00. List of Closing Documents - Vista Breeze
4895-7067-4822.5
$32,500,000
HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA
MULTIFAMILY HOUSING REVENUE NOTE, SERIES 2023
(VISTA BREEZE)
CLOSING DOCUMENTS
December 15, 2023
NOTE DOCUMENTS
1. Funding Loan Agreement (Construction Phase)
2. Construction Phase Borrower Loan Agreement
3. Land Use Restriction Agreement
4. Specimen Governmental Note (with Amortization Schedule)
5. Receipt for Governmental Note (Lender)
6. Receipt for Construction Phase Project Loan Note (Fiscal Agent)
7. Initial Purchaser Representations Letter
8. Truth-in-Bonding and Disclosure (Lender)
CONSTRUCTION PHASE LOAN DOCUMENTS
9. Construction Disbursement Agreement
10. Construction Phase Project Loan Note and Allonge
11. Guaranty Agreement
12. Environmental Indemnification and Release Agreement
13. Assignment of Management Agreement and Subordination of Management Agreement and
Management Fees
14. Collateral Assignment and Pledge of Developer Fees (APC)
15. Collateral Assignment and Pledge of Developer Fees (HACMB)
16. Collateral Assignment and Pledge of Partnership Interests (APC)
17. Collateral Assignment and Pledge of Partnership Interests (HACMB)
18. Investor Equity Assignment
19. Assignment of Contracts
20. (a) AHAP Contract
(b) Assignment of AHAP Contract
21. Consent to Assignment of AHAP Contract
22. Architect’s Consent and Certificate
23. Contractor’s Consent and Certificate
24. Borrower and Managing GP Affidavit
25. Administrative GP Affidavit
26. Guarantor Affidavit (Cohen)
27. Guarantor Affidavit (Cohen Trust)
28. General Contractor Affidavit
29. Development Budget Certification
30. Insurance Anti-Coercion Statement
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PERMANENT PHASE LOAN DOCUMENTS
31. Forward Purchase Agreement
32. Form of Amended and Restated Funding Loan Agreement
33. Form of Amended and Restated Borrower Loan Agreement
34. Forward Commitment Fee Guaranty
35. Forward Commitment Fee Leasehold Mortgage
36. Forward Commitment Fee Note
37. Subordination and Intercreditor Agreement (City)
38. Subordination and Intercreditor Agreement (County)
39. Subordination and Intercreditor Agreement (FHFC)
MORTGAGE /REAL ESTATE DOCUMENTS
40. Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing
41. Assignment of Mortgage and Collateral Loan Documents
42. Second Amendment to Amended and Restated Ground Lease Agreement
43. Title Policy
SUBORDINATE LOAN DOCUMENTS
SURTAX LOAN
44. (a) Promissory Note
(b) Loan Agreement
45. Leasehold Mortgage and Security Agreement and Assignment of Leases
46. Collateral Assignment of Leases, Rents and Contracts
47. Miami-Dade County Rental Regulatory Agreement
HOME LOAN
48. Amended, Restated, Renewal and Consolidated Promissory Note
49. Amended and Restated HOME Program Development Agreement
50. Amended and Restated Leasehold Mortgage, Security Agreement and Fixture Filing
51. Amended and Restated Declaration of Restrictive Covenants
FHFC SAIL LOAN
52. Promissory Note
53. Construction Loan Agreement
54. Leasehold Mortgage and Security Agreement
55. Assignment of Leases, Rents and Contracts
56. Land Use Restriction Agreement
FHFC ELI LOAN
57. Promissory Note
58. Construction Loan Agreement
59. Leasehold Mortgage and Security Agreement
60. Assignment of Leases, Rents and Contracts
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FHFC VIABILITY LOAN
61. Promissory Note
62. Construction Loan Agreement
