18. Investor Equity Assignment - Vista Breeze
#231215743_v4
INVESTOR EQUITY ASSIGNMENT
AND SECURITY AGREEMENT
This INVESTOR EQUITY ASSIGNMENT AND SECURITY AGREEMENT (this
“Agreement”) is made as of this December 15, 2023 by VISTA BREEZE, LTD., a Florida
limited partnership, having its principal place of business at c/o Atlantic | Pacific Communities,
161 NW 6th Street, Suite 1020, Miami, Florida 33136 (the “Borrower”) in favor of BANK OF
AMERICA, N.A., with an address at 401 E. Las Olas Blvd., Fort Lauderdale, Florida 33301 (the
“Bank”).
RECITALS
A. Borrower is the owner of a leasehold interest in certain real property located at 175
S. Shore Drive and 280 S. Shore Drive, Miami, Florida 33141 (the “Land”). Pursuant to Chapter
159, Part IV, Florida Statutes, as amended, Resolution R-1194-78 adopted by the Board of County
Commissioners of Miami-Dade County on October 17, 1978, Ordinance No. 78-89 enacted by the
Board on December 12, 1978 and Ordinance No. 11-99 enacted by the Board on December 6,
2011, the Housing Finance Authority of Miami-Dade County, Florida, a public body corporate
and politic organized and existing under the laws of the state of Florida (the “Governmental
Lender”) has determined to make a mortgage loan to Borrower in a principal amount up to Thirty-
Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) (the “Construction
Phase Project Loan”) to finance the construction of a 119-unit low-income housing development
project on the Land known or to be known as “Vista Breeze” (the “Project”). Governmental
Lender has agreed to make the Construction Phase Project Loan to Borrower pursuant to the terms
and conditions of that certain Construction Phase Borrower Loan Agreement dated December 1,
2023, by and among The Bank of New York Mellon Trust Company, N.A., a national banking
association, as fiscal agent (in such capacity, the “Fiscal Agent”), Borrower and Governmental
Lender (as amended, restated, supplemented or otherwise modified, the “Construction Phase
Project Loan Agreement”). The Construction Phase Project Loan is evidenced by that certain
Construction Phase Project Loan Note from Borrower, as maker, payable to order of Governmental
Lender, dated as of December 15, 2023 (as amended, restated, supplemented or otherwise
modified, the “Construction Phase Project Loan Note”). Borrower’s obligations, liabilities and
indebtedness to Governmental Lender under and in connection with the Construction Phase Project
Loan (collectively, the “Construction Phase Project Loan Obligations”) are secured by, among
other things, that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and
Fixture Filing for the benefit of Governmental Lender (as amended from time to time, the
“Security Instrument”) dated as of the date hereof, encumbering all of Borrower’s rights, title
and interest in and to the Land, the Project and certain other property as more particularly described
in the Security Instrument (the “Property”). All agreements, instruments and documents which
evidence, secure, guaranty or otherwise govern the Construction Phase Project Loan, including,
without limitation, the Construction Phase Project Loan Agreement, the Construction Phase
Project Loan Note and the Security Instrument, as amended, restated, supplemented or otherwise
modified, are herein collectively referred to as the “Construction Phase Project Loan
Documents”. In addition, pursuant to the terms and conditions of the Construction Phase Project
Loan Agreement, Governmental Lender has appointed Bank as “Servicer” under the Construction
Phase Project Loan Documents.
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B. In order to obtain the funds necessary to enable Governmental Lender to make the
Construction Phase Project Loan to Borrower, Governmental Lender has determined to obtain a
loan (the “Funding Loan”) from Bank in a principal amount up to Thirty-Two Million Five
Hundred Thousand and No/100 Dollars ($32,500,000.00). Bank has agreed to make the Funding
Loan to Governmental Lender in accordance with the terms and conditions of that certain Funding
Loan Agreement by and among Bank, Governmental Lender and Fiscal Agent (as amended,
restated, supplemented or otherwise modified, the “Funding Loan Agreement”). The Funding
Loan is evidenced by that certain Multifamily Housing Revenue Note, Series 2023 (Vista Breeze)
dated as of December 15, 2023 from Governmental Lender, as maker, payable to the order of
Bank. The Funding Loan is and will be funded on a draw-down basis. The Funding Loan proceeds
have been or will be used to make advances under the Construction Phase Project Loan in
accordance with the terms and conditions of the Construction Phase Project Loan Documents.
Governmental Lender’s obligations, liabilities and indebtedness under and in connection with the
Funding Loan are secured by a first priority pledge of, lien on, and security interest in, all of
Governmental Lender’s rights, title and interest in, to and under the Construction Phase Project
Loan and the Construction Phase Project Loan Documents, pursuant to the terms and conditions
of the Funding Loan Agreement. To further evidence and perfect such pledge, Governmental
Lender has duly endorsed the Construction Phase Project Loan Note to the order of Fiscal Agent,
in trust for the benefit of Bank, and has executed and delivered to Fiscal Agent that certain
Assignment of Mortgage and Collateral Loan Documents (the “Project Loan Assignment”) dated
as of the date hereof, assigning to Fiscal Agent, in trust for the benefit of Bank, among other things,
all of Governmental Lender’s right, title and interest under the Security Instrument. The Project
Loan Assignment has been or will be recorded among the Public Records of Miami-Dade County,
Florida.
C. As additional collateral for the Construction Phase Project Loan Obligations,
Borrower does hereby irrevocably and unconditionally grant, transfer, assign, convey, confirm and
set over to Bank, the Collateral, as defined below.
D. Capitalized terms and phrases used in this Agreement and not otherwise defined in
this Agreement shall have the meaning ascribed to the same in that certain Construction
Disbursement Agreement dated as of the date hereof by and between Borrower and Bank (the
“Construction Disbursement Agreement”).
ARTICLE I
THE COLLATERAL
The following items constitute the Collateral given to secure the Construction Phase
Project Loan Obligations pursuant to this Agreement and shall be included within the word
“Collateral” as used herein:
1.1 All of the Borrower’s right, title and interest in any monies or payments now due or which
may become due from the Investor Limited Partner (as hereafter defined) pursuant to the terms
and conditions of the Amended and Restated Agreement of Limited Partnership of the Borrower
among APC Vista Breeze, LLC, a Florida limited liability company (the “Managing General
Partner”), Vista Breeze HACMB, Inc., a Florida not for profit corporation (the “Administrative
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General Partner”), Bank, in its capacity as the investor limited partner (the “Investor Limited
Partner”), Banc of America CDC Special Holding Company, Inc., a North Carolina corporation,
or its designee or successor (the “Special Limited Partner”), and Howard D. Cohen Revocable
Trust U/A/D 4/6/1993, as withdrawing limited partner, dated as of the date hereof (which
agreement shall hereinafter be referred to as the “Partnership Agreement” and which payments
shall hereinafter be referred to as the “Equity Payments”).
1.2 All of the Borrower’s right, title and interest in any obligations of Investor Limited Partner
under notes, subscriptions, receivables, contribution agreements and other agreement pursuant to
which an amount is due or hereafter becomes due from the Investor Limited Partner its successors
and assigns, and/or any other person who becomes an investment limited partner of the Borrower
or payments now due or which may become due pursuant to the terms and conditions of the
Partnership Agreement (collectively, the “Investor Obligations”).
