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79(a) Resolution HFA 2022-12 adopted March 28, 2022 (Vista Breeze)RESOLUTION NO. HFA 2022-12 A RESOLUTION EXPRESSING THE INTENT OF THE HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA TO PROCEED WITH THE ISSUANCE OF ITS NOT TO EXCEED $20,000,000 MULTIFAMILY HOUSING REVENUE DEBT OBLIGATIONS, THE PROCEEDS OF WHICH WILL BE LOANED TO VISTA BREEZE, LTD., TO FINANCE THE DEVELOPMENT OF A MULTIFAMILY RENTAL HOUSING PROJECT, AUTHORIZING A TEFRA NOTICE, AUTHORIZING A TEFRA HEARING AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the Housing Finance Authority of Miami-Dade County, Florida (the “Authority”) has determined that there exists a shortage of safe and sanitary housing for persons and families of low, moderate and middle income, within Miami-Dade County, State of Florida; and WHEREAS, such housing shortage will be partially alleviated by the acquisition and construction by a private owner of a multifamily rental housing project, to be occupied by elderly persons or families of low, moderate or middle income, to consist of approximately 119 units, located on an approximately 1.22 acre site located at 165-185 S Shore Drive and 280-300 S Shore Drive, in the City of Miami Beach, Miami-Dade County, Florida, to be known as Vista Breeze (the “Project”); to be owned by Vista Breeze, Ltd., a Florida limited partnership (the “Owner’); and WHEREAS, in order to provide for a portion of the financing for the acquisition and construction of the Project, the Authority intends to issue its tax-exempt multifamily housing revenue debt obligations for the benefit of the Owner, in one or more series or issues, at the same time or at different times in a total aggregate principal amount currently estimated not to exceed $20,000,000 (herein the “Debt Obligations”), and to enter into a Borrower Loan or Financing Agreement, a Trust Indenture or Funding Loan Agreement, a Regulatory Agreement as to Tax- Exemption or Land Use Restriction Agreement and other necessary documents with respect to the Project; and WHEREAS, the Authority deems it necessary to provide a Notice of Public Hearing for the Project in accordance with the requirements of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), which Notice of Public Hearing the Authority hereby determines to be in the public interest; NOW, THEREFORE, BE IT RESOLVED by the members of the Housing Finance Authority of Miami-Dade County, Florida, a lawful quorum of which is duly assembled, as follows: SECTION 1. The Authority hereby expresses its intention to approve at a later date, by appropriate resolution, and upon compliance by the Owner with the Authority's “Guidelines for Tax-Exempt Multifamily Housing Financing” with final approval of the Architectural Design and Review Advisory Committee and with certain other conditions to be described to the Owner by the Authority's staff, the financing of a loan to Owner in order to finance the development of the Project through the issuance of its Debt Obligations and the execution of the necessary documents, including a Trust Indenture or Funding Loan Agreement, Borrower Loan or Financing Agreement and Regulatory Agreement as to Tax-Exemption or Land Use Restriction Agreement and/or such other documents deemed necessary to effect the tax exempt issuance of the Debt Obligations; provided, however, such Debt Obligations shall not be issued unless the Debt Obligations, if publicly offered, are rated at least A or better by either S&P Global Ratings or Moody's Investors Service, Inc. or both, if both rate the Debt Obligations, or, alternatively, the Debt Obligations, if not so rated, are sold by private placement to institutional investors. SECTION 2. This Resolution shall constitute a declaration of the official intent of the Authority, within the contemplation of Section 1.150-2 of the Income Tax Regulations promulgated by the Department of the Treasury, to permit the Owner to use proceeds of the Debt Obligations to reimburse itself for certain acquisition, construction, planning, design, legal or other costs and expenses originally paid by the Owner in connection with the Project with funds other than proceeds of the Debt Obligations prior to the issuance of the Debt Obligations (the “Advanced Funds”). The Owner has represented to the Authority that all of the expenditures initially to be made with the Advanced Funds and then to be reimbursed by the Owner from proceeds of the Debt Obligations will be for costs of a type properly chargeable to the capital account of the Project under general income tax principles, non-recurring working capital expenditures (of a type not customarily payable from current revenues), or costs of issuing the Debt Obligations. Other than any preliminary expenditures for architectural, engineering, surveying, soil testing, costs of issuing the Debt Obligations or similar purposes that may have been paid more than sixty days prior to the date of this Resolution, no expenditures to be reimbursed have been paid more than sixty days earlier than the date of this Resolution. SECTION 3. The intent period for the Project shall have a term of two (2) years from the date of adoption of this Resolution (the “Intent Period”). The Intent Period is subject to extension by the Authority upon compliance by the Owner of certain requirements established by the Authority, including the payment of an additional fee to the Authority and bond counsel prior to the extension of the Intent Period. SECTION 4. The Notice of Public Hearing for purposes of TEFRA is hereby authorized and the staff of the Authority is hereby authorized to conduct on behalf of the Authority the TEFRA hearing regarding the issuance of the Debt Obligations as required by Section 147(f) of the Code, and to make a report to the Board of County Commissioners of Miami-Dade County of the public hearing. The Board of County Commissioners of Miami-Dade County is hereby respectfully requested to approve the issuance of the Debt Obligations by the Authority to finance the Project for purposes of Section 147(f) of the Code. SECTION 5. It is expressly stated and agreed that the adoption of this Resolution is not a guaranty, express or implied, that the Authority shall approve the closing and issue its Debt Obligations for the Project. This Resolution is qualified in its entirety by the provisions of Chapter 159, Part VI, Florida Statutes, or any subsequently enacted or effective Executive Order or legislation concerning a State volume ceiling on multifamily housing bonds. In regard to the State volume ceiling for multifamily housing bonds, the Authority can make no guarantees as to the method by which funds will be allocated to any particular project, including the Project, and to which projects, including the Project, funds will be allocated. The Owner shall hold the Authority and its past, present and future members, officers, staff, attorneys, financial advisors, and employees harmless from any liability or claim based upon the failure of the Authority to close the transaction and issue the Debt Obligations or any other cause of action arising from the adoption of this Resolution, the processing of the financing for the Project, the issuance of the Debt Obligations except for the gross negligence and willful and wanton misconduct of the Authority. SECTION 6. The Authority has no jurisdiction regarding zoning and land use matters and the adoption of this Resolution is not intended to express any position or opinion regarding same. SECTION 7. All resolutions and orders or parts thereof, of the Authority, in conflict herewith are, to the extent of such conflict, hereby modified to the extent of such conflict, and this Resolution shall take effect from and after its passage, the public welfare requiring it. SECTION 8. It is found and determined that all formal actions of this Authority conceming and relating to the adoption of this Resolution were taken in an open meeting of the members of this Authority and that all deliberations of the members of this Authority and of its committees, if any, which resulted in such formal action, were taken in meetings open to the public, in full compliance with all legal requirements. [Remainder of page intentionally left blank] The roll being called on the question of adoption of this Resolution, the vote thereon Q resulted as follows: AYES: NAYS: Z ABSTENTIONS: D This Resolution shall become effective immediately upon its adoption. The presiding officer declared said Resolution adopted and approved in open meeting. Adopted this 28 day of March, 2022. (Seal) oO WANGS, HOUSING FINANCE AUTHORITY OF Sor" “ IC ney, OUNTY, FLORIDA 5S" MAML-DADE == : COUNTY 36: : L, l ee Chairman Attest: Assistant Secretary Approved as to form and Pe SOL \p y: Assistant County Attorney