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79(b) Resolution No. HFA-2023-40 adopted November 13, 2023RESOLUTION NO. HFA-2023-40 RESOLUTION OF THE HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF ITS MULTIFAMILY HOUSING REVENUE NOTE, SERIES 2023 (VISTA BREEZE), IN AN AGGREGATE ORIGINAL PRINCIPAL AMOUNT NOT TO EXCEED $33,800,000 IN ONE OR MORE SERIES, TAXABLE OR TAX-EXEMPT, FOR THE BENEFIT OF VISTA BREEZE, LTD., A FLORIDA LIMITED PARTNERSHIP, TO PROVIDE FINANCING FOR THE ACQUISITION AND CONSTRUCTION OF A MULTIFAMILY RESIDENTIAL RENTAL PROJECT TO BE KNOWN AS VISTA BREEZE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE FUNDING LOAN AGREEMENT, CONSTRUCTION PHASE BORROWER LOAN AGREEMENT, AMENDED AND RESTATED FUNDING LOAN AGREEMENT (PERMANENT PHASE), AMENDED AND RESTATED BORROWER LOAN AGREEMENT (PERMANENT PHASE), GOVERNMENTAL LENDER NOTE, LAND USE RESTRICTION AGREEMENT, AND OTHER DOCUMENTS IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH GOVERNMENTAL LENDER NOTE OR CONVERSION OF THE LOAN TO PERMANENT FINANCING; AUTHORIZING THE NEGOTIATED SALE OF THE GOVERNMENTAL LENDER NOTE; AUTHORIZING THE APPOINTMENT OF A SERVICER AND FISCAL AGENT; RATIFYING PUBLICATION OF A TEFRA NOTICE AND HOLDING OF A TEFRA HEARING AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to the Housing Finance Authority Law, Chapter 159, Part IV, Florida Statutes, as amended (the “Act”), the Board of County Commissioners of Miami-Dade County, Florida (the “Board”), by its Resolution R-1194-78, adopted October 17, 1978, declared the need for a housing finance authority to function in Miami-Dade County, Florida (the “County”) and enacted on December 12, 1978, Ordinance No. 78-89, creating the Housing Finance Authority of Miami-Dade County, Florida (the “Authority”), as amended by Ordinance No. 11-99 enacted December 6, 2011; and WHEREAS, the Act authorizes the Authority: (a) to make loans to any person, or to purchase loans, including federally insured mortgage loans, in order to provide financing for residential rental developments located within the County, which are to be occupied by persons of moderate, middle or lesser income; (b) to issue its revenue bonds and notes pursuant to the Act, for the purpose of obtaining money to make or to purchase such loans and provide such financing, to establish necessary reserve funds and to pay administrative costs and other costs incurred in connection with the issuance of such bonds and Authorizing Resolution — Vista Breeze 4861-0071-4115.5 notes; and (c) to pledge all or any part of the revenues, and receipts to be received by the Authority from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans in order to secure the payment of the principal or redemption price of and interest on such bonds and notes; and WHEREAS, pursuant to Resolution No. HFA 2022-12 adopted March 28, 2022, as amended and supplemented by Resolution No. HFA 2023-04 adopted February 27, 2023 (collectively, the “Intent Resolution”), the Authority expressed its intent to provide financing to fund a mortgage loan (the “Loan”) financed by obligations of the Authority in an amount not to exceed $33,800,000 to Vista Breeze, Ltd., a Florida limited partnership (the “Borrower”), for the acquisition and construction of an approximately 119-unit multifamily residential rental project (the “Project”) located on an approximately 1.22 acre site at 175 S. Shore Drive and 280 S. Shore Drive, in the City of Miami Beach, Miami-Dade County, Florida, to be known as Vista Breeze, and to be occupied by persons of moderate, middle and lesser income within the meaning of the Act, all for the purpose of assisting such persons of moderate, middle and lesser income within the County to afford the costs of decent, safe and sanitary housing; and WHEREAS, the Authority deemed it necessary to cause the posting on July 24, 2023, of a Notice of Public Hearing for the Project (a copy of said Notice and the Affidavit as to TEFRA Hearing Notice Posting are attached hereto as Composite Exhibit F and incorporated herein), and caused such notice to be displayed on the Authority’s website from July 24, 2023 through August 1, 2023, for the purpose of considering the issuance of the Governmental Lender Note (as hereinafter defined) by the Authority, in conformance 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”), and such public hearing, conducted on August 1, 2023, pursuant to such Notice, disclosed no reason why the Governmental Lender Note should not be issued; and Authorizing Resolution — Vista Breeze 4861-0071-4115.5 WHEREAS, the Authority has determined to issue, sell and deliver its Governmental Lender Note in an aggregate original principal amount not to exceed $33,800,000 for the purpose of funding the Loan; and WHEREAS, the Authority has determined that there exists a shortage of safe and sanitary housing for persons and families of moderate, middle and lesser income within Miami-Dade County, Florida; and WHEREAS, Bank of America, N.A. or an affiliate thereof (the “Construction Purchaser”) has expressed its intention to purchase the Governmental Lender Note pursuant to the Funding Loan Agreement and Citibank, N.A. or an affiliate thereof (the “Permanent Purchaser” and together with the Construction Purchaser, the “Purchasers”) has expressed its intention to purchase the Governmental Lender Note from the Construction Purchaser pursuant to the Amended and Restated Funding Loan Agreement authorized hereby in whole, upon the satisfaction of the conditions to conversion from the construction phase to the permanent phase (the “Conversion”) set forth in the Forward Purchase Agreement, between the Purchasers (the “Forward Purchase Agreement”); and WHEREAS, in accordance with the Forward Purchase Agreement, upon Conversion, the Funding Loan Agreement and the Borrower Loan Agreement will be amended and restated and a replacement Governmental Lender Note will be executed, authenticated and delivered; and WHEREAS, the Authority finds that the public interest and necessity require that the Authority at this time make arrangements for the sale of such Governmental Lender Note; NOW, THEREFORE, BE IT RESOLVED by the Housing Finance Authority of Miami-Dade County, Florida, as follows: SECTION 1. The recitals hereinabove set forth are true and correct, and the Authority so finds. This Resolution is being adopted pursuant to the Act. SECTION 2. Pursuant to the Act and in accordance with the Act and the Funding Loan Agreement (as hereinafter defined), a multifamily housing revenue note of the Authority, to be designated Authorizing Resolution — Vista Breeze 4861-0071-4115.5 as “Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue Note, Series 2023 (Vista Breeze)” in an aggregate original principal amount not to exceed $33,800,000 (the “Governmental Lender Note”), is hereby authorized to be issued. The series designation for the Governmental Lender Note may be changed to reflect the calendar year in which it is issued, if not issued in calendar year 2023. The principal amount of the Governmental Lender Note to be issued shall be determined by a Designated Officer (as defined below) in accordance with this Resolution. SECTION 3. The proposed form of Funding Loan Agreement, by and among the Authority, the Construction Purchaser named therein and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”), in substantially the form attached hereto as Exhibit A (the “Construction Phase Funding Loan Agreement”), is hereby approved, along with any additions or supplements which may in the determination of a Designated Officer (as defined below), be necessary to document the issuance of the Governmental Lender Note authorized hereunder. The Chair, Vice-Chair, or any other officers or members of the Authority (each hereinafter referred to as a “Designated Officer”) are hereby authorized and directed to execute and deliver, for and in the name and on behalf of the Authority, said Construction Phase Funding Loan Agreement with such additions, changes or corrections as the Designated Officer executing the same may approve upon consultation with the County Attorney, Financial Advisor to the Authority (the “Financial Advisor”) and Co-Bond Counsel (the “Co-Bond Counsel”) to the Authority and approval of the County Attorney; provided, that such additions or changes shall comply with the parameters relating to principal amount, interest rate and maturity date set forth in Section 7 below, such approval by the County Attorney, to be conclusively evidenced by the execution and delivery of the Construction Phase Funding Loan Agreement by a Designated Officer with such additions, changes or corrections. SECTION 4. The proposed form of Construction Phase Borrower Loan Agreement to be entered into by and among the Authority, the Fiscal Agent and the Borrower, in substantially the form attached hereto as Exhibit B (the “Construction Phase Borrower Loan Agreement”), is hereby approved Authorizing Resolution — Vista Breeze 4861-0071-4115.5 along with any additions, supplements, changes or corrections which may, in the determination of a Designated Officer, be necessary to document the issuance of the Governmental Lender Note authorized hereunder. Any Designated Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Construction Phase Borrower Loan Agreement, with such additions, supplements, changes or corrections as the Designated Officer executing the same may approve upon consultation with the County Attorney, Financial Advisor and Co-Bond Counsel and approval by the County Attorney, such approval to be conclusively evidenced by the execution of said Construction Phase Borrower Loan Agreement by a Designated Officer with such additions, supplements, changes or corrections. SECTION 5. The proposed form of Amended and Restated Funding Loan Agreement to be entered into by and among Citibank, N.A., as Funding Lender, the Authority and the Fiscal Agent, in substantially the form attached hereto as Exhibit C (the “Permanent Phase Funding Loan Agreement” and, together with the Construction Phase Funding Loan Agreement, the “Funding Loan Agreements”), is hereby approved along with any additions, supplements, changes or corrections which may, in the determination of a Designated Officer, be necessary to document the issuance of the Governmental Lender Note authorized hereunder. Any Designated Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Permanent Phase Funding Loan Agreement, with such additions, supplements, changes or corrections as the Designated Officer executing the same may approve upon consultation with the County Attorney, Financial Advisor and Co-Bond Counsel and approval by the County Attorney, such approval to be conclusively evidenced by the execution of said Permanent Phase Funding Loan Agreement by a Designated Officer with such additions, supplements, changes or corrections. SECTION 6. The proposed form of Amended and Restated Borrower Loan Agreement to be entered into by and among the Authority, the Borrower and the Fiscal Agent, in substantially the form attached hereto as Exhibit D (the “Permanent Phase Borrower Loan Agreement”), is hereby approved