Resolution 2019-30858 RESOLUTION 2019-30858
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, SOLELY FOR THE LIMITED
PURPOSES OF SECTION 147(F) OF THE INTERNAL REVENUE CODE AND
SECTION 163.01, FLORIDA STATUTES, THE ISSUANCE BY THE CAPITAL
TRUST AGENCY OF ITS MORTGAGE FACILITIES REVENUE BONDS, IN
ONE OR MORE SERIES PURSUANT TO A PLAN OF FINANCE, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000, FOR
THE PURPOSE OF FINANCING THE FACILITIES HEREIN DESCRIBED,
LOCATED AT 1040 COLLINS AVENUE ("COUNCIL TOWERS NORTH") AND
533 COLLINS AVENUE ("COUNCIL TOWERS SOUTH"), WHICH FINANCING
FOR THE FOREGOING AFFORDABLE SENIOR HOUSING FACILITIES IS
CONTEMPLATED PURSUANT TO THE TERMS OF CITY'S LONG-TERM
LEASE AGREEMENTS WITH THE MIAMI BEACH SENIOR CITIZENS
HOUSING DEVELOPMENT CORPORATION, INC.; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Commission (the "City Commission") of the City of Miami Beach,
Florida (the "City"), has been informed that the Capital Trust Agency (the "Agency") proposes to
issue a principal amount of not exceeding $35,000,000 of its Mortgage Facilities Revenue
Bonds, in one or more series (the "Bonds"), the proceeds of which will be loaned to Elderly
Housing Development and Operations Corporation, a not for profit corporation of the District of
Columbia, authorized to do business in the State of Florida (the "State") and/or one or more
related and/or affiliated entities (collectively, the "Borrower"), for the purpose of financing or
refinancing, including through reimbursement, (i) the acquisition, renovation, installation and
equipping, together with the acquisition and installation of related facilities, fixtures, furnishings and
equipment, of a 252-unit multi-family rental housing facility (consisting of 250 one-bedroom units
and two office units) for persons of low income known as Council Towers Apartments, located on
approximately 1.05 acres of land at 533 & 1040 Collins Avenue, Miami Beach, Florida (the
"Facility"), (ii) the funding of any necessary capitalized interest, (iii) the funding of any necessary
reserves, (iv)the payment of certain costs of issuing the Bonds (collectively, the "Project"); and
WHEREAS, in order to finance the costs of the Project from the proceeds of the Bonds
on a tax-exempt basis, it is necessary that a public hearing be held and the issuance of the
Bonds be approved for the purposes of Section 147(f) of the Internal Revenue Code of 1986, as
amended (the "Code"), and Section 163.01, Florida Statutes, as amended (the "Interlocal Act");
and
WHEREAS, following notice by publication in the Miami Herald on May 19, 2019, at
least seven (7) days prior to June 5, 2019, proof of which is attached hereto as Exhibit A (the
"Affidavit of Publication") a public hearing was held before the City Commission on June 5,
2019, during which comments and discussions concerning the plan of finance concerning the
issuance of the Bonds by the Agency to finance the Project were requested and, if there were
any such comments or discussions, heard, as required by Section 147(f) of the Code; and
WHEREAS, said public hearing disclosed no compelling reason why the Bonds should
not be issued; and
WHEREAS, the Borrower and the Agency have requested the City Commission provide
limited approval of the issuance of the Bonds by the Agency for purposes of Section 147(f) of the
Code and the Interlocal Act; and
WHEREAS, the Bonds, when issued by the Agency, will be special, limited obligations of
the Agency payable solely from the proceeds to be derived from the repayment of the related loan
to the Borrower or from the security pledged therefor by the Borrower, and the City will not be the
issuer of the Bonds nor will the City be obligated to pay the Bonds or have any obligation or liability
pecuniary or otherwise in any respect whatsoever with respect to the Bonds or the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AS FOLLOWS:
SECTION 1. Findings. The City Commission hereby finds, determines and declares as
follows:
A. The matters set forth in the "WHEREAS" clauses above are hereby ratified and
affirmed.
B. The City Commission is the elected legislative body of the City, and the City has
jurisdiction over the entire area in which the Facility is located.
