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90. Certificate as to Arbitrage and Certain Other Tax Matters - Vista Breeze 4886-1727-9880.5 CERTIFICATE AS TO ARBITRAGE AND CERTAIN OTHER TAX MATTERS I, Don L. Horn, Chair of the Housing Finance Authority of Miami-Dade County, Florida (the “Authority”), in connection with the Authority’s $32,500,000 Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”), dated December 15, 2023 (the “Closing Date”) and being issued this day, HEREBY CERTIFY that: 1. AUTHORIZATION AND DEFINITIONS. The Governmental Lender Note is being issued pursuant to the authority contained in Chapter 159, Part IV, Florida Statutes, as amended, and other applicable provisions of law, and pursuant to the Funding Loan Agreement dated as of December 1, 2023 (the “Funding Loan Agreement”), by and among the Authority, Bank of America, N.A., the Initial Funding Lender (the “Funding Lender”), and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”), which Governmental Lender Note is being delivered to the initial purchaser thereof on the date hereof. The following are the facts and estimates on which the Authority’s expectations with respect to the issuance of such Governmental Lender Note are based. The undersigned is charged, with others, with the responsibility for issuing the Governmental Lender Note and this Certificate shall constitute a document related to the Governmental Lender Note. The terms defined in the Funding Loan Agreement shall retain the meaning set forth therein when used in this Certificate unless the context clearly indicates another meaning is intended. Other terms used in this Certificate shall have the meanings set forth for same in other provisions hereof or in the Code, or in the regulations promulgated pursuant thereto. 2. PURPOSE. Pursuant to the Construction Phase Borrower Loan Agreement dated as of December 1, 2023 (the “Borrower Loan Agreement”) among the Authority, the Fiscal Agent and Vista Breeze, Ltd., a Florida limited partnership, as borrower (the “Borrower”), the Authority has agreed to make a mortgage loan (the “Project Loan”) to the Borrower for the purpose of providing a portion of the financing for the acquisition, construction, installation and equipping of a 119-unit multifamily rental housing development (the “Project”) located in the City of Miami Beach, Miami-Dade County, Florida. The Project Loan will be evidenced by a Project Loan Note (the “Note”) and will be secured by a Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Mortgage”) encumbering the Project. 3. FACTS, ESTIMATES AND CIRCUMSTANCES. On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the Governmental Lender Note and with respect to the proceeds of the Governmental Lender Note: 4. NET PROCEEDS. (i) Total. The amount of proceeds received by the Authority from the sale of the Governmental Lender Note (the “Net Proceeds”) will consist of the aggregate principal amount of $32,500,000.00, to be paid in a series of draws with the initial draw in the 2 amount of $698,193.66 occurring on the date hereof, the issue date of the Governmental Lender Note as provided below in 4(iv). (ii) Net Proceeds Deposits. The initial proceeds from the sale of the Governmental Lender Note shall be applied as follows: (a) $535,693.66, representing a portion of the proceeds from the sale of the Governmental Lender Note, shall be deposited into the Project Account of the Project Loan Fund and $162,500.00 of such amounts shall be deposited into the Capitalized Interest Account without need for a Requisition therefor; and (b) $0, representing a portion of the proceeds from the sale of the Governmental Lender Note, shall be deposited in the Cost of Issuance Fund. (iii) Costs of Issuance. An amount equal to $0 of sources other than the proceeds of the Project Loan be deposited on the date hereof into the Closing Cost Account of the Cost of Issuance Fund established under the Funding Loan Agreement and used to pay costs of issuance of the Governmental Lender Note. (iv) Drawdown Note. The Governmental Lender Note is being issued against specified advances to be made by the initial purchaser of the Governmental Lender Note. The initial draw is in an amount in excess of the lesser of $50,000 or 5% of the issue price of the Governmental Lender Note. In accordance with Treasury Regulations Section 1.150- 1(c)(4)(i), the Governmental Lender Note is treated as a single issue of bonds with an issue date the same date as the date of the initial advance. 5. NO OVERISSUANCE. The Investment Proceeds of the Governmental Lender Note derived from the investment of Net Sale Proceeds of the Governmental Lender Note deposited in the Project Fund to be used to acquire and construct the Project is estimated to be $0. The total of Net Sale Proceeds and Investment Proceeds is estimated to be $32,500,000.00. Taking into account other available funds, the amount of Net Sale Proceeds and Investment Proceeds necessary to acquire and construct the Project equals or exceeds $32,500,000.00. 