Authorizing Resolution — Vista Breeze 4861-007 1-4115.5 along with any additions, supplements, changes or corrections which may, in the determination of a Designated Officer, be necessary to document the issuance of the Governmental Lender Note authorized hereunder. Any Designated Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Permanent Phase Borrower Loan Agreement, with such additions, supplements, changes or corrections as the Designated Officer executing the same may approve upon consultation with the County Attorney, Financial Advisor and Co-Bond Counsel and approval by the County Attorney, such approval to be conclusively evidenced by the execution of said Permanent Phase Borrower Loan Agreement by a Designated Officer with such additions, supplements, changes or corrections. SECTION 7. The proposed form of the Governmental Lender Note, as set forth in the Funding Loan Agreements, are hereby approved, and the Chair and Vice-Chair or member of the Authority designated by the Chair are hereby authorized and directed to execute, by manual or facsimile signatures of such officers under the seal of the Authority, and the Fiscal Agent or an authenticating agent is hereby authorized and directed to authenticate, by manual signatures of one or more authorized officers of the Fiscal Agent or an authenticating agent, the Governmental Lender Note in substantially such form, and the Fiscal Agent is hereby authorized and directed to sell and deliver the Governmental Lender Note to the Construction Purchaser in accordance with the Construction Phase Funding Loan Agreement and upon receipt of the purchase price therefor. The date, maturity dates, interest rate or rates (which may be either fixed or variable), interest payment dates, denomination, form of registration privileges, manner of execution, place of payment, terms of redemption, use of proceeds, and other terms of the Governmental Lender Note shall be as provided in the Construction Phase Funding Loan Agreement as finally executed; provided, however, that (i) the aggregate original principal amount of the Governmental Lender Note shall not exceed $33,800,000, (ii) the average net interest cost rate on the Governmental Lender Note shall not exceed the rate computed by adding 300 basis points to The Bond Buyer “20 Bond Index” published immediately preceding the first day of the calendar month in which the Governmental Lender Authorizing Resolution — Vista Breeze 4861-0071-4115.5 Note is sold and (iii) the final maturity of the Governmental Lender Note shall be no later than 40 years from the date of issuance thereof. The initial purchase price of the Governmental Lender Note shall be 100% of the principal amount thereof to be paid as advances are made with respect to the Governmental Lender Note by the Construction Purchaser. The Governmental Lender Note may be delivered in temporary form pursuant to the Construction Phase Funding Loan Agreement if, in the judgment of Co- Bond Counsel, delivery in such form is necessary or appropriate until such Governmental Lender Note in definitive form can be prepared. SECTION 8. The proposed form of Land Use Restriction Agreement to be entered into by and among the Authority, the Fiscal Agent and the Borrower, in substantially the form attached hereto as Exhibit E (the “Regulatory Agreement”), is hereby approved. Any Designated Officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Regulatory Agreement, with such additions, changes and corrections as the Designated Officer may approve upon consultation with the County Attorney, the Financial Advisor and Co-Bond Counsel and approval of the County Attorney, such approval to be conclusively evidenced by the execution by a Designated Officer of said Regulatory Agreement with such additions, changes or corrections. Any Designated Officer is hereby authorized and directed for and in the name and on behalf of the Authority to execute amendments to the Regulatory Agreement in order that interest on the Governmental Lender Note remains tax-exempt for federal income tax purposes. SECTION 9. All other actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Governmental Lender Note are hereby approved, confirmed and ratified, and each Designated Officer, the Executive Director and other properly authorized officer of the Authority is hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including, but not limited to, those described in the Funding Loan Agreements, the Construction Phase Borrower Loan Agreement, the Permanent Phase Borrower Loan Agreement, the Authorizing Resolution — Vista Breeze 4861-0071-4115.5 Governmental Lender Note, the Regulatory Agreement and the other documents herein approved (collectively, the “Note Documents”), which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Governmental Lender Note and the implementation of the loan program described herein in accordance with the Act and this Resolution and resolutions heretofore adopted by the Authority. SECTION 10. Any Designated Officer is hereby authorized to countersign or to attest the signature of any other Designated Officer and to affix and attest the seal of the Authority as may be appropriate in connection with the execution and delivery of any of the documents authorized by this Resolution; provided that the due execution and delivery of said documents or any of them shall not depend on such attestation of the Designated Officer or the affixing of such seal. Any of such documents may be executed in multiple counterparts. SECTION 11. A negotiated sale of the Governmental Lender Note is