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HomeMy WebLinkAboutExhibit APREPARED BY AND RETURN TO: Billing, Cochran, Lyles, Mauro & Ramsey, P.A. 515 East Las Olas Boulevard, 6' Floor Fort Lauderdale, Florida 33301 Attn: Michael J. Pawelczyk, Esq. DECLARATION OF CONSENT TO JURISDICTION OF THE SAWYER'S LANDING COMMUNITY DEVELOPMENT DISTRICT (IMPOSITION OF SPECIAL ASSESSMENTS, AND IMPOSITION OF LIEN OF RECORD); AND MORTGAGEE ACKNOWLEDGMENT OF DISTRICT'S SPECIAL ASSESSMENT LIEN BLOCK 55 OWNER, LLC, a Florida limited liability company, whose address is 2901 Florida Avenue, Suite 806, Coconut Grove, Florida 33133 ("Initial Landowner"), BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership, whose address is 2901 Florida Avenue, Suite 806, Coconut Grove, Florida 33133 ("Successor Landowner" and together with Initial Landowner, collectively, the "Landowner"), HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida, whose address is 7855 NW 12th Street, Suite 2020, Doral, Florida 33126 ("HFA Mortgagee") and THE CITY OF MIAMI, FLORIDA, a municipal corporation and political subdivision of the State of Florida, whose address is ("City Mortgagee" and together with HFA Mortgagee, each, a "Mortgagee" and collectively, "Mortgagees"), hereby enter into this instrument (the "Declaration of Consent to Jurisdiction"), as of June 2021. 1. The Landowner, intending that it and its respective successors in interest and assigns shall be legally bound by this Declaration of Consent to Jurisdiction hereby declares, acknowledges, and agrees, as follows: A. The Initial Landowner is the owner of those certain lands which are described in Exhibit A attached hereto (the "Property") located within the boundaries of the Sawyer's Landing Community Development District (the "District") within the municipal limits of the City of Miami in Miami -Dade County, Florida. B. The District is, and has been at all times, on and after January 30, 2021, a legally created, duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the "Act"). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the Board of County Commissioners of Miami -Dade County, Florida (the "County Commission"), relating to the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance No. 2021-2, enacted on January 20, 2021 and effective January 30, 2021, was duly enacted by the County Commission in compliance with all applicable requirements of law; (c) all members of the Board of Supervisors of the District were duly and properly designated pursuant to the Act to serve in their respective capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from January 30, 2021; (d) the Landowner, on behalf of itself, its successors Declaration of Consent - SLCDD Rev. 05-18-2021 and assigns, hereby confirms and agrees that the special assessments (the "Special Assessments") imposed by District Resolutions 2021-11, 2021-12, and 2021-14, duly adopted by the Board of Supervisors of the District (the "Board") on February 1, 2021, February 1, 2021, and March 10, 2021, respectively (collectively, the "Assessment Resolutions") and the Master Assessment Methodology Report for Special Assessment Bonds, dated February 1, 2021 and the First Supplemental Assessment Methodology Report for Special Assessment Bonds, dated June , 2021, each prepared by Governmental Management Services -South Florida, LLC, and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the Special Assessments, are legal, valid and binding first liens upon the Property co -equal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid. C. The Landowner, on behalf of itself and its successors and assigns hereby waives the right granted in Chapter 170.09, Florida Statutes, to prepay the Special Assessments without interest within thirty (30) days after the improvements are completed, in consideration of the rights granted by the District to prepay the Special Assessments in full or in part at any time, but with interest, under the circumstances set forth in the resolutions of the District levying the Special Assessments. D. The Landowner hereby expressly acknowledges, represents and agrees that (i) the Special Assessments, the Assessment Resolutions, and the terms of the True -Up Agreement, the Collateral Assignment and Assumption of Development Rights, the Completion Agreement, and the Assignment and Acquisition Agreement, which the Initial Landowner and Successor Landowner, as applicable, will enter into with the District of equal date herewith (herein collectively, the "Financing Documents") and which are related to the District's proposed issuance of its $ Sawyer's Landing Community Development District Special Assessment Bonds, Series 2021 (the "Bonds"), or securing payment thereof, are valid and binding obligations of Initial Landowner and Successor Landowner, as applicable, enforceable in accordance with their respective terms, provided, the foregoing is qualified to the extent that such enforceability of such documents may be limited by bankruptcy, insolvency, reorganization, moratorium, equitable principles of general application, or similar laws in each case relating to or affecting the enforcement of creditors' rights generally; (ii) there are no presently known claims or offsets of Landowner whatsoever against, or presently known defenses or counterclaims of Landowner relating to payments of the Special Assessments, or presently known claims of invalidity, deficiency or unenforceability of the Special Assessments and the Financing Documents to which Initial Landowner and/or Successor Landowner is a party, the Improvements and the benefit thereof to the Property, or any portions thereof (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) the Landowner expressly waives and relinquishes any argument, claim or defense that foreclosure proceedings cannot be commenced until one (1) year after the date of the Landowner's default, and agrees that (1) the Special Assessments are not a "tax," and (2) immediate use of remedies in Chapter 170, Florida Statutes, is an appropriate and available remedy, notwithstanding the provisions of Section 190.026, Florida Statutes; and (iv) the Landowner expressly waives and relinquishes any argument, claim or defense that the Landowner may have regarding the District's lawful and proper Declaration of Consent - SLCDD Rev. 05-18-2021 collection of the Special Assessments levied on the Property. E. This Declaration shall represent a lien of record ("Lien of Record") for purposes all purposes, including, without limitation, Section 197.5731, Florida Statutes. Other information regarding the Special Assessments is available from Governmental Management Services -South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, FL 33351 (or any successor District Manager or Collection Agent). F. THE DECLARATIONS, ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING ON THE LANDOWNER AND ON ALL PERSONS (INCLUDING CORPORATIONS, PARTNERSHIPS, LLCs, ASSOCIATIONS, TRUSTS AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL OR ANY PART OF THE PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREED TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE ESTOPPED FROM CONTESTING, IN COURT OR OTHERWISE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THIS DECLARATION. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS DECLARATION SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY ANY PARTY TO THIS DECLARATION AS TO THE TRUTH OR ACCURACY OF THE MATTERS SET FORTH IN SECTION 1 OF THIS DECLARATION. 2. Each Mortgagee, intending that it and its respective successors in interest and assigns shall be legally bound by this instrument, hereby declares, acknowledges and agrees as follows: A. The HFA Mortgagee is the owner and holder of that certain Mortgage dated , 2021, and recorded at Official Records Book , Page , of the Public Records of Miami -Dade County, Florida (the "HFA Mortgage"), encumbering a portion of the Property as more particularly described in the HFA Mortgage. B. The City Mortgagee is the owner and holder of that certain Mortgage dated , 2021, and recorded at Official Records Book , Page , of the Public Records of Miami -Dade County, Florida, (the "City Mortgage" and together with the HFA Mortgage, each, a "Mortgage" and collectively, the "Mortgages") encumbering a portion of the Property as more particularly described in the City Mortgage. B. Each Mortgagee hereby acknowledges and agrees to this Declaration of Consent to Jurisdiction and the imposition of the District's Special Assessments secured by the Lien of Record as agreed to herein by the Landowner. C. Each Mortgagee hereby acknowledges and agrees that the lien of its Mortgage is now and shall forever hereafter be subordinate and inferior to the District's Special Assessments and Lien of Record relating thereto, including without limitation, any and all sums at any time due and owing pursuant to the Special Assessments as secured by the Lien of Record, Declaration of Consent - SLCDD Rev. 05-18-2021 any interest thereon, and all expenses, costs, and attorneys fees incurred by the District in connection with the foreclosure of the Property or collection of the Special Assessments. D. In the event either Mortgagee institutes a foreclosure action against the Landowner, or its successors in interest or assigns, such Mortgagee agrees that it shall not name the District as a defendant in such action or assert any allegations against the District that such Mortgagee's lien is equal or superior to, or that such Mortgagee may otherwise legally effectuate foreclosure of, the District's Special Assessments and Lien of Record relating thereto. E. In the event District institutes a foreclosure action against the Property to collect the District's due and unpaid Special Assessments secured by the Lien of Record, each Mortgagee shall and hereby agrees to waive any and all defenses to the foreclosure instituted by the District, whether such defenses are based on statutory provisions or otherwise, but this provision shall not be construed to waive any right of such Mortgagee to receive any overage in net proceeds in the event of a foreclosure sale. [Signatures on following pages] Declaration of Consent - SLCDD Rev. 05-18-2021 This Declaration of Consent to Jurisdiction is effective as of the date first above written. BLOCK 55 OWNER, LLC, a Florida limited liability company By: SG MANAGER, LLC, a Florida limited liability company, its manager Witnesses: By: Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE Michael J. Swerdlow, Manager The foregoing instrument was acknowledged before me by means of [] physical presence or ] online notarization, this day of June, 2021, by Michael J. Swerdlow, as Manager of SG MANAGER, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER, LLC, a Florida limited liability company, on behalf of said limited liability companies. He is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his knowledge. Notary Public Commission: Declaration of Consent - SLCDD Rev. 05-18-2021 BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: SG MANAGER, LLC, a Florida limited liability company, its general partner Witnesses: By: Michael J. Swerdlow, Manager Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of [] physical presence or ] online notarization, this day of June, 2021, by Michael J. Swerdlow, as Manager of SG MANAGER, LLC, a Florida limited liability company, as general partner of BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership, on behalf of said entities. He is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his knowledge. Notary Public Commission: Declaration of Consent - SLCDD Rev. 05-18-2021 HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida Witnesses: By: Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE Name: Title: The foregoing instrument was acknowledged before me by means of [ I physical presence or FI online notarization, this day of June, 2021, by , as of the HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA, a public body corporate and politic duly organized and validly existing under the laws of the State of Florida. He or she is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his or her knowledge. Notary Public Commission: Declaration of Consent - SLCDD Rev. 05-18-2021 ATTEST: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation of the State of Florida Arthur Noriega V City Manager The foregoing instrument was acknowledged before me by means of [] physical presence or FI online notarization, this day of June, 2021, by Arthur Noriega V, as City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida. He is personally known to me or has produced as identification and who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his or her knowledge. Notary Public Commission: Declaration of Consent - SLCDD Rev. 05-18-2021 Exhibit A PROPERTY Legal Description: Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami - Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. 4828-1193-2391, v. 3 Declaration of Consent - SLCDD Rev. 05-18-2021