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RESOLUTION APPROVING THE SALE OR TRANSFER OF OWNERSHIP INTEREST IN PARK CITY, LTD., OWNER OF PARK CITY APARTMENTS; EXTENDING THE $859,100.00 HOME LOAN MATURITY DATE TO JANUARY 5, 2026; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO ENTER INTO OR MODIFY CONTRACT(S) AND LOAN DOCUMENTS WITH THE NEW ENTITY(S) TO SECURE OR SUBORDINATE THE COUNTY�S INTEREST IN THE PROJECT AND ENSURE COMPLIANCE WITH FEDERAL, STATE AND LOCAL REQUIREMENTS

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:

Section 1. The Board ratifies and adopts the matters set forth in the foregoing recitals and in the accompanying justification memorandum as if fully set forth herein.

Section 2. The Board approves the sale and transfer of ownership interests in Park City, Ltd., owner of Park City Apartments, from FSGP/Park City, LLC., (an affiliate of Enterprise Community Partners, Inc., and approved successor to Greater Miami Neighborhoods, Inc.) to HallKeen Management, Inc. or its affiliate (and approves extension of the $859,100.00 HOME loan term from December 29, 2013 to January 5, 2026. The Board further authorizes the County Mayor or the County Mayor�s designee to enter into or modify agreements and loan documents with the new owner entity(s) to assume the outstanding debt owed to the County and to modify existing agreements in order to protect the County�s secured interest in the project and ensure continued affordability of the project until January 5, 2026, as well as compliance with the federal, state and local requirements. The current total debt to the County for Park City Apartments is approximately $1,103,651.94.

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Date: January 22, 2014

To: Honorable Chairwoman Rebecca Sosa
and Members, Board of County Commissioners

From: Carlos Gimenez
Mayor
Subject: Approving the Sale and Transfer of Ownership Interest in Park City Apartments to
Hallkeen Management, Inc., and Extending the $859,100.00 HOME Loan Maturity Date to

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) approve the attached resolution to approve the sale or transfer of ownership of the Park City, Ltd., and/or the general partner interest in the Park City, Ltd., the owner of Park City Apartments, from FSGP/Park City, LLC (a wholly owned affiliate of Enterprise Community Partners, Inc., and previously County-approved successor to Greater Miami Neighborhoods Inc.), to HallKeen Management, Inc. or its affiliate(s); and approve the sale, redemption or conversion of the co-general partner interest of Opa Locka-Park City Inc. (an affiliate of Opa Locka Community Development Corporation (OLCDC)) to a special limited partner interest in Park City Apartments; and authorizes the County Mayor or the County Mayor�s designee to enter into contract(s) and loan documents with the new entity(s) to secure or subordinate the County�s interest in the project, extend the maturity date of the $859,100.00 HOME loan from December 31, 2013 to January 5, 2026, to avoid any negative financial implications for the project while continuing to ensure compliance with all federal, state and local requirements. A copy of the current ownership, proposed ownership and HallKeen Management�s organizational structures are attached as Exhibits A-1, A-2, and A-3, respectively.

Scope
The Park City Apartments is a completed affordable housing rental development comprised of 180 affordable rental housing units located at 860 NW 155 Terrace, including its office located at 825 NW 155 Lane, in unincorporated Miami-Dade County, in Commission District 2 represented by Commissioner Jean Monestime.

Fiscal Impact / Funding Source
No additional funding is being awarded to this project at this time, and there is no direct fiscal impact to Miami-Dade County.

Approval of this item authorizes Miami-Dade County to enter into or modify existing agreements with Park City, Ltd., or its new general partners acting on behalf of the owner of Park City, Ltd., to assume and/or be approved as the ongoing borrower of the outstanding debt owed to the County. The current combined debt to the County for Park City Apartments is approximately $1,103,651.94.

Monitoring
Annual monitoring for compliance with the executed agreements, including rental regulatory agreements, will continue to be performed by Public Housing and Community Development (PHCD). As a part of the County�s consent to the sale or transfer of the project, the owner has agreed to extend the affordability period of the $859,100.00 HOME loan until January 5, 2026. PHCD Supervisor, Lourdes Perez and the compliance staff will continue to work with Opa Locka CDC to address compliance issues related to the physical condition of the property in order to ensure compliance with all federal, state and local requirements, including the accessibility requirements stipulated in the U.S. Department of Housing and Urban Development�s (HUD) regulations for Section 504.

