28. General Contractor's Affidavit - Vista Breeze
#231241303_v4
GENERAL CONTRACTOR’S AFFIDAVIT
Re: Certain real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami
Beach, Miami-Dade County, Florida (the “Premises”)
Joseph Roig, being duly sworn, deposes and says:
1. I am the Vice President of Atlantic Pacific Community Builders, LLC, a Delaware
limited liability company (the “General Contractor”).
2. I am familiar with all of the General Contractor’s business and financial affairs with
regard to all of the matters herein described.
3. To the best of the General Contractor’s knowledge, no part of the Premises has been
taken in condemnation or other proceeding, no casualty associated with the work performed by the
General Contractor has occurred and no such proceeding is pending.
4. There is no litigation, investigation, arbitration, proceeding, inquiry, indictment,
audit or other action by any governmental authority, including, without limitation, any state
attorney general’s office, grand jury proceeding, state department of taxation or the district
attorney’s office of any state or political subdivision of any state, United States Attorney’s office,
the Securities and Exchange Commission, Internal Revenue Service, or United States Justice
Department, to which the General Contractor is or may be a party, or is or may be subject, or any
other matter which in any manner or in any respect affects, impedes or interferes with or may
affect, impede or interfere with, the General Contractor’s ability to perform that certain Standard
Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of
Work Plus a Fee with a Guaranteed Maximum Price (the “Contract”) dated December 8, 2023
between General Contractor and Vista Breeze, LTD., a Florida limited partnership (the
“Borrower”).
5. As of the date of this Affidavit, (i) the General Contractor is not subject to
bankruptcy, reorganization or insolvency proceedings and (ii) the General Contractor is solvent, is
able to pay its debts as they mature, and has capital sufficient to carry on the business in which it
is engaged, and the present fair saleable value of its assets is greater than the amount of its
liabilities, and there are no pending or, to the actual knowledge of the undersigned, threatened
actions or proceedings of any kind or nature against General Contractor in any court at law or in
equity, or before or by any governmental instrumentality, whether federal, state, county or
municipal, which in any case or in the aggregate, if adversely determined, would materially and
adversely affect General Contractor’s ability to perform its obligations in connection with the
construction of Vista Breeze located on the Premises.
6. General Contractor or, to my actual knowledge, any of its members, officers,
directors, principals or partners (i) is not, or has not been within the last five years, the subject of
any civil or criminal investigation by any governmental body or any administrative proceeding in
connection with their respective business practices, or (ii) in the last five years has been found by
any court of competent jurisdiction in a civil or criminal action to have violated any laws in
connection with their respective business practices.
Vista Breeze
General Contractor’s Affidavit
2
7. To my actual knowledge, the General Contractor is not in default beyond any
applicable notice and cure periods under any obligation, loan, grant or contract in favor of Bank
of America, N.A., a national banking association (“Bank”).
8. This Affidavit is made and delivered for the purpose of inducing Bank to enter into
that certain Construction Disbursement Agreement dated the date hereof and executed by and
between Borrower and Bank.
Dated as of December 15, 2023.
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