6. THE PROJECT. (i) Project Loan Fund. Other than with respect to the payment of capitalized interest during construction, Net Sale Proceeds of the Governmental Lender Note will be deposited in the Project Account of the Project Loan Fund in accordance with the Funding Loan Agreement on or after the Closing Date, and such amounts and any investment earnings (if any) thereon will be used to finance the costs of acquiring and rehabilitating the Project`, and to pay other Costs of the Project and other costs related to the Project as provided in the Funding Loan Agreement. 3 (ii) Use of Project Fund Moneys. The Borrower has certified to the Authority that it expects to spend all of the Net Sale Proceeds deposited into the Project Fund, the Loan Payment Fund and any investment earnings related thereto on or before December 15, 2026. (iii) Binding Obligations. The Borrower has spent or expects, within six months of the date hereof, to spend (or to enter into binding obligations with third parties obligating the Borrower to spend) from the Net Sale Proceeds and any investment proceeds thereon, an amount at least equal to five percent of the maximum amount of Net Sale Proceeds or the cost of the Project (including capitalized interest). (iv) Due Diligence. Work on the acquisition and construction of the Project to be financed from the Net Sale Proceeds is expected to proceed with due diligence to the completion thereof. (v) Disposal of the Project. The Project is not expected to be sold or disposed of prior to the last maturity date of the Governmental Lender Note, except such portions as may be disposed of in the normal course of business. 7. FLOW OF FUNDS. Pursuant to the Funding Loan Agreement the Fiscal Agent established and will maintain a Project Loan Fund (and therein a Project Account, a Capitalized Interest Account and a Borrower Equity Account), a Revenue Fund, a Loan Payment Fund, a Loan Prepayment Fund, an Administration Fund, a Cost of Issuance Fund and a Rebate Fund. All payments received by the Fiscal Agent for deposit into the Funds and Accounts created in the Funding Loan Agreement will be applied as required by the Funding Loan Agreement. 8. ADMINISTRATIVE COSTS. All payments of principal and interest on the Governmental Lender Note will be made on approximately the same dates and in the same amounts as principal and interest payments received from the Borrower under the Borrower Loan Agreement. The Borrower has paid or reimbursed (or will pay or reimburse) the Governmental Lender for certain administrative costs incurred by or for the benefit of the Governmental Lender in connection with the Governmental Lender Note, including Issuance Costs and fees and expenses of the Fiscal Agent, but excluding general expenses or administrative overhead of the Governmental Lender. Applying the Yield on the Governmental Lender Note as a discount rate, the present value of these payments to or for the benefit of the Governmental Lender does not exceed the present value of administrative costs paid by or for the benefit of the Governmental Lender with respect to the Governmental Lender Note. The Borrower also has committed to remit to the Fiscal Agent amounts needed to provide for any rebates that are required under Section 148(f) of the Code. 4 9. GOVERNMENTAL LENDER FEES. The Borrower Loan Agreement requires the Borrower to pay the Governmental Lender’s expenses arising out of or in connection with the Project Loan, the Governmental Lender Note, the Funding Loan Agreement, and the Borrower Loan Agreement. In addition, the Borrower will pay an issuance fee on the Issue Date to the Governmental Lender equal to $81,250.00 (attributable to the Governmental Lender Note) and, on the Conversion Date (as defined in the Funding Loan Agreement), a Conversion Fee (as defined in the Funding Loan Agreement) equal to $203,125.00 (attributable to the Governmental Lender Note) and, on and after the Conversion Date, the annual fee of the Governmental Lender, payable by the Borrower to the Fiscal Agent in the amount of twenty five basis points (.25%) of the outstanding principal amount of the Issue (calculated on the Business Day prior to any principal reduction of the Permanent Phase Borrower Loan as defined in the Funding Loan Agreement) payable in semi-annual installments in arrears on each June 1 and December 1, commencing on the first June 1 or December 1 following the Conversion Date (subject to proration), until the last of the Governmental Lender Note has been retired. All of the issuance fee is attributable to qualified administrative costs as described in Section 4 above and incurred or to be incurred prior to the Conversion Date. 10. THE GOVERNMENTAL PROGRAM. The Governmental Lender Note is being issued to acquire a “Program Investment” within the meaning of Treasury Regulations Section 1.148-1(b). The Authority’s multifamily housing program involves the acquisition of Purpose Investments