C. The City Commission has determined, based solely upon representations and
information provided by the Borrower and without any independent investigation or research by
the City, that the issuance of the Bonds by the Agency to finance the Project: (i) is appropriate to
the needs and circumstances of, and will make contributions to the economic growth of the City, (ii)
will provide or preserve gainful employment, (iii)will provide education and promote commerce within
the State, and(iv)will serve a public purpose by advancing the economic prosperity, and the general
welfare of the State and its people by providing for affordable housing facilities for low income
persons.
D. Based solely upon representations and information provided by the Borrower, the
City will be able to cope satisfactorily with the impact of the acquisition of the Facility by the
Borrower and will be able to provide, or cause to be provided when needed, the public facilities,
including utilities and public services, that will be necessary for the operation, repair, and
maintenance of the Facility and on account of any increases in population or other circumstances
resulting therefrom.
SECTION 2. Approval for Purposes of Section 147(f) of the Code. For the purposes of
Section 147(f) of the Code, the City Commission hereby approves the issuance of the Bonds by
the Agency in one or more series, in an aggregate principal amount not exceeding $35,000,000.
SECTION 3. Approval for Purposes of the Interlocal Act.
A. For the purposes of the Interlocal Act, the City authorizes the Agency to issue the
Bonds in a principal amount not exceeding $35,000,000 and to loan the proceeds thereof to the
Borrower to finance or refinance the Project. The Agency is hereby authorized to exercise all
powers relating to the issuance of the Bonds vested in the City Commission pursuant to the
Constitution and the laws of the State and to do all things within the jurisdiction of the City which
are necessary or convenient for the issuance of the Bonds and the financing or refinancing of the
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Project to the same extent as if the City were issuing its own obligations for such purposes without
any further authorization from the City to exercise such powers or to take such actions.
B. The City shall not be liable for any costs of issuing the Bonds or the costs incurred
— by it in connection with the preparation, review, execution or approval of any documentation or
opinions required to be delivered in connection therewith by the City or counsel to any of them.
All of such costs shall be paid from the proceeds of the Bonds or from other moneys of the
Borrower.
C. The Bonds shall not constitute an indebtedness or liability of the City.
SECTION 4. Payment of Fees and Costs by Borrower. The fees and expenses of the
City shall be paid by the Borrower in the manner and to the extent mutually agreed upon by the
officials of the City and the Borrower at or prior to issuance of the Bonds.
SECTION 5. No Liability or Endorsement. The City shall have no obligation, financial or
otherwise, with respect to the Bonds, and the approval given herein by the City Commission shall
not be deemed or construed to create any obligation or liability, pecuniary or otherwise, of the
City, in connection with either the Bonds or the Project in any respect whatsoever, and the Agency
shall so provide in the documents related to the issuance of the Bonds. The general credit or
taxing power of the City or the State or any political subdivision or public agency thereof shall not
be pledged to the payment of the Bonds. No statement, representation or recital made herein
shall be deemed to constitute a legal conclusion or a determination by the City that any particular
action or proposed action is required, authorized or permitted under the laws of the State or the
United States.
No recourse under or upon any obligation, covenant or agreement of this Resolution or
the Bonds or any agreement executed in connection with the Bonds, or for any claim based
thereon or otherwise in respect thereof, shall be had against any City Commission member, the
City Manager, the City Clerk or the City Attorney or any other City staff or professionals retained
by the City in connection with the issuance of the Bonds, as such, past, present or future, either
directly or through the City, it being expressly understood (a)that no personal liability whatsoever
shall attach to, or is or shall be incurred by, the City Commission members, the City Manager, the
City Clerk or the City Attorney or any other staff of the City or professionals retained by the City
in connection with the issuance of the Bonds, as such, under or by reason of the obligations,
covenants or agreements contained in this Resolution or implied therefrom, and (b)that any and
all such personal liability, either at common law or in equity or by constitution or statute, of, and
any and all such rights and claims against, every such Commission member, the City Manager,
the City Clerk or the City Attorney or any other staff of the City or professionals retained by the
City in connection with the issuance of the Bonds, as such, are waived and released as a condition
of, and as a consideration for, the execution of this Resolution on the part of the City.
