TO: Michael T. Cronin, Esq. Johnson, Pope, Bokor, Ruppel & Burns, LLP 911 Chestnut Street Clearwater, FL 33756 (727)461-1818

FIRST AMENDMENT TO LAND USE RESTRICTION AGREEMENT

THIS FIRST AMENDMENT TO LAND USE RESTRICTION AGREEMENT (“First

Amendment”) is made and entered into as of the _________day of ________________________, 2019, by

and between Community Service Foundation, Inc., a Florida not for profit corporation, and Tampa Bay

Community Development Corporation, a Florida not for profit corporation (collectively, the “Agency”),

and Housing Finance Authority of Pinellas County, Florida, as Trustee of the Pinellas County Land

Assembly Trust – McLaughlin, dated February 5, 2018 (“HFA”).

WITNESSETH:

WHEREAS, the Agency and HFA entered into that certain Land Use Restriction Agreement (the

“Land Use Restriction Agreement”) dated March 29, 2018, recorded in Official Records Book 20000, Page

2118 of the Public Records of Pinellas County, Florida.

WHEREAS, it is the desire of the parties hereto to amend the Land Use Restriction Agreement as

hereinafter provided;

NOW, THEREFORE, in consideration of ten dollars ($10) and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally

bound, the parties agree as follows:

1. Recitals. The recitals set forth herein are true, accurate and correct and are incorporated

herein by reference.

2. Defined Terms. Except as specifically provided otherwise herein, all capitalized terms shall

have the meaning given in the Land Use Restriction Agreement.

3. Amendments to Land Use Restriction Agreement.

a. Section 1(A) of the Land Use Restriction Agreement is hereby deleted in its entirety and

replaced with the following:

“For the duration of the Affordability Period, as defined below, One Hundred

Percent (100%) of the total number of residential units in the Project shall be

“assisted units” available for rental on a continuous basis to persons or families

who, at the commencement of occupancy by each tenant of such unit, shall have

annual incomes which do not exceed Eighty Percent (80%) of the Area Median

Income (“AMI”), as defined and made available by HUD, with adjustments for

family size.”

b. Section 1(B) of the Land Use Restriction Agreement is hereby deleted in its entirety and


“Rents for all assisted units shall be restricted to the SHIP PROGRAM Rent limits

as issued by the Florida Housing Finance Corporation. Maximum eligible rent

limits are revised annually and are available from the Florida Housing Finance

Corporation.”

c. Section 3 of the Land Use Restriction Agreement is hereby deleted in its entirety and


“The Agency shall determine and verify the income eligibility of tenants of the

Project in accordance with HUD Section 8 housing assistance programs in 24 CFR

Part 5, or by an alternative pre-approved by the County or the HFA. The Agency

shall calculate gross annual income by annualizing verified sources of income to

be received by the household during the twelve (12) months following the effective

date of the determination. The Agency shall recertify the income of existing tenants

annually following the same procedures as at initial certification.

A tenant’s income is likely to change over time. If these changes occur during the

Affordability Period, the Agency must take steps to maintain compliance with the

LAP Program rent and occupancy requirements. A tenant whose income increases

after properly occupying an assisted unit cannot be asked to leave; however, if the

tenant’s income rises to a level above Eighty Percent (80%) of AMI as adjusted

for family size, the tenant must pay as rent the lesser of fair market rental for the

unit or Thirty Percent (30%) of the tenant’s adjusted monthly income for rent and

utilities, as recertified annually. At such time, the Agency shall provide the next

vacant unit available to an income eligible household in order to comply with the

requirements as outlined in Section 1 above.”

4. Ratification. Except as modified hereby, all other terms and provisions of the Land Use

Restriction Agreement shall remain unchanged and are hereby ratified and confirmed.

5. Counter Parts. This First Amendment may be executed in counterparts, each of which

shall be deemed an original and all of such counterparts together shall constitute one and the same First

Amendment. A facsimile or electronic copy (such as a PDF) of a signed counterpart shall upon transmission

to the other party or such other party’s counsel be deemed an original counterpart.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first

above written.

AGENCY

Witnesses:

Print: _____________________________

Print:_____________________________

Community Service Foundation, Inc.,

a Florida not for profit corporation

By:

Name:________________________________

Title:_________________________________

STATE OF FLORIDA)

COUNTY OF ________________ )

The foregoing instrument was acknowledged before me this ____ day of ___________ 2019, by

__________________, as ____________________ of Community Service Foundation, Inc., a Florida not for profit

corporation, on behalf of the corporation.

__________________________________________

NOTARY PUBLIC-STATE OF FLORIDA

__________________________________________

Print, type or stamp commissioned name of Notary Public

Personally known ___ or Produced Identification ____

Type of Identification Produced: Driver's License OR Other _________

Witnesses:

Print: _____________________________

Print:_____________________________

AGENCY

Tampa Bay Community Development

Corporation,

a Florida not for profit corporation

By:

Name:________________________________

Title:_________________________________

STATE OF FLORIDA)

COUNTY OF ________________ )

The foregoing instrument was acknowledged before me this ____ day of _____________ 2019, by

__________________, as ____________________ of Tampa Bay Community Development Corporation, a Florida

not for profit corporation, on behalf of the corporation.

__________________________________________


__________________________________________



Type of Identification Produced: Driver's License OR Other _________

HFA

Witnesses:

Print:____________________________

Print:____________________________

Pinellas County Land Assembly Trust –

McLaughlin, dated February 5, 2018,

By: Housing Finance Authority of Pinellas

County, Florida, as Trustee

By:__________________________________

Name:________________________________

Title:_________________________________

STATE OF FLORIDA)

COUNTY OF ________________ )

The foregoing instrument was acknowledged before me this ____ day of ___________ 2019, by

__________________, as ____________________ of Housing Finance Authority of Pinellas County, Florida, as

Trustee of the Pinellas County Land Assembly Trust – McLaughlin, dated February 5, 2018, on behalf of the Housing

Finance Authority.

__________________________________________


__________________________________________



Type of Identification Produced: Driver's License OR Other _________ 5368800v1

Housing Finance Authority of Pinellas County (A Component Unit of Pinellas County, Florida)

Independent Auditor’s Reports, Financial Statements and Required Supplementary Information

September 30, 2018


Independent Auditor’s Reports, Basic Financial Statements, and Required Supplementary Information

September 30, 2018

TABLE OF CONTENTS Page FINANCIAL SECTION Independent Auditor’s Report ................................................................................................ 1 Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards ............................................................................... 3 Management’s Discussion and Analysis (MD&A) .................................................................. 5 Basic Financial Statements: Governmental Fund Financial Statements: Statement of Net Position .......................................................................................... 10 Statement of Activities ............................................................................................... 11 Balance Sheet - Governmental Fund ......................................................................... 12 Statement of Revenues, Expenditures and Changes in Fund Balance – Governmental Fund .............................................................................................. 13 Statement of Net Position - Business-type Activities - Proprietary Funds ................... 14 Statement of Revenues, Expenses and Changes in Net Position - Proprietary Funds ........................................................................... 15 Statement of Cash Flows – Proprietary Funds ........................................................... 16 Notes to Basic Financial Statements .............................................................................. 17 Combining Single Family Bond Programs Fund Statements: Combining Statement of Net Position – Single Family Bond Programs Fund ............ 41 Combining Statement of Revenues, Expenses and Changes in Net Position – Single Family Bond Programs Fund ............................................... 42 Combining Statement of Cash Flows – Single Family Bond Programs Fund ............. 43 REQUIRED SUPPLEMENTARY INFORMATION Schedule of Proportionate Share of the Net Pension Liability – Florida Retirement System Pension Plan ......................................................................... 44 Schedule of Contributions – Florida Retirement System Pension Plan ................................ 45 Schedule of Proportionate Share of the Net Pension Liability – Florida Retirement System Health Insurance Subsidy ...................................................... 46 Schedule of Contributions – Florida Retirement System Health Insurance Subsidy ............ 47 ADDITIONAL SUPPLEMENTARY INFORMATION Summary of Bond Programs Fund Investment Income ....................................................... 48 Schedule of Bonded Indebtedness...................................................................................... 49 ADDITIONAL ELEMENTS REQUIRED BY THE RULES OF THE AUDITOR GENERAL

Independent Accountant’s Report on Compliance with Section 218.415, Florida Statutes . 50 Management Letter ............................................................................................................ 51

SCHEDULE OF FINDINGS AND RESPONSES ....................................................................... 53

FINANCIAL SECTION

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1635 Eagle Harbor Pkwy, Suite 4 Fleming Island, FL 32003

t; 904-264-1665 f: 904-269-9683

www.tng.cc

INDEPENDENT AUDITOR’S REPORT

To the Board Members of the Housing Finance Authority of Pinellas County Clearwater, Florida Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the Housing Finance Authority of Pinellas County, Florida (Authority), a component unit of Pinellas County, Florida (County) as of and for the year ended September 30, 2018, and the related notes to the financial statements, which collectively comprise the Authority’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

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Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the Authority, as of September 30, 2018, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis on pages 5 – 9 and the required supplementary information identified in the table of contents be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Emphasis of Matter As discussed in Note 3 to the financial statements, the fiscal year 2017 financial statements have been restated to correct a misstatement. Our opinion is not modified with respect to this matter. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated February 1, 2019, on our consideration of the Authority’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Authority’s internal control over financial reporting and compliance.

The Nichols Group, PA Certified Public Accountants Fleming Island, Florida February 1, 2019

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t; 904-264-1665 f: 904-269-9683

www.tng.cc

INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF

FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

To the Board Members of the Housing Finance Authority of Pinellas County Clearwater, Florida

We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of Housing Finance Authority of Pinellas County, FL (Authority), as of and for the year ended September 30, 2018, and the related notes to the financial statements, which collectively comprise the Authority’s basic financial statements, and have issued our report thereon dated February 1, 2019.

Internal Control Over Financial Reporting

In planning and performing our audit of the financial statements, we considered the Authority’s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Authority’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Authority’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. We did identify certain deficiencies in internal control, described in the accompanying schedule of findings and responses that we consider to be significant deficiencies.

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Compliance and Other Matters As part of obtaining reasonable assurance about whether the Authority’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Authority’s Response to Findings The Authority’s response to the findings identified in our audit is described in the accompanying schedule of findings and responses. The Authority’s response was not subjected to the auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on it. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

The Nichols Group, PA Certified Public Accountants Fleming Island, Florida February 1, 2019

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Management’s Discussion and Analysis (Unaudited)

This section of the Housing Finance Authority of Pinellas County (Authority) financial statements presents management’s analysis of the Authority’s financial performance during the fiscal year that ended September 30, 2018. Please read it in conjunction with the Authority’s financial statements that follow this section. Financial Highlights The Authority has implemented the provisions of Governmental Accounting Standards Board (GASB) Statement No. 34, Basic Financial Statements and Management’s Discussion and Analysis for State and Local Governments, and related GASB pronouncements. In addition, the Authority implemented GASB Statement No. 40, Deposit and Investment Risk Disclosure. All investments for the bond programs are classified long-term and restricted. The Authority, by County ordinance and Interlocal Agreement, administers Community Housing Programs, including a Housing Trust Fund and a Land Assembly Fund, on behalf of the Board of County Commissioners (Board). The Housing Trust Fund and Land Assembly Fund have their own separate bank accounts. The Authority also assisted Pinellas County (County) in the administration of the Federal Neighborhood Stabilization Programs (NSP) I and III and is a member of a consortium that received NSPII funds. Transactions for all Federal programs are appropriately segregated within the General Fund. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Authority's basic financial statements. The Authority's basic financial statements are comprised of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide financial statements. The government-wide financial statements are designed to provide readers with a broad overview of the Authority's finances, in a manner similar to a private-sector business. The Statement of Net Position presents information on all of the Authority's assets and liabilities, with the difference between the two reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Authority is improving or deteriorating. The Statement of Activities presents information showing how the Authority's net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods.

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Both of the government-wide financial statements distinguish functions of the Authority that are principally supported by taxes, licenses and permits, and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the Authority include the activities for the Housing Trust Fund and the Land Assembly Fund. The business-type activities of the Authority include the general government and the Single Family Bond Programs. The government-wide financial statements can be found on pages 10 and 11 of this report. Fund financial statements. A fund is a grouping of related accounts that are used to maintain control over resources that have been segregated for specific activities or objectives. The Authority, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the Authority can be divided into two categories: governmental funds and proprietary funds. Governmental funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating the Authority's near-term financing requirements; it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government's near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities which can be found on pages 12 and 13. The Authority maintains two individual governmental special revenue funds: The Housing Trust Fund and the Land Assembly Fund. Information is presented separately in the governmental fund Balance Sheet and in the Statement of Revenues, Expenditures, and Changes in Fund Balances for the governmental funds. The basic governmental fund financial statements can be found in this report on pages 12 and 13. Proprietary funds. The Authority maintains two types of proprietary funds. Proprietary funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The Authority uses proprietary funds to account for its General Fund and Single Family Bond Program Fund activities. Proprietary funds provide the same type of information as the government-wide financial statements, only in more detail. The proprietary fund financial statements provide separate information for the General Fund and Single Family Bond Programs Fund, which are considered major funds. The basic proprietary fund financial statements can be found in this report on pages 14 through 16. Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found within this report on pages 17 through 40.