within the meaning of Treasury Regulations Section 1.148-1(b). At least 95% of all such obligations acquired under the Authority’s program, by amount of cost outstanding, are evidence of loans to provide housing and related facilities. At least 95% of the amounts which will be received by the Authority with respect to the Project Loan will be used for one or more of the following purposes: (i) to pay the principal of or interest on or otherwise to service the Governmental Lender Note; (ii) to reimburse the Authority or to pay for administrative consists of issuing, carrying or repaying the Governmental Lender Note (iii) to reimburse the Authority or to pay for administrative and other costs and anticipated future losses directly related to the program financed by the Governmental Lender Note; (iv) to make additional loans to provide housing; or (v) to redeem and retire Governmental Lender Note at the next earliest possible date of redemption. The program documents require that the Borrower (or any related person of the Borrower as defined in Section 144(a)(3) of the Code) shall not, pursuant to an arrangement, formal or informal, purchase the Governmental Lender Note in an amount related to the amount of the Borrower Note or the Project Loan, provided however, that prior to the Conversion Date it is expected that the Governmental Lender Note will be held by a related party to the Borrower. 11. YIELD. 5 (i) GENERAL. For purposes of this Certificate, bond yield is, and shall be, calculated in the manner provided in Treasury Regulations Section 1.148 -3, and the provisions therein will be complied with in all respects. The term “bond yield” means, with respect to a bond, the discount rate that when used in computing the present value of all the unconditionally payable payments of principal and interest and all the payments for a qualified guarantee paid and to be paid with respect to the bond produces an amount equal to the present value of the issue price of the bond. In computing the purchase price of the Governmental Lender Note, which is equal to the issue price, the Authority did not take into consideration the costs of issuance. The purchase price of the Governmental Lender Note, therefore, is the principal amount of $32,500,000. For purposes hereof, yield is, and shall be, calculated on a 360-day year basis with interest compounded semiannually. The Bond yield shall be determined following the final draw of the proceeds of the Bonds. Any investments acquired with amounts which must be at a restricted yield pursuant to this Certificate shall be purchased at prevailing market prices and shall be limited to securities for which there is an established market or shall be U.S. Treasury Obligations - State and Local Government Series. With respect to the Funding Loan Agreement, “yield” means that yield which when used in computing the present worth of all payments (except those referred to in the succeeding sentence, but including any fee paid to the Authority to provide financing for the benefit of the Borrower) made pursuant to the Funding Loan Agreement produces an amount equal to the purchase price of the Funding Loan Agreement. In computing the yield on the Funding Loan Agreement each or any of the payments made pursuant to the Funding Loan Agreement shall be reduced by certain amounts, the present value (using as a discount rate the yield on the Governmental Lender Note) of which is equal to or less than the present value of the costs of acquiring and carrying the Funding Loan Agreement, and all monthly payments shall be treated as received on the next semiannual debt service payment date on the Governmental Lender Note. (ii) YIELD ON THE PURPOSE INVESTMENT. The yield on the program does not exceed the yield on the Governmental Lender Note by more than 1.5%. The Governmental Lender’s fees received with respect to the Project Loan less the amount described in Section 4 will not cause the Yield on the Project Loan to exceed the Yield on the Issue by more than one and one-half percentage points (1.5%). The Yield on the Project Loan is determined by reference to all of the payments made by the Borrower under the Borrower Loan Agreement, less certain amounts paid to third parties. In computing the 1.5% spread, certain program costs, such as the servicer fee, have been included. Furthermore, prior to the Conversion Date the Yield on the Project Loan shall not exceed the Yield on the Issue by more than one-eighth of one percent (0.125%). Amounts paid directly by the Borrower to a third party are not included. To the extent the Governmental Lender’s fees would otherwise cause the Yield on the Borrower Loan Agreement to exceed the Yield on the Issue by more than the permissible spread, the Governmental Lender will abate or rebate those fees to the Borrower. In keeping with the foregoing, the Governmental Lender and the Borrower will cause a calculation to be made, at the expense of the Borrower, of the Yield of the Project