The approval given herein shall not be construed as: (i) an endorsement of the
creditworthiness of the Borrower or the financial viability of the Project, (ii) a recommendation to
any prospective purchaser to purchase the Bonds, (iii) an evaluation of the likelihood of the
repayment of the debt service on the Bonds, or (iv) approval of any necessary rezoning
applications or approval or acquiescence to the alteration of existing zoning or land use nor
approval for any other regulatory permits relating to the Facility, and the City Commission shall
not be construed by reason of its adoption of this Resolution to make any endorsement, finding
or recommendation or to have waived any right of the City Commission or to have estopped the
City Commission from asserting any rights or responsibilities it may have in such regard.
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SECTION 6. Indemnification. The receipt of the Indemnification Certificate of the
Borrower attached hereto as Exhibit B and incorporated hereby by reference is a material
inducement to the City in granting the approvals set forth herein.
SECTION 7. Effective Date. This Resolution shall take effect immediately upon its
adoption.
DULY PASSED AND ADOPTED this 5th day of June, 2019.
CITY OF MIAMI B_ FLORIDA
By:
Dan Gelber, Mayor
ATTEST: _
Aff
By: 4 0417 1 c I wt‘ •
Rafae "n-do, City Clerk ?INCORP ORATED•'
ZFi 26
Exhibit A: Publisher's Affidavit Regarding Notice of Public Hearing
Exhibit B: Indemnification Certificate of the Borrower
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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4
EXHIBIT A
PROOF OF PUBLICATION
[Follows.]
A-1
EXHIBIT B
INDEMNIFICATION CERTIFICATE OF THE BORROWER
The undersigned hereby certifies that he or she is authorized to execute and deliver this
Indemnification Certificate of the Borrower and further represents, on behalf of Elderly Housing
Development and Operations Corporation, a not-for-profit corporation of the District of Columbia,
authorized to do business in the State of Florida, and/or one or more related and/or affiliated
entities (the "Borrower"), the following (capitalized terms not otherwise defined herein shall have
the meaning ascribed thereto in the resolution adopted by the City Commission (the "City
Commission") of the City of Miami Beach, Florida (the "City") on June 5, 2019 regarding the
hereinafter defined Bonds(the "City Resolution")):
(1) At the request of the Borrower, the Capital Trust Agency (the "Agency")
proposes to issue a principal amount of not exceeding $35,000,000 of its Mortgage
Facilities Revenue Bonds (Council Towers Apartments Project) (the "Bonds"), the
proceeds of which will be loaned to the Borrower for the purpose of financing or
refinancing, including through reimbursement, (i) the acquisition, renovation,
installation and equipping, together with the acquisition and installation of related
facilities,fixtures,furnishings and equipment, of a 252-unit multi-family rental housing
facility(consisting of 250 one-bedroom units and two office units)for persons of low
income known as Council Tower Apartments, located on approximately 1.05 acres
of land at 533 & 1040 Collins Avenue, Miami Beach, Florida (the "Facility"), (ii) the
funding of any necessary capitalized interest, (iii) the funding of any necessary
reserves, and (iv)the payment of certain costs of issuing the Bonds(collectively, the
"Project");
(2) The issuance of the Bonds to finance the Project: (i) is appropriate to the
needs and circumstances of, and will make contributions to, the economic growth of,
the City, (ii) will provide or preserve gainful employment, (iii) will provide education
and promote commerce within the State, and (iv) will serve a public purpose by
advancing the economic prosperity and the general welfare of the State and its
people by providing for affordable housing facilities for low income persons;
(3) The City will be able to cope satisfactorily with the impact of the acquisition
and renovation of the Facility by the Borrower and will be able to provide, or cause
to be provided when needed, the public facilities, including utilities and public
services, that will be necessary for the operation, repair, and maintenance of the
Facility and on account of any increases in population or other circumstances
resulting therefrom;
(4) In order to finance the costs of the Project from the proceeds of the Bonds
on a tax-exempt basis, it is necessary to hold a public hearing and approve the
issuance of the Bonds for the purposes of Section 147(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), and Section 163.01, Florida Statutes, as
amended (the "Interlocal Act");
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(5) The Borrower hasrequested a public hearing be held by the City, and that
the City approve the issuance of the Bonds for purposes of Section 147(f) of the
Code; and
(6) The City desires indemnification from the Borrower as a material
inducement to the City Commission granting the foregoing approval.
