21-000610BID Arthur Mays Villas Phase One, Llc vs. Florida Housing Finance Corporation And Mhp Fl I, Llc Status: Closed Recommended Order on Wednesday, May 26, 2021.

Summary: Petitioner failed to prove that Florida Housing?s intended award of housing tax credits is contrary to its governing statutes, rules, or the solicitation specifications.

S TATE OF F LORIDA

D IVISION OF A DMINISTRATIVE H EARINGS

A RTHUR M AYS V ILLAS P HASE O NE , LLC ,

Petitioner ,

vs. Case No. 21 - 0610BID

F LORIDA H OUSING F INANCE

C ORPORATION A ND M HP F L I, LLC ,

Respondents .

/

R ECOMMENDED O RDER

The final hearing in this matter was conducted before J. Bruce Culpepper,

Administrative Law Judge of the Division of Administrative Hearings,

pursuant to sections 120.569 and 120.57(1) and (3), Florida Statutes (2020), 1

on March 16 and 19, 2021, by Zoom video conference in Tallahassee, Florida.

A PPEARANCES

For Petitioner Arthur Villas Phase One, LLC :

Jason L. Maine, General Counsel

Woodburn & Maine, Attorneys at Law

204 South Monroe St reet , Suite 201

T allahassee, Florida 32301

For Respondent Florida Housing Finance Corporation :

Christopher Dale McGuire, Esquire

Florida Housing Finance Corporation

227 North Bronough Street , Suite 5000

Tallahassee, Florida 32301

1 Unless otherwise stated, all citations to the Florida Statutes are to the 2020 version .

For Respondent MHP FL I, LLC :

Tiffany A. Roddenberry, Esquire

Holland & Knight, LLP

315 South Calhoun Street , Suite 600

Tallahassee, Florida 32301

S TATEMENT OF T HE I SSUE

The issue in this bid protest matter is whether Respondent , Florida

Housing Finance Corporation ' s , in tended award of funding under Request for

Applications 2020 - 203 was contrary to its governing statutes, rules, or the

solicitation specifications.

P RELIMINARY S TATEMENT

This matter involves the protest by Petitioner Arthur Mays Villas Phase

One, LLC ( " Art hur Mays " ), to a Notice of Intent to Award issued by the

Florida Housing Finance Corporation ( " Florida Housing " ) under Request for

Applications 2020 - 203 ( " RFA 2020 - 203 " ).

On August 26, 2020, Florida Housing issued RFA 2020 - 203 soliciting

applications to allocate competitive tax credits for affordable housing

developments to be located in Miami - Dade County, Florida.

On January 22, 2021, Florida Housing posted notice of its intent to award

funding for the development that qualified for the Urban Center Des ignation

to MHP FL I, LLC ( " MHP " ).

On February 8, 2021, Arthur Mays timely filed a formal written protest

challenging the eligibility of MHP ' s application.

On February 15, 2021, Florida Housing referred Arthur Mays ' protest to

the Division of Administra tive Hearings ( " DOAH " ) for assignment to an

Administrative Law Judge ( " ALJ " ) to conduct a chapter 120 evidentiary

hearing. 2

The final hearing was held on March 16 and 19, 2021. Joint Exhibits 1

through 6 were admitted into evidence. MHP ' s Exhibit 1 was admitted into

evidence. Florida Housing presented the testimony of Marisa Button. Arthur

Mays called Lewis Swezy to testify. The parties also stipulated to a number of

facts in a Joint Pre - Hearing Statement filed on March 12, 2021.

A two - volume Transcri pt of the final hearing was filed with DOAH on

April 5, 2021. At the close of the hearing, the parties were advised of a ten -

day time frame after receipt of the hearing transcript to file post - hearing

submittals. All parties filed Proposed Recommended Orde rs, which were duly

considered in preparing this Recommended Order.

F INDINGS OF F ACT

1. Florida Housing is a public corporation created pursuant to section

420.504 , Florida Statu t es . Its purpose is to provide and promote public

welfare by administering th e governmental function of financing affordable

housing in the s tate of Florida. For purposes of this administrative

proceeding, Florida Housing is considered an agency of the s tate of Florida.

2. Arthur Mays is a properly registered business entity in Flo rida and

engaged in the business of providing affordable housing. Arthur Mays

2 On February 15, 2021, Florida Housing referred two other protests to R FA 2020 - 203 to

DOAH, including DOAH Case Nos. 21 - 0611 and 2 1 - 0612 . Florida Housing moved to

consolidate all cases pursuant to Florida Administrative Code Rule 28 - 106.108 , which was

granted . As part of the Order of Consolidation, MHP, who was Petitioner in Case No.

21 - 0612, was joined as a Respondent in Case No. 21 - 0610. MHP subsequently moved to

dismiss its separate, independent action in Case No. 21 - 0612, and continue as a party in

Case No. 21 - 0610. Thereafter, Petitioner in Case No. 21 - 0611 (Hibiscus Gro ve, LP)

voluntarily moved to dismiss its case, and the motion was granted.

submitted an application to RFA 2020 - 203 seeking funding to help finance its

housing redevelopment project in Miami - Dade County known as Arthur

Mays Senior Villas. Arthur Mays ' application was deemed eligible for, but

was not selected for an award of, housing credits under RFA 2020 - 203.

3 . Florida Housing has been designated as the housing credit agency for

the state of Florida within the meaning of section 42(h)(7)(A) of the I nternal

Revenue Code. As such, Florida Housing is authorized to establish

procedures to distribute low - income housing tax credits and to exercise all

powers necessary to administer the allocation of those credits. § 420.5099,

Fla. Stat.

4 . Florida Housin g ' s low - income housing tax credit program (commonly

referred to as " housing credits " or " tax credits " ) was enacted to incentivize the

private market to invest in affordable rental housing. The affordable housing

industry relies heavily on public funding, s ubsidies, and tax credits to

support projects that may not be financially sustainable in light of the sub -

market rents they charge. Because tax credits allow developers to reduce the

amount necessary to fund a housing project, they can (and must) offer the tax

credit property at lower, more affordable rents.

5. As background, Florida Housing uses a competitive solicitation process

to award low - income housing credits. Florida Housing initiates the

solicitation process by issuing a request for applications ( " RFA " ).

§§ 420.507(48) and 420.5093, Fla. Stat.; and Fla. Admin. Code Chapters 67 -

48 and 67 - 60.

6 . The RFA competitive solicitation process begins when Florida Housing

requests its Board of Directors (the " Board " ) to approve Florida Housing ' s

plan for allo cating resources through various RFAs. If the Board approves the

plan, Florida Housing begins work on each individual RFA.