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Other information. In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information for the Authority’s proportionate share of the Florida Retirement System Pension Plan. Government-wide Financial Analysis As noted earlier, net position might serve over time as a useful indicator of an Authority's financial position. In the case of the Authority, assets and deferred outflows of resources exceeded liabilities and deferred inflows of resources by $35,160,241 at the close of the most recent fiscal year. Housing Finance Authority of Pinellas County’s Net Position

A portion of the Authority's net position represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position may be used to meet the government's ongoing obligations to citizens and creditors. At the end of the current fiscal year, the Authority is able to report positive balances in all categories of net position, both for the government as a whole, as well as for its separate governmental and business-type activities. The same situation held true for the prior fiscal year. Housing Finance Authority of Pinellas County's Change in Net Position

2018 2017 2018 2017 2018 2017Current and other assets 4,848,736$ 3,871,496$ 105,172,428$ 123,178,989$ 110,021,164$ 127,050,485$ Capital assets 10,847,832 7,696,887 7,090 9,241 10,854,922 7,706,128

Total assets 15,696,568 11,568,383 105,179,518 123,188,230 120,876,086 134,756,613 Deferred outflows of resources - - 205,664 213,614 205,664 213,614 Long-term liabilities outstanding - - 83,741,566 97,771,576 83,741,566 97,771,576 Other liabilities 1,001,900 1,000,000 1,148,698 1,134,651 2,150,598 2,134,651

Total liabilities 1,001,900 1,000,000 84,890,264 98,906,227 85,892,164 99,906,227 Deferred inflows of resources - - 29,345 15,010 29,345 15,010 Net position:Net investment in capital assets 10,847,832 7,696,887 - - 10,847,832 7,696,887 Restricted 3,846,836 2,871,496 10,830,103 15,441,062 14,676,939 18,312,558 Unrestricted - - 9,635,470 9,039,545 9,635,470 9,039,545

Total net position 14,694,668$ 10,568,383$ 20,465,573$ 24,480,607$ 35,160,241$ 35,048,990$

Governmental activities Business-type activities TotalCONDENSED GOVERNMENT-WIDE STATEMENT OF NET POSITION

2018 2017 2018 2017 2018 2017Revenues:Program Revenues:

Charges for services -$ -$ 1,385,760$ 604,082$ 1,385,760$ 604,082$ Operating grants and contributions 1,394,079 738,205 33,904 147,822 1,427,983 886,027 Capital grants and contributions 3,334,034 638,858 - - 3,334,034 638,858

General revenues:Investment income 8,440 - 3,143,715 4,323,861 3,152,155 4,323,861

Total revenues 4,736,553 1,377,063 4,563,379 5,075,765 9,299,932 6,452,828 Expenses:

Program expenses 610,023 606,030 3,803,777 3,782,676 4,413,800 4,388,706 Interest expenses - - 2,525,462 3,050,392 2,525,462 3,050,392 Administrative and other expenses 245 242 1,338,142 1,432,485 1,338,387 1,432,727

Total expenses 610,268 606,272 7,667,381 8,265,553 8,277,649 8,871,825 Increase in net position before transfers 4,126,285 770,791 (3,104,002) (3,189,788) 1,022,283 (2,418,997)

Transfers - - - - - - Increase (decrease) in net position 4,126,285 770,791 (3,104,002) (3,189,788) 1,022,283 (2,418,997) Net position-beginning of year, as previously reported 10,568,383 10,182,849 24,480,607 27,665,395 35,048,990 37,848,244 Prior period adjustment - (385,257) (911,032) 5,000 (911,032) (380,257) Net position- beginning of year, as restated 10,568,383 9,797,592 23,569,575 27,670,395 34,137,958 37,467,987 Net position - end of year 14,694,668$ 10,568,383$ 20,465,573$ 24,480,607$ 35,160,241$ 35,048,990$

Governmental activities Business-type activities TotalCONDENSED GOVERNMENT-WIDE STATEMENT OF ACTIVITIES

8

Governmental activities. Governmental current year activities increased the Authority’s net position by $4,126,285. Overall, total revenues in Governmental activities increased by $3,359,490 or 243.96%; expenses increased by $3,996 or 0.66% when compared to last year’s balances. The increase in revenues was mainly due to $3,334,034 capital contributions of land additions in the Land Assembly Fund. Business-type activities. Business-type current year activities decreased the Authority’s net position by $3,104,002. Overall the revenues in business-type activities decreased by $512,386 or 10.09%. The expenses decreased by $598,172 or 7.24%. Financial Analysis of the Authority's Funds As noted earlier, the Authority used fund accounting to ensure and demonstrate compliance with finance related legal requirements. Governmental funds. As of the end of the current fiscal year, the Authority’s governmental funds reported combined ending fund balances of $3,846,836, an increase of $975,340 in comparison with prior year. $3,410,872 of the fund balance has been designated as nonspendable for long-term receivables and the rest of the fund balance in the amount of $435,964 is not available for new spending because it has already been designated Restricted for housing programs. Proprietary funds. The Authority’s proprietary funds financial statements provide the same type of information found in the government-wide financial statements, but in more detail. Net position of the General Fund and Single Family Bond Programs Fund at the end of the year amounted to $20,261,853 and $203,720, respectively. The General Fund net position increased by $239,157, whereas the Single Family Bond Programs Fund net position decreased by $3,343,159. Capital assets. The Authority’s investment in capital assets for its governmental and business-type assets as of September 30, 2018, amounts to $10,854,922. This investment in capital assets includes land, buildings and equipment. The total increase in the Authority’s investment in capital assets for the current fiscal year was 40.86%. Major capital asset events during the current fiscal year included the properties acquired with Land Assembly Fund monies that are being administered by the Authority on behalf of the County. The Authority is the trustee of these properties. The properties are then to be leased back to the developer or beneficial owner through a Ground Lease and Land Use Restriction Agreement. Housing Finance Authority of Pinellas County's Capital Assets

Additional information on the Authority’s capital assets can be found within this report.

2018 2017 2018 2017 2018 2017Land 6,617,066$ 2,867,115$ -$ -$ 6,617,066$ 2,867,115$ Buildings 4,758,380 5,175,135 - - 4,758,380 5,175,135 Leasehold improvements 41,792 - - - 41,792 - Equipment 7,100 7,100 12,891 12,402 19,991 19,502

Less accumulated depreciation (576,506) (352,463) (5,801) (3,161) (582,307) (355,624)

Total 10,847,832$ 7,696,887$ 7,090$ 9,241$ 10,854,922$ 7,706,128$

Governmental activities

Business-type activities Total

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Long-term liabilities. At the end of the fiscal year, the Authority had long-term liabilities in the business-type funds. The long-term liabilities amount to $84,474,182 of which $732,616 is due within one year, and include amounts due to other governments, unearned revenue, Single Family Bonds payable, the NLP obligation, a capital lease for equipment and the net pension liability for the Authority’s proportionate share of the Florida Retirement System Pension Plan. Economic Factors and Next Year’s Budget Fiscal year 2018 was the fourth full year of independence from the County for the Housing Finance Authority. The Authority remains a dependent special district of the County and continues to maintain a working relationship with the County to leverage resources and to jointly work on various affordable housing programs as well as the NSP programs. The Authority is well positioned to meet its operating budget and revenue projections for fiscal year 2019. Approximately $1.5 million of revenue is budgeted for fiscal year 2019. This is almost identical to the amended 2018 budget. During 2018, the Authority continued to originate mortgage to first time homebuyers. The mortgages were pooled into mortgage-backed securities and sold on the secondary market through a TBA program in conjunction with the Hillsborough County Housing Finance Authority. The Authority is projecting that two to three new multi-family bond transactions and a new Single Family deal will be completed in fiscal year 2019. These transactions generate fee income and a fairly steady flow of management income. The County has continued to provide additional funding for the Housing Trust Fund Program in fiscal year 2018. The Authority continues to administer the Housing Trust Fund on behalf of the County and expects to utilize the new funding and program income to continue to fund affordable housing. The Authority has continued to administer the Penny for Pinellas Land Assembly Fund on behalf of the County. $15 million has been made available over a three-year period to provide funds to purchase land to provide affordable workforce housing for the residents of Pinellas County. The Authority will continue to trim administrative and other expenses, seek new sources of funding, and explore business opportunities that are consistent with its mission and statutory purpose. The Authority is also exploring opportunities for regional cooperation with other local affordable housing providers in the County as well as other local housing finance authorities. The Authority is confident that fiscal year 2019 will be a very productive year. As the only County-wide housing agency in Pinellas, the Authority is poised to provide housing leadership to our community, our providers, and residents. Request for Information This financial report is designed to provide a general overview of the Authority’s finances for all those with an interest in the government’s finances. Questions concerning any of the information provided in this report or requests for additional information should be addressed to Housing Finance Authority of Pinellas County, 26750 US Highway 19 North, Suite 110, Clearwater, Florida 33761.

See accompanying notes.

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Statement of Net Position September 30, 2018

Governmental

Activities

Business-

type

Activities Total

ASSETS

Current assets:Cash and cash equivalents (restricted and unrestricted) 1,437,462$ 10,303,876$ 11,741,338$ Accounts receivable:

Due from other governments 10,669 10,669 Fees and other receivables 15 1,319 1,334

Internal Balances 387 (387) - Interest receivable - 233,689 233,689 Prepaid expenses - 35,706 35,706

Total current assets 1,437,864 10,584,872 12,022,736 Noncurrent assets:

- 2,775,582 2,775,582 Mortgage backed securities - 81,182,012 81,182,012 Mortgage loans receivable - net 1,690,324 5,833,567 7,523,891 Notes receivable - net 1,178,521 4,796,395 5,974,916 Other receivables 542,027 542,027 Capital assets - net 10,847,832 7,090 10,854,922

Total noncurrent assets 14,258,704 94,594,646 108,853,350 Total assets 15,696,568 105,179,518 120,876,086

Deferred Outflows of Resources

Deferred Outflows - Contributions - 205,664 205,664

LIABILITIES

Current liabilities:Accounts payable and other liabilities - 211,001 211,001 Accrued interest payable - 205,081 205,081 Capital lease - current portion - 2,616 2,616 Bonds payable - current portion - 730,000 730,000

Total current liabilities - 1,148,698 1,148,698 Noncurrent liabilities:

Due to other governments 1,001,900 94,722 1,096,622 Unearned revenues - 1,499,311 1,499,311 Capital Leases - 4,553 4,553 Bonds payable - net:

Other bonds payable - 78,091,768 78,091,768 Other long-term liabilities - 3,722,606 3,722,606 Net pension liability - 328,606 328,606

Total noncurrent liabilities 1,001,900 83,741,566 84,743,466 Total liabilities 1,001,900 84,890,264 85,892,164

Deferred Inflows of Resources

Deferred Inflows - Contributions - 29,345 29,345

NET POSITION

Net investment in capital assets 10,847,832 7,090 10,854,922 Restricted for:

Bond programs fund - 203,720 203,720 Special programs 3,846,836 10,626,383 14,473,219

Unrestricted - 9,628,380 9,628,380 Total net assets 14,694,668$ 20,465,573$ 35,160,241$

Restricted cash and cash equivalents


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Statement of Activities For the Year Ended September 30, 2018

Capital Operating

Expenses

Charges

for Services

Grants and

Contributions

Grants and

Contributions

Governmental

Activities

Business-type

Activities Total

Primary government:

Governmental activities:Housing trust fund 610,268$ -$ 3,334,034$ 1,394,079$ 4,117,845$ -$ 4,117,845$

Total governmental activities 610,268 - 3,334,034 1,394,079 4,117,845 - 4,117,845 Business-type activities:

General Fund 1,039,811 1,385,760 33,904 - 379,853 379,853 Single Family Bond Program 6,627,570 - - - - (6,627,570) (6,627,570)

Total business-type activities 7,667,381 1,385,760 - 33,904 - (6,247,717) (6,247,717)

Total primary government 8,277,649$ 1,385,760$ 3,334,034$ 1,427,983$ 4,117,845 (6,247,717) (2,129,872)

General revenues:

Investment income, including realized and unrealized gains and losses on investments 8,440 3,143,715 3,152,155

Changes in net assets 4,126,285 (3,104,002) 1,022,283 Net position - beginning, as previously stated 10,568,383 24,480,607 35,048,990 Prior Period Adjustments - (911,032) (911,032) Beginning net assets, restated 10,568,383 23,569,575 34,137,958

Net assets - ending 14,694,668$ 20,465,573$ 35,160,241$

Functions/Programs

Program Revenues

Primary Government

Net (Expenses) Revenues and

Changes in Net Position


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Balance Sheet Governmental Funds September 30, 2018

Housing

Trust

Fund

Land

Assembly

Fund

Total

Governmental

Funds

ASSETS

Cash and cash equivalents 1,407,063$ 30,399$ 1,437,462$ Due from other governments - 15 15 Due from other funds - 831 831 Mortgage loans receivable - net 1,690,324 - 1,690,324 Notes receivable - net 1,178,521 - 1,178,521 Other receivables 542,027 -$ 542,027

Total assets 4,817,935$ 31,245$ 4,849,180$

LIABILITIES AND FUND BALANCES

Liabilities:Due to other governments 1,000,001 1,899 1,001,900$ Due to other funds - 444 444

Total current liabilities 1,000,001 2,343 1,002,344

Fund balances:Nonspendable:

Long-term mortgage loans receivable 1,690,324 - 1,690,324 Long-term notes receivable 1,178,521 - 1,178,521 Long-term portion of other receivables 542,027 - 542,027

Unassigned 407,062 28,902 435,964 Total fund balances 3,817,934 28,902 3,846,836

Total liabilities and fund balances 4,817,935$ 31,245$ 4,849,180$

Total fund balances - governmental funds 3,846,836$

10,847,832

Net position of the governmental activities 14,694,668$

RECONCILIATION OF GOVERNMENTAL FUNDS BALANCE SHEET TO THE

STATEMENT OF NET POSITION

Amounts reported for governmental activities in the Statement of Net Position are different because:

Capital assets used in governmental activities are not current financial resources and therefore are not reported in the funds


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Statement of Revenues, Expenditures, and Changes in Fund Balance Governmental Funds

For the Year Ended September 30, 2018

Housing

Trust

Fund

Land Assembly

Fund

Total

Governmental

Funds

Revenues:

Investment income 8,440$ -$ 8,440$ Program income 1,373,149 20,931 1,394,080

Total revenues 1,381,589 20,931 1,402,520

Expenditures

General and administrative 252 2,130 2,382 Capital Outlay 41,793 3,334,034 3,375,827 Program expenses 383,005 - 383,005

Total expenditures 425,050 3,336,164 3,761,214 Operating income (loss) 956,539 (3,315,233) (2,358,694)

Other Financing Sources

Capital contributions - 3,334,034 3,334,034 Total other financing sources - 3,334,034 3,334,034

Net changes in fund balance 956,539 18,801 975,340 Total fund balance - beginning 2,861,395 10,101 2,871,496

Total fund balance - ending 3,817,934$ 28,902$ 3,846,836$

Net Change in fund balances - governmental funds 975,340$

Amounts reported for governmental activities in the Statement of Activities are different because:

Capital Outlay 3,375,827 Depreciation Expense (224,043) Other (839)

Total 3,150,945

Change in net position of governmental activities 4,126,285$

Governmental funds report capital outlays as expenditures; however, in the Statement of Activities, the cost of those assets is allocated over their estimated useful lives and reported as

RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND

BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES


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Housing Finance Authority of Pinellas County (A Component Unit of Pinellas County, Florida) Statement of Net Position - Business-type Activities

Proprietary Funds September 30, 2018

General

Fund

Single Family

Bond Programs

Fund Total

ASSETS

Current assets:Cash and cash equivalents (restricted and unrestricted) 7,089,811$ 3,214,065$ 10,303,876$ Accounts receivable:

Due from other governments 10,669 - 10,669 Fees and other receivables 1,319 - 1,319

Interest receivable - 233,689 233,689 Prepaid expenses 35,706 - 35,706

Total current assets 7,137,505 3,447,754 10,585,259 Noncurrent assets:

Restricted cash and cash equivalents - 2,775,582 2,775,582 Mortgage backed securities 6,945,619 74,236,393 81,182,012 Due from other funds 1,228,773 - 1,228,773 Mortgage loans receivable - net 5,833,567 - 5,833,567 Notes receivable 4,796,395 - 4,796,395 Capital assets - net 7,090 - 7,090

Total noncurrent assets 18,811,444 77,011,975 95,823,419

Total assets 25,948,949 80,459,729 106,408,678

Deferred Outflows of Resources

Deferred Outflows - Contributions 205,664 - 205,664

LIABILITIES

Current liabilities:Accounts payable and other liabilities 211,001 - 211,001 Accrued interest payable - 205,081 205,081 Capital Leases, current portion 2,616 - 2,616 Bonds payable - current - 730,000 730,000

Total current liabilities 213,617 935,081 1,148,698 Noncurrent liabilities:

Due to other funds - 1,229,160 1,229,160 Due to other governments 94,722 - 94,722 Unearned Revenue 1,499,311 - 1,499,311 Capital Leases 4,553 4,553 Bonds payable - net:

Other bonds payable - 78,091,768 78,091,768 Other long-term liabilities 3,722,606 - 3,722,606 Net pension liability 328,606 - 328,606

Total noncurrent liabilities 5,649,798 79,320,928 84,970,726

Total liabilities 5,863,415 80,256,009 86,119,424 Deferred Inflows of Resources

Deferred Inflows - Contributions 29,345 - 29,345

NET POSITION

Net investment in capital assets 7,090 - 7,090 Restricted for:

Bond programs - 203,720 203,720 Special programs 10,626,383 - 10,626,383

Unrestricted 9,628,380 - 9,628,380

Total net position 20,261,853$ 203,720$ 20,465,573$


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Statement of Revenues, Expenses, and Changes in Net Position Proprietary Funds


General

Fund

Single Family

Bond Programs

Fund Total

Operating revenues:69,028$ 3,074,687$ 3,143,715$

Fee income and other revenue 820,236 - 820,236 TBA Program income 565,524 - 565,524 Grants and contributions 33,904 - 33,904

Total operating revenues 1,488,692 3,074,687 4,563,379

Operating expenses:Interest - 2,525,462 2,525,462 Realized and unrealized losses on investments - 3,768,443 3,768,443 General and administrative 926,072 333,665 1,259,737 Other expenses 500 - 500 Pension expenses 77,905 - 77,905 Program expenses 35,334 - 35,334

Total operating expenses 1,039,811 6,627,570 7,667,381 Net operating income (loss) 448,881 (3,552,883) (3,104,002)

Transfers in 109,116 1,314,014 1,423,130 Transfers out (318,840) (1,104,290) (1,423,130)

Total transfers (209,724) 209,724 - Changes in net assets 239,157 (3,343,159) (3,104,002)

Total net assets - beginning 20,022,696 4,457,911 24,480,607 Prior Period Adjustments - (911,032) (911,032) Beginning net assets, restated 20,022,696 3,546,879 23,569,575

Total net assets - ending 20,261,853$ 203,720$ 20,465,573$

Investment income


16


Statement of Cash Flows Proprietary Funds


General

Fund

Single Family

Bond Programs

Fund Total

CASH FLOWS FROM OPERATING ACTIVITIES

Cash received from fees 677,533$ - 677,533$ Cash received from other governments (447,941) - (447,941) Cash paid for housing programs (35,334) - (35,334) Cash paid to other funds 268,692 (263,840) 4,852 Cash payments for general and administrative expenses (811,692) (333,665) (1,145,357)

Net cash used in operating activities (348,742) (597,505) (946,247)

CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES

Principal repayments on bonds payable - (13,106,393) (13,106,393) Interest paid on bonds payable - (2,733,928) (2,733,928) Payments for capital leases (2,090) - (2,090) Transfers to other funds (209,724) - (209,724) Transfers from other funds - 209,724 209,724 Collections of housing assistance and grants 104,635 - 104,635

Net cash used in noncapital financing activities (107,179) (15,630,597) (15,737,776)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from the principal paydowns of MBS - 13,621,625 13,621,625 Net procceds from investment activities 1,493,224 388,273 1,881,497 Interest received on investments 634,552 3,119,216 3,753,768

Net cash provided by investing activities 2,127,776 17,129,114 19,256,890 Net decrease in cash and cash equivalents 1,671,855 901,012 2,572,867 Cash and cash equivalents, beginning of year 5,417,956 5,088,635 10,506,591 Cash and cash equivalents, end of year 7,089,811$ 5,989,647$ 13,079,458$

RECONCILIATION OF OPERATING INCOME TO NET CASH

USED IN OPERATING ACTIVITIES

Operating income (loss) 448,881$ (3,552,883)$ (3,104,002)$ Adjustments to reconcile change in net assets to

net cash provided by (used in) operating activities:Amortization of bond premium - (174,691) (174,691) Unrealized loss on investments - 3,768,443 3,768,443 Depreciation expense 2,640 - 2,640 Interest received on investments (634,552) (3,119,216) (3,753,768) Interest paid on bonds payable - 2,733,928 2,733,928 Changes in operating assets and liabilities:

Notes receivable 249,707 - 249,707 Accrued interest receivable - 44,529 44,529 Internal Balances 268,692 (263,840) 4,852 Due from other governments (731,552) - (731,552) Fees and other receivables 20,981 - 20,981 Prepaid expenses (27,598) - (27,598) Other Liabilities (163,683) - (163,683) Accrued interest payable - (33,775) (33,775) Accounts payable and other liabilities 181,604 - 181,604 Deferred Outflows of resources 7,950 - 7,950 Net pension liability 28,188 - 28,188

Total adjustments (797,623) 2,955,378 2,157,755

Net cash used in operating activities (348,742)$ (597,505)$ (946,247)$


Notes to the Financial Statements For the Year Ended September 30, 2018

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1. Summary of significant accounting policies

The accounting policies of the Housing Finance Authority (Authority) of Pinellas County, Florida (County) conform to United States Generally Accepted Accounting Principles (GAAP) as applicable to governmental units. The following is a summary of the more significant policies. A. Reporting entity The Authority was created as a Florida public corporation in accordance with the Florida Housing Financial Authority Law, Part IV of Chapter 159, Florida Statutes (1979), following the adoption of an approving ordinance by the Board of County Commissioners (Board) of the County on October 12, 1982, included as Section 2-389, Pinellas County Code (Authorizing Ordinance). The purpose of the Authority is to encourage the investment of private capital and stimulate the construction of residential housing for low, moderate, or middle income families through the use of public financing. The Authority is authorized to issue bonds to fulfill its corporate purpose in principal amounts specifically authorized by the Board. Financial oversight and accountability to the citizens of the County is provided by the Board. The Board appoints the Authority members, who serve a term of four years. The Board has the power to remove an Authority member from office without cause. For financial reporting purposes the Authority is considered a component unit of the County. Bonds and other obligations issued by the Authority are payable, both as principal and interest, solely from the assets of the various programs which are pledged under the resolutions authorizing the particular issues. These issues do not constitute an obligation, either general or special, of the County, the State of Florida or of any local government therein. Neither, the full-faith, credit nor revenues, the taxing power of the County, nor the State of Florida or any local government therein, shall be pledged to the payment of the principal and interest on the obligations. The Authority is a party to agreements with other duly created local housing finance authorities. The agreements provide for the Authority to issue bonds to provide funds to make loans to qualified persons or families of low, moderate or middle income to finance the purchase of qualified owner-occupied single family residences to alleviate the shortage of housing in the jurisdictions of the parties to the respective agreements. B. Basis of presentation The accounting records of the Authority are organized on the basis of funds as prescribed by GAAP in the United States applicable to governments as established by the GASB; and when applicable to governmental entities, statements of the Financial Accounting Standards Board (FASB). The operations of each fund are accounted for within a separate set of self-balancing accounts recording cash and other financial resources, together with related liabilities, net position, revenues, and expenses. The accompanying financial statements present the financial position, changes in financial position and cash flows of the general fund, which reports all of the funds controlled by the Authority, the bond programs fund, which accounts for all of the single-family bond programs of the Authority, and the housing trust fund, which accounts for funds used to finance housing



18

projects and developments. The Single Family Bond Programs Fund, GSE Program Fund and the Housing Trust Fund are each considered major funds under GASB Statement No. 34 because of their importance to financial statement users. C. Government-wide and fund financial statements

The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all of the nonfiduciary activities of the Authority. For the most part, the effect of interfund activity has been removed from these statements. Governmental activities are reported separately from business-type activities.

The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Other items not properly included among program revenues are reported instead as general revenues.

Separate financial statements are provided for governmental funds and proprietary funds. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements.

D. Fund accounting

Fund accounting is the procedure by which resources for various purposes are classified for accounting and reporting purposes into funds that are in accordance with specified activities or objectives in accordance with limitations and restrictions imposed by sources outside the entity and in accordance with directives issued by the governing board.

The Authority’s funds are classified into two categories - governmental and proprietary.

Governmental funds

The Authority’s governmental fund types are classified as special revenue funds. Governmental special revenue funds are used to account for the proceeds of specific revenue sources that are restricted or committed to expenditure for specified purposes other than debt service or capital projects and exclusive of resources held in trust for individuals, private organizations, or other governments. Expendable assets are assigned to the applicable governmental fund according to the purpose for which they may or must be used; current liabilities are assigned to the fund from which they are to be paid; and the difference between assets and liabilities is fund balance. In accordance with governmental accounting standards, the portions of fund balances that are not available for appropriation and expenditure and/or are legally segregated for a specified use are presented as restricted. The Authority’s governmental fund category includes the following major special revenue funds:

Housing Trust Fund. The Housing Trust Fund was established in December 2006, consistent with the interlocal agreement between the Authority and the Board of County Commissioners. Housing Trust Fund proceeds are to be used to provide equity, loans, financing and assistance, including subsidy, for the promotion of housing opportunities. Housing Trust Fund proceeds may be used only for the purposes approved by the County.



19

Land Assembly Fund. The Land Assembly Fund was established in May 2015 consistent with the interlocal agreement between the Authority and the Board of County Commissioners. Land Assembly Funds shall be utilized for the acquisition of land for affordable and/or transitional housing pursuant to the interlocal agreement and Section 212.055(2)(d)(1)(e), Florida Statutes.