NOW THEREFORE, THE UNDERSIGNED, ON BEHALF OF THE BORROWER, DOES
HEREBY: Agree to defend the City and its officials, employees, attorneys, professionals and
agents and the members of the City Commission, and hold the City and its officials, employees,
attorneys, professionals and agents and the members of the City Commission, harmless against
any and all claims, losses, liabilities or damages to property or any injury or death of any person
or persons occurring in connection with the issuance of the Bonds or the acquisition or operation
of the Project by or on behalf of the Borrower, including in the case of any and all negligence of
such indemnitee, or in any way growing out of or resulting from the Project or from the issuance,
sale or delivery of the Bonds, including, but not limited to, liabilities or costs arising under the
Code, the Securities Act of 1933, the Securities Exchange Act of 1934 or any applicable securities
law of the State, including, without limitation, all costs and expenses of the City, including
reasonable attorneys' fees, incurred in connection therewith.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Borrower has executed this Indemnification Certificate of
the Borrower this day of , 2019.
ELDERLY HOUSING DEVELOPMENT
OPERATIONS CORPORATION, a not for profit
corporation of the District of Columbia
By:
Name:
Its:
[Signature Page I Indemnification Certificate of the Borrower]
•
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Resolutions - R7 B
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Raul J.Aguila, City Attorney
DATE: June 5, 2019
2:10 p.m. Public Hearing
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING, SOLELY FOR THE LIMITED
PURPOSES OF SECTION 147(F) OF THE INTERNAL REVENUE CODE
AND SECTION 163.01, FLORIDA STATUTES, THE ISSUANCE BY THE
CAPITAL TRUST AGENCY OF ITS MORTGAGE FACILITIES REVENUE
BONDS, IN ONE OR MORE SERIES PURSUANT TO A PLAN OF FINANCE,
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000,
FOR THE PURPOSE OF FINANCING THE FACILITIES HEREIN
DESCRIBED, LOCATED AT 1040 COLLINS AVENUE ("COUNCIL TOWERS
NORTH") AND 533 COLLINS AVENUE ("COUNCIL TOWERS SOUTH"),
WHICH FINANCING ' FOR THE FOREGOING AFFORDABLE SENIOR
HOUSING FACILITIES IS CONTEMPLATED PURSUANT TO THE TERMS
OF CITY'S LONG-TERM LEASE AGREEMENTS WITH THE MIAMI BEACH
SENIOR CITIZENS HOUSING DEVELOPMENT CORPORATION, INC.; AND
PROVIDING AN EFFECTIVE DATE.
RECOMMENDATION
The Administration recommends in favor of approving the issuance by Capital Trust Agency of
its Mortgage Facilities Revenue Bonds to Elderly Housing Development and Operations
Corporation for the purpose of financing the project described below.
BACKGROUND
The City of Miami Beach (Lessor) and Miami Beach Senior Citizens Housing Development
Corporation, Inc., as assignee of Senior Citizens Housing Development Corporation of Miami
Beach (Lessee), are parties to two separate, but similar, lease agreements, both dated July 9,
1976 (collectively Leases). The Leases are for the air rights located above the City-owned
properties located at 533 Collins Avenue (Council Towers South) and 1040 Collins Avenue
(Council Towers North). Council Towers South is a 12 story building consisting of 125 units and
approximately 115,231 square feet. Council Towers North is a 12 story building consisting of
125 units and approximately 115,036 square feet. Both buildings were completed in 1979 and
offer quality affordable housing for low-income senior citizens.
In August 2017, Lessee requested an extension of the Leases, for a period of 50 years, in
order to enable Lessee to obtain financing for capital renovations to both buildings. The
renovations would include, but not be limited to, site work, exterior façade work, new windows,
Page 701 of 868
interior common areas and office renovations, apartment renovations, and building systems
(e.g., elevators, roof, electric, plumbing, water pumps, generators, fire alarm systems, etc.). On
April 11, 2018, the Mayor and City Commission adopted Resolutions 2018-30280 and 2018-
30281 approving Amendments No.1 to the Leases extending the terms for a period of 50
years, commencing July 9, 2026 and ending July 8, 2076.
