HomeMy WebLinkAboutExhibitEXHIBIT A
ESTOPPEL CERTIFICATE — CITY
THIS ESTOPPEL CERTIFICATE (this "Certificate") is made as of [ 1
2025 by City of Miami, a Florida municipal corporation (the "City") for the benefit of Dulce Vida
Apartments, LLC (the "Company"), AHP Housing Fund 402, LLC, a Delaware limited liability
company (the "Investor Member"), and Citibank, N.A., a national banking association ("Lender").
Background Information
A. On or about the date hereof, the City executed that certain Quitclaim Deed (the
"Quit Claim Deed') in favor of the Company for the parcel of property described in Exhibit "A" to
the Quit Claim Deed. Capitalized terms used herein and not defined shall have the meaning
ascribed thereto in the Quit Claim Deed.
B. On or about the date hereof, the Company executed that certain Declaration
of Restrictive Covenants (the "Declaration") in favor of the City encumbering the Property.
C. Investor Member has agreed to acquire a 99.99% interest in the Company as
the investor member in exchange for an allocation of 99.99% of the federal low-income
housing tax credits allocated to Company, all in accordance with the terms of that certain
Amended and Restated Operating Agreement of the Company dated on or about the date
hereof (the "Operating Agreement"). Investor Member would not agree to make its
investment pursuant to the terms of the Operating Agreement without the confirmation and
affirmation by City of the items set forth in this Certificate, and the Investor Member is
relying on the representations and covenants of the City in connection therewith.
C. Lender has agreed to make one or more loans to the Company, all in
accordance with the terms of the loan documents evidencing such loan(s) (collectively, the
"Loan Documents"). Lender would not agree to make the Loan pursuant to the Loan
Documents without the confirmation and affirmation by City of the items set forth in this
Certificate, and the Lender is relying on the representations and covenants of the City in
connection therewith.
NOW, THEREFORE, for good and valuable consideration, the parties hereto as
follows:
1. Transfer. Notwithstanding the provisions of Section 9(d) and 17 of the Quit
Claim Deed and Section 5.1(e) of the Declaration, City confirms and agrees that (i) the Investor
Member shall be permitted to freely transfer its interest in the Company without the consent of
the City in accordance with the Operating Agreement, (ii) an affiliate of the Investor Member is
an acceptable replacement Managing Member of the Company and does not require the
consent of the City in accordance with the Operating Agreement, and (iii) the dilution of the
Managing Member's interest in the Company shall be permitted without the consent of the City
in accordance with the Operating Agreement.
2. Certificate of Occupancy and Termination of Reverter. City confirms that the
remedy of reverter shall automatically terminate upon the issuance of a Certificate of
Occupancy for the completion of the work described in [Permit Number ], as provided in
Section 10 of the Quit Claim Deed. [NOTE: We understand this is the permit for the 140
apartment units plus the grey shell of the library.]
1
#14111908v1 - AHP - Dulce Vida Apartments - Estoppel Certificate (City) - 44824-0002
3. Investor Member and Lender Address. Notices required or permitted to be sent
to the Investor Member and Lender under the Quit Claim Deed or the Declaration shall be sent
to the Investor Member and Lender at the address below.
With a copy to:
INVESTOR MEMBER ADDRESSES:
AHP Housing Fund 402, LLC
1314 Douglas Street, Suite 1400
Omaha, NE 68102-1944
Attention: Legal Notices
Email: notices@berkahp.com
Kutak Rock LLP
1650 Farnam Street
Omaha, Nebraska 68102
Attention: Erin M. O'Gara
Email: erin.ogara@kutakrock.com
LENDER ADDRESSES:
Citibank, N.A.
388 Greenwich Street, Trading 4th Floor
New York, New York 10013
Attention: Transaction and Asset Management Group
Re: Dulce Vida
Facsimile: (212) 723-8209
Citibank, N.A.
Transaction and Asset Management Group/Post Closing
Citi Community Capital
3800 Citibank Center
Tampa, Florida 33610
Re: Dulce Vida
Prior to the Conversion Date, with a copy to:
Citibank, N.A.
388 Greenwich Street, Trading 4th Floor
New York, New York 10013
Attention: Account Specialist
Re: Dulce Vida
Facsimile: (212) 723-8209
Following the Conversion Date, with a copy to:
Citibank, N.A.
c/o Berkadia Commercial Servicing Department
323 Norristown Road, Suite 300
Ambler, Pennsylvania 19002
Attention: Client Relations Manager
Re: Dulce Vida
Facsimile: (215) 328-0305
And a copy of any notices of default sent to:
Citibank, N.A.
388 Greenwich Street, 17th Floor
New York, New York 10013
Attention: General Counsel's Office
Re: Dulce Vida
Facsimile: (646) 291-5754
4. City represents and warrants that the person executing this Certificate on behalf
of City has the full power and authority to execute this Certificate and to bind City to the
agreements as set forth herein, notwithstanding the provisions of Section 13 of the Quit Claim
Deed or Section 7 of the Declaration. In the event of any conflict between this Certificate and
the terms of the Quit Claim Deed or the Declaration, the terms of this Certificate shall prevail.
5. Company represents and warrants that the person executing this Certificate on
behalf of the Company has the full power and authority to execute this Certificate and to bind
the Company to the agreements as set forth herein.
[Remainder of Page Left Intentionally Blank — Signature Pages to Follow]
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed as
of the day and year first above written.
City:
City of Miami, a municipal corporation of the
State of Florida
By
Name
Title
Approved as to form and correctness:
City Attorney
By
Name
Title
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed as of the
day and year first above written.
Company:
Dulce Vida Apartments, LLC, a Florida
limited liability company
By: Dulce Vida Holdings, LLC, a Florida
limited liability company , its
Manager
By: Coral Rock Development
Group, LLC, a Florida limited
liability company, its Manager
By:
Name: Michael D. Wohl
Title: Manager