Proprietary funds

The proprietary funds are used to account for activities similar to those found in the private sector, where the determination of net income is necessary or useful to sound financial administration. An enterprise fund accounts for activities that are self-sustaining, primarily through user charges or are used when management wants control or measure costs of services. The Authority’s proprietary fund category includes the following major enterprise funds:

General fund. The Authority’s general fund collects program fees from various bond issues. Expenses are those incurred in operating the Authority which are determined by budgetary restrictions imposed by the Authority. The general fund also makes second mortgage loans used for down-payment assistance as well as loans to various agencies that assist in providing affordable housing in specifically designated areas of the County. These loans are typically non-interest bearing or have interest rates substantially below the prevailing market rate and include other favorable terms of repayment. Single-family bond programs fund. Various single-family programs have been financed through the issuance by the Authority of tax-exempt and taxable bonds. The proceeds of the bonds are used primarily to purchase Government National Mortgage Association (GNMA), Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC) certificates to the extent mortgage loans are originated by participating lenders. The mortgage loans are intended for single-family residences for persons of low to moderate income in Pinellas, Hillsborough, Pasco, Polk, Charlotte, Collier, Monroe and Sarasota Counties, Florida.

E. Basis of accounting

All governmental funds are accounted for using a current financial resources measurement focus whereby only current assets and current liabilities generally are included on the balance sheet. Operating statements of these funds present increases in net current assets. Governmental fund revenues and expenditures are recognized on the modified accrual basis of accounting. Revenues and other fund financial resources are recognized in the accounting period in which they become both measurable and available to finance expenditures. For this purpose, the Authority considers funds to be available if they are collected within sixty days of the end of the current fiscal year. Expenditures are recognized in the accounting period in which the fund liability is incurred, if measurable. The government-wide financial statements and proprietary funds are accounted for on a flow of economic resources measurement focus. With this measurement focus, all assets and all liabilities associated with the operation of these funds are included on the balance sheet. Proprietary fund-type operating statements present increases and decreases in net total assets.



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The Authority recognizes revenues and expenses for the governmental and enterprise fund-types using the accrual basis of accounting. Revenues and federal reimbursement type grants are recognized in the accounting period in which they are earned and become measurable; expenses are recognized in the period incurred, if measurable. F. Budgets and budgetary accounting

The Authority adopts its budget annually for the general fund in accordance with the Authorizing Ordinance. Appropriations are controlled at the object level within each activity and may be amended by resolution at any Authority meeting within sixty days after the fiscal year end. Budgets are prepared using the same accrual basis as is used to account for enterprise funds.

G. Cash and cash equivalents

Cash and cash equivalents of the general fund and bond programs, which consist of highly liquid financial instruments with an original maturity of three months or less, are carried at cost which approximates their fair value. All bank balances as of September 30, 2018, are covered by federal depository insurance or the State of Florida’s Collateral Pool.

The Authority considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. H. Investments

The Authority is authorized to invest in federal instrumentalities and direct obligations of the United States of America or any agency thereof, interest bearing time or demand deposits with any qualified depository institution, Certificates of Deposits in state certified qualified public depositories, Securities and Exchange Commission registered money market funds, contracts for the purchase and sale of government obligations as described in the Florida Housing Act, the State Board of Administration (SBA) Investment Pool (SBA Investment Pool), created by Section 218.405, Florida Statutes and those made locally. I. Mortgage backed securities The Authority has entered into various investment agreements with the bond trustees (financial institutions) (Bond Trustees) who are custodians of GNMA and FNMA securities which are collateral on the majority of single-family bonds. These agreements require the Bond Trustees to hold these securities to maturity, thus requiring the GNMA and FNMA securities to be redeemed at their face value. GASB Statement No. 72, Fair Value Measurement and Application, requires these securities to be recorded at fair value, which will reflect current period fluctuations in their value. J. Mortgage loans receivable

Mortgage loans receivable are carried at original cost, less principal collections. Servicing of these loans is provided by various approved and qualified private lending institutions and servicing organizations on behalf of the Authority.



21

K. Allowance for losses on loans and mortgage loan receivable The Authority makes loans through its Operating Fund for down payment assistance and to various agencies. An allowance has been established based upon management’s evaluation of the balances therein. L. Internal balances Down payment assistance and bond issuance costs paid for by the Operating Fund on behalf of the single family bond program are presented as internal balances on the Statement of Net Position. Bond Program Fund reimbursements of these balances to the Operating Fund are anticipated to result from residual proceeds upon retirement of bonds payable. M. Interfund transfers

Transfers of resources between funds when the custody of the mortgage-backed securities changes due to the retirement of bond issues. N. Bond discounts and premiums

Discounts and premiums on the sale of bonds are capitalized and amortized over the life of the bonds using the effective interest method. O. Real estate owned, net Real estate acquired through foreclosure is recorded at the lower of the investment in the loan or estimated fair market value less estimated selling costs. P. Capital assets Capital assets are carried at cost and depreciated based on various useful lives ranging from 5 to 50 years. Depreciation is recognized on the straight-line basis over the expected useful lives of the assets. The Authority has established a capitalization threshold for fixed assets of $5,000. Q. Fee income In connection with the financing of single-family mortgage loans, the Authority historically charged a nonrefundable fee to participating lenders for the purpose of securing a commitment for permanent mortgage loans for single-family units equal to 1.0% to 1.125% of the principal balance of loan participation commitments. Such fees, net of allowable direct costs, were reported as unearned commitment fees and amortized over the life of the mortgage loans or the related GNMA, FNMA and FHLMC certificates using the straight-line method, which approximates the effective interest method. Investments are presented net of unearned fee income in accordance with FASB Statement No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.



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In connection with the administration of its bond programs, the Authority receives a fee from each of the bond issues administered. This fee is based on either a percentage of bonds, mortgage loans, or GNMA/FNMA/FHLMC certificates outstanding or a certain dollar amount, as provided for in the bond issue documents. R. Interest income

Interest on mortgage loans and investments is recognized as income when earned. Interest on mortgage loans is recorded net of service fees.

S. General and administrative expenses

The Bond Programs Fund recognizes various trustee costs, bond issue costs, and project operating expenses, as defined in trust indentures, as general and administrative expenses. Operating Fund general and administrative expenses represent the Authority’s operating costs. T. Income taxes The Authority is exempt from income taxes; therefore, no provision for tax liability has been included in the Authority’s financial statements.

The Authority’s Forms 8038 filed in connection with its bond issues, and payroll tax returns, are subject to examination by the IRS, generally for three years after they were filed. U. Deferred inflows and outflows of resources Deferred inflows of resources represent an acquisition of net position that applies to a future period, and is therefore deferred until that time. The Authority recognizes deferred inflows of resources related to pensions. Deferred outflows of resources represent a consumption of net position that applies to a future period, and is therefore deferred until that time. The Authority recognizes deferred outflows of resources related to pensions. V. Pensions For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the plan net position of the Florida Retirement System (FRS or the System) and additions to/deductions from FRS’ plan net position has been determined on the same basis as they are reported by FRS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. W. Net position Net investments in capital assets represents the balance of capital assets, net of accumulated depreciation and less the outstanding balances of any debt or other forms of borrowing used to finance those assets. Restricted net position is used to indicate a segregation of a portion of net position equal to the assets restricted for meeting various covenants as defined in the bond indentures or other laws and regulations. All net position of the bond programs fund is considered to be restricted. Unrestricted net position relates to that portion of net position not restricted for the purposed defined above. Upon satisfaction of all bondholder indebtedness and payment of all unauthorized expenses, any remaining funds are disbursed to the Authority or the respective entity as described in the trust indenture or loan agreement.



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X. Use of restricted resources

When both restricted and unrestricted resources are available for use, it is the Authority’s policy to use restricted resources first, then unrestricted resources as they are needed. Y. Arbitrage rebate liability

Arbitrage is the ability to obtain tax-exempt bond proceeds and invest the funds in higher yielding taxable securities, resulting in a profit. In accordance with the United States tax code and regulation, the arbitrage earnings (i.e., profit) must be rebated to the Internal Revenue Service. The arbitrage which must be rebated is essentially the difference between the amount actually earned on certain investments and the amount which would have been earned had those funds been invested at a yield equal to the originally calculated yield on the bonds. Z. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. Recently issued accounting standards GASB issued Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions (GASB 75). This statement replaces the requirements of Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, as amended, and No. 57, OPEB Measurements by Agent Employers and Agent Multiple-Employer Plans. The scope of this statement addresses accounting and financial reporting for OPEB that is provided to the employees of state and local governmental employers. This statement establishes standards for recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources, and expense/expenditures related to OPEB. Statement No. 75 is effective for the year ended September 30, 2018. GASB Statement No. 85, Omnibus 2017. Objective of this Statement is to address practice issues that have been identified during implementation and application of certain GASB Statements. The requirements of this Statement will enhance consistency in the application of accounting and financial reporting requirements. Consistent reporting will improve the usefulness of information for users of state and local government financial statements. The requirements of GASB Statement No. 85, Omnibus 2017 have been implemented for the year ended September 30, 2018. The implementation of this pronouncement did not have a material impact on the financial statements.

GASB Statement No. 87, Leases. Objective of this Statement is to better meet the information needs of financial statement users by improving accounting and financial reporting for leases; enhancing the comparability of financial statements between governments; and also enhancing the relevance, reliability (representational faithfulness), and consistency of information about the leasing activities of governments. The requirements of this Statement will be effective for the year ended September 30, 2021.



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3. Prior period adjustments

During the current fiscal year, it was determined that several second mortgage loans were included under both the General Fund and the Single Family Bond Programs Fund in prior years, resulting in an overstatement of Proprietary Funds’ net assets. Net position for the Propriety Funds has been restated as follows:

Cash, cash equivalents and investments

The Authority’s Investment Policy is designed to ensure the prudent management of funds, and the availability of operating and capital funds when required, while earning a competitive return within the policy framework. The primary objectives, in order of priority, of investment activity shall be safety, liquidity, and yield.

Investments of the Authority include deposits and guaranteed contracts with banks or other financial institutions which meet standards for deposits stipulated in investment agreements, money market funds, and U.S. government agency securities.

A. General Fund

B. Governmental Funds

Beginning net position, as previously reported 24,480,607$ (911,032)

Beginning net position, as restated 23,569,575$

Whole loans receivable adjustment

Maturities

(in Years)

Total

Less

Than 1

Greater

Than 10

Bank deposits 4,908,024$ 4,908,024$ -$ Money market funds 2,181,787 2,181,787 -

Total cash equivalents 7,089,811$ 7,089,811$ -$

Maturities

(in Years)

Total

Less

Than 1

Greater

Than 10

Bank deposits, Housing Trust Fund 1,407,063$ 1,407,063$ -$ Bank deposits, Land Assembly Fund 30,399 30,399 -

Total cash equivalents 1,437,462$ 1,437,462$ -$



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C. Single Family Bond Programs Fund

D. Risk

In accordance with GASB Statement No. 40, investments also require certain disclosures regarding policies and practices with respect to the risks associated with them. Interest rate risk, credit risk, custodial credit risk, and concentration of credit risk are discussed in the following paragraphs.

Interest rate risk

Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. The Authority’s investment policy to minimize interest rate risk is by structuring the investment portfolio so that the securities mature to meet cash requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity.

Credit risk

The Authority also mitigates credit risk, which is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. Custodial credit risk is the risk that, in the event of the failure of the counterparty to a transaction, the Authority will not be able to recover the

value of investment or collateral securities that are held in the possession of an outside party. Funds that are held under a bond resolution or other security agreement shall be invested with investment agreement providers that have a rating of at least “AAA“ to “AA-“ from Standard and Poor’s Rating Services, or at least “Aaa” to “Aa3” from Moody’s Investor Services, Inc., and that otherwise satisfy any additional requirements imposed by the applicable bond resolution credit risk by limiting investments to securities listed by the Authority as permitted investments and by ensuring that financial institutions are considered authorized by the Authority. Authorized financial institutions are defined in the investment policy as financial institutions that have a rating of 150 or better and trustees that have a reported capital and surplus of not less than $50,000,000 or such greater amount as may be provided in the applicable bond resolution or other security agreement.

Concentration of Credit Risk

Concentration of credit risk is the risk of loss attributed to the magnitude of a government’s investment in a single issuer. The Authority diversifies its General Fund investment portfolio to minimize the impact of potential losses from one type of security or individual issuer. Credit quality ratings, weighted average maturities and concentration of credit risk permitted for Single Family Bond Programs Fund investments are based on policies provided in respective trust indentures, which vary among projects. Such investments are made at the direction of trustees based on the underlying trust indenture policies.

Maturities

(in Years)

Total

Less

Than 1

Cash 109$ -$ Money market treasury funds 5,989,538 3,214,065

Total cash equivalents and investments 5,989,647$ 3,214,065$



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4. Reserve fund requirements

The single family bond programs do not have a reserve requirement.

5. Fair value measurements

The Authority’s financial instruments measured and reported at fair value are classified according to the following hierarchy:

Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets that the Authority has the ability to access at the measurement date.

Level 2 – Inputs are based on significant observable inputs, including unadjusted quoted market prices for similar assets and liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 – Inputs that are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

The categorization of financial instruments within the hierarchy is based upon the pricing transparency of the instrument and should not be perceived as the particular investment’s risk. The U.S. Treasury note classified as Level 1 of the fair value hierarchy is valued using quoted active market prices for the identified note security. The loans receivable classified as Level 2 of the fair value hierarchy are valued using prices quoted in active markets for similar securities.