MANAGER'S BACKGROUND
Background
In 2008, Miami-Dade County, the Florida Housing Finance Corporation (FHFC), and Greater Miami Neighborhoods, Inc. worked together to develop a financing solution whereby properties still under Greater Miami Neighborhoods Inc. control could remain affordable through the following methods: by transferring ownership of properties by bringing in a new general partner into each owner entity and by transferring ownership and control to protect the affordable units from the bankruptcy process. On January 10, 2008, prior to Greater Miami Neighborhoods, Inc. declaring bankruptcy, the Board adopted Resolution No. R-24-08, which permitted the transfer of the general partnership interest and/or ownership of 18 developments (of which Park City Apartments is one of the 18 developments) owned in part or in full by Greater Miami Neighborhoods, Inc. to two entities: Enterprise Community Partners, Inc. (or its affiliate) and Preservation of Affordable Housing, Inc. This transfer was necessary to preserve the County�s interest in the eighteen (18) affordable housing properties.

On December 29, 1993 Park City, Ltd., whose co-general partners were Opa Locka-Park City, Inc. (an affiliate of OLCDC) and Greater Miami Neighborhoods, Inc., received $859,100.00 in HOME funds approved by the Board under Resolution No. R-1251-93 to rehabilitate the project; all rehabilitation work was completed on the property subsequent to the loan closing. The HOME loan was secured with a 20-year, six percent (6%) interest only mortgage payable if the owner realizes ten percent (10 %) �Return of Equity�. To date, the return on equity was not realized as expected. All principal and interest on this loan is due payable on December 29, 2013, the maturity date. Also in January 1995, the County closed with Park City, Ltd. on a $500,000.00 Documentary Stamp Surtax (Surtax) loan approved by the Board under Resolution No. R-1049-92 for rehabilitation of the property. That loan included a maturity date of the Surtax note and affordability period until January 5, 2026. In addition, the property has a $4 million Florida Housing Finance Corporation loan which matures in 2025.

On July 15, 2013, PHCD received correspondence (Attachment A) from Opa Locka Community Development Corporation on behalf of Opa Locka-Park City, Inc. requesting an extension of the maturity date and affordability period on the County�s HOME loan from December 31, 2013 to January 5, 2026. The approval of this item would allow the HOME loan to run concurrently with the Surtax loan terms and avoid any potential hardships and negative capital implications on the project, if the HOME loan were to mature on December 29, 2013.

FSGP/Park City, LLC, an affiliate of Enterprise Community Partners and managing co-general partner of Park City, Ltd. is working diligently through a partnership restructuring where OLCDC�s and Enterprise�s GP and LP interest in the partnership will be sold to HallKeen Management, Inc. and OLCDC�s interest will be converted to (or OLCDC will be readmitted as) a special limited partner interest. To this end, FSGP/Park City, LLC has committed financing for the property conditioned on the proposed transfer which will be used to address upgrades related to Americans with Disabilities Act (�ADA�) and Section 504 of the Rehabilitation Act issues; and HallKeen, through its approved affiliates, has committed to pursuing additional financing which will be used for extensive renovations to the units and the overall development, greatly improving the property. To accomplish this goal and as part of this process, the current developer is requesting that Miami-Dade County provide consent to approve the conversion of the Opa Locka-Park City Inc. interest to a special limited partner interest and the sale of the property or interests owned by the FSGP/Park City, LLC, an affiliate of Enterprise, to HallKeen Management, Inc. or its affiliate, and permit HallKeen to assume all County financing related to this development. The additional financing may include an increase of the first mortgage and require the County�s subordination to that additional amount. The County�s financing and the Florida Housing Finance Corporation�s loans are currently in a shared first position. Additionally, the County�s interest remains protected.

All of the units in the development are set aside for families earning sixty percent (60%) or less of the Area Median Income (AMI). The building is currently operating under a Rental Regulatory Agreement that restricts rental rates in accordance with FHFC and the U.S. Department of Housing and Urban Development (U.S. HUD) guidelines. The current Rental Regulatory Agreement ensures these rental rates remain affordable until December 29, 2023. Approval of this item will extend the rental affordability period through January 5, 2026. By assuming the County loans, HallKeen Management, Inc. is aware that the affordability period extends until January 5, 2026.


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Russell Benford, Deputy Mayor