7 . The RFA at issue in this matter is RFA 2020 - 203, entitled " Housing

Credit Financing for Affordable Housing Developments Located i n Miami -

Dade County. " The purpose of RFA 2020 - 203 is to distribute funding to create

affordable housing developments i n Miami - Dade County, Florida . Through

RFA 2020 - 203, Florida Housing intends to provide an estimated

$7,420,440.00 of housing tax financing . Florida Housing ' s goal under RFA

2020 - 203 is to fund developments that qualified for the demographic

commitment of Famil y , Elderly, and Urban Center Designation , selecting one

Applicant per category .

8 . Florida Housing issued RFA 2020 - 203 on August 26, 2020. 3 The RFA

set forth the information each Applicant was required to provide. This

information included a number of submission requirements, as well as a

general description of the type of project that would be considered for

funding.

9 . Applications we re due to Florida Housing by November 17, 2020.

Arthur Mays and MHP both timely applied for funding .

1 0 . Florida Housing appointed a Review Committee from amongst its staff

to evaluate and score the applications. Florida Housing received 50

applications fo r housing credits under RFA 2020 - 203. The Review Committee

reviewed, deemed eligible or ineligible, scored, and ranked applications

pursuant to the terms of RFA 2020 - 203, as well as Florida Administrative

Code C hapters 67 - 48 and 67 - 60, and applicable feder al regulations. 4

11. The Review Committee found 46 applications eligible for funding.

Thereafter, through the ranking and selection process outlined in RFA 2020 -

203, the Review Committee recommended three applications to the Board for

funding for the Fami ly, Elderly, and Urban Center Designation categories.

1 2 . On January 22, 2021, the Board formally approved the Review

Committee recommendations. As part of its determinations, the Board

selected MHP ' s development known as Southpointe Vista for the Urban

3 Florida Housing subsequently modified RFA 2020 - 203 on September 11, October 12, and

November 9, 2020.

4 No protests were made to the specifications or terms of RFA 2020 - 203.

C enter Designation funding. T he Board awarded $2,882,000 in tax credits to

MHP to help finance Southpointe Vista.

13. Arthur Mays protests the Board ' s selection of MHP ' s development

instead of its own. Arthur Mays, the second ranked Applicant for the Urba n

Center Designation, challenges Florida Housing ' s determination of the

eligibility of, and award to, MHP. I f Arthur Mays successfully demonstrates

that Florida Housing erred in accepting, then scoring, MHP ' s application, or

the evidence demonstrates that MHP ' s application was ineligible or

nonresponsive, then Arthur Mays will be entitled to an award of housing

credits instead of MHP. 5

1 4 . Lewis Swezy testified on behalf of Arthur Mays. Mr. Swezy is a

developer in South Florida and has vast experience deve loping major real

estate developments in Miami - Dade County. Mr. Swezy also represented that

he has significant experience with housing credit procurements having

submitted well over 100 applications in response to Florida Housing RFAs.

Mr. Swezy stated tha t Florida Housing has awarded him tax credits on

approximately 20 occasions.

1 5 . Mr. Swezy raised two objections to MHP ' s application. Mr. Swezy

argued that these two alleged deficiencies render MHP ' s application

ineligible for funding. Therefore, Florida Housing should have disqualified

MHP from an award of housing credits under RFA 2020 - 203.

A. One of MHP ' s Principal Entities is not Registered to Transact Business

in Florida as of the Application Deadline :

1 6 . First, Arthur Mays claims that information MHP included on its

Principals of the Applicant and Developer(s) Disclosures Form causes MHP ' s

application to be ineligible for consideration for housing credits. Arthur Mays

specifically complains that one of the Second Level Principals that MHP

identifi es on its Principal Disclosures for the Applicant form (the " Principal

5 N o party alleged that Arthur Mays ' application failed to satisfy all eligibility requirements

or was otherwise ineligible for funding under RFA 2020 - 203.

Disclosures Form " ) is a foreign entity not authorized to do business in

Florida. Arthur Mays argues that Florida law prohibits a corporate entity

who has not obtained a certificate of a uthority from the Florida Department

of State to transact business in Florida from serving as a principal of an

Applicant for housing credits. Consequently, Florida Housing acted contrary

to Florida statutes by considering MHP ' s application for housing cre dits

under RFA 2020 - 203.

17. To set the stage, RFA 2020 - 203 requires an Applicant for housing

credits to produce evidence that it is legally formed in the State of Florida.

Specifically, RFA 2020 - 203 Section Four, A.3.a(2), directs that:

The Applicant mus t be a legally formed entity [i.e.,

limited partnership, limited liability company, etc.]

qualified to do business in the state of Florida as of

the Application Deadline. Include, as Attachment

2 to Exhibit A, evidence from the Florida

Department of State, Division of Corporations, that

the Applicant satisfies the foregoing requirements.

Such evidence may be in the form of a certificate of

status or other reasonably reliable information or

documentation issued, published or made available

by the Florida Dep artment of State, Division of

Corporations.

Thereafter, RFA 2020 - 203 Section Four, A.3.c, entitled " Principals Disclosure

for the Applicant and for each Developer , " provides:

(1) Eligibility Requirements

To meet the submission requirements, upload the

P rincipals of the Applicant and Developer(s)

Disclosure Form (Form Rev. 05 - 2019) ( " Principals

Disclosure Form " ) as outlined in Section Three

above.

* * *

To meet eligibility requirements, the Principals

Disclosure Form must identify, pursuant to

Subsec tions 67 - 48.002(94), 67 - 48.0075(8) and 67 -

48.0075(9), F.A.C., the Principals of the Applicant

and Developer(s) as of the Application Deadline. A

Principals Disclosure Form should not include, for

any organizational structure, any type of entity

that is not specifically included in the Rule

definition of Principals.

For Housing Credits, the investor limited partner

of an Applicant limited partnership or the investor

member of an Applicant limited liability company

must be identified on the Principal Disclos ure

Form.

1 8 . Rule 67 - 48.0075(8) further instructs that:

Unless otherwise stated in a competitive

solicitation, disclosure of the Principals of the

Applicant must comply with the following:

(a) The Applicant must disclose all of the Principals

of the App licant (first principal disclosure level).