ANALYSIS
The Capital Trust Agency (CTA) submitted a letter to the City Manager dated May 22, 2019
(attached hereto as Exhibit "A"). The CTA was created in 1999 through enabling Florida
statutes that provide for governmental entities to sponsor and facilitate public purpose
financings that meet applicable state and federal laws. CTA has agreed to issue its revenue
bonds in an amount not to exceed $35,000,000 (Bonds) in one or more series, either taxable or
tax-exempt, or both, and loan the proceeds thereof to Elderly Housing Development and
Operations Corporation (EHDOC), a not for profit corporation of the District of Columbia,
authorized to do business in the State of Florida, and/or one or more related and/or affiliated
entities, and a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue
Service Code of 1986 (Code). EDHOC is an affiliate of the City's Lessee, the Miami Beach
Senior Citizens Housing Corporation, Inc. The Lease Amendment previously approved by the
City Commission contemplated a tax exempt financing through either the Lessee and/or related
entities.
The Bonds are being issued to finance or refinance, including through reimbursement, (i) the
acquisition, renovation, installation and equipping, together with the acquisition and installation of
related facilities, fixtures, furnishings and equipment, of both Council Towers buildings, (ii) the
funding of any necessary capitalized interest, (iii)the funding of any necessary reserves, (iv)the
payment of certain costs of issuing the Bonds (collectively, the Facilities or Project).
In order for the Bonds to be issued as tax-exempt bonds, certain requirements of the Code
relating to the issuance of the Bonds must be met. One such requirement is the approval by the
City of the use of the proceeds of the Bonds within the City in accordance with the Tax Equity
and Fiscal Responsibility Act, as required by Section 147(f) of the Code. Additionally, for
purposes of Section 163.01, Florida Statutes, as amended, CTA also requests the City's
permission to finance the Project within the City's corporate limits.
CONCLUSION
As referenced in the Resolution and the indemnity provided by the Borrower, the purpose of this
item is to hold a public hearing and facilitate the issuance of the financing for the improvements
of the Council Towers North and South buildings, both of which serve elderly residents in the
City. The City will have no liability or obligation to pay principal of or interest on the Bonds. The
Bonds will be limited obligations of CTA, payable solely from the revenue derived from EHDOC
and pledged to the payment of the Bonds. The City's approval of the issuance of the Bonds is
subject to any other approvals required under the Leases.
Additionally, the City, the City Commission and its employees and agents have been granted
appropriate indemnity by way of the Indemnification Certificate of the Borrower, attached to the
Resolution accompanying this memorandum.
Legislative Tracking
Office of the City Attorney
Page 702 of 868
Sponsor
Commissioner Ricky Arriola
ATTACHMENTS:
Description
❑ Exhibit A- CTA Letter to City Manager dated May 22, 2019
❑ Resolution
o Ad
Page 703 of 868
CAPITAL TRUST AGENCY
315 Facirpoint Drise o Gulf 13rcezc.Florida 346.1 O Office 850-934-4046 U fax 850-934-4048
• May 22, 2019
VIA EMAIL
Mr. Timmy L. Morales
City Manager
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach; Florida33139 .
7immyMorales a miamibeachfl.gov
Re: Action Requested: Adoption of a resolution by the City Commission of the City
of Miami Beach,; Florida, for the purposes of Section 147(f) of the Internal
Revenue Code and the Florida Interlocal Cooperation Act, approving the issuance
by the Capital Trust Agency of its Bonds (as hereinafter defined) for the purpose
of financing the acquisition and renovation of a multi-family rental housing.
facility
Dear Mr. Morales:
I am the Executive Director of the Capital Trust Agency("CTA"). .CTA was created in
1999 through enabling Florida Statutes that provide for governmental entities to sponsor and
facilitate public purpose financings that meet applicable state and federal laws: We have worked
with numerous counties and municipalities throughout Florida to issue tax-exempt and taxable-
debt to provide capital funding of projects beneficial to the citizens of Florida. CTA has been
asked to serve as issuer of bonds for a 252-unit multi-family rental housing facility, more fully
described below, located in the City of Miami Beach,Florida (the "City"). •
CTA has agreed to issue its revenue bonds in an amount not to exceed $35,000,000 (the
"Bonds") in one or more series, either taxable or tax-exempt,or both, and loan the proceeds thereof
to Elderly Housing Development and Operations Corporation, a not for profit corporation of the
District of Columbia, authorized to do business in the State of Florida, and/or one or more related
and/or- affiliated entities ("Elderly Housing Development and Operations Corporation"), and a tax-
exempt organization described in Section 501(c)(3) of the Internal Revenue Service. Code of
1986 (the "Code"). Elderly Housing Development and Operations Corporation, acting through
itself or through its affiliates, desires to finance the cost to acquire, renovate, install and equip a
252-unit multi-family rental housing facility (consisting of 250 one-bedroom units and'two office
units) for persons of low income located at 533 & 1040 Collins Avenue, Miami, Beach, Florida,
known as Council Towers Apartments (the"Facility").