6. Receivables A. Mortgage loans receivable

The Authority implemented second mortgage loan programs, which provide financing for qualifying individuals in connection with the purchase of a personal residence. The loans are available to reduce the amount of down payment and closing funds needed. The second mortgage loans are non-interest bearing, 30-year term loans payable in full upon sale, transfer or refinancing of the single family residence upon payment of the remaining balance of the mortgage loan, and are evidenced by a promissory note and secured by a mortgage. Each second mortgage is recorded in the official land records of the County such that it constitutes a valid second lien upon the single family residence.

Fair Value Level 1 Level 2 Level 3

General FundMortgage backed securities 6,945,619$ -$ 6,945,619$ -$

Single Family Bond Programs FundMortgage backed securities 74,236,393 - 74,236,393 -

Total Financial Instruments by Fair Value Level 81,182,012$ -$ 81,182,012$ -$



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Mortgage loans receivable consisted of the following at September 30, 2018:

B. Notes receivable

At September 30, 2018 the Authority holds the following notes receivable:

Funded by the Housing Trust Fund

A promissory note, dated April 12, 2011, from Pinellas County Housing Authority secured by a mortgage in the of amount of $307,958. The note was given for the acquisition and preservation of residential rental housing of property, known as Redwood Apartments, located at 7524 41st Avenue North, St. Petersburg, Florida. Loan repayment is deferred for 3 years. No interest will accrue during the deferral period. Payments are based on the loan amount with interest at 3% per annum for a thirty year term. Payments on this note are due and payable commencing with a payment of $1,298.37 due on May 1, 2014 consisting of principal and interest and $1,298.37 on the first day of each month for the remaining 359 months. As of September 30, 2018, the outstanding principal on the note was $278,521. A promissory note, dated April 12, 2011, from BPA II, Ltd., a Florida limited partnership (Borrower), secured by a leasehold mortgage in the of amount of $670,104. The note was given for the development of new residential rental housing on property known as Bayside Court, located at 1760 Clearwater-Largo Road, Largo, Florida through the Neighborhood Stabilization Program II (NSPII). This note is due and payable, on or before April 1, 2051. Loan payment is deferred, and there will be no payments of principal or interest due, so long as Borrower remains leasehold owner of the property, develops and operates said property as residential housing, including affordable rental housing, and complies with the terms of this

Mortgage Loans Receivables:Governmental

Funds

Proprietary

Funds Total

DPA loans receivable 377,995$ 1,309,505$ 1,687,500$ Second mortgages receivable 1,607,600 5,382,510 6,990,110

Gross receivables 1,985,595 6,692,015 8,677,610 Less: allowance for uncollectible accounts (295,271) (858,448) (1,153,719)

Receivables, net 1,690,324$ 5,833,567$ 7,523,891$

Notes Receivable:Governmental

Funds

Proprietary

Funds Total

Redwood Apartment $ 278,521 $ - 278,521$ Bayside Court 400,000 270,104 670,104 CHAF Properties LLC 1,100,000 - 1,100,000 Greenwood Apartments - 260,356 260,356 Tampa Bay CDC - 200,000 200,000 Norton Apartments - 573,779 573,779 VOA - 2,973,297 2,973,297 Suntrust Multifinancial - 1,398,948 1,398,948 Clearwater Neighborhood Housing - 60,000 60,000 McLaughlin Project 500,000 - 500,000

2,278,521 5,736,484$ 8,015,005$ Less: allowance for uncollectible accounts (1,100,000) (940,089) (2,040,089)

1,178,521$ 4,796,395$ 5,974,916$



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note and the accompanying leasehold mortgage, as well as the Land Use Restriction Agreement and the Agency Agreement, and any other security instrument associated with the leasehold mortgage. During the deferral period, no interest will accrue. As of September 30, 2018, the outstanding principal balance on the promissory note was $670,104, of which $400,000 is the Housing Trust Fund portion. A promissory note from CHAF Properties, LLC secured by a mortgage in the amount of $1,100,000 with maturity date April 1, 2042 and 1% interest. The first payment on this note was due on April 1, 2012. The note is restricted for the development of new residential rental housing. The Authority does not intend to collect on the note; therefore the allowance for uncollectible accounts and program expenditure was recorded in 2011. As of September 30, 2018 the outstanding principal on the note was $1,100,000. A promissory note, dated March 29, 2018, from Tampa Bay Community Development Corporation, a Florida not-for-profit corporation and Community Service Foundation, Inc., a Florida not-for-profit corporation (Borrowers), secured by a leasehold second mortgage in the amount of $500,000. The note was given for the acquisition and rehabilitation of 11 units of affordable single family rental housing known as the McLaughlin Project, located in the city of Seminole, Florida. This note is due and payable on or before March 29, 2050. Interest shall accrue for the first two years, however, if Borrower is not in default under the terms of the Note at the end of year two, said interest shall be forgiven. Blended payments of principal and interest shall be due and payable monthly in the amount of $2,108 commencing April 29, 2020, and on the same day of each month thereafter until maturity at which time the then remaining principal balance together with any interest accrued thereon shall be fully due and payable without demand. As of September 30, 2018, the outstanding principal on the note was $500,000.

Funded by the Operating Fund A note receivable from Greenwood Apartments, LLC in the amount of $300,000 that is secured by a mortgage. The principal and 3% annual interest are paid monthly, contingent on cash flow, beginning May 1, 2010 and ending May 1, 2042. As of September 30, 2018, the outstanding principal balance on the note was $260,356.

A promissory note, dated April 5, 2017 from Tampa Bay Community Development Corporation (TBCDC) in the amount of $200,000. The money was advanced to TBCDC to fund down payment assistance loans to first time home buyers. The entire outstanding balance and unpaid interest is due and payable in full on December 31, 2018, unless extended. As of September 30, 2018, the outstanding principal balance on the promissory note was $200,000. The interest rate on the note was 2% per annum.

A promissory note, dated July 5, 2017, from Clearwater Neighborhood Housing Services, Incorporated (CNHS), in the amount of $60,000. The money was advanced to CNHS to fund down payment assistance loans to first home buyers. The entire outstanding balance and unpaid interest is due and payable in full on December 31, 2018, unless extended. As of September 30, 2018, the outstanding principal balance on the promissory note was $60,000. The interest rate on the note is 2% per annum. A promissory note, dated March 15, 2011, from Pinellas County Housing Authority (Borrower) secured by a leasehold mortgage in the amount of $607,490. The note was given for the acquisition and preservation of residential rental housing of property, known as Norton Apartments, located at 1450 S Martin Luther King Jr. Avenue, Clearwater, Florida through NSPII. The original terms of the note required the Borrower to pay, when due, the principal



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sum of the indebtedness upon the earlier of the Borrower’s sale of the property or April 1, 2012. During fiscal 2013, the note was modified to reflect payments to begin June 1, 2014. As of September 30, 2018, the outstanding principal balance on the note was $573,779. A promissory note from Volunteers of America of Florida, Inc. (VOA) in the amount of $3,675,036 secured by a mortgage dated June 29, 2012 in the amount of $3,245,036 which is provided by the Authority through the Neighborhood Stabilization Program I (NSPI) and NSPII. The purpose of the note is for the development of affordable rental housing units located at 802 Mango Street, Tarpon Springs, Florida to be known as Sunrise Place Apartments. The note is due and payable on or before July 1, 2054, at which time the remaining principal balance together with any interest accrued thereon shall be due and payable without demand. If the property is leased, sold or title of any interest therein is otherwise transferred to any third party before July 1, 2054, then the full principal sum plus interest shall be immediately due and payable. Repayment of $940,089 of the original principal balance of the note will be forgiven (Contingent Forgiveness Amount) 40 years from the date of the note, provided that VOA has utilized the property to provide affordable rental housing in compliance with the Authority’s conditions, the Agency Agreement and the Land Use Restriction Agreement. Interest will neither be paid nor accrue on the Contingent Forgiveness Amount. Loan repayment was deferred for 2 years from June 29, 2012, and there were to be no payments of principal and no interest to accrue, so long as the VOA remained leasehold owner of the property. Payments due under the note are based upon a loan amount of $2,304,947, with interest thereon at the rate of 1.5% per annum amortized over forty years. Payments on the note began on July 1, 2014 and continue on the first day of each month for the remaining 479 calendar months. As of September 30, 2018, the outstanding principal balance on the note was $2,973,297. The Contingent Forgiveness Amount has been recorded as an allowance that reduces the receivable.

The SunTrust Multifinancial loans were made to purchase properties to be rehabilitated and resold as part of the Neighborhood Stabilization Program (NSP). As of September 30, 2018, the outstanding principle on the SunTrust Multifinancial NSP notes receivable was $1,398,948.

C. Other receivables

Other receivables consisted of the following at September 30, 2018:

Other receivables include amounts to be repaid that were advanced for the purpose of funding property improvements and operational expenses related to properties located in the Lealman area of Pinellas County, Florida.

Other Receivables:Governmental

Funds

Proprietary

Funds Total

Due from Lealman Trust Account 669,307$ -$ 669,307$ Due from Pinellas BOCC 15 - 15 Due from PCHF, Inc - 1,319 1,319

Less: allowance for uncollectible accounts (127,280) - (127,280) Receivables, net 542,042$ 1,319$ 543,361$



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7. Interfund balances

Amounts due to or from other funds reported in the current asset or liability section of the accompanying fund financial statements relate to the time lag between dates that reimbursable expenditures occur and payments between funds are made. Amounts due to or from other funds reported in the noncurrent asset or liability section of the accompanying fund financial statements are not expected to be repaid within a year. This activity relates to transactions between the general fund and the bond programs fund.

8. Interfund transfers

Below is a summary of the current year transfers:

9. Capital assets A summary of the changes in the Authority’s capital assets for the year ended September 30, 2018 is as follows:

Due To

Other Funds

Due From

Other Funds

Governmental funds:Land Assembly Fund 444$ 831$

Total governmental funds 444 831 Proprietary funds:

General Fund - 1,228,773 Bond Program Fund 1,229,160 -

Total enterprise funds 1,229,160 1,228,773 Total Due To/Due From 1,229,604$ 1,229,604$

Transfers

To Other

Funds

Transfers

From Other

Funds

Proprietary funds:General Fund 318,840$ 109,116$ 1998 Master Indenture Single Family Bond Program Fund 109,116 263,840 2009 Master Indenture Single Family Bond Program Fund 995,174 1,050,174

Total transfers 1,423,130$ 1,423,130$



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10. Capital lease

During 2016, the Authority entered into an equipment lease agreement with ImageNet Consulting to finance a Canon Copier for $12,891 which was placed into service on July 8, 2016. The copier has a five-year estimated useful life and, at September 30, 2018, is valued, net of depreciation at $7,090. This year, $2,640 was included in depreciation expense. This lease agreement qualifies as a capital lease for accounting purposes and therefore, has been recorded at the present value of its future minimum lease payments as of the inception date.

The future minimum lease obligations and the net present values of the minimum lease payments at September 30, 2018 are as follows:

Balance

10-1-2017 Reclassifications Additions Disposals

Balance

9-30-18

Capital assets, not being depreciated:Land 2,867,115$ 415,918 3,334,033$ -$ 6,617,066$

Total capital assets, not being depreciated 2,867,115 415,918 3,334,033 - 6,617,066 Capital assets, being depreciated:

Equipment 7,100 - - - 7,100 Buildings 5,175,135 (415,918) - (837) 4,758,380 Leasehold improvements - - 41,792 41,792

Total capital assets, being depreciated 5,182,235 (415,918) 41,792 (837) 4,807,272 Accumulated depreciation for:

Buildings (352,463) - (224,043) - (576,506) Total accumulated depreciation (352,463) - (224,043) - (576,506)

Total capital assets, being depreciated, net 4,829,772 (415,918) (182,251) (837) 4,230,766 Governmental activities capital assets, net 7,696,887$ -$ 3,151,782$ (837)$ 10,847,832$

Balance

10-1-2017 Reclassifications Additions Disposals

Balance

9-30-18

Business-type activities:

Capital assets, being depreciated:Equipment 12,402$ -$ 489$ -$ 12,891$

Total capital assets, being depreciated 12,402 - 489 - 12,891 Accumulated depreciation for:

Equipment (3,161) - (2,640) - (5,801) Total accumulated depreciation (3,161) - (2,640) - (5,801)

Total capital assets, being depreciated, net 9,241 - (2,151) - 7,090 Business-type activities capital assets, net 9,241$ -$ (2,151)$ -$ 7,090$

Governmental activities:

Business-type activies:

Fiscal Year Ending September 30,2019 2,616$ 2020 2,616 2021 2,014 Total minimum lease payments 7,246 Less: amount representing interest (77) Present value of minimum lease payments 7,169$



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11. Bonds payable

Bonds are issued in the form of serial, term, and capital appreciation bonds. The annual percentage rate, maturity, principal balance outstanding, and other information relating to bond indebtedness at September 30, 2018, are as follows:

Scheduled principal and interest payments commencing October 1, 2018, are as follows:

Series Type

Annual Percentage

Rate

Principal

Balance

Outstanding

2009 Single-Family Master Indenture Issues:2010A Serial 2.65% - 3.60% 2018 - 2021 180,000$

Term 3.01% - 4.25% 2027 - 2041 4,765,000

2011A Serial 2.55% - 4.00% 2018 - 2022 520,000 Term 2.77% - 4.70% 2026 - 2041 6,435,000