1.3 So long as the Construction Phase Project Loan Documents are in effect or any
Construction Phase Project Loan Obligations remain outstanding, all Equity Payments, Investor
Obligations and other amounts and credits from time to time to be paid to or invested in Borrower
shall be deposited in an account with the Bank, which account shall bear interest and which will
stand in the name of the Borrower but withdrawal shall only be permitted with the signature of a
Bank officer (which, together with any replacement account, are referred to in this Agreement as
the “Investor Equity Account”). The funds in the Investor Equity Account will be released by
the Bank as indicated in the Development Budget set forth in Exhibit A hereto (as amended from
time to time) and Section 3.2(b) of this Agreement and pursuant to the Partnership Agreement and
for any other purpose agreed to in writing by the Bank, Investor Limited Partner and the Borrower.
The Investor Equity Account and amounts on deposit therein from time-to-time are included in the
Collateral granted pursuant to this Agreement. Borrower shall recognize as income in the tax year
earned all interest earned on amounts set forth in the Investor Equity Account and shall indemnify
and hold harmless Bank for failure to do so. Interest shall accrue in the Investor Equity Account
and be additional Collateral, but otherwise owned by Borrower.
1.4 All of the Borrower’s right, title and interest to enforce provisions of the Partnership
Agreement or other document creating Investor Obligations obligating the Investor Limited
Partner to fund the Equity Payments and Investor Obligations to Borrower.
1.5 All proceeds of the conversion, voluntary or involuntary, of any of the foregoing Collateral,
including, without limitation, insurance proceeds, judgments or liquidation claims.
ARTICLE II
GRANT OF SECURITY INTEREST
As collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Construction Phase Project
Loan Obligations, the Borrower hereby grants to the Bank a first priority security interest in and
to all of the Borrower’s rights, title and interest in and to the Collateral. In addition to and not in
limitation of the security interest herein granted, the Borrower hereby grants to the Bank, as
security for the payment and performance of the Construction Phase Project Loan Obligations, a
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security interest in accordance with the provisions of the Florida Uniform Commercial Code as in
effect from time-to-time in and to any item or category of Collateral which may be made subject
to a security interest under the Florida Uniform Commercial Code and in all proceeds and products
therefrom, accessions thereto and substitutions therefor. The grant herein is subject to Borrower’s
prior right to enforce its rights to and under the Collateral if an Event of Default (as defined below)
is caused by the default of the Investor Limited Partner under the Partnership Agreement, including
pursuant to the pledge thereunder.
ARTICLE III
BORROWER’S COVENANTS REPRESENTATIONS AND WARRANTIES
Borrower represents, warrants, covenants and agrees as follows:
3.1 Title to Collateral. Borrower is and shall hereafter remain, the sole owner of the Collateral
free and clear of any other voluntary or involuntary liens, encumbrances, attachments, security
interests, purchase money security interests, assignments, mortgages, charges or other liens or
encumbrances of any nature whatsoever, except to Subordinate Lenders and the Investor Limited
Partner.
3.2 Delivery of Collateral.
(a) The Borrower shall execute all such instruments, documents and papers, and will
do all such acts as the Bank may reasonably request now and from time to time hereafter with
respect to the perfection of the security interest granted herein and the assignment effected hereby,
including, without limitation, the execution of stop transfer orders, notifications to obligors on the
Collateral, the filing of UCC-1 financing statements and the providing of notification in connection
with book entry securities or general intangibles and notification to the Investor Limited Partner
of the Borrower to deposit the Equity Payments directly into the Investor Equity Account as and
when due pursuant to the terms and conditions in the Partnership Agreement or other Investor
Obligations.
(b) Until such time as the Construction Phase Project Loan Obligations have been fully
and completely discharged, Borrower shall direct the Investor Limited Partner to make all Equity
Payments due pursuant to the terms and conditions in the Partnership Agreement or other Investor
Obligations due to the Borrower by mailing or wiring such payment directly for deposit in the
Investor Equity Account, and all sums held in such account shall be withdrawn for the payment of
the corresponding costs set forth in the Development Budget, and for such other uses as approved
by the Bank, the Borrower. Each advance of an amount from the Investor Equity Account shall be
subject to the same conditions precedent as an advance of Construction Phase Project Loan
proceeds and shall be made no more frequently than monthly. Upon an Event of Default, as that
term is defined in Section 5 of this Agreement, at the Bank’s election, the Bank shall be entitled
to retain any and all funds in the Investor Equity Account to be applied against the Construction
Phase Project Loan Obligations secured hereby and to be used for all costs and expenses of
collection including, without limitation, reasonable attorneys’ fees.
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3.3 Observance of Construction Phase Project Loan Obligations. To pay, perform and
observe all of the Construction Phase Project Loan Obligations and all of the Borrower’s
obligations under the Partnership Agreement.
3.4 Liens on Collateral. To notify the Bank promptly of any lien, encumbrance or security
interest existing, arising or asserted against the Collateral or any interest therein and to maintain
the Collateral free and clear of all liens, encumbrances and security interests except in favor of
Bank, and the pledge under the Partnership Agreement.
3.5 Financial Statements. To submit to the Bank the income, expense and other financial
statements and data concerning the Collateral, the Borrower and any Guarantor at such times, in
such form and containing such information as required in the Construction Disbursement
Agreement, and such additional information as the Bank may from time to time reasonably request.
3.6 Additional Covenants Agreement and Representations.
(a) To observe and perform all obligations imposed on the Borrower in connection with
the Collateral; and to operate the residential units of the Project in accordance with the provisions
of the statutes and regulations governing the low-income housing tax credits which may hereafter
be allocated to the Project (the “Tax Credits”);
(b) To notify the Bank promptly of any receipt of notice of an Event of Default under
the Partnership Agreement;
(c) Not to execute any other assignment or pledge of the Borrower’s interests in the
Collateral;
(d) Except as otherwise permitted under the Construction Phase Project Loan
Documents, not to alter, amend or modify the Partnership Agreement or any other Investor
Obligation in any manner adverse to the Bank without the prior written consent of the Bank, which
shall not be unreasonably withheld, conditioned, or delayed;
(e) Not to release or forego its rights to the Collateral or the Tax Credits without the
prior written consent of the Bank, which consent the Bank may give or withhold in its sole but
reasonable discretion;
(f) Not to execute any lease for those units set aside for the Tax Credits that does not
comply with the requirements and regulations governing the Tax Credits and necessary for the
making of the Equity Payments except with prior written consent of the Bank;
(g) To cause to be kept all records, and cause to be made all elections and certifications,
pertaining to the number and size of apartment units, occupancy thereof by tenants, income levels
of tenants, set aside for low-income tenants, and any other matters now or hereafter required to
qualify for and maintain the Tax Credits in connection with the low-income occupancy of the
Project;
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(h) To elect the appropriate minimum low-income set aside requirement within twelve
(12) months after placement in service of the Project or such other time period as may hereafter be
required by the Internal Revenue Code or regulations thereunder for the Tax Credits;
(i) To certify compliance with the elected set aside requirement and report the dollar
amount of qualified basis and maximum applicable percentage under housing credit agency
allocations, date of placement in service, and any other information required for the Tax Credits
at such times as are required by the Internal Revenue Code or regulations thereunder for such Tax
Credits;
(j) To exercise good faith in all activities relating to the operation and maintenance of
the Project in accordance with the requirements of the Partnership Agreement and of Section 42
of the Internal Revenue Code.