* * *

(b) The Applicant must disclose all of the Principals

of all the entities identified in paragraph (a) above

(second principal disclosure level);

(c) The Applicant must disclose all of the Principals

o f all of the entities identified in paragraph (b)

above (third principal disclosure level). Unless the

entity is a trust, all of the Principals must be

natural persons;

1 9 . With its application, MHP submitted a Principals Disclosure Form per

RFA 2020 - 203 Section Four, A.3.c. In the Principal Disclosures for the

Applicant portion, in accordance with rule 67 - 48.0075(8), MHP disclosed

three levels of principals. In the First Principal Disclosure Level, MHP listed

" MHP FL I Manager, LLC " as both a " Manager " a nd " Non - Investor Member "

of MHP. On the Second Principal Disclosure Level, MHP identified the

principals associated with MHP FL I Manager, LLC, to include Archipelago

Housing, LLC ( " Archipelago " ), W. Patrick McDowell 2001 Trust, and Shear

Holdings, LLC. On the Third Principal Disclosure Level, MHP named the

" natural person " principals of Archipelago as Kenneth P. Lee and Michael C.

Lee.

20 . Arthur Mays, through Mr. Swezy, argues that Florida law requires all

principals, i.e., Archipelago, to be legally f ormed entities authorized to do

business in the State of Florida. At the final hearing, Mr. Swezy represented

that Archipelago is legally registered in the State of Delaware. However, as of

the application deadline for RFP 2020 - 203, Archipelago did not hav e a

certificate of authority from the Florida Department of State to operate as a

foreign limited liability company in Florida. Consequently, Florida Housing

should have disqualified and rejected MHP ' s application.

2 1. As legal authority for its position , Arthur Mays asserts that the

provisions of chapter 605 , Florida Statutes, apply to this procurement.

Section 605.0902(1) states:

A foreign limited liability company may not

transact business in this state until it obtains a

certificate of authority from the [Department of

State].

22 . From a philosophical standpoint, Mr. Swezy urged that obtaining

authority to transact business in Florida is more than a mere ministerial act.

A foreign entity that secures the appropriate certification from the

Department o f State must disclose the identities of all of its directors and

officers to the State of Florida. In addition, Mr. Swezy explained that Florida

Housing maintains a " bad actors " list of those persons who are disqualified

from an award of housing credits, s uch as: individuals in arrears to Florida

Housing, individuals with certain felony convictions, and members of the

Florida Housing Board, among others. Because Archipelago did not register

with the Department of State, however, Florida Housing has no effec tive

avenue to confirm whether Archipelago ' s management team (and hence

MHP ' s Third Level Principals) is eligible for an award of housing credits.

Consequently, Florida Housing cannot know for certain whether MHP ' s

Principal Disclosures Form is accurate. F lorida Housing is also ignorant

regarding what persons are actually making business decisions for MHP

and/or its principals.

23 . Mr. Swezy further asserted that, because MHP was not required to

ensure that all its principals (i.e., Archipelago) obtained the necessary

certification to transact business in Florida, MHP gained a competitive

advantage over other Applicants who fully disclosed all their management

team members. MHP garnered an unfair advantage because Florida Housing

could more easily verify c orporate information on other Applicants ' principals

who were registered with the State of Florida.

B. MHP ' s Site Control Documentation Contains a Material

Misrepresentation :

2 4. Second, Mr. Swezy questioned whether MHP ' s site control

documentation compli es with RFA 2020 - 203 requirements. Specifically,

Mr. Swezy asserted that MHP made a " material misrepresentation " in its

application by artificially increasing the cost of the land it purchased for its

development. This maneuver allegedly allowed MHP to req uest a higher

amount of housing credits. Therefore, Mr. Swezy insisted that MHP ' s

improper distortion of the price of its property should render its application

ineligible for tax credit funding. See § 420.518(1)(a), Fla. Stat.

25 . For the legal authority behind his argument, Mr. Swezy pointed to

RFA 2020 - 203 Section Four, A.7, which required an Applicant to establish

control over its development site. Under RFA 2020 - 203 Section Four, A.7.a,

an Applicant demonstrated site control by submitting documentation

showing " that it is a party to an eligible contract or lease, or is the owner of

the subject property. "

26 . MHP, to demonstrate evidence of its site control, included in its

application an Agreement, dated November 15, 2020, wherein MHP agreed to

buy cer tain real property from McDowell Acquisitions, LLC ( " McDowell " ), for

a purchase price of $7,000,000. As revealed in an " Underlying Contract "

dated October 22, 2020, McDowell acquired the property from Cutler Ridge

Investment Group, LLC ( " Cutler Ridge " ), al so for the amount of $7,000,000.

27 . The property McDowell bought from Cutler Ridge consists of a two -

acre parcel of land that was divided into two separate lots. However, the

subsequent sale between MHP and McDowell, only involved one of the two

lots. 6 Consequently, Mr. Swezy decried the fact that MHP agreed to pay

$7,000,000 for a piece of property that was worth half that amount one month

earlier. Compounding this turn of events, MHP, in its application, reported

the " Total Land Cost " of its one - acre d evelopment (Southpointe Vista) as

$7,000,000.

28 . Mr. Swezy argued that the two " eligible contracts " evince that MHP

misrepresented the value for the land on which it intends to construct

Southpointe Vista ($7,000,000 versus $3,500,000). Furthermore, based on

this manipulation of the purchase price, Mr. Swezy asserts that MHP will be

unjustly enriched by an additional $300,000 in housing credits annually (or

over three million dollars in the aggregate) in excess of what it should receive

from Florida Housin g had MHP reported the true value of the land on which

it will locate its development.

29 . Mr. Swezy stated that Arthur Mays computed the alleged housing

credit overpayment using what he referred to as the " gap calculation "

formula. Mr. Swezy explained th at MHP sought $2,882,000 in housing

credits, which was the maximum amount available under RFA 2020 - 203. See

RFP 2020 - 203 Section Four, A.10(1)(a). Mr. Swezy contended that the " gap

calculation " formula indicates that if MHP recorded the " true " cost of its

6 Mr. Swezy remarked that the other one - acre lot was attached to another application for

RFA 2020 - 203 f rom MHP MD Senior I, LLLP ( " MHP Senior " ), which shares some of the

same principals with MHP. MHP Senior submitted a n application for a project called

Southpointe Senior. (The Southpointe Senior application was not selected for funding by

Florida Housing.) MHP Senior also reported the total value of its one - acre piece of property

as $7,000,000.

property ($3,500,000), then MHP would have been awarded only $2,517,380

in housing credits for Southpointe Vista. 7

30 . Based on MHP ' s material misrepresentation, Mr. Swezy argues that

Florida Housing should have deemed MHP ' s application ineligible for fun ding

under RFA 2020 - 203. Instead, Florida Housing should have awarded housing

credits to Arthur Mays as the next eligible Applicant. Otherwise, Florida

Housing will be allowing MHP to receive an undeserved financial windfall.