2011B Serial 2.45% - 3.65% 2018 - 2022 650,000 Term 2.32% - 4.375% 2027 - 2041 6,085,000

2012A Serial 1.25% - 2.625% 2018 - 2023 1,225,000 Term 2.71% 2041 6,940,000

2014A Term 2.90% - 3.40% 2036 - 2045 12,028,238

2015A Term 2.90% - 3.35% 2037 - 2045 13,477,790

2015B Term 3.35% 2045 11,933,726

2016A Serial 0.65% - 2.65% 2018 - 2026 1,165,000 Term 3.20 - 3.80% 2031 - 2046 12,245,000

77,649,754$

Principal

Maturity

Ending Principal Interest Total

2019 730,000$ 2,484,065$ 3,214,065$ 2020 740,000 2,466,730 3,206,730 2021 750,000 2,447,365 3,197,365 2022 695,000 2,426,418 3,121,418 2023 360,000 2,406,125 2,766,125

2024-2028 3,955,000 11,843,954 15,798,954 2029-2033 1,890,000 11,001,011 12,891,011 2034-2038 7,513,319 10,293,807 17,807,126 2039-2043 20,240,000 9,147,437 29,387,437 2044-2048 40,776,435 2,474,155 43,250,590

Total bonds outstanding 77,649,754 56,991,067 134,640,821 Unamortized bond premium 1,172,014 - 1,172,014

Total 78,821,768$ 56,991,067$ 135,812,835$



33

Assets of the various programs are pledged for payment of principal and interest on the applicable bonds. Each issue is collateralized by a separate collateral package. In addition, certain assets are further restricted for payment of interest and principal in the event that the related debt service and other available funds are insufficient. Provisions of the bond resolutions provide for various methods of redemption. Bonds are to be redeemed at par, primarily from repayments of mortgage loans securing issues, from unexpended bond proceeds and excess program revenues. Bonds are generally redeemable at the option of the Authority at premiums ranging up to 5%. Certain term bonds require mandatory sinking fund payments for their redemption.

12. Changes in long-term liabilities

13. Pension Plans

Florida Retirement System Pension Plan (FRSPP)

Plan description. Substantially all permanent full-time and part-time employees of the Authority are provided with pensions through the Florida Retirement System (FRS) Public Employment Retirement System (PERS)—a cost-sharing multiple-employer defined benefit pension plan administered by the Florida Department of Management Services’ Division of Retirement. Chapter 121 of the State Statutes grants the authority to establish and amend the benefit terms to the Florida Legislature. FRS issues a publicly available financial report that can be obtained at http://dms.myflorida.com.

Benefits provided. FRSPP provides retirement, death, and disability benefits to plan members and beneficiaries. Plan benefits are computed on the basis of age, average final compensation and service credits. For employees initially enrolled in the Pension Plan on or after July 1, 2011, average final compensation is the average of the eight highest fiscal years of earnings compared with the average of the five highest years of earnings for those enrolled prior to July 1, 2011. The Pension Plan provides vesting of benefits after eight years of creditable service for employees initialed enrolled in the Pension Plan on or after July 1, 2011, compared with a vesting period of six years for those enrolled prior to July 1, 2011. Members initially enrolled in the Pension Plan on or after July 1, 2011, are eligible for normal retirement if they are vested and age 65 or if they have 33 years of service, regardless of age. Members initially enrolled in the Pension Plan prior to July 1, 2011, are eligible for normal retirement if they are vested and age 62 or have 30 years of creditable service, regardless of age. Early retirement may be taken any time after vesting, however, there is a 5% benefit reduction for each year prior to normal retirement age or date.

Balance atBeginning of Year 10/1/17 Additions Deletions

Balance atEnd of Year

9/30/18Due WithinOne Year

Governmental activities:

Due to other governments 1,000,000$ 1,900$ -$ 1,001,900$ -$ Governmental activities long-term liabilities 1,000,000 1,900 - 1,001,900 - Business-type activities:

Due to other governments 825,999 - (731,277) 94,722 - Unearned revenue 1,611,794 - (112,483) 1,499,311 - Bonds payable 92,102,852 - (13,281,084) 78,821,768 730,000 NLP obligation 3,773,807 - (51,201) 3,722,606 - Capital lease 9,255 - (2,086) 7,169 2,616 Net pension liability 300,418 28,262 (74) 328,606 - Business-type activities long-term liabilities 98,624,125 28,262 (14,178,205) 84,474,182 732,616 Total: 99,624,125$ 30,162$ (14,178,205)$ 85,476,082$ 732,616$

http://dms.myflorida.com/



34

The Deferred Retirement Option Program (DROP) is available under the Pension Plan when a member first reaches eligibility for normal retirement. The DROP allows members to retire while continuing employment for up to 60 months. While in DROP, the member’s retirement benefits accumulate in the FRS Trust Fund (increased by a cost of living adjustment each July 1) and earn monthly interest equivalent to an annual rate of 1.30% if the effective DROP commencement date is on or after July 1, 2011, or an annual rate of 6.5% if the DROP commencement date is before July 1, 2011.

Contributions. Employer and employee contribution rates are established in section 121.71, Florida Statutes. All participating employers must comply with statutory contribution requirements. Employer contribution rates under the uniform rate structure (a blending of both the FRS Pension Plan and Investment Plan rates) are recommended by the actuary but set by the Legislature. Employees participating in the Pension Plan are required to contribute 3.00 % of their annual pay. Employees who are enrolled in the DROP before July 1, 2011, are not subject to the contribution. The Authority’s contractually required contribution rate for the period July 1, 2017 through June 30, 2018 was 6.26% of covered payroll based on employee risk groups. Effective July 1, 2018, rates changed to 6.60% of covered payroll based on employee risk groups. These Contribution rates include an administration fee of 0.06%. Contributions to the pension plan from the Authority were $20,805 for the year ended September 30, 2018. Florida Retiree Health Insurance Subsidy (HIS) Program Plan description. Substantially all permanent full-time and part-time employees of the Authority are provided with pensions through the FRS Retiree Health Insurance Subsidy (HIS) Program—a cost-sharing multiple-employer defined benefit pension plan administered by the Florida Department of Management Services’ Division of Retirement. Chapter 121 of the State Statutes grants the authority to establish and amend the benefit terms to the Florida Legislature. FRS issues a publicly available financial report that can be obtained at http://dms.myflorida.com. Benefits provided. HIS provides a monthly payment to assist retirees of state-administered retirement systems in paying their health insurance costs. Eligible retirees and beneficiaries receive a monthly HIS payment equal to the number of years of creditable service completed at the time of retirement multiplied by $5. The payments are at least $30 but not more than $150 per month, pursuant to Section 112.363, Florida Statutes. To be eligible to receive a HIS benefit, a retiree under a state-administered retirement system must provide proof of health insurance coverage, which can be Medicare. Contributions. Employer contribution rates are set by the Florida Legislature. Employer contributions are a percentage of gross compensation for all active FRS members. The Authority’s contractually required contribution rate from July 1, 2017 through June 30, 2019 is 1.66% of covered payroll. Contributions to the pension plan from the Authority were $5,571 for the year ended September 30, 2018. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions Employer Proportionate Share of Net Pension Liability. At September 30, 2018, the Authority reported a liability of $219,884 and $108,722, respectively, for its proportionate share of the net pension liability for FRSPP and HIS. The net pension liability was measured as of June 30, 2018, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The Authority’s proportion of the net



35

pension liability was based on the Authority’s historical employer contributions to the pension plan relative to the historical contributions of all participating employers. At June 30, 2018, the Authority’s proportion was 0.000730014% and 0.001027221%, respectively, for FRSPP and HIS, which was an increase of 0.000056960% and 0.000079520% respectively, for FRSPP and HIS from its proportion measured as of June 30, 2017. Pension Expense. For the year ended September 30, 2018, the Authority recognized pension expense of $56,669 and $21,236, respectively for FRSPP and HIS. Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions. At September 30, 2018, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Florida Retirement System Pension Plan

Health Insurance Subsidy

$5,440 and $1,357, respectively, reported as deferred outflows of resources related to pensions resulting from Authority contributions subsequent to the measurement date for FRSPP and HIS will be recognized as a reduction of the net pension liability in the year ended September 30, 2018. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized in pension expense as follows:

Description

Deferred

Outflows

of Resources

Deferred

Inflows

of Resources

Differences between expected and actual experience 18,627$ 676$ Change of assumptions 71,847 - Net difference between projected and actual earnings on FRSPP

investments - 16,989 Changes in proportion and differences between Authority FRSPP 48,143 -

contributions and proportionate share of contributionsAuthority FRSPP contributions subsequent to the measurement date 5,440 - Total 144,057$ 17,665$

Description

Deferred

Outflows

of Resources

Deferred

Inflows

of Resources

Differences between expected and actual experience 1,664$ 185$ Change of assumptions 12,091 11,495 Net difference between projected and actual earnings on HIS 66

pension plan investmentsChanges in proportion and differences between Authority HIS

contributions and proportionate share of contributions 46,405 - Authority HIS contributions subsequent to the measurement date 1,357 - Total 61,583$ 11,680$



36

Assumptions and Other Inputs Actuarial assumptions. The FRS Actuarial Assumption conference is responsible for setting the assumptions used in the funding valuations of the defined benefit pension plan pursuant to section 216.136(10), Florida Statutes. The division determines the assumptions in the valuations for GASB 67 reporting purposes. The FRSPP’s GASB 67 valuation is performed annually. The HIS Program has a valuation performed biennially that is updated for GASB reporting in the year a valuation is not performed. The most recent experience study for the FRSPP was completed in 2014 for the period July 1, 2008, through June 30, 2013. Because the HIS Program is funded on a pay-as-you-go basis, no experience study has been completed for the program. The actuarial assumptions that determined the total pension liability for HIS Program were based on certain results of the most recent experience study for the FRSPP. The total pension liability for each cost-sharing defined benefit plan was determined using the individual entry age actuarial cost method. Inflation increases for both plans is assumed at 2.60%. Payroll growth, including inflation, for both plans is assumed at 3.25%. Both the discount rate and the long-term expected rate of return used for FRSPP investments is 7.00%. The plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the discount rate for calculating the total pension liability is equal to the long-term expected rate of return. The following changes in actuarial assumptions occurred in 2018:

• FRS: The long-term expected rate of return was decreased from 7.10% to 7.00%, and the active member mortality assumption was updated.

• HIS: the municipal rate used to determine total pension liability was increased from

3.58% to 3.87%.

Long-Term Expected Rate of Return The long-term expected rate of return assumption of 7.00 percent consists of two building block components: 1) a real (in excess of inflation) return of 4.40 percent, consistent with the currently articulated real return target in the current Florida State Board of Administration’s investment policy, developed using capital market assumptions calculated by Aon Hewitt Investment Consulting; and 2) a long-term average annual inflation assumption of 2.60 percent as adopted in October 2018 by the FRS Actuarial Assumption Conference. In the

Year Ending September 30, FRSPP HIS

2019 27,438$ 10,930$ 2020 30,368 10,930 2021 28,825 14,159 2022 10,731 9,627 2023 13,722 2,416

Thereafter 9,868 484 Total 120,952$ 48,546$



37

opinion of the FRS consulting actuary, Milliman, both components and the overall 7.00 percent return assumption were determined to be reasonable and appropriate per Actuarial Standards of Practice. The 7.00 percent reported investment return assumption differs from the 7.40 percent investment return assumption chosen by the 2018 FRS Actuarial Assumption Conference for funding policy purposes, as allowable under governmental accounting and reporting standards. For reference, the table below contains a summary of Milliman’s assumptions for each of the asset classes in which the plan was invested at that time based on the long-term target asset allocation. Each asset class assumption is based on a consistent set of underlying assumptions, and includes an adjustment for the inflation assumption. These assumptions are not based on historical returns, but instead are based on a forward-looking capital market economic model.

Sensitivity Analysis

The following presents the Authority’s proportionate share of the net pension liability calculated using the current discount rate, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower or 1-percentage-point higher than the current rate:

Authority Proportionate Share of the FRSPP Net Pension Liability

TargetAllocation (1)

AnnualArithmetic

Return

CompoundAnnual

(Geometric)Return

StandardDeviation

Cash 1.0% 2.9% 2.9% 1.8%Fixed Income 18.0% 4.4% 4.3% 4.0%Global Equity 54.0% 7.6% 6.3% 17.0%Real Estate (Property) 11.0% 6.6% 6.0% 11.3%Private Equity 10.0% 10.7% 7.8% 26.5%Strategic Investments 6.0% 6.0% 5.7% 8.6%Total 100.0%Assumed Inflation - Mean 2.6% 1.9%

(1) As outlined in the Pension Plan's investment policy

Asset Class

1% DecreaseCurrent

Discount Rate 1% IncreaseAuthority's proportionate share of 6.00% 7.00% 8.00%the net pension liability $401,298 $219,884 $69,209



38

Authority Proportionate Share of the HIS Net Pension Liability

Pension plan fiduciary net position. Detailed information about the pension plan’s fiduciary net position is available in the separately issued FRSPP and HIS financial report. As of September 30, 2018, the Authority has $328,606 net pension liability to the pension plan.