ARTICLE IV
THE BANK’S RIGHTS
The Bank shall have, and the Borrower hereby irrevocably authorizes and agrees to permit,
to cooperate with and to facilitate the exercise of the following rights:
4.1 Inspection. To inspect the Collateral and the Borrower’s and Managing General Partner’s
books and records with respect to the Collateral from time to time upon reasonable notice and
without notice for reasonable cause.
4.2 Payments on the Borrower’s Behalf: Expenses. Following an Event of Default by
Borrower under the Construction Phase Project Loan Documents, to make any payment required
to be made by the Borrower under the Construction Phase Project Loan Documents when due if
the same has not timely been paid by the Borrower, including but not limited to all taxes, charges,
assessments or any payments in lieu thereof, which may at any time be or become a lien on the
Collateral. All such payments made by the Bank and the amount of any costs and expenses to
which the Bank is entitled hereunder shall, except for amounts already paid from the Investor
Equity Account, be reimbursed by the Borrower to the Bank promptly upon demand and, until
paid, shall constitute part of the Construction Phase Project Loan Obligations secured hereby and
shall bear interest at the rate from time to time charged with respect to principal in accordance with
the terms of the Construction Phase Project Loan Note.
4.3 Cure Default Under Partnership Agreement. Following an Event of Default by
Borrower under the Construction Phase Project Loan Documents, to cure a default of any partner
under the Partnership Agreement within any applicable time provisions allowed therein.
4.4 Dealing with the Borrower’s Successors. To deal, without notice, with the Borrower’s
successors or successors in interest with reference to this Agreement and the Construction Phase
Project Loan Obligations secured hereby in the same manner as with the Borrower without in any
way vitiating or discharging the Borrower’s liability hereunder or with respect to the Construction
Phase Project Loan Obligations. No sale or transfer of any Collateral and no forbearance on the
part of the Bank or extension of the time for payment or performance of the Construction Phase
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Project Loan Obligations or any other indulgence given by the Bank shall operate to release,
discharge, modify, change or affect the original liability of the Borrower, either in whole or in part,
unless expressly so stated by the Bank in writing, and the Borrower hereby expressly waives notice
of any such forbearance, extension or other indulgence.
4.5 Application of Deposits. If an Event of Default shall occur, beyond all applicable notice
and cure periods, to hold, dispose of and apply towards satisfaction of the Construction Phase
Project Loan Obligations the Collateral and any other property of the Borrower at any time in the
Bank’s possession without first having recourse to any other rights or security which the Bank may
have or hold; provided, however, that any portion of the Collateral consisting of security deposits
under tenant leases shall instead be applied and disposed of in accordance with the terms of said
lease.
4.6 Attorney in Fact. After an Event of Default, beyond all applicable grace and cure periods,
the Borrower hereby irrevocably appoints the Bank and any officer or agent thereof, with full
power of substitution, the Borrower attorney-in-fact and proxy, coupled with an interest, with full
and irrevocable power and authority in the place and stead of the Borrower to take any action and
to execute any instrument deemed necessary or advisable by the Bank to perfect it’s security
interest in the Collateral, including, without limitation, UCC-1 Financing Statements.
ARTICLE V
DEFAULT
Without limitation, the occurrence of any of the following events shall constitute an event
of default (an “Event of Default”) and shall, at the Bank’s election and upon the expiration of
applicable grace periods, if any, authorize and empower the Bank to exercise any of the Bank’s
rights and remedies hereunder and at law:
5.1 Failure to Observe Obligations. Failure of the Borrower to pay, perform or observe any
of the Construction Phase Project Loan Obligations set forth herein, if such failure shall continue
for thirty (30) days after written notice thereof is sent to the Borrower and/or the Managing General
Partner, as applicable by Bank. Investor Limited Partner shall have the right, but not the obligation,
to cure on behalf of the Borrower.
5.2 Default Under Construction Phase Project Loan Documents. The Borrower’s or any
other obligor’s default, beyond applicable notice and grace or cure period, under any of the
Construction Phase Project Loan Documents.
5.3 Transfer Without Consent. The sale, transfer, assignment or other disposition of or
change or dilution by action by operation of law or otherwise in title to the Collateral or any part
thereof or in any equity, beneficial or other ownership interest in the Borrower or Managing
General Partner, including without limitation by action by operation of law or merger, without first
and in each instance having disclosed to the Bank the full particulars of any such sale, transfer,
assignment, or other disposition proposed unless expressly permitted under the Construction Phase
Project Loan Documents or the Partnership Agreement, obtained from the Bank its written consent
thereto which consent shall not be unreasonably withheld, delayed or conditioned. The Borrower
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may without the consent of the Bank replace any items of personal property, provided, however,
that a similar item of reasonably equivalent value is substituted therefor.
5.4 Foreclosure of Other Liens. If foreclosure proceedings or other proceedings intended to
enforce or realize upon any junior or senior security interest covering all or any part of the
Collateral, including without limitation action to foreclose or levy upon a tax lien, a sheriff’s sale
or any other proceeding whereby the Borrower’s ownership or right to possession or control of the
Collateral may be threatened, should be commenced or instituted.
5.5 Bankruptcy. If the Borrower or Managing General Partner shall: (i)(A) admit in writing
its inability to pay its debts generally as they become due; (B) file a petition in bankruptcy or a
petition to take advantage of any insolvency act; (C) make an assignment for the benefit of
creditors; (D) consent to, or acquiesce in, the appointment of a receiver, liquidator or trustee of
itself or of the whole or any substantial part of its properties or assets; (E) file a petition or answer
seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under the federal bankruptcy laws or any other applicable law; or (ii)(A) a court of
competent jurisdiction shall enter an order, judgment or decree appointing a receiver, liquidator or
trustee of the Borrower or Managing General Partner or of the whole or any part of the property
or assets of the Borrower or Managing General Partner and such order, judgment or decree shall
remain unvacated, or not set aside, or unstayed for ninety (90) days or more, or (B) a petition shall
be filed seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the federal bankruptcy laws or any other applicable law and such petition
shall remain undismissed for 120 days or more, or (C) under the provisions of any other law for
the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of
the Borrower or Managing General Partner or of the whole or any part of its property or assets and
such custody or control shall remain unterminated or unstayed for 120 days or more; or (iii) an
order shall be entered in any proceeding by or against the Borrower decreeing the dissolution of
the Borrower or the winding up of their affairs, an attachment or execution is levied against any
portion of the property of the Borrower and is not discharged within 120 days.
ARTICLE VI
BANK’S REMEDIES
Upon the occurrence of an Event of Default, beyond all applicable notice and cure periods,
the Bank shall have and may exercise the rights hereinafter set forth without limitation on any
other rights which the Bank may possess, at law, by agreement or otherwise, all of the Bank’s
rights and remedies to be deemed cumulative and not exclusive;
6.1 Acceleration. At the Bank’s election, to declare all monetary Construction Phase Project
Loan Obligations immediately due and payable.
