91. Borrower's Proceeds Certificate - Vista Breeze
4864-3356-4040.4
BORROWER’S PROCEEDS CERTIFICATE
On behalf of Vista Breeze, Ltd., a Florida limited partnership (the “Borrower”), the undersigned
hereby certifies the following this 15th day of December, 2023, with respect to the $32,500,000 initial
principal amount of the Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing
Revenue Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”) dated December 15, 2023
issued by the Housing Finance Authority of Miami-Dade County, Florida (the “Authority”). The
Governmental Lender Note is being issued under a Funding Loan Agreement dated as of December 1, 2023
(the “Funding Loan Agreement”), among the Authority, Bank of America, N.A., as funding lender, and
The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the ‘‘Fiscal Agent”). The Authority
is issuing the Governmental Lender Note for the purpose of making a funding loan (the “Loan”) to the
Borrower pursuant to a Construction Phase Borrower Loan Agreement, dated as of December 1, 2023, and
following Conversion, an Amended and Restated Borrower Loan Agreement, each among the Authority,
the Fiscal Agent and the Borrower (collectively, the “Borrower Loan Agreements”). The proceeds of the
Loan will be used by the Borrower to finance the acquisition and construction of approximately 119 units
located on an approximately 1.22 acre site located at 175 S. Shore Drive and 280 S. Shore Drive, in the
City of Miami Beach, Miami-Dade County, Florida, to be known as Vista Breeze (the “Project”).
1. The Borrower has received and reviewed the Authority’s Certificate as to Arbitrage and
Certain Other Tax Matters (the “Non-Arbitrage Certificate”) dated December 15, 2023, delivered in
connection with the issuance of the Governmental Lender Note. The Non-Arbitrage Certificate contains
the expectations of the Borrower with respect to the Governmental Lender Note and the proceeds of such
Governmental Lender Note and the facts upon which the Borrower’s and the Authority’s expectations are
based, which facts have been provided to the Authority by the Borrower and upon which the Authority may
rely. To the best of the Borrower’s knowledge, the expectations stated in the Non-Arbitrage Certificate are
reasonable. In particular, as set forth in paragraph 4 of the Non-Arbitrage Certificate and pursuant to the
Arbitrage Rebate Agreement, the Borrower agrees to fund any necessary rebate payments under Treasury
Regulation Section 1.148-3 and to fund any necessary yield reduction payments under Treasury Regulation
Section 1.148-5(c).
2. The Borrower’s representations in Section 2.02 of the Borrower Loan Agreements are true
and correct.
3. Not less than 95 percent of the sum of the proceeds of the sale of the Governmental Lender
Note and investment earnings on such proceeds will be expended for costs which will be chargeable to the
Project’s capital account or which would be so chargeable either with a proper election by the Borrower or
but for a proper election by the Borrower to deduct such amounts (“Capital Cost”). It is the intention of the
Borrower to (i) allocate the Proceeds to the Capital Costs of the Project actually paid with such Proceeds to
satisfy the “95 percent test” above (although the initial use of the Proceeds may not satisfy such 95 percent
test) and (ii) allocate other available funds of the Borrower to the other costs of the Project not paid with
Proceeds; in each case using such methods and within such times permitted by Treasury Regulations
Section 1.148-6(d). It is expected that the allocation of Proceeds to Capital Costs of the Project will be as
provided in Exhibit B attached hereto. No portion of the proceeds of the Governmental Lender Note paid
to the Borrower or any contractor who is a “related person” to the Borrower within the meaning of section
144(a)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), will represent overhead of the
Borrower which is not a Capital Cost or overhead of the contractor which would not be a Capital Cost if
incurred by the Borrower, or a profit to the Borrower or contractor. The Borrower is seeking to reimburse
$0.00 of previously paid Capital Costs with proceeds of the Governmental Lender Note. No Capital Costs
to be paid with proceeds of the Governmental Lender Note (other than architectural, engineering, surveying,
soil testing and similar costs which qualify as “preliminary expenditures” within the meaning of Treasury
Regulations Section 1.150-2(f)(2)) were incurred by the Borrower prior to January 27, 2022, the date which
2
4864-3356-4040.4
is 60 days prior to March 28, 2022, the date on which the Authority took official action with respect to the
Governmental Lender Note. 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.
