TITLE
RESOLUTION APPROVING ISSUANCE BY PUBLIC FINANCE AUTHORITY, A WISCONSIN UNIT OF GOVERNMENT, OF ITS REVENUE NOTES IN ONE OR MORE SERIES IN AN AMOUNT NOT TO EXCEED $40,000,000.00 ON BEHALF OF SKY HARBOUR OPA LOCKA AIRPORT, LLC TO FUND A PLAN OF FINANCE WHICH INCLUDES CAPITAL PROJECTS LOCATED IN MIAMI-DADE COUNTY FOR PURPOSES OF SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND SECTION 66.0304(11)(A) OF THE WISCONSIN STATUTES, AS AMENDED

BODY
WHEREAS, Public Finance Authority (the �Authority�), a unit of government and body corporate and politic established under Section 66.0304(11)(A) of the Wisconsin State Statutes, as amended (the �PFA Act�), is authorized to issue tax-exempt, taxable and tax credit conduit Notes for public and eligible private entities throughout all fifty states for projects that contribute to social, economic growth and/or improve the overall quality of life; and
WHEREAS, Sky Harbour Opa Locka Airport, LLC, an affiliate of Sky Harbour Capital II LLC, or one or more subsidiaries or other affiliates thereof, an aircraft hangar developer throughout the United States (the �Borrower�), has requested the Authority, and the Authority has agreed, subject to certain terms and conditions, to issue up to $40,000,000.00 of revenue notes (the �Notes�) on the Borrower�s behalf to carry out a plan of finance which includes financing or refinancing the development of a general aviation and aircraft storage facility at Miami-Opa Locka Executive Airport located within the boundaries of Miami-Dade County, Florida (the �County�), comprising 15 hangars aggregating approximately 271,000 square feet, including additional related office


space for aviation use, and additional hangars for aviation maintenance, repair overhaul �built to suit� facilities, as more particularly described in the public hearing notice attached as Exhibit �A� (the �Public Hearing Notice�) to this resolution (the �Plan of Finance�); and
WHEREAS, the Authority and the Borrower have requested that this Board approve the issuance of the Notes to fund the Plan of Finance after a public hearing following reasonable public notice pursuant Section 147(f) of the Internal Revenue Code of 1986, as amended (the �Code�), which requires such approval as a condition of exclusion from gross income for federal income tax purposes of the interest on the Notes; and
WHEREAS, the Public Hearing Notice was published more than seven days in advance of a public hearing by this Board to consider the issuance of the Notes pursuant to Section 147(f) of the Code; and
WHEREAS, the public hearing so noticed was duly held by the Board and as a result, the Board desires to approve the issuance of the Notes for the purpose of complying with the PFA Act and Section 147(f) of the Code,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that:
Section 1. Ratifies and adopts the matters set forth in the foregoing recitals.
Section 2. The issuance of the Notes by the Authority on behalf of the Borrower in an aggregate principal amount not-to-exceed $40,000,000.00 to fund the Plan of Finance is approved for purposes of the PFA Act and Section 147(f) of the Code.
Section 3. The Notes, related interest and any other obligations incurred in connection with the Notes shall not constitute a general obligation, debt or indebtedness of the State of Florida (the �State�) or the County or any political subdivision of the State within the meaning of any provision of the Constitution and laws of the State and shall not constitute nor give rise to a pecuniary liability or a charge against the general credit or taxing powers of the State or the County, but shall be payable solely from the revenues and other moneys specifically provided by the Borrower for the payment of the Notes, related interest and any other obligation incurred in connection with the Notes.