3 1 . Florida Housing, in suppo rt of its intended award to MHP, presented

the testimony of Marisa Button. Ms. Button is Florida Housing ' s Director of

Multifamily Allocations. In her job, Ms. Button oversees Florida Housing ' s

RFA process. At the final hearing, Ms. Button testified that F lorida Housing

appropriately deemed MHP ' s application for Southpointe Vista eligible for

funding.

32 . Ms. Button agreed with Mr. Swezy that RFA 2020 - 203 required the

Applicant (MHP) to demonstrate that it is a legally formed entity qualified to

do business in the State of Florida. (Which MHP did. 8 ) However, she advised

that no language in chapter 420 , chapter 67 - 48, or the RFA explicitly requires

the Applicant to establish that its principals were also qualified to do

business in Florida. Ms. Button specifi cally pointed to the language of RFA

2020 - 203 Section Four, A.3.a(2) , which only directs the " Applicant " (and the

" Developer entity " ) to be " a legally formed entity È qualified to do business

in the state of Florida as of the Application Deadline. " See als o RFP 2020 - 203

Section Five, A.1.

33 . Conversely, Ms. Button testified that Florida Housing has never

enacted or imposed a requirement that principals, other than the Applicant

7 As described in his testimony, t he gap calculation determines the " gap need " between the

total cost of the housing project and the housing credit financing actually needed to make the

housing project feasible.

8 MHP filed to operate as a limited liability company with the Florida Department of State

on October 9, 2020.

itself, must register to transact business in Florida. The only related

provisi on of RFA 2020 - 203 that applies to principals required that:

[t]he Applicant, the Developer and all Principals

are in good standing among all other state agencies

and have not been prohibited from applying for

funding . [ 9 ]

Since the information in MHP ' s a pplication reported that Archipelago was

legally formed to operate in the State of Delaware, Ms. Button relayed that

Florida Housing was satisfied that MHP met this condition at the time of the

application deadline. Although, Ms. Button conceded that Flori da Housing

did not independently verify the veracity of MHP ' s Principal Disclosures

Form. Instead, Florida Housing accepted MHP ' s application as valid on its

face (as it did for all Applicants).

34 . As Mr. Swezy commented, Ms. Button articulated that the purpose

behind the Principal Disclosures Form is to allow Florida Housing the means

to survey all names associated with an application to ensure that no principal

(or Applicant or Developer) is included on Florida Housing ' s " bad actors " list.

Such ent ities, which would include companies or individuals who owe

arrearages to Florida Housing or have taken part in certain criminal

activities, are prohibited from participating in a competitive solicitation for

housing credits. See Fla. Admin. Code R. 67 - 48. 004(2). Consequently, an

Applicant that does not fully disclose or misrepresents its principals may be

rendered ineligible for an award through an RFA.

35 . Regarding MHP ' s application, Ms. Button was not aware of any

principal identified on MHP ' s Principa l Disclosures Form (particularly

Archipelago) who was precluded from participating in RFA 2020 - 203.

36 . To further support her position, Ms. Button relayed that Florida

Housing faced a similar situation in the case of Heritage Village Commons,

Ltd v. Fl orida Housing Finance Corporation , FHFC Case No. 2012 - 013 - UC

(Fla. FHFC RO May 23, 2012; FO June 8, 2012). In Heritage Village ,

following an informal hearing under section 120.57(2), Florida Housing

ultimately determined that neither the administrative rul es (at that time)

nor the relevant solicitation specifications required the Developer of an

Applicant to be a legally formed entity in the State of Florida. Florida

Housing reasoned that, because the governing law did not require the

Developer to be a lega lly formed entity, Florida Housing could not penalize

the applicant " for failure to comply with a nonexistent rule. "

37 . Ms. Button advanced that Heritage Village offers an instructive

analysis to apply to the present matter. Ms. Button further commented that

Florida Housing believes that Heritage Village creates a precedent that it

should follow regarding the legal status of a principal of an RFA Applicant.

38 . Regarding the applicability of chapter 605, Ms. Button asserted that

chapter 605 does not cont rol Florida Housing ' s competitive solicitation

process. Instead, procurements involving housing credits are governed by the

provisions of chapter 420, which do not contain any requirement that an

Applicant ' s principals must be registered to transact busine ss in the s tate of

Florida. Ms. Button maintained that the specific language of section

605.0902(1) does not dictate who may receive housing credits under chapter

420 or c hapters 67 - 48 and 67 - 60. Neither has Florida Housing incorporated

section 605.0902 in to the RFA competitive solicitation process. Similarly,

Ms. Button stated that the terms of RFA 2020 - 203 only required MHP as the

Applicant, as well as Southpointe Vista ' s Developer, to be legally formed

entities qualified to do business in the state of Fl orida, not Archipelago, as

one of MHP ' s Second Level Principals.

39 . Finally, Ms. Button testified that whether MHP ' s principals were

officially registered to transact business in Florida was not considered during

the scoring of RFA 2020 - 203. Therefore, th e fact that Archipelago was

9 See RFA 2020 - 203, Applicant Certification and Acknowledgement Form ( " Certification and

Acknowled gement Form " ), para. 13.

registered in the State of Delaware, not Florida, did not have any impact on

Florida Housing ' s selection of MHP ' s application for housing credits. Neither

did it somehow give MHP ' s application a competitive advantage.

40 . Accord ingly, because Florida Housing ' s governing statutes,

administrative rules, and the RFA 2020 - 203 specifications did not

independently require an Applicant ' s principals to be registered to transact

business in the State of Florida, Ms. Button took the positi on that MHP ' s

application is eligible for funding, despite Archipelago ' s legal status in

Florida as of the application deadline. Therefore, since MHP disclosed the

required information regarding its principals in its application, Ms. Button

declared that F lorida Housing ' s decision to award housing credits to MHP did

not contravene applicable law.

4 1. Regarding Arthur Mays ' claim that MHP ' s application should be

disqualified for misrepresenting the cost of the land MHP intends to use for

its housing site, Ms . Button relayed that the property cost of a development ' s

location has no relation to an Applicant ' s eligibility for housing credits.

Therefore, the fact that MHP allegedly represented that its development

property cost twice its actual value is not a " ma terial " representation that

would affect Florida Housing ' s award of tax credits. Ms. Button explained

that Florida Housing only reviews the land cost during the credit

underwriting phase, which occurs after the competitive solicitation process is

complet ed. 10 Consequently, the cost for MHP to obtain the Southpointe Vista

property had no bearing on the Review Committee ' s evaluation of its

application for tax credits under RFA 2020 - 203.