6.2 Collection. At the Bank’s election:
(a) Require the Borrower to effect collection of any such Equity Payments which have
become due pursuant to the terms and conditions of the Partnership Agreement or other Investor
Obligations and to remit the proceeds (less reasonable costs of collection, including reasonable
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attorneys’ fees) promptly upon receipt for deposit in the Investor Equity Account and such sums
may be applied against the Construction Phase Project Loan Obligations as received and to such
Construction Phase Project Loan Obligations and in such order as Bank may designate, or
(b) Act on the collateral assignment of the Borrower’s right to receive Equity Payments
set forth in this Agreement by effecting the collection of such Equity Payments on behalf of the
Borrower subject to the terms, conditions, defenses and limitations in the Partnership Agreement
or other Investor Obligation in which event any net amount received by the Bank (less reasonable
costs of collection, including reasonable attorneys’ fees) shall be deposited in the Investor Equity
Account and such sums may be applied against the Construction Phase Project Loan Obligations
as received and to such Construction Phase Project Loan Obligations and in such order as Bank
may designate. Notwithstanding the foregoing, the Bank hereby acknowledges that it accepts such
assignment of the Borrower’s right to receive such Equity Payments subject to the terms and
conditions of the Partnership Agreement and the Investor Obligations.
(c) Elect not to act or require action with respect to such event.
(d) No failure on the part of the Bank to exercise and no delay in exercising, any right,
power or privilege hereunder or under any of the other Construction Phase Project Loan
Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such
right, power or privilege preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies of the Bank provided herein and in the other
Construction Phase Project Loan Documents are cumulative, may be exercised singly or
concurrently, and are in addition to, and not exclusive of any rights or remedies provided by law.
The rights of the Bank under any of the Construction Phase Project Loan Documents against any
party thereto are not conditional or contingent on any attempt by the Bank to exercise any of its
rights under any of the other Construction Phase Project Loan Documents against such party or
against any other person.
6.3 Interest on Surplus. If a foreclosure sale or other disposition of the Collateral shall occur
and if surplus proceeds shall be realized, the Bank shall not be required to pay interest thereon
pending distribution.
ARTICLE VII
CAPTIONS, GENERAL APPLICATION OF TERMS
Captions and headings employed herein are intended for convenience of reference only and
shall not be deemed to affect, modify or define in any way or otherwise be used to construe the
meaning of the text. Words used in the singular shall be deemed to include the plural and pronouns
of any gender shall be deemed to include all genders as required by context.
ARTICLE VIII
INVALIDITY, SEPARABILITY, NEGATION OF USURY
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The invalidity, illegality or unenforceability of any provision hereof or of any instrument,
document or undertaking secured hereby or entered into in connection herewith or of any particular
application thereof shall not be deemed to affect or impair in any fashion the validity, legality or
enforceability of any other such provision or application and any instrument, document or
undertaking containing such a provision shall continue in full force and effect and shall be
interpreted so as to implement as nearly as possible the intention of the parties in the absence of
such provision. In the event that any interest payment, fee, charge or other payment collected
hereunder or under any instrument, document or undertaking secured hereby or entered into in
connection herewith is determined, individually or in the aggregate, to be in violation of any
applicable usury or other legal limitation or prohibition, such payment shall be deemed, but only
to the extent of such violation, to constitute a payment against the principal amount of the
Construction Phase Project Loan Obligations, effective as of the date of such payment, and if such
application to principal is not sufficient to rectify any such violation, shall be refunded by the Bank
to the Borrower.
ARTICLE IX
NOTICES
Any notice, request, demand, statement, authorization, approval, consent or acceptance
made hereunder shall be in writing and shall be hand delivered or sent by Federal Express or other
reputable courier service maintaining a record of receipt, or by registered or certified mail, return
receipt requested and postage prepaid, and shall be deemed given (a) when received at the
following addresses if hand delivered or sent by Federal Express or other reputable courier service,
and (b) three (3) business days after being postmarked and addressed as follows if sent by
registered or certified mail:
If to the Borrower:
Vista Breeze, LTD.
c/o Atlantic | Pacific Communities
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
with copies to:
Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, DC 20005
Attention: Chris Hornig, Esq.
and
Housing Authority of the City of Miami Beach
200 Alton Road
Miami Beach, Florida 33139
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Attention: Miguell Del Campillo, Executive Director
and
Fox Rothschild LLP
500 Grant Street, Suite 2500
Pittsburgh, Pennsylvania 15219
Attention: Michael H. Syme, Esq.
and
Bank of America, N.A.
MA5-100-04-11
100 Federal Street
Boston, MA 02110
Attention: Tax Credit Asset Management – Vista Breeze
and
Holland & Knight LLP
10 St. James Avenue, 11th Floor
Boston, MA 02116
Attention: Sara C. Heskett, Esq.
If to the Bank:
Bank of America, N.A.
401 E. Las Olas Blvd.
Fort Lauderdale, Florida 33301
Mail Stop: FL6-812-18-02
Attention: Binyamin Rosenbaum
with copies to:
Bank of America, N.A.
101 East Kennedy Blvd., 6th Floor
P.O. Box 31590
Tampa, FL 33602
Mail Stop: FL1-400-06-13
Attention: CREB Loan Administration
and
Holland & Knight LLP
31 West 52nd Street
New York, NY 10019
Attention: Kathleen M. Furey, Esq.
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It being understood and agreed that each party will use reasonable efforts to send copies of
any notices to the address marked “with a copy to” hereinabove set forth, provided, however, that
failure to deliver such copy or copies shall have no consequence whatsoever as to any notice made
to any of the other parties hereto. Each party may designate a change of address by notice to the
other parties, given at least fifteen (15) days before such change of address is to become effective.
ARTICLE X
THE BORROWER’S WAIVER
The Borrower specifically waives any existing or future right, power, privilege, immunity,
or remedy, whether conferred by any statute or by general equitable considerations, that it now or
hereafter may have or claim to require any separate valuation, sale, other realization, or redemption
of its interest in connection with any foreclosure or other enforcement of this Agreement and
instead agrees and consents to the Bank’s foreclosure or other enforcement against its respective
interest in any of the Collateral, either simultaneously or in such order as the Bank may elect.
ARTICLE XI
WAIVER OF MARSHALLING
Notwithstanding the existence of any other security interests in the Collateral held by the
Bank or by any other party, the Bank shall have the right to determine the order in which any or
all of the Collateral shall be subjected to the remedies provided herein and the right to determine
the order in which any or all portions of the Construction Phase Project Loan Obligations secured
hereby are satisfied from the proceeds realized upon the exercise of the remedies provided herein.
The Borrower, Managing General Partner, any guarantor, any party who consents to this
Agreement and any party who now or hereafter acquires a security interest in the Collateral and
who or which has actual or constructive notice hereof hereby waives and shall be deemed to have
waived any and all rights to require the marshalling of assets in connection with the exercise of
any of the remedies permitted by applicable law or provided herein.