Page 704 of 868 •
Mr. Jimmy L. Morales
City Manager
Ciiy of Miami Beach, Florida
May 22,,2019
Page 2
In order for the Bonds to be issued as tax-exempt bonds, certain requirements of the Code
relating to the issuance of the Bonds must be met. One such requirement is the approval by the
City of the use of the proceeds of the Bonds within the City in accordance with the Tax Equity
and Fiscal Responsibility Act ("TEFRA"), as required by Section 147(f) of the Code.
Accordingly, CTA, on behalf of Elderly Housing Development and Operations Corporation,
• respectfully requests that the City, at a meeting of its City Commission (the "City Commission"),
consider providing its TEFRA approval by resolution of the City Commission. We. have
reviewed the City Commission's meeting schedule and we believe the City Commission's
meeting on June 5, 2019 will provide adequate time for the resolution to be finalized and to
provide the citizens of the City with notice. In addition, .the Code requires there be a public
hearing regarding the Bonds prior to the City Commission's consideration of the TEFRA
Resolution. The law requires this hearing to be no sooner than seven (7) days following its
published notice date.
:Finally, for purposes of Section 163.01, Florida Statutes, as. amended (the "Interlocal
Cooperation Act"), CTA respectfully requests the local jurisdiction's permission to finance the.
project within the local jurisdiction's corporate limits.
'We have been in contact with the City's Bond Counsel, Squire Patton Boggs (US) LLP
(who is also bond counsel on the CTA transaction) and the City Attorney's office. We have also
provided them the following:
1. The proposed form of a resolution to be considered by the City Commission. As you •
will note from the language in Section 5 of the attached resolution, the City will have
absolutely no liability with respect to the Project or to pay principal of or
interest on the Bonds, and the issuance of the Bonds will not result in any
obligation, financial or otherwise, of the City. The Bonds, will be limited
obligations of CTA, payable solely from the revenue derived from Elderly Housing
Development and Operations Corporation and pledged to the payment of the Bonds;
and
2.: The form of a notice of public hearing ("TEFRA Notice") required to be published in
a newspaper of general circulation within the City at least seven (7) days before the
TEFRA Hearing. We have, through the City Attorney's office provided the public
hearing notice to the 'Clerk and to the City Commission and this notice'has'been
published in the Miami Herald on May 19, 2019.
As noted in documents above, the Bonds are not obligations of the City, and the City=
the City Commission and its employees and agents have been granted appropriate
indemnity.
Page 705 of 868
Mr. Jimmy L. Morales
City Manager
City of Miami Beach, Florida
May 22, 2019
Page 3
For any professional counsel and advice the City may deem necessary to solicit,
Elderly Housing Development and Operations Corporation will make restitution for all
reasonable expenses incurred by the City, including payment of the fees and expenses of
the City's Bond Counsel.
We truly believe this financing is a positive for all involved. We are pleased to be a part
of it,and appreciate the City giving our request for TEFRA approval due consideration..
If there is a problem with scheduling this matter for consideration at the City
Commission's June 5, 2019 meeting, or if you or any of the members of the City Commission or
your staff require any additional information, pleasecontact me at your earliest convenience.
Sincerely,
/
Ed Gray III
Executive Director
cc: (All with enclosures)
MarkMustian,.Esq.
Sandy MacLennan,Esq.
Rafael Paz,Esq.
Attaclunent:'
Form TEFRA Resolution(including indemnification certificate from the Borrower)
Page 706 of 868
EXHIBIT A
PROOF OF PUBLICATION
[Follows.]