42 . Expanding on her testimony, Ms. Button initially expressed that the

cost of purchasing land is not an " eligible cost " that Florida Housing

considers in determining whether an Applicant qualifies for housing credits.

In practice, an Applicant is required to submit with their application

information regarding its " Total Land Cost " on a Development Cost Pro

Forma form (the " Development Cost Form " ). See RFA 2020 - 203 Section Four,

A.10.c, and Fla. Admin. Code R. 67 - 48.0075(3). The Development Cost Form

reports an Applicant ' s funding " sources/uses. " In layman ' s terms, to provide

Florida Housing a better understanding of the financial viability of its

housing development, the Applicant completes the Development Cost Form to

identify its funding " sources, " as well as the anticipated expenses (i.e., " uses " )

of bringing its developmen t to fruition. If an Applicant shows that its

" sources " equal or exceed its " uses, " then the Development Cost Form

demonstrates to Florida Housing that an Applicant ' s development is

financially feasible.

43 . MHP, on its Development Costs Form, wrote that its Total Land Cost

was $7,000,000 (as attested by Mr. Swezy). MHP included this figure in

calculating its Total Development Cost, which MHP anticipated would reach

10 See RFA 2020 - 203 Section Four, A.7.a, which states that Florida Housing:

[W]ill not review the site control documentation that is

submitted with the Site Control Certification form during the

scoring process unless there is a re ason to believe that the

form has been improperly executed, nor will it in any case

evaluate the validity or enforceability of any such

documentation. During scoring the Corporation will rely on

the properly executed Site Control Certification form to

dete rmine whether an Applicant has met the requirement of

this RFA to demonstrate site control. È During credit

underwriting, if it is determined that the site control

documents do not meet the above requirements, [Florida

Housing] may rescind the award.

a combined amount of $41,747,241. On the other side of the ledger, MHP

reported that its an ticipated funding sources equaled $45,704,400. Based on

these numbers, Ms. Button relayed that MHP showed that its development

carries a funding surplus of $3,957,159. Therefore, MHP demonstrated that

its housing development, Southpointe Vista, is financia lly feasible.

(Conversely, if MHP ' s Development Cost Form revealed a funding shortfall,

i.e., that the costs ( " uses " ) to develop Southpointe Vista exceeded the funding

" sources, " then Florida Housing would have had serious concerns regarding

the developmen t ' s financial health, which would have led to Florida Housing

finding MHP ineligible for funding.)

44 . Regarding Arthur Mays ' allegation that MHP doubled the actual cost

of its land from $3,500,000 to $7,000,000, Ms. Button was not alarmed that

MHP may hav e overstated the value of the property on which it intends to

locate Southpointe Vista. Because MHP reported a funding surplus,

Ms. Button stated that even if the actual cost of the land was half of what

MHP reported ($3,500,000), MHP still would have repo rted a funding surplus

for its project. (In fact, the surplus would have been $3,500,000 larger.)

Consequently, Ms. Button contended that the fact that MHP may have

overvalued the cost of its property on its Development Cost Form did not

affect MHP ' s eligi bility for housing credits under the terms of RFA 2020 - 203.

45 . Further, Ms. Button rejected Arthur Mays ' charge that by increasing

its land cost, MHP was able to improperly request a larger tax credit.

Ms. Button relayed that after Florida Housing select s an application for

award of housing credits, the Applicant is invited to enter the credit

underwriting process. During this stage, Florida Housing underwriters will

evaluate the application to ensure that it complies with all RFA eligibility

requiremen ts. 11 As part of this review, a property appraisal report will

typically be ordered to calculate the impact of the land cost on the Applicant ' s

development. The credit underwriters also specifically assess the " gap

calculation result " in recommending the ac tual housing credit allocation. See

Fla. Admin. Code R. 67 - 48.0072(28)(e), (f), and (g) and 67 - 48.0075(3).

Ms. Button reemphasized that the property cost for MHP ' s development is

only considered during the credit underwriting phase, not during the scoring

of its application.

46 . Ms. Button expressed that based on the results of the credit

underwriting review, the total tax credits that MHP requested for

Southpointe Vista are not necessarily the amount that it will receive.

Ms. Button relayed that if credit underwriting determines that an award of

housing credits to MHP would be inappropriate based on the circumstances,

or that MHP materially misrepresented information in its application, then

Florida Housing would likely reduce, if not completely reject, the award of

housing credits for MHP ' s development.

47 . Finally, Ms. Button reiterated that the development property cost that

MHP associated with Southpointe Vista had no bearing on the Review

11 Flo rida Housing ' s credit underwriting procedures are described in rule 67 - 48.0072, which

provides:

Credit underwriting is a de novo review of all information

supplied, received or discovered during or after any

competitive solicitation scoring and funding preference

process, prior to the closing on funding È The success of an

Applicant in being selected for funding is not an indication

that the Applicant will receive a positive recommendation

from the Credit Underwriter or that the Development team ' s

experi ence, past performance or financial capacity is

satisfactory. The credit underwriting review shall include a

comprehensive analysis of the Applicant, the real estate , the

economics of the Development, the ability of the Applicant

and the Development team t o proceed, the evidence of need

for affordable housing in order to determine that the

Development meets the program requirements and determine

a recommended È H ousing Credit allocation amount È , if

any . (emphasis added)

Committee ' s evaluation of its application. The Review Committe e did not

consider land acquisition cost when it scored MHP ' s application. Therefore,

Ms. Button maintained that the fact that MHP listed its Total Land Cost as

$7,000,000 did not give MHP a competitive advantage. Neither did the fact

that MHP may have ove rstated its Total Land Cost by $3,500,000 increase its

chance of winning the housing credits. Consequently, the numbers MHP

listed on its Development Costs Form did not adversely prejudice other

Applicants. Neither did they provide MHP a scoring benefit du ring the

competitive solicitation process. Ms. Button asserted that MHP ' s Total Land

Cost did not have any impact on Florida Housing ' s decision to select MHP ' s

development for award of tax credits under RFA 2020 - 203.

48 . Ms. Button also testified that RFA 2020 - 203 did not require applicants

to provide a property appraisal to substantiate the land cost recorded on the

Development Cost Form. She further added that no evidence shows that

MHP ' s agreement to purchase the property from McDowell was an invalid

co ntract, or that $7,000,000 was not a reasonable price for the one - acre lot for

Southpointe Vista. Consequently, Ms. Button contended that the fact that

MHP may have inflated the cost of its development site to twice its actual

value is not a " material " rep resentation that affected Florida Housing ' s

award of tax credits to MHP.

