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80(a) Omnibus Certificate of the Authority - Vista Breeze 1 OMNIBUS CERTIFICATE OF THE AUTHORITY December 15, 2023 The undersigned, as Chair and Assistant Secretary, respectively, of the Housing Finance Authority of Miami-Dade County, Florida (the “Authority”), in connection with the issuance of the $32,500,000 Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”), DO HEREBY CERTIFY that: 1. The Governmental Lender Note is being issued by the Authority pursuant to the provisions of the Florida Housing Finance Authority Law, Chapter 159, Part IV, Florida Statutes, as amended (the “Housing Act”); Resolution R-1194-78, adopted October 17,1978 and enacted on December 12, 1978, as Ordinance No. 78-89 by the Board of County Commissioners of Miami- Dade County, Florida (the “Board”) creating the Authority, as amended by Ordinance No. 11-99 enacted by the Board on December 6, 2011 (collectively, the “Ordinances” and together with the Housing Act, the “Act”); and resolutions adopted by the Authority on March 28, 2022, as amended February 27, 2023 and November 13, 2023 (collectively, the “Resolutions”), and will be issued under a Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”), by and between the Authority, The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”) and Bank of America, N.A., as initial funding lender (the “Funding Lender”). The Authority is issuing the Governmental Lender Note for the purpose of making a loan to Vista Breeze, Ltd., a Florida limited partnership (the “Borrower”) pursuant to a Construction Phase Borrower Loan Agreement, dated as of December 1, 2023, among the Borrower, the Authority and the Fiscal Agent. Capitalized terms that are not defined in this Certificate shall have the meaning assigned to such terms in the Funding Loan Agreement. 2. The undersigned make the following determinations and take the following actions in accordance with the terms of the Resolutions: (a) Terms of the Governmental Lender Note. (i) The Governmental Lender Note shall be issued initially in fully registered form in a single denomination of $32,500,000, shall be dated December 15, 2023, and shall mature on the dates and in the amounts, and shall bear interest all as provided in the promissory note, dated December 15, 2023, from the Borrower to the Authority (the “Borrower Note”). The Governmental Lender Note is subject to prepayment as provided in the Borrower Note. (b) The Governmental Lender Note was sold by negotiated sale in the aggregate principal amount of $32,500,000 to the Funding Lender. The amounts advanced under the Governmental Lender Note will be used to finance the acquisition, construction and equipping of a multifamily rental housing development and related facilities located in the City of Miami Beach, Florida, to be known as Vista Breeze (the “Project”). (c) Application of Note Proceeds. The amount expected to be realized by the Authority from the sale of the Governmental Lender Note (the “Net Proceeds”) is $32,500,000, representing the maximum par amount of the proceeds of the Governmental Lender Note. The Net Proceeds 2 will be deposited in the Project Fund on a draw down basis from time to time and used to pay capitalized interest and Costs of the Project in accordance with the Funding Loan Agreement. 3. The Authority has full legal right, power and authority: (a) to issue, sell and deliver the Governmental Lender Note to the Funding Lender as provided in the Funding Loan Agreement; (b) to enter into the Funding Loan Agreement and the Construction Phase Borrower Loan Agreement, the Construction Loan Servicing Agreement, the Assignment of Mortgage and Collateral Loan Documents, the Tax Certificate, and the Land Use Restriction Agreement (hereinafter collectively referred to as the “Financing Documents”); and (c) to carry out and consummate the transactions contemplated by each of the Financing Documents. 4. The Authority has complied with all of the agreements and satisfied all other conditions on its part to be performed or satisfied at or prior to delivery of the Governmental Lender Note pursuant to the Financing Documents and each of the warranties, representations and covenants of the Authority contained in the Financing Documents is true, complete and correct in all material respects on and as of the date of this Certificate, with the same forc e and effect as if made on the date hereof. 5. On and as of the date of this Certificate, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending for which the Authority has received service of process or, to the actual knowledge of the authority, threatened in any court, in any way affecting the existence of the Authority or the title of any of the officers or members of the authority to their offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Governmental Lender Note, or the collection of revenues or assets of the authority pledged or to be pledged as security for the Governmental Lender Note, or in any way contesting or affecting the validity or enforceability of the Governmental Lender Note, the Act, the Resolutions, or any agreement or instrument relating thereto, or contesting in any way the powers of the Authority with respect to the Governmental Lender Note, the Act, the Resolutions, or any agreement or instrument relating thereto, or contesting in any way the powers of the Authority with respect to the Governmental