A-1
Page 711 of 868
EXHIBIT B
INDEMNIFICATION CERTIFICATE OF THE BORROWER
The undersigned hereby certifies that he or she is authorized to execute and deliver this
Indemnification Certificate of the Borrower and further represents, on behalf of Elderly Housing
Development and Operations Corporation,a not-for-profit corporation of the District of Columbia,
authorized to do business in the State of Florida, and/or one or more related and/or affiliated
entities (the "Borrower"), the following (capitalized terms not otherwise defined herein shall have
the meaning ascribed thereto in the resolution adopted by the City Commission (the "City
Commission") of the City of Miami Beach, Florida (the "City") on June 5, 2019 regarding the
hereinafter defined Bonds(the "City Resolution")):
(1) At the request of the Borrower, the Capital Trust Agency (the "Agency")
proposes to"issue a principal amount of not exceeding$35,000,000 of its Mortgage
Facilities Revenue Bonds (Council Towers Apartments Project) (the "Bonds"), the
proceeds of which will be loaned to the Borrower for the purpose of financing or
refinancing, including through reimbursement, (i) the acquisition, renovation,
installation and equipping, together with the acquisition and installation of related
facilities, fixtures, furnishings and equipment, of a 252-unit multi-family rental
housing facility(consisting of 250 one-bedroom units and two office units)for persons
of low income known as Council Tower Apartments, located on approximately 1.05
acres of land at 533 & 1040 Collins Avenue, Miami Beach, Florida (the "Facility"),
(ii)the funding of any necessary capitalized interest,(iii)the funding of any necessary
reserves, and (iv)the payment of certain costs of issuing the Bonds(collectively, the
"Project"); '
(2) The issuance of the Bonds to fmance the Project: (i) is appropriate to the
needs and circumstances of, and will make contributions to, the economic growth of
the City,(ii)will provide or preserve gainful employment, (iii)will provide education
and promote commerce within the State, and (iv) will serve a public purpose by
advancing the economic prosperity and the general welfare of the State and its people
by providing for affordable housing facilities for low income persons;
(3) ' The City will be able to cope satisfactorily with the impact of the acquisition
and renovation of the Facility by the Borrower and will be able to provide, or cause
to be provided when needed, the public facilities, including utilities and public
services, that will be necessary for the operation, repair, and maintenance of the
Facility and on account of any increases in population or other circumstances
resulting therefrom;
(4) In order to finance the costs of the Project from the proceeds of the Bonds
on a tax-exempt basis, it is necessary to hold a public hearing and approve the
issuance of the Bonds for the purposes of Section 147(f) of the Internal Revenue
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Page 712 of 868
010-8781-7218/1/AMERICAS
Code of 1986, as amended (the "Code"), and Section 163.01, Florida Statutes, as
amended(the "Interlocal Act");
(5) The Borrower has requested a public hearing be held by the City, and that
the City approve the issuance of the Bonds for purposes of Section 147(f) of the
Code; and
(6) The City desires indemnification from the Borrower as a material
inducement to the City Commission granting the foregoing approval.
NOW THEREFORE, THE UNDERSIGNED, ON BEHALF OF THE BORROWER,
DOES HEREBY: Agree to defend the City and its officials, employees, attorneys, professionals
and agents and the members of the City Commission, and hold the City and its officials,
employees,attorneys,professionals and agents and the members of the City Commission,harmless
against any and all claims, losses, liabilities or damages to property or any injury or death of any
person or persons occurring in connection with the issuance of the Bonds or the acquisition or
operation of the Project by or on behalf of the Borrower, including in the case of any and all
negligence of such indemnitee,or in any way growing out of or resulting from the Project or from
the issuance, sale or delivery of the Bonds, including,but not limited to, liabilities or costs arising
under the Code,the Securities Act of 1933,the Securities Exchange Act of 1934 or any applicable
securities law of the State, including, without limitation, all costs and expenses of the City,
including reasonable attorneys'fees, incurred in connection therewith.
[Remainder of Page Intentionally Left Blank]
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010-8781-7218/1/AMERICAS Page 713 of 868
IN WITNESS WHEREOF, the Borrower has executed this Indemnification Certificate of
the Borrower this 21st day of May, 2019.