4. The TEFRA notice for the Governmental Lender Note accurately described the Project, the
Project’s location, the Governmental Lender Note and the Borrower.
5. No costs of issuance in excess of 2% of the sale proceeds of the Governmental Lender Note
will be paid with proceeds of the Governmental Lender Note. For purposes of this paragraph 5, costs of
issuance include (i) counsel fees (including bond counsel, Authority’s counsel, Fiscal Agent’s counsel, as
well as any other specialized counsel fees incurred in connection with the issuance of the Governmental
Lender Note); (ii) Authority’s fees and Fiscal Agent fees incurred in connection with the issuance of the
Governmental Lender Note; (iii) paying agent and certifying and authenticating agent fees related to the
issuance of the Governmental Lender Note; (iv) accountant fees related to the issuance of the Governmental
Lender Note; (v) printing costs of the Governmental Lender Note; (vi) costs incurred in connection with
any required public approval process (e.g., publication costs for public notices generally and costs of any
public hearing); and (vii) similar costs that constitute “issuance costs” under Section 147(g) of the Code.
6. (i) The payment of principal and interest with respect to the Governmental Lender Note
will not be guaranteed (in whole or in part) by the United States or any agency or instrumentality of the
United States.
(ii) The proceeds of the Governmental Lender Note, or amounts treated as proceeds of the
Governmental Lender Note, will not be invested (directly or indirectly) in federally insured deposits or
accounts, except to the extent such proceeds (a) may be so invested for an initial temporary period until
needed for the purpose for which the Governmental Lender Note are being issued, (b) may be so used in
making investments of a bona fide debt service fund, or (c) may be invested in obligations issued by the
United States Treasury.
7. The reasonably expected economic life of the Project is not less than 40 years.
8. If at any point the Authority or the Borrower determines that less than 95 percent of the net
proceeds of the Governmental Lender Note are to be used to provide the Project (which could result in the
Project being deemed to be a non-qualified residential rental facility within the meaning of Section
142(a)(7) and 142(d) of the Code), the Authority and the Borrower shall comply with the remedial action
procedures as set forth in Exhibit A hereto.
IN WITNESS WHEREOF, the Borrower has caused this Borrower’s Proceeds Certificate to be
executed and delivered as of the date first written above.
VISTA BREEZE, LTD.,
a Florida limited partnership
By: APC Vista Breeze, LLC, a Florida limited
liability company, its managjng genepal partner
» KL TIL
Kenf etl ais i) esi font
S-1
[Signature Page | Borrower’s Proceeds Certificate]
(Vista Breeze)
4864-3356-4040.2
A-1
4864-3356-4040.4
EXHIBIT A
REMEDIAL ACTION RULE WRITTEN PROCEDURES FOR EXEMPT FACILITY
GOVERNMENTAL LENDER NOTES UNDER SECTION 142 OF THE CODE AND SECTION
1.142-2 OF THE REGULATIONS
(a) General Rule. If less than 95 percent of the net proceeds of an exempt facility
Governmental Lender Notes are actually used to provide an exempt facility, and for no other purpose, the
issue will be treated as meeting the use of proceeds requirement of Section 142(a) of the Code if the issue
meets the conditions of paragraph (b) of this Exhibit and the issuer takes the remedial action described in
paragraph (c) of this Exhibit.
(b) Reasonable Expectations Requirement. In order to take the remedial action described
in paragraph (c) of this Exhibit, the issuer must have reasonably expected on the issue date of the issue of
exempt facility Governmental Lender Notes that 95 percent of the net proceeds of the issue would be used
to provide an exempt facility and for no other purpose for the entire term of the Governmental Lender Notes
(disregarding any redemption provisions). To meet this condition the amount of the issue must have been
based upon reasonable estimates about the cost of the facility.