Loan and the Yield of the Issue both upon the Conversion Date and, if applicable, prior to the payment of any additional Governmental Lender fees prior to 6 the Conversion Date beyond the issuance fee described in Section 5 (such as any Governmental Lender Short-Term Prepayment Fee, as described in the Funding Loan Agreement, if due prior to the Conversion Date). (iii) PROJECT LOAN FUND. Except as provided in the next sentence, amounts deposited in the Project Account of the Project Loan Fund from Net Sale Proceeds may be invested without regard to yield restrictions for a period not to exceed 3 years from the date hereof. Net Sale Proceeds in the Project Account of the Project Loan Fund not expended within three years from the date hereof shall be invested at a yield not in excess of the Bond Yield or shall be subject to yield reduction payments pursuant to Treasury Regulations Section 1.148-5(c). (iv) REVENUE FUND, LOAN PAYMENT FUND OR LOAN PREPAYMENT FUND - DEBT SERVICE. Amounts held in the Revenue Fund, the Capitalized Interest Account of the Project Loan Fund, the Loan Payment Fund or the Loan Prepayment Fund which are set aside for the payment of the principal of and interest on the Governmental Lender Note will be invested without regard to yield restrictions for a period not to exceed 13 months from the date of deposit of such amounts in the Revenue Fund, the Loan Payment Fund or the Loan Prepayment Fund. Any amount not expended within the period set forth above shall be invested at a yield not in excess of the Bond Yield. (v) INVESTMENT EARNINGS. All investment earnings on amounts deposited in the Project Account of the Project Loan Fund from Net Sale Proceeds not subject to the second sentence of Section 11(iii) hereof may be invested without regard to yield restrictions for a period not to exceed three years from the date hereof or one year form the date of receipt, whichever is longer and all investment earning on amounts deposited in the Project Fund and subject to the second sentence of Section 11(iii) hereof may not be invested at a yield in excess of the Bond Yield. Any amounts subject to yield restrictions may be subject to yield reduction payments pursuant to Treasury Regulations Section 1.148-5(c). All investment earnings on amounts in the Loan Payment Fund may be invested without regard to yield restrictions for a period not to exceed one year from the date of receipt of the amount earned. Any investment earnings not expended within the applicable period set forth above shall be invested at a yield not in excess of the Bond Yield. (vi) OTHER FUNDS, ACCOUNTS AND SUBACCOUNTS. Any other Funds, Accounts and Subaccounts not described in subsections (iii) through (v) of this Section 11, may be invested without regard to yield restrictions. 12. FURTHER CERTIFICATIONS. No bonds or other obligations of the Authority (a) were sold in the 15 days preceding the date of sale of the Governmental Lender Note, or (b) were sold or will be sold within the 15 days after the date of sale of the Governmental Lender Note, pursuant to a common plan of financing with the plan for the issuance of the Governmental Lender Note and payable out of substantially the same source of revenues. The Authority does not expect that the proceeds of the Governmental Lender Note will be used in a manner that would cause them to be arbitrage bonds under Section 148 of the Code. The 7 Authority does not expect that the proceeds of the Governmental Lender Note will be used in a manner that would cause the interest on the Governmental Lender Note to be includable in the gross income of the holder of the Governmental Lender Note under Section 103 of the Code. The weighted average maturity of the Governmental Lender Note does not exceed 120% of the reasonably expected economic life of the portion of the Project to be financed with proceeds of the Governmental Lender Note (within the meaning of Section 147(b) of the Code). The Authority is not aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Borrower in its Proceeds Certificate. No portion of the proceeds of the Governmental Lender Note will be used to provide any airplane, skybox or other private luxury box, facility used for gambling, or for the principal business of which is the sale of alcoholic beverages for consumption off premises. 13. REBATE. Pursuant to the provisions of the Funding Loan Agreement and Arbitrage Rebate Agreement with the Borrower, the Rebate Analyst is required, on behalf of the Authority and at the expense of the Borrower, to calculate the Rebatable Arbitrage and to furnish such calculation to the Fiscal Agent, and the Borrower is obligated to pay the same to the Fiscal Agent for Payment to the United States of America in accordance with the requirements of the Code and the regulations promulgated thereunder. 