ELDERLY HOUSING DEVELOPMENT
OPERATIONS CORPORATION, a not for profit
corporation of the District of Ca o is
B\ ,/ , •
Na ev- Protulis
Its: President/CEO
[Signature Page I Indemnification Certificate of the Borrower]
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Page 714 of 868
010-8781-7218/1/AMERICAS
. '2014E I I NEIGIIBORS
- -_
MIAMIBEACH •
'NOTICE OF PUBLIC HEARING
• • •
JUNE-5 2019 •
•
For the our poses oi'Section 1.47(1)of the Internet Revenue Code of 10,00;as amended
(the-"Cel;fle'). notice Whereby given that a public pleating rind Manila will be held by
the City CoMmIsslon'of the-City at Miami Beech, Florida(the-"Cityl•al 210 p.M., Or as
soon thereafter as practicapl°,on dime S,200,In the Gornrinission Ghember,City HO,
Floor, 1700 Convention Center DriVe, Miami Beach, FL 33130. The purpose of the
hearingis to consider authorization of the.issuance by the Capital Trust'Agency (the
i'CTA") of its:Moildrige r'oOltities Revenue BOOS.ferounclit Touters Apartments Project)
Olio 'ponds') to pr•ovicio kinds to be loanaci by the GTA to Elderly I lousing Development
arid Operations Corpoiation, a noi-rot profit corposotion fit mo Dish ll. or Colombia,
authorized to•do business In the State Of Fleride(th°"State )and/or(moor Mora rotated
and/or affiliated entities idellectlirely, the-"Borro.very.fior•.the•purpcse of financing or
refihattelng.Including through relMbursernent. (I) the actitilsilion,renevation. Installation
and eduippino,together wait the bOctuisitiori•end instaliallOrt of-related,TeCilitles-;fixtures,
furnisitingS•andequIpmerit,ot a 252-Unit millt171amtly rental housing taollitY(consisting of
250 one-bedroom tinifs.and tv/o°tide units)for pareensollOw income knoWn as Cciundli
Towers Apartments. located en-approxiMatoly 1,05 acres-of:land at 533 4: 1040 Collins
AVerrUe,Mlemla.dabp,Florida(the'Facility").(B}the hirlding of any necessary capitalized
• interest,(C)the funding of any neceisaaryteServec:and(0)the payment of'certain costs
Of IS-salmi tire SOrkftt(c011aCtIvely.the."Prolett").
The planet,filtans eoCintemplates that theCTA will issue.with respect ter;uch Project;
not eXceeding$36,060.60.fri gidiectere principalaniOunt'el the Donde in one.or mote
series'-and loan tho proCeods-Of udl Bands.to thc:.ijorrovicir to pribuide funds for the.
Project The Facility will be owned by the Sorrowpr. Trio Initial manager of the Faoltity will
be the Borrower,or an affiliate thereof or another entity chosen by the Borrower
The City will neither isstle,her be Obilgated Inany-Manner-with respect to the Bondo.
Bonds.when Issued:will OaspeClal,limited obligations of the CTA.payable solely •
out of the•rovenue.p. income and receipts.pledged to the payMent thereol and derived
from financing•agrooments.'with tom Borrower;and,•,the.-CTA will not be obligated to pay
the principal of, premium,-It any,:or interest on the.Sands except tram the payments of
the Borrower.The 13ondt:win not constitute: (I) a debt. ItabIlitY or obligation of the-OTA.
the City the State,or any political public agency or Municipality.thereof;(ii).a
pledge of the full faith arid credit- of the.'q70,the City,the State,or any'pentical ubdlVliOfl
public agency or inuntolpaitty thereof,or(ill)apledge.ot the taXing power:of the City,the
Stoto,,or any political subdIviSton,public agency or municipality thereof within inc moaning
of any constitutional or statutory movie icin.The CIA has tie taxing. power.
Interested Parties ere-Invited to llppoar•at thIS mee.tingor ho represented by an agent
or to express their viays in writing addressed to tho'city Cornmissloni ao the City Clerk,
1700 Convention Drive, V' Floor, City hien, Miami.i3each, Florida 34i3p..Ais persons ate
advised that H they,decide to appeal any decision made by the"city wtih'repect..to.atly
motet considered at titio meeting,.they Will rreed,a record ofthe proceedlinp,and for such
returns°, they may mod to:ensure that a verbatim r000rd ot the proceedings Is made,
which record Include-lathe-testimony and evidence upon which the appeal-Is to be based.
'To rp.qUe'st a sign language interpreter (five-day nottr,',„e•reqUirecr), information an
accedi..for persons With disabilitiesand/or any accommodation to review any document
• or participate In-any City-sponsored proceedings, cell 305.604,2489 and select 1 for
Er-lanai)or 2-Ica SoaniSft then option 6;TTY users,may call via 711 (Florida Relay Service).
Rafael Grenade.'
City Clerk Of City of Miami Beach
Ad:66051940
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Page 715 of 868
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