Florida Retirement System Investment Plan (FRSIP) The Authority contributes to the FRSIP, a defined contribution pension plan, for its eligible employees in lieu of participation in the defined benefit option of FRS. The Investment Plan is administered by the State Board of Administration. Benefits are accrued in individual accounts that are participant directed, portable, and funded by employer/employee contributions. The Investment Plan offers a diversified mix of investment options that span the risk-return spectrum and give participants opportunity to accumulate retirement benefits. The Authority’s required contribution rate to the Investment Plan is established by State Statute. The Authority has no participants in the FRSIP at this time.

14. Risk management

The Authority makes decisions regarding matters that come before it with respect to investment of private capital and the use of public financing. The Authority retains the risk of loss for these decisions. The Authority’s claims liability was $0 at September 30, 2018, based on the requirements of GASB Statement No. 10 which requires that a liability for claims be reported if information prior to the issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated.

15. Conduit debt obligations

From time to time, the Authority has issued revenue bonds to finance the construction or acquisition of multi-family housing developments which are intended for occupancy in part by persons of low, moderate, or middle income. Neither the Authority, nor the County, or the State, or any political subdivision thereof is obligated in any manner for repayment of the bonds. Accordingly, the bonds are not reported as liabilities in the accompanying financial statements. As of September 30, 2018, there were 7 series of multi-family revenue bonds outstanding with an aggregate principal amount payable of $42,846,807.

16. Related party transactions The Authority is a component unit of the County. Payments to the County also included repayment of loans from the County to the Authority for contributions to single family

1% DecreaseCurrent

Discount Rate 1% IncreaseAuthority's proportionate share of 2.87% 3.87% 4.87%the net pension liability $123,828 $108,722 $96,130



39

programs. Total payments to the County for fiscal year ended September 30, 2018 were $488,456. On April 8, 2009, the Authority entered into a specific performance agreement with the County for the utilization of NSPI. According to this agreement, the Authority provides certain NSPI services such as purchases and rehabilitation of foreclosed and abandoned properties for resale to qualified buyers. Pursuant to the agreement, the County pays the Authority for eligible cost and services. Total expenditures by the Authority for NSPI for the fiscal year ended September 30, 2018 were $1,657. As of September 30, 2018, the County owed the Authority $71 for NSPI eligible costs and reimbursable charges. This specific performance agreement was terminated on June 6, 2018. In July, 2009, the Authority entered into a Consortium Agreement with Neighborhood Lending Partners of West Florida, Inc. (Lead Applicant), Pasco County and Pinellas County (Consortium) to undertake neighborhood stabilization activities permitted under the American Recovery and Reinvestment Act of 2009 (Recovery Act) NSPII. The Lead Applicant assumes all responsibility for ensuring that the Consortium’s Neighborhood Stabilization Program is carried out in compliance with the requirements of the Recovery Act and other requirements, including HUD regulations. Each member of the Consortium was entitled to a portion of NSPII funding received by the Consortium for eligible uses under the Recovery Act based on their respective foreclosure related needs scores. Total expenditures by the Authority for NSPII for the fiscal year ended September 30, 2018 were $32,247. As of September 30, 2018, the Consortium owed the authority $10,598 for NSP II eligible costs and reimbursable charges. On April 13, 2011, the Authority entered into a specific performance agreement with the County for the utilization of NSPIII. According to this agreement, the principal objective of the Authority is the acquisition of foreclosed and abandoned properties for rehabilitation, demolition and/or construction and resale to qualified buyers at affordable prices. Total expenditures by the Authority for NSPIII for the fiscal year ended September 30, 2018 were $1,430. This specific performance agreement was terminated on June 6, 2018.

17. Hillsborough TBA Program Participation

The Hillsborough County Housing Finance Authority (Hillsborough Authority) is party to a Master Securities Forward Transaction Agreement, dated February 1, 2012 with RBC Capital Markets, LLC (MSFTA), pursuant to which RBC Capital Markets, LLC (RBC) purchases from time to time mortgage-backed securities (MBS) from the Hillsborough Authority backed by single family mortgage loans, originated by the Hillsborough Authority and other participating local housing finance authorities (Hillsborough TBA Program).

In October 2016, the Authority entered an interlocal agreement with the Hillsborough Authority to participate in the Hillsborough TBA program and the pooling of single family mortgage loans originated under the Pinellas HFA Single Family Program (Pinellas SF Program) with those originated by the Hillsborough Authority and other participating local housing finance authorities. As a participant of the Hillsborough TBA Program, the Authority anticipates shared allocation of expenses, expedited pooling of mortgage loans, and certain other economies of scale that will have the effect of reducing the interest rate risk on mortgage loans originated under the Pinellas HFA Single Family Program that otherwise would have been passed on to the borrower in the form of a higher interest rate.

The Hillsborough Authority has full authority and responsibility to negotiate, validate, market, sell, issue and deliver each MBS in such amounts and at such times as the Hillsborough Authority shall in its sole judgment determine.



40

The Pinellas HFA operates its Pinellas HFA SF Program in accordance with Part IV Chapter 159, Florida Statutes, and shall continue to exclusively operate and manage its Pinellas HFA SF Program in accordance therewith, including adding or removing lenders, and establishing the maximum housing prices and maximum adjusted family income for eligible borrowers in Pinellas, Polk and Pasco Counties.

During 2018, the number of mortgage loans originated in Pinellas, Polk and Pasco Counties, scrutinized as TBA Program mortgage backed securities (MBS) and sold by the Hillsborough HFA totaled 171. For the year ended September 30, 2018, the income (i.e., MBS sales profits, net of any losses) recognized by the Authority relating to the TBA Program was 565,524.

The interlocal agreement expired September 30, 2018.

18. Reclassifications

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported fund balance or net position.

19. Subsequent Events During the period October 1, 2018 through February 1, 2019, pursuant to various trust indentures, bonds in the aggregate amount of $1,828,536 were called for partial redemptions. The bonds were called at a redemption price equal to par value plus accrued interest. Bonds were called as follows:

Management has evaluated subsequent events through February 1, 2019, the date on which the financial statements were available to be issued.

Date Called Redemption

Redemption

Amount Program Series

10/01/18 Partial 138,221$ Florida Single Family Housing Revenue Bonds Series 2015 A-110/01/18 Partial 8,692 Florida Single Family Housing Revenue Bonds Series Taxable 2015 A-210/01/18 Partial 146,630 Single Family Housing Revenue Bond (Multi-County Program) Series 2015 B (NON-AMT)11/01/18 Partial 161,199 Florida Single Family Housing Revenue Bonds Series 2015 A-111/01/18 Partial 9,511 Florida Single Family Housing Revenue Bonds Series Taxable 2015 A-211/01/18 Partial 88,248 Single Family Housing Revenue Bond (Multi-County Program) Series 2015 B (NON-AMT)12/01/18 Partial 20,906 Florida Single Family Housing Revenue Bonds Series 2015 A-112/01/18 Partial 8,967 Florida Single Family Housing Revenue Bonds Series Taxable 2015 A-212/01/18 Partial 416,494 Single Family Housing Revenue Bond (Multi-County Program) Series 2015 B (NON-AMT)01/01/19 Partial 160,619 Florida Single Family Housing Revenue Bonds Series 2015 A-101/01/19 Partial 9,499 Florida Single Family Housing Revenue Bonds Series Taxable 2015 A-201/01/19 Partial 252,681 Single Family Housing Revenue Bond (Multi-County Program) Series 2015 B (NON-AMT)02/01/19 Partial 153,352 Florida Single Family Housing Revenue Bonds Series 2015 A-102/01/19 Partial 108,469 Florida Single Family Housing Revenue Bonds Series Taxable 2015 A-202/01/19 Partial 145,048 Single Family Housing Revenue Bond (Multi-County Program) Series 2015 B (NON-AMT)

1,828,536$

COMBINING SINGLE FAMILY BOND PROGRAMS FUND STATEMENTS

41


Combining Statement of Net Position Single Family Bond Programs Fund

September 30, 2018


1998

Master

Indenture

Single Family

Bond Program

Fund

2009

Master

Indenture

Single Family

Bond

Program Fund

Single Family

Bond

Programs

Fund

Total

ASSETS

Current assets:Restricted cash and cash equivalents -$ 3,214,065$ $ 3,214,065 Investments interest receivable 1,908 231,781 233,689

Total current assets 1,908 3,445,846 3,447,754

Noncurrent assets:Restricted cash and cash equivalents 33,277 2,742,305 2,775,582 Mortgage backed securities 362,099 73,874,294 74,236,393

Total noncurrent assets 395,376 76,616,599 77,011,975

Total assets 397,284 80,062,445 80,459,729

LIABILITIES

Current liabilities:Accrued interest payable - 205,081 205,081 Bonds payable - current - 730,000 730,000

Total current liabilities - 935,081 935,081

Noncurrent liabilities:Due to other funds - 1,229,160 1,229,160 Bonds payable - net:

Other bonds payable - 78,091,768 78,091,768 Total noncurrent liabilities - 79,320,928 79,320,928

Total liabilities - 80,256,009 80,256,009

NET ASSETS

Restricted for:Bond programs 397,284 (193,564) 203,720

Total net assets 397,284$ (193,564)$ 203,720$

42


Combining Statement of Revenues, Expenses and Changes in Net Position Single Family Bond Programs Fund



1998

Master Indenture

Single Family

Bond Program

Fund

2009

Master

Indenture

Single Family

Bond Program

Fund

Single Family

Bond

Programs

Fund

Total

Operating revenues:27,927$ 3,046,760$ 3,074,687$

Total operating revenues 27,927 3,046,760 3,074,687

Operating expenses:Interest 1,585 2,523,877 2,525,462 Realized and unrealized losses on investments 9,003 3,759,440 3,768,443 General and administrative - 333,665 333,665

Total operating expenses 10,588 6,616,982 6,627,570 Net operating income (loss) 17,339 (3,570,222) (3,552,883)

Transfers in 263,840 1,050,174 1,314,014 Transfers out (109,116) (995,174) (1,104,290)

Total transfers 154,724 55,000 209,724 Changes in net assets 172,063 (3,515,222) (3,343,159)

Total net assets - beginning 1,136,253 3,321,658 4,457,911 Prior Period Adjustments (911,032) - (911,032) Beginning net assets, restated 225,221 3,321,658 3,546,879

Total net assets - ending 397,284$ (193,564)$ 203,720$

Investment income

43


Combining Statement of Cash Flows Single Family Bond Programs Fund



1998

Master Indenture

Single Family

Bond Program

Fund

2009

Master Indenture

Single Family

Bond Program

Fund

Single Family

Bond

Programs

Fund

Total

CASH FLOWS FROM OPERATING ACTIVITIES

Cash paid to other funds (263,840)$ -$ (263,840)$ Cash payments for general and administrative expenses - (333,665) (333,665)

Net cash used in operating activities (263,840) (333,665) (597,505)

CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES

Principal repayments on bonds payable - (13,106,393) (13,106,393) Interest paid on bonds payable (1,585) (2,732,343) (2,733,928) Transfers from other funds 154,724 55,000 209,724

Net cash provided by (used in) noncapital financing activities 153,139 (15,783,736) (15,630,597)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from principal paydowns on MBS 115,251 13,506,374 13,621,625 Net Procceds from investment activities - 388,273 388,273 Interest on investments 28,577 3,090,639 3,119,216

Net cash provided by investing activities 143,828 16,985,286 17,129,114 Net increase in cash and cash equivalents 33,127 867,885 901,012 Cash and cash equivalents, beginning of year 150 5,088,485 5,088,635 Cash and cash equivalents, end of year 33,277$ 5,956,370$ 5,989,647$

RECONCILIATION OF OPERATING INCOME TO NET CASH

PROVIDED BY (USED IN) OPERATING ACTIVITIES

Operating income (loss) 17,339$ (3,570,222)$ (3,552,883)$ Adjustments to reconcile change in net position to

net cash provided by (used in) operating activities:Amortization of bond premium - (174,691) (174,691) Realized and unrealized loss on investments 9,003 3,759,440 3,768,443 Interest received on investments (28,577) (3,090,639) (3,119,216) Interest paid on bonds payable 1,585 2,732,343 2,733,928 Changes in operating assets and liabilities:

Accrued interest receivable 650 43,879 44,529 Internal balances (263,840) - (263,840) Accrued interest payable - (33,775) (33,775)

Total adjustments (281,179) 3,236,557 2,955,378 Net cash used in operating activities (263,840)$ (333,665)$ (597,505)$

REQUIRED SUPPLEMENTARY INFORMATION

44


Schedule of Proportionate Share of the Net Pension Liability Florida Retirement System Pension Plan

Last ten Fiscal Years*

*The amounts presented for each fiscal year were determined as of June 30. **NPL has been increased by $68 due to implementation of GASB 75.


2018 2017** 2016 2015 2014 2013 2012 2011 2010 2009

Authority's proportion of the net pension liability (asset) 0.000730014% 0.000673055% 0.000621147% 0.000523179% 0.000143982%Authority's proportionate share of the net pension liability (asset) 219,884$ 199,153$ 156,840$ 67,576$ 8,785$ Authority's covered payroll 336,972$ 383,785$ 272,398$ 216,648$ 66,247$ Authority's proportionate share of the net pension liability (asset) as a percentage of its covered payroll 65.25% 51.89% 57.58% 31.19% 13.26%Plan fiduciary net position as a percentage of the total pension liability 84.26% 83.89% 84.88% 92.00% 96.09%

PRIOR INFORMATION NOT AVAILABLE

45


Schedule of Contributions Florida Retirement System Pension Plan


*The amounts presented for each fiscal year were determined as of June 30.