14. AMENDMENTS. The provisions hereof need not be observed and this Certificate may be amended or supplemented at any time by the Authority if the Authority receives an opinion or opinions of Bond Counsel that the failure to comply with such provisions will not cause, and that the terms of such amendment or supplement will not cause, any of the Governmental Lender Note to become arbitrage bonds under Section 103(c) or 148 of the Code, or other applicable section of the Code, or otherwise cause interest on any of the Governmental Lender Note to become includable in gross income for federal income tax purposes under the Code. 15. GOVERNMENTAL LENDER NOTE NOT FEDERALLY GUARANTEED. Payment of debt service on the Governmental Lender Note is not directly or indirectly guaranteed in whole or in part by the United States, within the meaning of Section 149(b) of the Code. None of the Net Sale Proceeds will be invested directly or indirectly in federally insured deposits or accounts except for: (i) Net Sale Proceeds invested during the applicable temporary periods described herein until such Net Sale Proceeds are needed for the purpose for which the Governmental Lender Note is being issued and (ii) investments of the Revenue Fund, the Loan Payment Fund or the Loan Prepayment Fund. 16. GOVERNMENTAL LENDER NOTE NOT HEDGE GOVERNMENTAL LENDER NOTE. It is reasonably expected that not less than 85% of the Net Sale Proceeds will be used to carry out the governmental purposes of the Governmental Lender Note within three years from the date of their issuance. None of such Net Sale Proceeds shall be invested in nonpurpose investments having a substantially guaranteed yield for four years or more (including 8 but not limited to any investment contract or fixed yield investment having a maturity of four years or more). The reasonable expectations stated above are not based on and do not take into account any expectations or assumptions as to the occurrence of changes in market interest rates or of federal tax law or regulations or rulings thereunder. These reasonable expectations are not based on any prepayments of items other than items which are customarily prepaid. 17. ADDITIONAL COVENANTS. The Authority further covenants to (a) impose such limitations on the investment or use of moneys or investments related to the Governmental Lender Note, (b) cause to be made such rebate payments to the United States Treasury, (c) cause to be maintained such records, (d) cause to be performed such calculations, (e) enter into such agreements, and (f) perform or cause to be performed such other acts as may be necessary under the Code to preserve the exclusion from gross income for purposes of federal income taxation of interest on the Governmental Lender Note, which it may lawfully do. 18. INFORMATION. The Authority agrees to file all information statements as may be required by the Code. 19. VALUATION AND MARKET PRICE RULES. In determining the amounts on deposit in any fund or account for purposes of this Certificate, the purchase price of the obligations, including accrued interest, shall be added together, and adding or subtracting to such purchase prices any discount, computed ratably on an annual basis. With respect to any amounts required to be restricted as to yield, the “market price rules” set forth in the Arbitrage Rebate Agreement shall apply. 20. ALLOCATION. (i) The Authority elected pursuant to Section 146(f) of the Code to carryforward all of the allocation received in calendar year 2021 (the “2021 Carryforward Allocation”). A portion of such 2021 Carryforward Allocation in the amount of $32,500,000 is to be applied to the issuance of the Governmental Lender Note. (ii) As required by Section 147(f) of the Code, the Governmental Lender Note and the Project were approved by the County Commission of Miami-Dade County, Florida following a public hearing for which the required notice had been given, within 12 months of the date of the issuance of the Governmental Lender Note. 21. NO ADVERSE ACTION. The Authority has neither received notice that its Certificate may not be relied upon with respect to its issues, nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge and belief there are no facts, estimates or circumstances other than those expressed herein that materially affect the expectations herein expressed, and, to the best of my knowledge and belief, the Authority’s expectations are reasonable. I further represent that the Authority expects and intends to be able to comply with the provisions and procedures set forth herein, including Section 148 of the Code. 9 22. ADDITIONAL FACTS. The Issuer is not aware of any facts or circumstances that would cause it to question the representations made by the Borrower in its Proceeds Certificate. [The remainder of this page is intentionally left blank; signature page follows.] IN WITNESS WHEREOF, | have hereunto set my hand as of the Closing Date. HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA By: nf Name: Don L. Horn Title: Chair S-1 [Signature Page | Certificate as to Arbitrage and Certain Other Tax Matters] (Vista Breeze) 4886-1727-9880.2