in the best interest of the Authority and is found to be necessary on the basis of the following specific findings: (a) Multifamily housing revenue bonds and notes are traditionally sold on a negotiated sale basis and consequently a competitive sale of the Governmental Lender Note would in all probability not produce better terms than a negotiated sale particularly in view of the timing of such an offering. (b) The principal of, premium, if any, and the interest on the Governmental Lender Note will be payable solely out of the revenues arising from the pledge and assignment of the payments by the Borrower on the Loan, and the other funds and moneys pledged and assigned under the Funding Loan Agreements, and therefore the Authority will not be liable for the payment of principal of, redemption premium, if any, and any interest on the Governmental Lender Note except from moneys held under the Funding Loan Agreements. The Borrower has expressed its unwillingness to undertake the risks and expenses attendant to competitive sale of the Governmental Lender Note. Authorizing Resolution — Vista Breeze 4861-0071-4115.5 (c) The nature of the security for the payment of the Governmental Lender Note requires complex cash flow review and computations of the Project which would be financially impractical for bidders to undertake in a competitive sale context. (d) Based upon such findings, the Authority approves the negotiated sale of the Governmental Lender Note to the Construction Purchaser in accordance with the provisions of the Funding Loan Agreements and Section 7 of this Resolution. Prior to executing and delivering the Construction Phase Funding Loan Agreement, the Authority shall have received disclosure statements from the Construction Purchaser setting forth the information required by Section 218.385, Florida Statute, as amended. SECTION 12. The Bank of New York Mellon Trust Company, N.A. is hereby designated as Fiscal Agent for the Governmental Lender Note under the Funding Loan Agreements and the Regulatory Agreement. SECTION 13. The Governmental Lender Note, upon its execution in the form and manner set forth in the Funding Loan Agreements, shall be delivered to the F iscal Agent for authentication and the Fiscal Agent is authorized and directed to authenticate and deliver the Governmental Lender Note to, or on behalf of, the Construction Purchaser, upon payment of the purchase price. SECTION 14. The posting on July 24, 2023, of the Notice of Public Hearing for purposes of TEFRA is hereby ratified and conducting by the staff of the Authority, on behalf of the Authority, of the TEFRA hearing regarding the issuance of the Governmental Lender Note as required by Section 147(f) of the Code on August 1, 2023, is hereby ratified. The staff of the Authority has made 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 on September 19, 2023 approved the issuance of the Governmental Lender Note by the Authority to finance the Project for purposes of Section 147(f) of the Code. Authorizing Resolution — Vista Breeze 4861-0071-4115.5 SECTION 15. The Designated Officers, Executive Director, employees and agents of the Authority are authorized and directed to do all acts and things required by the provisions of the Governmental Lender Note authorized by this Resolution, and by the provisions of the Note Documents and any additional documents required to be delivered in connection with the issuance and delivery of the Governmental Lender Note and for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Governmental Lender Note and the Note Documents. SECTION 16. In case any one or more of the provisions of this Resolution shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution and it shall be construed and enforced as if such illegal or invalid provision had not been contained in this Resolution. SECTION 17. The Chair, Vice Chair, and other members or officers of the Authority, the Executive Director, the County Attorney and Co-Bond Counsel for the Authority are each designated agents of the Authority in connection with the issuance and delivery of the Governmental Lender Note, and are authorized and empowered, collectively or individually, to take all actions and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Authority which are necessary or desirable in connection with the execution and delivery of the Note Documents and Governmental Lender Note which are not inconsistent with the terms and provisions of this Resolution and any other actions relating to the Governmental Lender Note taken by the Authority. SECTION 18. All resolutions of the Authority in conflict with the provisions of this Resolution are, to the extent of such conflict, superseded and repealed. SECTION 19. 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. Authorizing Resolution — Vista Breeze 10 4861-0071-4115.5 SECTION 20. It is found and determined that all formal actions of this Authority concerning 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. SECTION 21. This Resolution shall become effective immediately upon its adoption. The roll being called on the question of adoption of this Resolution, the final vote is: AYES: YG NAYS: 0 ABSTENTIONS: D The Presiding Officer declared said resolution adopted and approved in open meeting. ADOPTED this 13" day of November, 2023. HOUSING FINANCE AUTHORITY OF (SEAL) eS) MOOUNTY MIAML-D TY, FLORIDA =D% 2 oO . 25" ’ * on f) Attest: By: Name: MAZU WE MIDAS me a Title: By: Assistant Secretary | Approved as to form and legal sufficie Authorizing Resolution — Vista Breeze 11 4861-0071-4115.5