The requirement set forth in this paragraph (b) was satisfied at closing of the issue of obligations
described in the Borrower’s Proceeds Certificate to which this Exhibit is attached.
(c) Redemption or Defeasance.
(1) In General. The requirements of this paragraph (c) are met if all of the
nonqualified Governmental Lender Notes of the issue are redeemed on the earliest call date after
the date on which the failure to properly use the proceeds occurs. Proceeds of tax -exempt
Governmental Lender Notes (other than certain proceeds described in paragraph (d)(1) of this
Exhibit) must not be used for this purpose. If the Governmental Lender Notes are not redeemed
within 90 days of the date on which a failure to properly use proceeds occurs, a defeasance escrow
must be established for those Governmental Lender Notes within 90 days of that date.
(2) Notice of Defeasance. The issuer must provide written notice to the Commissioner
of Internal Revenue of the establishment of a defeasance escrow within 90 days of the date the
escrow is established.
(3) Special Limitation. The establishment of a defeasance escrow does not satisfy the
requirements of this paragraph (c) if the period between the issue date and the first call date is more
than ten and one-half (10.5) years.
(4) Special Rule for Dispositions of Personal Property. For dispositions of personal
property exclusively for cash, the requirements of this paragraph (c) are met if the issuer expends
the disposition proceeds within six (6) months of the date of the disposition to acquire replacement
property for the same qualifying purpose of the issue under Section 142 of the Code.
(5) Definition of Disposition Proceeds. Disposition proceeds means any amounts
(including property, such as an agreement to provide services) derived from the sale, exchange, or
other disposition of property (other than investments) financed with the proceeds of an issue.
A-2
4864-3356-4040.4
(d) When a Failure to Properly Use Proceeds Occurs.
(6) Proceeds Not Spent. For net proceeds that are not yet spent, a failure to properly
use proceeds occurs on the earlier of the date on which the issuer reasonably determines that the
financed facility will not be completed or the date on which the financed facility is placed in service.
(7) Proceeds Spent. For net proceeds that are spent, a failure to properly use proceeds
occurs on the date on which an action is taken that causes the Governmental Lender Notes not be
used for the qualifying purpose for which the Governmental Lender Notes were issued.
(e) Nonqualified Bonds.
(1) Amount of Nonqualified Governmental Lender Notes. For purposes of this Exhibit,
the nonqualified Governmental Lender Notes are a portion of the outstanding Governmental Lender
Notes in an amount that, if the remaining Governmental Lender Notes were issued on the date on
which the failure to properly use the proceeds occurs, at least 95 percent of the net proceeds of the
remaining Governmental Lender Notes would be used to provide an exempt facility. If no proceeds
have been spent to provide an exempt facility, all of the outstanding Governmental Lender Notes
are nonqualified Governmental Lender Notes.
(2) Allocation of Nonqualified Governmental Lender Notes. Allocations of
nonqualified Governmental Lender Notes must be made on a pro rata basis, except that an issuer
may treat any Governmental Lender Notes of an issue as the nonqualified Governmental Lender
Notes so long as:
(i) The remaining weighted average maturity of the issue, determined as of the
date on which the nonqualified Governmental Lender Notes are redeemed or defeased
(determination date), and excluding from the determination the nonqualified Governmental
Lender Notes redeemed or defeased by the issuer to meet the requirements of paragraph
(c) of this Exhibit, is not greater than
(ii) The remaining weighted average maturity of the issue, determined as of the
determination date, but without regard to the redemption or defeasance of any bonds
(including the nonqualified Governmental Lender Notes) occurring on the determination
date.