ARTICLE XII
INDEMNITY
The Borrower agrees to indemnify and hold harmless the Bank from and against any and
all claims, losses and liabilities growing out of or resulting from this Agreement (including,
without limitation, enforcement hereof), except claims, losses or liabilities resulting solely from
the Bank’s gross negligence or willful misconduct, as determined by a non-appealable judgment
by a court of competent jurisdiction.
ARTICLE XIII
SECURITY INTEREST ABSOLUTE
Vista Breeze
Investor Equity Assignment and Security Agreement
13
All rights of the Bank, all security interests and all obligations of the Borrower hereunder
shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any
of the Construction Phase Project Loan Documents, (b) any change in the time, manner or place
of payment of, or in any other term in respect of, all or any of the Construction Phase Project Loan
Obligations, or any other amendment or waiver of or consent to any departure from the
Construction Phase Project Loan Documents, (c) any increase in, addition to, exchange or release
of, or other collateral, or any release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Construction Phase Project Loan Obligations, (d) any other
circumstance which might otherwise constitute a defense available to, or a discharge of, the
Borrower or any Guarantor in respect of the Construction Phase Project Loan Obligations or the
Borrower in respect of this Agreement.
ARTICLE XIVARTICLE XIV
TERMINATION
Once the Construction Phase Project Loan evidenced by the Construction Phase Project
Loan Note and secured by the Security Instrument has been paid in full, then (i) the Bank shall
reassign, without representation, recourse or warranty whatsoever, the Collateral back to the
Borrower, and (ii) this Agreement shall automatically terminate and the Bank shall execute and
deliver an instrument to the Borrower to memorialize such termination and to terminate any
financing statements with respect thereto filed by Bank.
ARTICLE XV
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the Borrower and the
Bank, and their respective successors and/or assigns.
ARTICLE XVI
AMENDMENT
Neither this Agreement nor any provisions hereof may be amended, modified, waived,
discharged or terminated orally, but only by an instrument in writing duly signed by an authorized
signatory on behalf of the Borrower and the Bank.
ARTICLE XVII
GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida.
ARTICLE XVIII
LIMITED LIABILITY
Vista Breeze
Investor Equity Assignment and Security Agreement
14
The Investor Limited Partner of the Borrower has limited liability as a matter of law and is
not liable for the Borrower’s obligations hereunder or under any of the Construction Phase Project
Loan Documents. The Investor Limited Partner’s obligations to make capital contributions to the
Borrower are subject to the conditions, limitations and adjusters described in the Partnership
Agreement and any other Investor Obligations.
ARTICLE XIX
WAIVER OF JURY TRIAL
Waiver of Jury Trial. BORROWER AND BANK HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY
IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CONSTRUCTION PHASE
PROJECT LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF BANK RELATING TO THE
ADMINISTRATION OF THE CONSTRUCTION PHASE PROJECT LOAN OR
ENFORCEMENT OF THE CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS
EVIDENCING AND/OR SECURING THE CONSTRUCTION PHASE PROJECT LOAN,
AND AGREE THAT NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES
ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR BANK TO ACCEPT THIS AGREEMENT AND MAKE THE CONSTRUCTION
PHASE PROJECT LOAN.
[SIGNATURE PAGE TO FOLLOW]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Vista Breeze
Investor Equity Assignment and Security Agreement
Ex A-1
EXHIBIT A
(Development Budget)
[SEE ATTACHED]
Vista Breeze MASTER
Project Setup
Vista Breeze - Miami Beach, FL
Project Setup
Project Name Vista Breeze MILESTONE DATE DURATION CUMULATIVE
City Miami Beach Predevelopment Start Dec-21 Months Months
County, State Miami-Dade County, FL Closing Dec-23
State FL Construction Start Dec-23 0 0
Ownership Entity Vista Breeze Ltd.First Building TCO Feb-25 14 14
Development Manager Michelle Feigenbaum Last Building TCO Feb-25 0 14
Development Accountant Milagros Medrano 100% Complete Mar-25 1 15
100% Occupied Aug-25 6 20
Bond Deal Yes Conversion to Perm Lo Dec-25 4 24
Credit Rate 4.00%Equity Stabilization Dec-25 4 24
Building Type Mid Rise 4 Final Equity/8609 Jan-26 1 25
Project Type New Construction End of Compliance Per Feb-40 180 0
Qualifying Program Average Income
Demographic Elderly % of Affordable Housing Units 100.0%
Income Type % Units % SF % Income Units Count SF UA
ELI 0.0%0%0%Studio 119 408 133
PBV 100.0%100%100%1 Bedroom - - -
LI 0.0%0%0%2 Bedroom - - -
WKFC 0.0%0%0%3 Bedroom - - -
MKT 0.0%0%0%4 Bedroom - - -
Total 100.0%100.0%100.0%5 Bedroom - - -
Credit Delivery Schedule
Lease-up Information 2025 $1,674,152
# of Occupancies upon initial C/O 20 2026 $2,671,161
# of Occupancies per Month 20 2027 $2,671,161
BR Type # of Units Income Type Net SF Income Limit 2023 FMR Rent Net Rent Total Rent Annual Rent P.S.F.
Studio - NHTF Unit 5 PBV 405 22%$1,498 $1,365 81,912 $3.37
Studio 20 PBV 405 30%$1,498 $1,365 327,648 $3.37
Studio 59 PBV 405 60%$1,498 $1,365 966,562 $3.37
Studio 5 PBV 473 60%$1,498 $1,365 81,912 $2.89
Studio 30 PBV 405 80%$1,498 $1,365 491,472 $3.37
Total/Average 119 48,535 $162,459 1,949,506 $3.35
Operating Expenses Total Per Unit Per NSF
Lender
Administrative 60,631 510 $1.25
Management Fee (% of EGI)112,953 949 $2.33
Utilities 114,000 958 $2.35
Payroll, Taxes & Benefits 193,453 1,626 $3.99
R & M 101,150 850 $2.08
Insurance 178,500 1,500 $3.68
Security 44,863 377 $0.92
Replacement Reserves 35,700 300 $0.74
Total 841,250 7,069
Senior Debt Service Coverage 1.36x
Total Debt Service Coverage 1.16x
12/8/2023 2:25 PM 1 of 5
Vista Breeze MASTER
Debt
Debt Assumptions
Loan Type Lien Lender Name Loan Amt Interest Rate Amortizing Amo Period Term
Monthly
Payment Annual Pmt Min DSC Yr 1
Max DSC Yr
1 Yr 1
Min DSC Yr
15 Max DSC Yr 15
Yr 15
D.S.C.