2018 2017 2016 2015 2014 2013 2012 2011 2010 2009

Contractually required contribution 20,805$ 17,521$ 15,254$ 13,237$ 3,809$ Contributions in relation to the contractually required contribution (20,805) (17,521) (15,254) (13,237) (3,809) Contribution deficiency (excess) -$ -$ -$ -$ -$ Authority's covered payroll 336,972$ 383,785$ 272,398$ 216,648$ 66,247$ Contributions as a percentage of covered payroll 6.17% 4.57% 5.60% 6.11% 5.75%


46


Schedule of Proportionate Share of the Net Pension Liability Florida Retirement System Health Insurance Subsidy




2018 2017 2016 2015 2014 2013 2012 2011 2010 2009

Authority's proportion of the net pension liability (asset) 0.001027221% 0.000947701% 0.000882380% 0.000714107% 0.000222966%

Authority's proportionate share of the net pension liability (asset) 108,722$ 101,333$ 102,838$ 72,828$ 20,848$ Authority's covered payroll 336,972$ 383,785$ 272,398$ 216,648$ 66,247$

Authority's proportionate share of the net pension liability (asset) as a percentage of its covered payroll 32.26% 26.40% 37.75% 33.62% 31.47%

Plan fiduciary net position as a percentage of the total pension liability 2.15% 1.64% 0.97% 0.50% 0.99%


47


Schedule of Contributions Florida Retirement System Health Insurance Subsidy




2018 2017 2016 2015 2014 2013 2012 2011 2010 2009

Contractually required contribution 5,571$ 5,016$ 4,522$ 2,730$ 795$ Contributions in relation to the contractually required contribution (5,571) (5,016) (4,522) (2,730) (795) Contribution deficiency (excess) -$ -$ -$ -$ -$ Authority's covered payroll 336,972$ 383,785$ 272,398$ 216,648$ 66,247$ Contributions as a percentage of covered payroll 1.65% 1.31% 1.66% 1.26% 1.20%


ADDITIONAL SUPPLEMENTARY INFORMATION


Summary of Bond Programs Fund Investment Income September 30, 2018

48

9/30/2018 9/30/2017

Interest income 3,143,715$ 3,517,591$ Realized and unrealized losses (3,768,443) (3,533,033)

Total Investment Income (loss) (624,728)$ (15,442)$

Year Ended


Schedule of Bonded Indebtedness September 30, 2018

49

Principal Amount Issued Principal

Balance on (Matured or Retired) Balance on

October 1, 2017 Fiscal Year 2018 September 30, 2018

2009 Master Indenture Bonds:Series 2009A-1 & 2010A 5,885,000$ (940,000)$ 4,945,000$ Series 2009A-2 & 2011A 8,300,000 (1,345,000) 6,955,000 Series 2009A-3 & 2011B 8,680,000 (1,945,000) 6,735,000 Series 2009A-4 & 2012A 9,585,000 (1,420,000) 8,165,000 Series 2014A 14,010,604 (1,982,366) 12,028,238 Series 2015A 16,105,105 (2,627,315) 13,477,790 Series 2015B 13,480,438 (1,546,712) 11,933,726 Series 2016A 14,710,000 (1,300,000) 13,410,000

TOTAL SINGLE FAMILY 90,756,147 (13,106,393) 77,649,754

Bayside Court 8,545,000 (300,000) 8,245,000 Boca Ciega Townhomes 9,900,000 (9,900,000) - Booker Creek Apartments 9,650,000 (105,000) 9,545,000 Columbian Apartments 4,618,000 (84,000) 4,534,000 James Park Apartments 3,060,000 (100,000) 2,960,000 Oceanside Estates - 11,000,000 11,000,000 Pinellas Heights 5,525,342 (97,247) 5,428,095 Woodlawn Trail - 1,134,712 1,134,712

TOTAL MULTI-FAMILY 41,298,342 1,548,465 42,846,807

TOTAL 132,054,489$ (11,557,928)$ 120,496,561$

ADDITIONAL ELEMENTS REQUIRED BY THE RULES OF THE AUDITOR GENERAL

50


t; 904-264-1665 f: 904-269-9683

www.tng.cc

INDEPENDENT ACCOUNTANT’S REPORT ON COMPLIANCE WITH SECTION 218.415, FLORIDA STATUTES

To the Board Members of the Housing Finance Authority of Pinellas County, Florida Clearwater, Florida

We have examined the Housing Finance Authority of Pinellas County, Florida (Authority), a component unit of Pinellas County, Florida’s compliance with Section 218.415, Florida Statutes, as of and for the year ended September 30, 2018, as required by Section 10.556(10)(a), Rules of the Auditor General. Management is responsible for the Authority's compliance with those requirements. Our responsibility is to express an opinion on the Authority's compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Authority's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide legal determination of the Authority's compliance with specified requirements.

In our opinion, the Authority complied, in all material respects, with the aforementioned requirements for the year ended September 30,2018.

This report is intended solely for the information and use of the Florida Auditor General, Pinellas County, Board Members and applicable management, and is not intended to be and should not be used by anyone other than these specified parties.

THE NICHOLS GROUP, P.A. Certified Public Accountants Fleming Island, FL February 1, 2019

51


t; 904-264-1665 f: 904-269-9683

www.tng.cc Independent Auditor’s Management Letter

To the Board Members of the Housing Finance Authority of Pinellas County, Florida Report on the Financial Statements

We have audited the financial statements of the Housing Finance Authority of Pinellas County (Authority), a component unit of Pinellas County, Florida (County), as of and for the fiscal year ended September 30, 2018, and have issued our report thereon dated February 1, 2019.

Auditor’s Responsibility

We conducted our audit in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing

Standards, issued by the Comptroller General of the United States and Chapter 10.550, Rules of the Auditor General. Other Reporting Requirements

We have issued our Independent Auditor’s Report on Internal Control over Financial Reporting and Compliance and Other Matters Based on an Audit of the Financial Statements Performed in Accordance with Government Auditing Standards; and Independent Accountant’s Report on an

examination conducted in accordance with AICPA Professional Standards, AT-C Section 315, regarding compliance requirements in accordance with Chapter 10.550, Rules of the Auditor General. Disclosures in those reports, which are dated February 1, 2019, should be considered in conjunction with this management letter. Prior Audit Findings

Section 10.554(1)(i)1., Rules of the Auditor General, requires that we determine whether or not corrective actions have been taken to address findings and recommendations made in the preceding financial audit report. Corrective actions have been taken to address findings and recommendations made in the preceding financial audit report.

Official Title and Legal Authority Section 10.554(1)(i)4., Rules of the Auditor General, requires that the name or official title and legal authority for the primary government and each component unit of the reporting entity be disclosed in this management letter, unless disclosed in the notes to the financial statements. The Authority has no component units. This information is disclosed in Note 1 of the basic financial statements. Financial Condition and Management Sections 10.554(1)(i)5.a. and 10.556(7), Rules of the Auditor General, require us to apply appropriate procedures and communicate the results of our determination as to whether or not

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the Authority has met one or more of the conditions described in Section 218.503(1), Florida Statutes, and to identify the specific condition(s) met. In connection with our audit, we determined that the Authority did not meet any of the conditions described in Section 218.503(1), Florida Statutes. Pursuant to Sections 10.554(1)(i)5.c. and 10.556(8), Rules of the Auditor General, we applied financial condition assessment procedures for the Authority. It is management’s responsibility to

monitor the Authority’s financial condition, and our financial condition assessment was based in

part on representations made by management and review of financial information provided by same.

Section 10.554(1)(i)2., Rules of the Auditor General, requires that we communicate any recommendations to improve financial management. In connection with our audit, we did not have any such recommendations Annual Financial Report

Sections 10.554(1)(i)5.b. and 10.556(7), Rules of the Auditor General, require us to apply appropriate procedures and communicate the results of our determination as to whether the annual financial report for the Authority for the fiscal year ended September 30, 2018, filed with the Florida Department of Financial Services pursuant to Section 218.32(1)(a), Florida Statutes, is in agreement with the annual financial audit report for the fiscal year ended September 30, 2018. As a component unit, the Authority files its annual fiscal report on a consolidated basis with Pinellas County, Florida. The Authority is not required to file a separate annual financial report with the Florida Department of Financial Services.

Additional Matters

Section 10.554(1)(i)3., Rules of the Auditor General, requires us to communicate noncompliance with provisions of contracts or grant agreements, or abuse, that have occurred, or are likely to have occurred, that have an effect on the financial statements that is less than material but warrants the attention of those charged with governance. In connection with our audit, we did not note any such findings Purpose of this Letter

Our management letter is intended solely for the information and use of the Legislative Auditing Committee, members of the Florida Senate and the Florida House of Representatives, the Florida Auditor General, Federal and other granting agencies, Board Members of the Authority, and applicable management, and is not intended to be and should not be used by anyone other than these specified parties.

The Nichols Group, PA Certified Public Accountants Fleming Island, FL February 1, 2019

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SCHEDULE OF FINDINGS AND RESPONSES

Finding 2018-001: During the course of the audit, the Authority determined that there were several whole loan mortgages that were included under both the General Fund and Single Family Bond Funds. The misstatement was attributable to the Single Family Bond Fund Program not being properly reconciled. After the mortgages were transferred from the Single Family Bond Funds to the General Fund, they were not properly deleted from the Single Family Bonds Funds, resulting in an overstatement of the Proprietary Funds net assets.

Recommendation: Continuous review and reconciliation of mortgage loans to provide greater control over mortgage loans receivable.

Management Response: The Single Family Bonds Fund Program accounting has been transferred to the same firm that performs the accounting for all the HFA’s other funds to ensure more accurate bookkeeping. Efforts are being made to continuously improve the monitoring and reconciliation processes, including a database project in progress which will be used to account for the whole loan mortgage activities and identify potential discrepancies on a timely basis.

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) effective as of March 1, 2019 by and

between Housing Finance Authority of Pinellas County (“HFA”) and Kathryn Driver (“Employee”)

(collectively the “Parties”), both of whom agree as follows:

1. The Parties agree that this Amendment becomes effective March 1, 2019.

2. The Parties agree that this Amendment modifies the Employment Agreement dated

February 5, 2014, and previous amendments thereto, between the Parties (the “2014

Agreement”).

3, Other than Section 2 that will be modified as set forth below, the Parties agree that all

provisions of the 2014 Agreement remain in full force and effect.

4. The Parties agree that certain paragraphs of Section 2 of the 2014 Agreement will be

modified only as set forth below (all other sections of Section 2 remain in full force and

effect):

2(A) Base Salary is replaced in its entirety with the following:

“2(A) Base Salary. You will be paid a base salary at the rate of $165,000 per year, payable

in bi-monthly installments of $6,875 (i.e. twice a month). All payments made to you under

this Agreement will be reduced by any tax or other amounts required to be withheld under

applicable law. In addition, the Board may agree to increase said base salary and/or other

benefits of Employee in such amounts and to such an extent that the Board may determine

that it is desirable to do so on the basis of an annual salary review, which will be part of

the annual performance evaluation. The Board will evaluate the performance of Employee

by April 1st of each year. This review and evaluation shall follow criteria and procedures

determined by the Board. The Parties agree that the primary purpose of such evaluation is

to facilitate open and frank discussion, define roles and expectations, identify performance,

strengths, and weaknesses, assess any salary increases and provide an opportunity for

employee to take affirmative action to address weaknesses and areas needing

improvement”.

2(B) Vacations is replaced in its entirety with the following:

“2(B) Paid Leave. You will be entitled to all paid leave as set forth in the employee

handbook and administered in accordance with the policies set forth in the handbook.”

2(E) Participation in Employee Benefit Plans/Health Insurance is replaced in its entirety

with the following:

“2(E) Participation in Employee Benefit Plans/Health Insurance. You will be entitled to a

monthly stipend of $4,944.56 for your health insurance benefits. Such amounts will be

considered compensation to Employee and shall be included as W-2 wages. This amount

is based upon the monthly premium under the Employee’s Florida Blue 2019 Health Plan.

If premiums under the Health Plan change during the year, this monthly stipend shall be

adjusted to reflect such premium changes. However, should we establish an employee

benefit or health insurance plan and you are eligible for benefits under that plan, then you

will no longer be entitled to the monthly stipend.”

2(F) Retirement Plan is replaced in its entirety with the following:

“2(F) Retirement Plan. You are currently enrolled as a participant in the Florida Retirement

System. Provided that you remain eligible by law and the rules of the Florida Retirement

System, your participation will continue while you are an employee. If by law your

participation ends or you are no longer eligible to participate in the Florida Retirement

System for any reason whatsoever, then you will not be entitled to any further retirement

benefits hereunder.

IN WITNESS WHEREOF, the Housing Finance authority of Pinellas County has caused this Amendment

to be signed and executed on its behalf by its Board Chair, and the Employee has signed and executed this

Amendment, both in duplicate, this date.

Kathryn Driver Date

Board Chair Date

Witness Date

MTC/ej/5366983v1

HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY AGENDA … · B. USF Commercial Real Estate...

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