B-1
4864-3356-4040.4
EXHIBIT B
Uses by Source Schedules
[See attached]
Miami Beach - Miami-Dade County, FL, Vista Breeze Ltd.Sources by UsesSources TotalTotal Tax Exempt Bond 32,500,000Perm Loan 11,875,000Viability Loan 4,300,000SAIL 3,000,000Supplemental ELI 600,000NHTF 1,301,500HOME - 2022 + 2023 1,003,969SURTAX 5,950,000Limited Partner Equity 26,340,462Deferred Developer Fee 3,202,199Total Sources57,573,130Uses TotalTotal Tax Exempt BondPerm Loan Viability Loan SAILSupplemental ELINHTFHOME - 2022 + 2023SURTAXLimited Partner EquityDeferred Developer FeeHard Construction Costs 33,312,634 22,245,024 0 2,357,546 1,351,773 600,000 1,301,500 1,003,969 4,452,822 0 0Recreational/Owner Items 1,538,622 1,538,622 0 0 0000000Hard Cost Contingency 1,665,632 1,665,632 0 0 0000000Construction Interest Expense 3,736,886 2,242,132 0 1,494,754 0000000Permanent Loan Origination Fee 118,750 0 0 118,750 0000000Permanent Loan Closing Costs 54,450 0 0 54,450 0000000Construction Loan Origination Fee 325,000 0 0 0 325,000000000Construction Loan Closing Costs 97,500 0 0 0 97,500000000Costs of Issuance 431,070 0 0 0 431,070000000Other Loan Closing Costs 176,657 0 0 0 176,657000000Accounting Fees 40,000 0 0 40,000 0000000Application Fees 16,585 0 0 16,585 0000000Appraisal 12,770 12,770 0 0 0000000Architect Fee - Design 870,000 870,000 0 0 0000000Architect Fee - Supervision 190,000 190,000 0 0 0000000Builder's Risk Insurance 360,000 360,000 0 0 0000000Building Permit 1,428,685 1,428,685 0 0 0000000P&P Bond 269,717 269,717 0 0 0000000Credit Underwriting Fee 150,405 150,405 0 0 0000000Engineering Fee 150,806 150,806 0 0 0000000Environmental Report 6,700 6,700 0 0 0000000FHFC Administrative Fees 240,699 0 0 0 0 0 0 0 240,699 0 0FHFC Application Fees 9,500 0 0 0 0 0 0 0 9,500 0 0FHFC Compliance Monitoring Fee 229,316 0 0 0 0 0 0 0 229,316 0 0Impact Fees 66,027 0 0 0 0 0 0 0 66,027 0 0Inspection Fees 412,714 412,714 0 0 0000000Insurance - Property/Liability 178,500 178,500 0 0 0000000Legal Fees - Partnership 475,000 0 0 0 475,000000000Legal Fees - Other 135,000 0 0 0 135,000000000Market Study 8,000 0 0 0 8,000000000Marketing & Advertising 20,000 0 0 20,000 0000000Stabilization Operating Expenses 117,515 0 0 117,515 0000000Soil Test Report 13,650 13,650 0 0 0000000Survey (Including As-Built) 67,998 67,998 0 0 0000000Title Insurance & Recording 153,902 153,902 0 0 0000000Utility Connection Fee 128,690 128,690 0 0 0000000General Liability Insurance 116,595 116,595 0 0 0000000Scheduling 80,400 0 0 80,400 0000000Soft Cost Contingency 297,459 297,459 0 0 0000000Sub-Total 47,703,833 32,500,000 0 4,300,000 3,000,000 600,000 1,301,500 1,003,969 4,998,364 0 0Miscellaneous Reserves 481,830 0 0 0 00000481,830 0Land, To Be Acquired 800,000 0 0 0 00000800,000 0Bond Pay Down 32,500,000 0 11,875,000 0 0 0 0 0 951,636 19,673,364 0Developer's Fee 8,587,467 0 0 0 000005,385,267 3,202,199Total Project Cost57,573,130 32,500,000 11,875,000 4,300,000 3,000,000 600,000 1,301,500 1,003,969 5,950,000 26,340,462 3,202,199