Perm 1 Citi $11,875,000 6.47%Yes 480 216 $69,269 $831,232 1.15x 1.50x 1.36x 1.15x 1.50x 1.49x
Construction N/A BoA $32,500,000 8.27%No 30 $0 $0
SAIL 2 FHFC $3,000,000 1.00%No 360 $2,500 $30,000 1.10x 1.50x 1.30x 1.00x 1.50x 1.44x
Viability Loan 3 FHFC $4,300,000 1.00%No 360 $3,583 $43,000 1.10x 2.00x 1.24x 1.00x 1.60x 1.37x
Supplemental ELI N/A FHFC $600,000 0.00%No 360 $0 $0 0.00x 2.00x 1.24x 0.00x 2.00x 1.37x
NHTF N/A FHFC $1,301,500 0.00%No 360 $0 $0 0.00x 2.00x 1.24x 0.00x 2.00x 1.37x
HOME - 2022 + 2023 CMB $1,003,969 0.00%No 360 $0 $0 0.00x 2.00x 1.24x 0.00x 2.00x 1.37x
SURTAX MDC PHCD $5,950,000 1.00%No 360 $4,958 $59,500 1.00x 2.00x 1.16x 0.00x 2.00x 1.29x
Sponsor Note 4 HACMB $8,000,000 5.03%No 360 $33,533 $402,400 0.00x 2.00x 0.80x 0.00x 2.00x 0.91x
12/8/2023 2:25 PM 2 of 5
Vista Breeze MASTER
S&U
Vista Breeze - Miami Beach, FL
Sources & Uses
Sources Total %Per Unit
Perm 11,875,000 18.11%99,790
Viability Loan 4,300,000 6.56%36,134
SAIL 3,000,000 4.58%25,210
Supplemental ELI 600,000 0.92%5,042
NHTF 1,301,500 1.98%10,937
HOME - 2022 + 2023 1,003,969 1.53%8,437
SURTAX 5,950,000 9.07%50,000
Sponsor Note 8,000,000 12.20%67,227
Limited Partner Equity 26,310,934 40.13%221,100
Deferred Developer Fee 3,228,043 4.92%27,126
Total Sources 65,569,446 100.00%551,004
Uses Total %Per Unit
Hard Construction Costs 33,312,634 50.81%279,938
Recreational/Owner Items 1,538,622 2.35%12,930
Hard Cost Contingency 5.0%1,665,632 2.54%13,997
Construction Interest Expense 3,332,032 5.08%28,000
Permanent Loan Origination Fee 118,750 0.18%998
Permanent Loan Closing Costs 54,450 0.08%458
Construction Loan Origination Fee 325,000 0.50%2,731
Construction Loan Closing Costs 97,500 0.15%819
Costs of Issuance 620,070 0.95%5,211
Other Loan Closing Costs 176,657 0.27%1,485
Accounting Fees 40,000 0.06%336
Application Fees 16,585 0.03%139
Appraisal 12,770 0.02%107
Architect Fee - Design 970,000 1.48%8,151
Architect Fee - Supervision 190,000 0.29%1,597
Builder's Risk Insurance 360,000 0.55%3,025
Building Permit 4.3%1,428,685 2.18%12,006
P&P Bond 269,717 0.41%2,267
Credit Underwriting Fee 176,435 0.27%1,483
Engineering Fee 150,806 0.23%1,267
Environmental Report 6,700 0.01%56
FHFC Administrative Fees 240,429 0.37%2,020
FHFC Application Fees 9,500 0.01%80
FHFC Compliance Monitoring Fee 229,316 0.35%1,927
Impact Fees 66,027 0.10%555
Inspection Fees 412,714 0.63%3,468
Insurance - Property/Liability 178,500 0.27%1,500
Legal Fees - Partnership 475,000 0.72%3,992
Legal Fees - Other 135,000 0.21%1,134
Market Study 8,000 0.01%67
Marketing & Advertising 20,000 0.03%168
Stabilization Operating Expenses 117,515 0.18%988
Soil Test Report 13,650 0.02%115
Survey (Including As-Built)67,998 0.10%571
Title Insurance & Recording 252,157 0.38%2,119
Utility Connection Fee 128,690 0.20%1,081
General Liability Insurance 116,595 0.18%980
Scheduling 80,400 0.12%676
Soft Cost Contingency 5.0%308,660 0.47%2,594
Sub-Total 47,723,195
Miscellaneous Reserves 3 months 463,580 0.71%3,896
Land, To Be Acquired 8,800,000 13.42%73,950
Developer's Fee 18.0%8,582,671 13.09%72,123
Total Project Cost 65,569,446 100.00%551,004
12/8/2023 2:25 PM 3 of 5
Vista Breeze MASTER
TC Calc
Vista Breeze - Miami Beach, FL
Eligible Basis/Tax Credit Calculation
Enter Eligible Eligible
Eligible Costs Costs Ineligible
Eligible Costs Total Costs % New/Rehab Acquisition Costs
Hard Construction Costs 33,312,634 98%32,646,381 - 666,253
Recreational/Owner Items 1,538,622 80%1,230,898 - 307,724
Hard Cost Contingency 1,665,632 100%1,665,632 - -
Construction Interest Expense 3,332,032 57%1,888,293 - 1,443,739
Permanent Loan Origination Fee 118,750 0%- - 118,750
Permanent Loan Closing Costs 54,450 0%- - 54,450
Construction Loan Origination Fee 325,000 100%325,000 - -
Construction Loan Closing Costs 97,500 100%97,500 - -
Costs of Issuance 620,070 7% 42,554 - 577,516
Other Loan Closing Costs 176,657 0%- - 176,657
Accounting Fees 40,000 0%- - 40,000
Application Fees 16,585 100%16,585 - -
Appraisal 12,770 100%12,770 - -
Architect Fee - Design 970,000 100%970,000 - -
Architect Fee - Supervision 190,000 100%190,000 - -
Builder's Risk Insurance 360,000 100%360,000 - -
Building Permit 1,428,685 100%1,428,685 - -
P&P Bond 269,717 100%269,717 - -
Credit Underwriting Fee 176,435 0%- - 176,435
Engineering Fee 150,806 100%150,806 - -
Environmental Report 6,700 100%6,700 - -
FHFC Administrative Fees 240,429 0%- - 240,429
FHFC Application Fees 9,500 0%- - 9,500
FHFC Compliance Monitoring Fee 229,316 0%- - 229,316
Impact Fees 66,027 100%66,027 - -
Inspection Fees 412,714 100%412,714 - -
Insurance - Property/Liability 178,500 50%89,250 - 89,250
Legal Fees - Partnership 475,000 0%- - 475,000
Legal Fees - Other 135,000 75%101,250 - 33,750
Market Study 8,000 100%8,000 - -
Marketing & Advertising 20,000 0%- - 20,000
Stabilization Operating Expenses 117,515 0%- - 117,515
Soil Test Report 13,650 100%13,650 - -
Survey (Including As-Built) 67,998 100%67,998 - -
Title Insurance & Recording 252,157 100% 252,157 - -
Utility Connection Fee 128,690 100%128,690 - -
General Liability Insurance 116,595 100%116,595 - -
Scheduling 80,400 0%- - 80,400
Soft Cost Contingency 308,660 76% 233,080 - 75,580
Sub-Total 47,723,195 90%42,790,931 - 4,932,265
Miscellaneous Reserves 463,580 0% - - 463,580
Land, To Be Acquired 8,800,000 0% - - 8,800,000
Developer's Fee 8,582,671 100%8,582,671 - -
Total Cost 65,569,446 78%51,373,602 - 14,195,845
Proforma
12/8/2023 3:01 PM 1 of 2
Vista Breeze MASTER
TC Calc
Vista Breeze - Miami Beach
Eligible Basis/Tax Credit Calculation
Tax Credit Calculation
County Miami-Dade County, FL
DDA or QCT Yes