49 . Ms. Button ' s explanation detailing why MHP ' s application was eligible

for consideration for housing credits under RFA 2020 - 203 is credible and is

credited. Ms. Button persuasivel y testified that the information MHP

included in its application legally complied with RFA requirements and

allowed Florida Housing to effectively evaluate its request for funding for its

housing development. Ms. Button further capably refuted Arthur Mays '

allegation that MHP somehow received a competitive advantage during the

solicitation process.

50 . Accordingly, based on the evidence in the record, Arthur Mays did not

demonstrate, by a preponderance of the evidence, that Florida Housing ' s

award of hous ing credits to MHP was clearly erroneous, contrary to

competition, arbitrary, or capricious. Therefore, Arthur Mays did not meet its

burden of proving that Florida Housing ' s intended award of housing credit

funding to MHP under RFA 2020 - 203 was contrary to its governing statutes,

rules or policies, or the solicitation specifications.

C ONCLUSIONS OF L AW

51 . DOAH has jurisdiction over the subject matter and the parties to this

competitive procurement protest pursuant to sections 120.569, 120.57(1), and

12 0.57(3). See also Fla. Admin. Code R. 67 - 60.009(2).

5 2 . Arthur Mays challenges Florida Housing ' s selection of MHP ' s

application for an award of housing credit funding under RFA 2020 - 203.

Pursuant to section 120.57(3)(f), the burden of proof in this matter rests with

Arthur Mays as the party protesting the proposed agency action. See State

Contracting & Eng ' g Corp. v. Dep ' t of Transp. , 709 So. 2d 607, 609 (Fla. 1st

DCA 1998). Section 120.57(3)(f) further provides that in a bid protest:

[T]he administrative l aw judge shall conduct a de

novo proceeding to determine whether the agency ' s

proposed action is contrary to the agency ' s

governing statutes, the agency ' s rules or policies, or

the solicitation specifications. The standard of

proof for such proceedings sh all be whether the

proposed agency action was clearly erroneous,

contrary to competition, arbitrary, or capricious.

53 . The phrase " de novo proceeding " in section 120.57(3)(f) describes a

form of intra - agency review. The purpose of the administrative law judge ' s

( " ALJ " ) review is to " evaluate the action taken by the agency. " J.D. v. Fla.

Dep ' t of Child. & Fams. , 114 So. 3d 1127, 1132 (Fla. 1st DCA 2013); and State

Contracting , 709 So. 2d at 609. A de novo proceeding " simply means that

there was an evidenti ary hearing ... for administrative review purposes " and

does not mean that the ALJ " sits as a substitute for the [agency] and makes a

determination whether to award the bid de novo . " J.D. , 114 So. 3d at 1133;

Intercontinental Props., Inc. v. Dep ' t of Healt h & Rehab. Servs ., 606 So. 2d

380, 386 (Fla. 3d DCA 1992). " The judge may receive evidence, as with any

formal hearing under section 120.57(1), but the object of the proceeding is to

evaluate the action taken by the agency. " State Contracting , 709 So. 2d a t

609.

5 4. Accordingly, Arthur Mays, as the party protesting the intended award,

must prove, by a preponderance of the evidence, that Florida Housing ' s

proposed action is either: (a) contrary to its governing statutes; (b) contrary to

its rules or policies ; or (c) contrary to the specifications of RFA 2020 - 203. The

standard of proof that Arthur Mays must meet to establish that Florida

Housing ' s intended award violates this statutory standard of conduct is that

Florida Housing ' s decision was: (a) clearly err oneous; (b) contrary to

competition; or (c) arbitrary or capricious. §§ 120.57(3)(f) and 120.57(1)(j),

Fla. Stat.; and AT&T Corp. v. State, Dep ' t of Mgmt. Servs. , 201 So. 3d 852,

854 (Fla. 1st DCA 2016).

5 5 . The " clearly erroneous " standard has been define d to mean " the

interpretation will be upheld if the agency ' s construction falls within the

permissible range of interpretations. " Colbert v. Dep ' t of Health , 890 So. 2d

1165, 1166 (Fla. 1st DCA 2004). A factual determination is " clearly

erroneous " when the reviewer is " left with a definite and firm conviction that

[the fact - finder] has made a mistake. " Tropical Jewelers Inc. v. Bank of Am.,

N.A. , 19 So. 3d 424, 426 (Fla. 3d DCA 2009); see also Holland v. Gross , 89 So.

2d 255, 258 (Fla. 1956)(when a finding of fact by the trial court " is without

support of any substantial evidence, is clearly against the weight of the

evidence or ... the trial court has misapplied the law to the established facts,

then the decision is ' clearly erroneous. '" ).

5 6. An agency act ion is " contrary to competition " if it unreasonably

interferes with the purpose of competitive procurement. As described in

Wester v. Belote , 138 So. 721, 723 - 24 (Fla. 1931):

[T]he object and purpose [of the bidding process] È

is to protect the public aga inst collusive contracts;

to secure fair competition upon equal terms to all

bidders; to remove not only collusion but

temptation for collusion and opportunity for gain at

public expense; to close all avenues to favoritism

and fraud in its various forms; t o secure the best

values ... at the lowest possible expense; and to

afford an equal advantage to all desiring to do

business ... , by affording an opportunity for an

exact comparison of bids.

In other words, the " contrary to competition " test forbids agen cy actions that:

(a) create the appearance and opportunity for favoritism; (b) reduce public

confidence that contracts are awarded equitably and economically; (c) cause

the procurement process to be genuinely unfair or unreasonably exclusive; or

(d) are ab uses, i.e., dishonest, fraudulent, illegal, or unethical. See § 287.001,

Fla. Stat.; and Harry Pepper & Assoc. v. City of Cape Coral , 352 So. 2d 1190,

1192 (Fla. 2d DCA 1977).

5 7. Finally, section 120.57(3)(f) requires an agency action be set aside if it

is " arbitrary, or capricious. " An " arbitrary " decision is one that is " not

supported by facts or logic, or is despotic. " Agrico Chemical Co. v. Dep ' t of

Envtl. Reg. , 365 So. 2d 759, 763 (Fla. 1st DCA 1978), cert. denied , 376 So. 2d

74 (Fla. 1979). A " capr icious " action is one which is " taken without thought or

reason or irrationally. " Id. See also Hadi v. Liberty Behav . Health Corp. , 927

So. 2d 34, 40 (Fla. 1st DCA 2006).