Lender Note, the Act, the Resolutions or any agreement or instrument relating thereto, or in which a final adverse decision would materially adversely affect the ability of the Authority to comply with its obligations relating to the Governmental Lender Note. 6. The Authority is not in breach of or default under any applicable law or administrative regulation of the State of Florida, any department, division, agency or instrumentality thereof or of the United States or any applicable judgment or decree, which breach or default could have a material adverse impact on the Governmental Lender Note; the execution and delivery of the Governmental Lender Note, or any agreement or instrument related thereto and compliance with the provisions thereof will not conflict with or constitute on the part of the Authority a breach of or default under any applicable law or administrative regulation of the State of Florida any department, administrative regulation of the State of Florida, any department, division, agency or instrumentality thereof or of the United States or any applicable judgment or decree or any loan agreement, note, resolution, certificate, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default could have a material adverse impact on the Governmental Lender Note. 3 7. True and correct copies of the Resolutions approving the issuance by the Authority of the Governmental Lender Note are included in the transcript of closing documents relating to the Governmental Lender Note. The issuance of the Governmental Lender Note will not result in the issuance by the Authority of a total amount of the Governmental Lender Note in excess of the authorization provided by the TEFRA Resolution of the Board. 8. The public hearing relating to the Governmental Lender Note was held by a duly authorized official of the Authority at least seven (7) days after notice of such hearing was posted on the Authority’s website in the manner required by Section 147(f) of the Internal Revenue Code of 1986, as amended. The public hearing referred to in this paragraph 8 was open to the public. 9. The seal of the Authority impressed upon this Certificate and impressed upon the Governmental Lender Note is the legally adopted, proper and only official seal of the Authority. 10. The Governmental Lender Note is signed by Don L. Horn, as the Chair of the Authority and is attested by the signature of David Moscoso, an Assistant Secretary of the Authority. On the date of execution of the Governmental Lender Note by the Chair and an Assistant Secretary of the Authority, and as of the date of this Certificate, such persons were and are duly elected and qualified officers of the authority, validly holding such offices and duly authorized to execute the Governmental Lender Note and the signatures appearing on the Governmental Lender Note are the true and lawful signatures of Don L. Horn and David Moscoso. 11. A true and correct specimen of the Governmental Lender Note is included in the transcript of closing documents relating to the Governmental Lender Note and the certification accompanying such specimen Governmental Lender Note is true and accurate in all respects. 12. The following is a correct listing of the names of the members of the Authority and of the dates of expiration of their respective terms of office and no other additional or successor members have been appointed or qualified as of the date of this Certificate. Each person listed below has duly filed his or her oath of office with the State of Florida and is, as of the date of this Certificate, validly serving in the office set forth below. 4 OFFICE MEMBER NAMES EXPIRATION OF TERM Chairman Don L. Horn November 19, 2024 Board Member Adam Petrillo November 17, 2026 Board Member Marline Monestime November 17, 2026 Board Member David Moscoso November 17, 2026 Board Member Alexander Bucelo November 19, 2024 Board Member V.T. Williams November 19, 2024 Board Member Craig L. Clay November 19, 2024 Board Member Erick L. Deeb November 19, 2024 Board Member Waldo Faura November 17, 2026 Board Member Andrew Portillo November 19, 2024 13. As of the date of this certificate, the Authority is delivering the Governmental Lender Note to the Funding Lender and upon the receipt of (i) the sums specified in the Closing Memorandum dated the date of issuance of the Governmental Lender Note and (ii) the documents set forth in the Funding Loan Agreement, the Fiscal Agent is hereby authorized and directed to authenticate the Governmental Lender Note and thereafter the Governmental Lender Note will be deemed delivered to the Funding Lender. The Fiscal Agent is hereby instructed to apply the funds received in connection with the sale of the Governmental Lender Note in accordance with the provisions of the Funding Loan Agreement. This request and authorization is given pursuant to the Funding Loan Agreement. [Remainder of this page intentionally left blank – Signature page follows] IN WITNESS WHEREOF, we have executed this Certificate and affixed the seal of the Authority as of the date written above. i WNC HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA ortteg ed we 2 . % | SOy : ~ MIAML-DADE "2 O ss 2 =H; COUNTY 02 29, roma 98 C3 ff. 20% FLORIDA “-YS Ij i ; mis By: Ly WI (SEALY Oe cat os = { “1, 1978 ww Name: Don L. Hotn 4044 yw’ a, ; Congand Title: Chair ATTEST: S-1 [Signature Page | Omnibus Certificate of the Authority ] (Vista Breeze) 4878-2194-6248.2