Geographic Cap 2,882,000 Tax-Exempt Bond Test (50% Test)
Maximum Request per unit 500,000 Eligible Basis 51,373,602
Per Unit Cap 59,500,000 Land (owned or to be acquired) 8,800,000
Applicable Cap 2,882,000 Total 60,173,602
LIHTC 9% OR 4% 4%
Tax-exempt bond request 32,500,000
Eligible Basis (Rehab & New Construction) 51,373,602
Eligible Basis (Acquisition) - As a Percent 54.01%
Applicable % 100.00%
Qualified Basis (Rehab & New Construction) 66,785,682
Qualified Basis (Acquisition) -
Credit % Rehab & New Construction (enter here) 4.00%
Credit % Acquisition (enter here) 4.00%
Annual Credits 2,671,428 0
Annual Credits @ Maximum 2,671,428
Annual Credits Per Unit Override 22,449 2,671,428
Aggregate Credits (10 Years) 26,714,280
% Syndicated To LP 99.99%
Price Per Credit 0.985
Limited Partner Equity - Rounded 26,310,934$
Tax Credit Equity Pay-ins % Complete % Equity $ Equity
Payment Date
Duration
(Months)
Cumulative
Months Draw #
Closing Equity 0% 20.00% 5,262,187 12/01/23
Equity at 25.00% 25% 0.00% - 05/01/24 556
Equity at 50.00% 50% 0.00% - 09/01/24 4910
Equity at 75.00% 75% 0.00% - 09/01/24 0910
Equity at 100.00% 100% 40.00% 10,524,374 04/01/25 71617
Stabilization Equity 37.50% 9,866,600 12/01/25 82425
Final Equity/8609 2.50% 657,773 01/01/26 12526
Total 100.00%26,310,934
Excess Eligible Basis
12/8/2023 3:01 PM 2 of 2
Vista Breeze MASTER
UW OPEX
Vista Breeze - Miami Beach, FL
U/W Operating Statement
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Income:Column1 Year 1 Per Unit Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15
Net Rental Income 1,949,506 16,382 1,988,496 2,028,266 2,068,831 2,110,208 2,152,412 2,195,460 2,239,369 2,284,157 2,329,840 2,376,436 2,423,965 2,472,444 2,521,893 2,572,331
Reserve For Vacancy 5.0%(97,475)(819)(99,425)(101,413)(103,442)(105,510)(107,621)(109,773)(111,968)(114,208)(116,492)(118,822)(121,198)(123,622)(126,095)(128,617)
Other Income 30,524 257 31,439 32,382 33,354 34,354 35,385 36,447 37,540 38,666 39,826 41,021 42,252 43,519 44,825 46,170
Total Income 1,882,554 15,820 1,920,510 1,959,235 1,998,743 2,039,052 2,080,176 2,122,134 2,164,941 2,208,615 2,253,174 2,298,636 2,345,019 2,392,341 2,440,623 2,489,884
Expenses:Column1 Year 1 Per Unit Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15
Administrative 60,631 510 62,450 64,323 66,253 68,241 70,288 72,397 74,568 76,806 79,110 81,483 83,927 86,445 89,039 91,710
Management Fee (% of EGI)6.0%112,953 949 115,231 117,554 119,925 122,343 124,811 127,328 129,896 132,517 135,190 137,918 140,701 143,540 146,437 149,393
Utilities 114,000 958 117,420 120,943 124,571 128,308 132,157 136,122 140,206 144,412 148,744 153,206 157,803 162,537 167,413 172,435
Payroll, Taxes & Benefits 193,453 1,626 199,256 205,234 211,391 217,733 224,265 230,993 237,923 245,060 252,412 259,984 267,784 275,817 284,092 292,615
R & M 101,150 850 104,185 107,310 110,529 113,845 117,261 120,778 124,402 128,134 131,978 135,937 140,015 144,216 148,542 152,998
Insurance 178,500 1,500 183,855 189,371 195,052 200,903 206,930 213,138 219,532 226,118 232,902 239,889 247,086 254,498 262,133 269,997
Security 44,863 377 46,209 47,595 49,023 50,494 52,009 53,569 55,176 56,831 58,536 60,292 62,101 63,964 65,883 67,859
Replacement Reserves 35,700 300 36,771 37,874 39,010 40,181 41,386 42,628 43,906 45,224 46,580 47,978 49,417 50,900 52,427 53,999
Total Expenses 841,250 7,069 865,376 890,204 915,754 942,048 969,106 996,952 1,025,610 1,055,101 1,085,453 1,116,688 1,148,834 1,181,918 1,215,966 1,251,007
Net Operating Income 1,041,304 8,750 1,055,134 1,069,031 1,082,989 1,097,004 1,111,070 1,125,181 1,139,331 1,153,513 1,167,721 1,181,948 1,196,184 1,210,424 1,224,658 1,238,877
Debt Service:Column1 Year 1 Per Unit Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15
Perm Service 768,313 6,456 768,313 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232 831,232
Asset Management Fee 3.0%5,000 42 5,150 5,305 5,464 5,628 5,796 5,970 6,149 6,334 6,524 6,720 6,921 7,129 7,343 7,563
SAIL Service 100%30,000 252 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000
Viability Loan Service 43,000 361 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000 43,000
SURTAX Service 59,500 500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500 59,500
Sponsor Note Service 402,400 3,382 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400 402,400
Ground Lease Rent Service 129,260 1,086 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260 129,260
Total Debt Service 1,705,463 14,332 1,719,293 1,733,190 1,747,149 1,761,164 1,775,230 1,789,341 1,803,491 1,817,673 1,831,881 1,846,107 1,860,344 1,874,583 1,517,352 1,502,955
Distributable Cashflow 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Asset Management Fee 3.0%0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Beginning DDF 3.0%3,228,043 27,126 3,048,853 2,850,197 2,696,234 2,523,439 2,331,194 2,118,867 1,885,815 1,631,382 1,354,898 1,055,681 733,035 386,255 14,618 0
DDF Repayment 267,991 2,252 281,671 232,494 246,293 260,144 274,041 287,979 301,949 315,947 329,965 343,996 358,031 372,063 14,618 0
Ending DDF 2,960,051 24,874 2,767,181 2,617,703 2,449,941 2,263,295 2,057,153 1,830,889 1,583,866 1,315,435 1,024,933 711,685 375,005 14,192 0 0
Debt Service Coverage:
Perm Service 1.36x 1.37x 1.29x 1.30x 1.32x 1.34x 1.35x 1.37x 1.39x 1.40x 1.42x 1.44x 1.46x 1.47x 1.49x
SAIL 1.30x 1.32x 1.24x 1.26x 1.27x 1.29x 1.31x 1.32x 1.34x 1.36x 1.37x 1.39x 1.41x 1.42x 1.44x
Viability Loan 1.24x 1.25x 1.18x 1.20x 1.21x 1.23x 1.24x 1.26x 1.28x 1.29x 1.31x 1.32x 1.34x 1.35x 1.37x