5 8. To determine whether an agency acted in an " arbitrary " or " capricious "

manner, co nsideration must be given to " whether the agency: (1) has

considered all relevant factors; (2) given actual, good faith consideration to

the factors; and (3) has used reason rather than whim to progress from

consideration of these factors to its final deci sion. " Adam Smith Enter. v.

Dep ' t of Envtl. Reg. , 553 So. 2d 1260, 1273 (Fla. 1st DCA 1989). The standard

has also been formulated by the court in Dravo Basic Materials Co. v.

Department of Transportation , 602 So. 2d 632, 632 n.3 (Fla. 2d DCA 1992), as

fol lows: " If an administrative decision is justifiable under any analysis that a

reasonable person would use to reach a decision of similar importance, it

would seem that the decision is neither arbitrary nor capricious. "

59 . Florida Housing ' s governing statu tes, rules , or policies include section

420.518, which states:

(1) An applicant È may be precluded from

participation in any [Florida Housing] program if

the applicant È has:

(a) Made a material misrepresentation or engaged

in fraudulent actions in connec tion with any

corporation program.

60 . In addition, pursuant to its rulemaking authority under section

420.507(12), Florida Housing adopted chapter 67 - 60 to administer the

competitive solicitation process. According to rule 67 - 60.006(1):

The failure of an Applicant to supply required

information in connection with any competitive

solicitation pursuant to this rule chapter shall be

grounds for a determination of nonresponsiveness

with respect to its Application. If a determination

of nonresponsiveness is made by [Florida Housing],

the Application shall be considered ineligible.

61 . Finally, RFA 2020 - 203 Section Three, F.3, provides that, by applying,

each Applicant certifies that:

Proposed Developments funded under this RFA will

be subject to the requirem ents of the RFA, inclusive

of all Exhibits, the Application requirements

outlined in Rule Chapter 67 - 60, F.A.C., the

requirements outlined in Rule Chapter 67 - 48,

F.A.C. and the Compliance requirements of Rule

Chapter 67 - 53, F.A.C.

The Merits of Arthur May s ' Protest:

62 . Turning to the merits of Arthur Mays ' protest, the undersigned

concludes that Florida Housing ' s decision to award housing credits under

RFA 2020 - 203 to MHP is not contrary to its governing statutes, rules or

policies, or the solicitation sp ecifications. The evidence presented at the final

hearing shows that MHP ' s application complied with the applicable statutes,

rules, and criteria set forth in the RFA, and was fully eligible to receive

funding under RFA 2020 - 203. Accordingly, Florida Housi ng ' s intended award

to MHP for the Southpointe Vista development was not clearly erroneous,

contrary to competition, arbitrary, or capricious and should not be

overturned.

63 . Regarding the specific allegations, Arthur Mays did not prove that

MHP ' s applica tion is ineligible for housing credits based on the fact that

MHP ' s principal, Archipelago, was not legally registered to transact business

in the State of Florida as of the application deadline. The applicable legal

authority supports Ms. Button ' s testimo ny that neither Florida Housing ' s

governing statutes, rules, policies, nor the solicitation specifications require

an Applicant ' s principal to obtain a certificate of authority from the Florida

Department of State prior to applying for funding.

64 . Under rule 67 - 48.002(9), an " Applicant " is defined as :

[a]ny person or legal entity of the type and with the

management and ownership structure described

herein that is seeking a loan or funding from

[Florida Housing] by submitting an Application or

responding to a competitive solicitation pursuant to

rule Chapter 67 - 60, F.A.C., for one or more of

[Florida Housing ' s] programs.

RFA 2020 - 203 Section Four, A.3.a(2), directs that:

The Applicant must be a legally formed entity

qualified to do business in the state of Florida as of

the Application Deadline.

65 . Rule 67 - 48.002(94)(c) separately defines " Principal " as:

For a limited liability company, each manager and

each member of the limited liability company.

Rule 67 - 48.002(94) requires that a principal " must be a legally formed entity

as of the Application deadline. "

66 . In this case, MHP is the Applicant. Therefore, pursuant to RFA 2020 -

203 Section Four, A.3.a(2), MHP is required to be " a legally formed entity È

qualified to do business in the state of Florid a. " Archipelago on the other

hand is only a principal of MHP. Unlike the Applicant, no provision of rule

67 - 48.002, or any other governing statute, rule, or RFA 2020 - 203

specification directs that a principal must be held to the same standard as an

Applica nt regarding the state in which it is authorized to conduct business.

The only applicable legal authority, rule 67 - 48.002(94), simply requires a

principal to " be a legally formed entity as of the Application deadline. " The

testimony at the final hearing ev inces that Archipelago was legally formed in

the State of Delaware at the time MHP applied for housing credits. Based on

this fact, the information MHP included on its Principals Disclosure Form

met all necessary eligibility prerequisites for an award of h ousing credits.

67 . The undersigned is not persuaded by Arthur Mays ' argument that the

phrase " good standing among all other state agencies " included in the RFA

2020 - 203 Certification and Acknowledgement Form should be interpreted to

mean that a principal must be " qualified to do business in the state of

Florida " as that statement is used in RFA 2020 - 203 Section Four, A.3.a(2).

Ms. Button persuasively testified that Florida Housing intended this

provision to direct that a principal (and the Applicant and De veloper) must

be in good standing with the housing finance agencies of other states, not

other Florida state agencies (such as the Florida Department of State). 12

Similarly, the undersigned does not conclude that Archipelago is " transacting

business " unde r section 605.0902(1) by virtue of being listed as a principal on

an application for housing credit financing pursuant to chapter 420 and rule

67 - 48.

68 . Further bolstering Florida Housing ' s decision to award funding to

MHP is its reliance on the preceden t it set in Heritage Village . As recounted

by Ms. Button, Heritage Villa ge involved a similar question regarding

whether a Developer should be a legally formed entity as of the application

deadline based on the operative procurement instructions. Florida H ousing

ultimately concluded that the Applicant should not be penalized " for failure

to comply with a nonexistent rule. " Heritage Village, RO at 7. Ms. Button

cogently reasoned that, in light of its decision in Heritage Village , if Florida

Housing deemed MH P ' s application ineligible for the reasons advanced by

Arthur Mays, Florida Housing would be enforcing a nonexistent rule or

specification. Consequently, Florida Housing would be making a decision that

was not only contrary to its own precedent, but arguab ly arbitrary,

capricious, and/or erroneous. 13

12 See , e.g. , Madison Landing II, LL C v. Fla . Hous . Fin . Corp . , Case No.

21 - 0146BID (Fla. DOAH Mar . 29, 2021; FHFC Apr . 30, 2021), at pg. 16 - 17 , wherein Judge B.