63. Leasehold Mortgage and Security Agreement
64. Assignment of Leases, Rents and Contracts
65. Subordination Agreement to County Mortgage (County Loan)
66. Subordination Agreement to City Mortgage (City Loan)
67. Subordination Agreement to HACMB Mortgage (HACMB Loan)
FHFC NHTF LOAN
68. Promissory Note
69. Construction Loan Agreement
70. Leasehold Mortgage and Security Agreement
71. Assignment of Leases, Rents and Contracts
72. Land Use Restriction Agreement
HACMB LOAN
73. Amended and Restated Memorandum of Lease (HACMB)
74. Open-End Leasehold Mortgage and Security Agreement (HACMB)
75. Promissory Note (HACMB)
76. Note Covenant Agreement (HACMB)
77. (a) Subordination Agreement (HACMB)
(b) Subordination Agreement (HACMB Mortgage)
GOVERNMENTAL LENDER DOCUMENTS
78. Resolutions and Ordinances of the Board of County Commissioners of Miami-Dade County (the
“Board”) (without exhibits):
(a) Copy of Establishing Resolution No. R-1194-78 of the Board Declaring need for the
Authority adopted October 17, 1978
(b) Copy of Ordinance 78-89 of the Board creating the Authority enacted December 12, 1978
(c) Copy of Amending Ordinance 11-99 of the Board enacted December 6, 2011
79. Authority Resolutions (without exhibits):
(a) Resolution No. HFA 2022-12, adopted March 28, 2022, as amended by Resolution
No. HFA 2023-04, adopted February 27, 2023 (Intent Resolutions)
(b) Resolution No. HFA 2023-40 (Authorizing Resolution) adopted November 13, 2023
80. (a) Omnibus Certificate of Authority
(b) Interest Rate Limitation Certificate
81. Section 42(m)(2)(d) Letter
82. Fee Guaranty and Environmental Indemnity Agreement
83. Absolute and Unconditional Guaranty of Completion
84. Absolute and Unconditional Guaranty of Operating Deficits
85. Absolute and Unconditional Guaranty of Recourse Obligations
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GOVERNMENTAL LENDER SERVICER/CREDIT UNDERWRITER DOCUMENTS
86. Construction Loan Servicing Agreement
87. (a) Final Credit Underwriting Report
(b) Credit Underwriting Update Letter
88. Proof of Satisfaction or Waiver of Underwriting Contingencies
TAX DOCUMENTS
89. Arbitrage Rebate Agreement
90. Certificate as to Arbitrage and Certain Other Tax Matters
91. Borrower Proceeds Certificate
92. IRS Form 8038 with attached 2021 IRS Form 8328
93. Division of Bond Finance Form BF2010
94. Division of Bond Finance Confirmation of Allocation
95. Affidavit of Posting of TEFRA Notice
96. Resolution No. R-807-23 of the Board of County Commissioners of Miami-Dade County, Florida,
approving the Governmental Note for TEFRA purposes, adopted September 19, 2023
CLOSING CERTIFICATES
97. General Certificate of Fiscal Agent
BORROWER / GUARANTOR DOCUMENTS
98. Officer’s Certificates (Including Organizational Documents of Borrower and Guarantors and
Amended and Restated Agreement of Limited Partnership)
OPINIONS
99. Opinions of Co-Bond Counsel
(a) Foley & Lardner LLP
(b) Law Offices of Richard Kuper, P.A.
100. Reliance Letters of Co-Bond Counsel
(a) Foley & Lardner LLP
(b) Law Offices of Richard Kuper, P.A.
101. Opinion of County Attorney
102. Opinion of Borrower/Guarantor’s Counsel
(a) Stearns Weaver
(b) Klein Hornig
(c) Fox Rothschild
103. Opinion of Counsel to the Fiscal Agent
MISCELLANEOUS DOCUMENTS
104. Notice of Sale to Division of Bond Finance
105. Division of Bond Finance Form BF2003/2004
106. Project Loan Fund Requisition No. 1
107. Closing Memorandum