SURTAX 1.16x 1.17x 1.11x 1.12x 1.14x 1.15x 1.17x 1.18x 1.20x 1.21x 1.23x 1.24x 1.26x 1.27x 1.29x
Sponsor Note 0.80x 0.81x 0.78x 0.79x 0.80x 0.81x 0.82x 0.83x 0.84x 0.85x 0.87x 0.88x 0.89x 0.90x 0.91x
Ground Lease Rent 0.73x 0.74x 0.71x 0.72x 0.73x 0.74x 0.75x 0.76x 0.77x 0.78x 0.79x 0.80x 0.81x 0.82x 0.83x
12/8/2023 2:25 PM 4 of 5
Vista Breeze MASTERProjectionsVista Breeze -- PROJECTIONS65,569,446.00 CONSTRUCTIONPRO FORMADec-23Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26Sources Revised Budget12 3456 7 8 9101112131415 16 17 18 19 20 21 22 23 24 25 26TotalPerm 11,875,000 - - - - - - - - - - - - - - - - - - - - - - - - 11,875,000 - 11,875,000 Construction 32,500,000 2,783,027 434,877 843,603 833,768 2,402,250 2,334,561 4,028,256 1,384,538 3,358,422 4,021,732 3,148,529 - 371,090 919,482 448,208 554,098 - - - - - - - - (27,866,439) - 27,866,439 Viability Loan 4,300,000 193,500 774,000 1,470,600 1,083,600 778,300 4,300,000 SAIL 3,000,000 256,895 40,142 77,871 76,963 221,746 215,498 371,839 127,803 310,008 371,237 290,633 - 34,254 84,875 41,373 51,147 - - - - - - - - 427,713 - 3,000,000 Supplemental ELI 600,000 48,600 216,000 226,800 6,000 - - - - - - - 102,600 - 600,000 NHTF 1,301,500 105,422 468,540 491,967 235,572 1,301,500 HOME - 2022 + 2023 1,003,969 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 62,748 1,003,969 SURTAX 5,950,000 481,950 2,142,000 2,249,100 107,100 969,850 5,950,000 Sponsor Note 8,000,000 8,000,000 8,000,000 Limited Partner Equity 26,310,934 5,262,187 - - - - - - - - - - - - - - - 10,524,374 - - - - - - - 9,866,600 657,773 26,310,934 Deferred Developer Fee 3,228,043 - - - - - - - - - - - - - - - - - - - - - - - - 3,228,043 - 3,228,043 Total Sources98,069,446 8,302,109 537,767 1,177,722 1,609,451 2,686,744 3,386,807 4,462,843 4,401,629 5,201,778 4,455,717 3,501,910 4,114,215 468,092 1,067,106 552,329 667,993 18,593,122 107,100 - - - - - - (382,762) 657,773 65,569,446 1.0% 1.0% 3.0% 4.0% 7.0% 9.0% 12.0% 12.0% 14.0% 12.0% 9.0% 7.0% 4.0% 2.0% 1.0% 1.0% 1.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%1.0% 2.0% 5.0% 9.0% 16.0% 25.0% 37.0% 49.0% 63.0% 75.0% 84.0% 91.0% 95.0% 97.0% 98.0% 99.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%UsesRevised Budget1 2 34567 8 910111213141516 17 18 19 20 21 22 23 24 25 26TotalHard Construction Costs 33,312,634 - 336,491 1,009,474 1,345,965 2,355,439 3,028,421 4,037,895 4,037,895 4,710,878 4,037,895 3,028,421 2,355,439 1,345,965 672,983 336,491 336,491 336,491 - - - - - - - - - 33,312,634 Recreational/Owner Items 1,538,622 410,299 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 102,575 1,538,622 Hard Cost Contingency 1,665,632 16,825 50,474 67,298 117,772 151,421 201,895 201,895 235,544 201,895 151,421 117,772 67,298 33,649 16,825 16,825 16,825 - - - - - - - - - 1,665,632 Construction Interest Expense 3,332,032 - 19,180 22,177 27,991 33,737 50,292 66,381 94,143 103,684 126,829 154,546 176,244 176,244 178,802 185,139 188,228 192,046 192,046 192,046 192,046 192,046 192,046 192,046 192,046 192,046 - 3,332,032 Permanent Loan Origination Fee 118,750 118,750 118,750 Permanent Loan Closing Costs 54,450 54,450 54,450 Construction Loan Origination Fee 325,000 325,000 325,000 Construction Loan Closing Costs 97,500 77,500 - 20,000 97,500 Costs of Issuance 620,070 620,070 620,070 Other Loan Closing Costs 176,657 136,657 40,000 176,657 Accounting Fees 40,000 5,200 1,500 4,525 4,525 2,250 10,000 12,000 40,000 Application Fees 16,585 16,585 16,585 Appraisal 12,770 12,770 12,770 Architect Fee - Design 970,000 970,000 970,000 Architect Fee - Supervision 190,000 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 11,875 190,000 Builder's Risk Insurance 360,000 360,000 360,000 Building Permit 1,428,685 1,376,685 25,000 12,000 5,000 5,000 5,000 1,428,685 P&P Bond 269,717 269,717 269,717 Credit Underwriting Fee 176,435 176,435 176,435 Engineering Fee 150,806 150,806 150,806 Environmental Report 6,700 6,700 6,700 FHFC Administrative Fees 240,429 240,429 240,429 FHFC Application Fees 9,500 9,500 9,500 FHFC Compliance Monitoring Fee 229,316 - 229,316 229,316 Impact Fees 66,027 66,027 66,027 Inspection Fees 412,714 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 29,480 412,714 Insurance - Property/Liability178,500 - 178,500 178,500 Legal Fees - Partnership 475,000 475,000 475,000 Legal Fees - Other 135,000 135,000 135,000 Market Study 8,000 8,000 8,000 Marketing & Advertising 20,000 - 10,000 10,000 20,000 Stabilization Operating Expenses 117,515 - 117,515 117,515 Soil Test Report 13,650 13,650 13,650 Survey (Including As-Built) 67,998 13,600 13,600 13,600 13,600 13,600 67,998 Title Insurance & Recording 252,157 - 252,157 252,157 Utility Connection Fee 128,690 8,690 10,000 10,000 40,000 40,000 20,000 128,690 General Liability Insurance116,595 116,595 116,595 Scheduling 80,400 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 5,743 80,400 Soft Cost Contingency 308,660 278,660 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 2,000 308,660 Miscellaneous Reserves 463,580 463,580 - - - - - - - - - - - - - - - - - - - - - - - - - 463,580 Land, To Be Acquired 8,800,000 - 8,800,000 8,800,000 Developer's Fee 8,582,671 1,338,657 - - - - - - - - - - - - - - - 1,338,657 - - - - - - - 4,617,956 1,287,401 8,582,671 Total Project Cost65,569,446 8,302,109 537,767 1,177,722 1,609,451 2,686,744 3,386,807 4,462,843 4,401,629 5,201,778 4,455,717 3,501,910 2,841,127 1,741,180 1,067,106 552,329 667,993 10,813,534 252,046 192,046 192,046 192,046 192,046 192,046 192,046 5,469,976 1,287,401 65,569,446 ADJUST VISIBILITY12/8/2023 2:34 PM1 of 1