Finkbeiner reached the well reasoned conclusion that:

To conflate the phrase " in good standing among all other state

agencies " w ith " legally formed entity " would negate the

drafters ' decision to use different phrases in different parts of

the RFA. Use of the words " in good standing with all other

state agencies, " with respect to Principals, signals that the

language means something different.

13 The undersigned likewise favorably notes Judge Finkbeiner ' s conclusion in Madison

Landing which considered the effect of Heritage Village on a n analogous fact pattern. Judge

Finkbeiner opined that, " Florida Housing is statutorily required to follow its own stated policy

or prior practice, pursuant to section 120.68(7)(e)3. È Florida Housing ' s reliance on Heritage

Village remains valid despite changes in the process and governing law. " Madison Landing ,

at pg. 16 - 17.

69 . Finally, Ms. Button persuasively attested that MHP did not gain a

competitive advantage due on the fact that Archipelago was not registered to

do business in Florida. Ms. Button credibly explained that th e Review

Committee did not consider whether the principals of any Applicant officially

registered to transact business in Florida when it scored the applications.

Therefore, Florida Housing did not act " contrary to competition " by

evaluating MHP ' s applicat ion for housing credits.

70 . Accordingly, as to Arthur Mays ' first argument, the undersigned

concludes that the fact that one of MHP ' s principals was not " qualified to do

business in the state of Florida as of the Application Deadline " did not render

MHP ' s application ineligible for funding under RFA 2020 - 203. On the

contrary, based on the weight of the credible evidence, as well as the

language of RFA 2020 - 203 and the governing statute s and rules, Florida

Housing did not contravene the applicable legal au thority through the

process by which it determined that MHP ' s application was eligible for an

award of housing credits.

71 . As to Arthur Mays ' second point, Arthur Mays also failed to prove that

Florida Housing should not have considered MHP ' s application due to a

" material misrepresentation " regarding the Total Land Cost of its

development. On the contrary, Ms. Button persuasively testified that the

amount MHP reported as its Total Land Cost ($7,000,000) had no effect on

Florida Housing ' s selection of Sout hpointe Vista for funding. Ms. Button

credibly established that its Review Committee did not consider the property

cost of MHP ' s development when it scored MHP ' s application. Instead, as

Ms. Button convincingly explained, the Total Land Cost is analyzed du ring

the credit underwriting phase, which only occurs after the competitive

solicitation process is completed. Ms. Button further effectively represented

that the fact that MHP reported its Total Land Cost as $7,000,000 was not a

" material " representation in that the figure stated did not provide MHP ' s

application a competitive or unfair advantage.

7 2 . Accordingly, based on the testimony introduced at the final hearing,

Florida Housing presented the more persuasive evidence that the amount

MHP wrote as its Total Land Cost did not render its application ineligible.

Consequently, Florida Housing was free to consider MHP ' s application in

accordance with the terms and conditions of RFA 2020 - 203. Therefore, as a

matter of law, Florida Housing is entitled to proc eed with the award of

housing credits to MHP.

73 . In sum, based on the evidence and testimony in the record, Arthur

Mays did not demonstrate that Florida Housing ' s award of housing credits

under RFA 2020 - 203 was made in a manner that was clearly erroneous ,

contrary to competition, arbitrary, or capricious. At the final hearing, Florida

Housing articulated good faith factual and legal reasons why MHP ' s principal

(Archipelago) did not need to be registered to transact business in the State

of Florida as of t he application deadline. Further, Florida Housing

persuasively explained why the amount MHP reported as its Total Land Cost

($7,000,000) was not a " material misrepresentation " that required Florida

Housing to disqualify MHP ' s application for consideration for funding.

Finally, Arthur Mays did not prove that Florida Housing provided MHP an

unfair competitive advantage when it considered, then selected, its

application. Consequently, Arthur Mays did not meet its burden of proving

that Florida Housing ' s decisi on to award housing credits to MHP for the

Southpointe Vista development is contrary to Florida Housing ' s governing

statutes, rules, or policies, or the solicitation specifications. Therefore, no

legal basis exists to set aside Florida Housing ' s award to M HP.

R ECOMMENDATION

Based on the foregoing Findings of Fact and Conclusions of Law, it is

R ECOMMENDED that the Florida Housing Finance Corporation enter a final

order dismissing the protest of Arthur Mays. It is further recommended that

the Florida Housin g Finance Corporation select MHP ' s application as the

recipient of housing credit funding for the Urban Center Designation under

RFA 2020 - 203.

D ONE A ND E NTERED this 26th day of May , 2021 , in Tallahassee, Leon

County, Florida.

S

J. B RUCE C ULPEPPER

Administrative Law Judge

1230 Apalachee Parkway

Tallahassee, Florida 32399 - 3060

(850) 488 - 9675

www.doah.state.fl.us

Filed with the Clerk of the

Division of Administrative Hearings

this 26th day of May , 2021 .

C OPIES F URNISHED :

Seann M. Frazier, Esquire Tiffany A. Roddenberry, Esquire

Parker, Hudson, Rainer & Dobbs, LLP Holland & Knight, LLP

Suite 750 Suite 600

215 South Monroe Street 315 South Calhoun Street

Tallahassee, Florida 32301 Tallahassee, Florida 32301

Lawrence E. Sellers, Jr., Esquire Jeffrey Stephen Woodburn, Esquire

Holland & Knight, LLP Woodburn & Maine

Suite 600 204 South Monroe Street

315 South Calhoun Street Suite 201

Tallahassee, Florida 32301 Tallahassee, Florida 32301

Christoph er Dale McGuire, Esquire Kristen Bond Dobson, Esq uire

Florida Housing Finance Corporation 215 South Monroe Street Suite , 750

Suite 5000 Tallahassee, Florida 32301

227 North Bronough Street

Tallahassee, Florida 32301 Corporation Clerk

Florida Housing Finance Corporation

227 North Bronough Street , Suite 5000

Tallahassee, Florida 32301 - 1329

Jason L. Maine, General Counsel Hugh R. Brown, Gen eral Counsel

Woodburn & Maine, Attorneys at Law Florida Housing Finance Corp oration

204 South Monroe St 227 North Bronough Street , Suite 5000

Suite 201 Tallahassee, Florida 32301 - 1329

Tallahassee, Florida 32301

N OTICE OF R IGHT T O S UBMIT E XCEPTIONS

All parties have the right to submit written exceptions within 1 0 days from

the date of this Recommended Order. Any exceptions to this Re commended

Order should be filed with the agency that will issue the Final Order in this

case.