HomeMy WebLinkAboutExhibit SUBATTACHMENT A-1 TO WAGNER SQUARE RESOLUTION
This instrument prepared by
and when recorded return to
Olga Ramirez-Seijas, Esq.
City of Miami
City Attorney's Office
444 SW 2nd Ave. Suite 945
Miami, Florida 33130
(Space Above For Recorder's Use Only)
AMENDED DECLARATION OF RESTRICTIONS AND REVERTER
The undersigned is the Owner of the following described real property (the
"Property"), lying, being and situated in Miami -Dade County, Florida, and legally
described as:
See Exhibit "A" attached hereto and by this reference made
a part hereof.
The City of Miami (the "City") conveyed the Property to the Owner
pursuant to that certain Purchase and Sale Agreement dated May 30, 2003 (the
"Agreement");
Pursuant to the Agreement, the Owner represented that it would develop the
Property in three separate phases (each, a "Phase", and collectively, the "Phases")
consistent with the site plan.
In addition, and as a specific part of the consideration for the City's
entering into the Agreement, the Owner agreed that the two residential Phases
would be restricted solely to development of residential condominiums which
would be sold predominantly as affordable housing, as more particularly described
below (each, a "Residential Phase") and one Phase would be developed as a
commercial component consisting of approximately I08,000 square feet of
commercial space (the "Commercial Component").
Simultaneously with the conveyance of the Property, Owner executed a
Declaration of Restrictions and Reverter recorded March 22, 2005 in Official
Records Book 23191, Page 1536-1540, of the Public Records of Miami -Dade
County, Florida (the "Original Declaration").
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At Owner's request, the Miami City Commission, on December 15, 2005,
adopted Resolution No. 05-0736 authorizing a reduction in the number of required
affordable housing units from 52 to 28 affordable housing units and 24 workforce
housing units, while maintaining the total number of residential units in each
Residential Phase at 99.
At Owner's request, the Miami City Commission, on March 8, 2007 adopted
Resolution No. 07- authorizing a further reduction in the total number of residential
units under each Phase from 99 to 52, thereby eliminating all the market rate housing
units but maintaining the required 24 workforce and 28 affordable units in each tower,
and allowing the Commercial Component to consist of a `minimum' of 108,000 square
feet of commercial space.
Resolution No. 07- also authorizes and directs the Owner to commence
construction of the first Residential Phase not later than June 10, 2008.
Owner hereby amends the Original Declaration in its entirety, to read as set
forth herein, and by joinder hereof, the City consents to such amendment.
IN ORDER TO ASSURE the City that the representations made to it by the
Owner regarding development of the Property will be abided by the Owner, the
Owner freely, voluntarily and without duress makes this Declaration of
Restrictions (the "Declaration") covering and running with the title to the
Property as follows:
(1)
Development of Condominium. The Owner hereby confirms, stipulates and
agrees that, in accordance with the site plan, two of the Phases shall be used
solely and exclusively as residential condominiums (the "Condominiums")
consisting of fifty—two (52) units each, subject to the affordable housing
requirements set forth in the Declaration of Restrictions dated March 10,
2005, recorded March 22, 2005 in Official Records Book 23191, Pages 1541-
1546 of the Public Records of Miami, Dade County, Florida, as amended by
Amended Declaration of Restrictions recorded July 12, 2006 in Official
Records Book 24712, Pages 396-405, of the Public Records of Miami, Dade
County, Florida, and as further amended by Second Amended Declaration of
Restrictions dated of even date herewith and being recorded in the Public
Records of Miami -Dade County, Florida, simultaneously herewith..
(2) Covenant to Build and Timing. But for the Owner's agreement to develop
the Property as stated above in an efficient and timely manner, the City
would not have conveyed the Property to Owner. As such, the Owner hereby
agrees that (a) it shall commence construction of at least one (1) of the
Condominiums by June 10, 2008 , such construction to be evidenced by (i)
closing of a construction loan, (ii) either direct evidence of sufficient
additional equity to complete construction of such Condominium or
certification from the institutional construction lender of availability of such
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(3)
physical commencement of the work, and (b) Owner shall not be entitled to
commence construction of the Commercial Component prior to
commencement of at least one of the Condominium phases.
Reverter. In the event of a violation of Paragraph 2 above, the City shall be
entitled, (a) upon written notice to Owner and (b) upon reimbursement to
Owner as provided below, to cause title to the Property to revert to the City,
whereupon (i) Owner agrees to execute all documents necessary or desirable
to effectuate the reversion of title and (ii) the City shall pay to the Owner
out-of-pocket costs expended by Owner in connection with the
environmental remediation of the Property (as substantiated by Owner with
reasonable supporting documentation) in accordance with the project budget,
subject to a cap of $1,619,000.00, less any funds previously disbursed to
Owner by the City. Owner hereby appoints the City as its attorney -in -fact
with full power to execute and deliver, on Owner's behalf, all documents
necessary or desirable to effectuate the above reversion of title, should
Owner fail or refuse to do so.
Anything to the contrary notwithstanding, the City shall execute and deliver
to Owner a Release of Declaration of Restrictions and Reverter
simultaneously with (i) Owner's closing on a construction loan, and (ii)
presentation to the City of evidence that owner has complied with the
requirements of paragraph 2(a) hereof by delivering to the City the
following: (a) evidence of physical commencement of construction of the
first Condominium; (b) evidence of sufficient additional equity to complete
construction of such Condominium or certification from the institutional
construction lender of the availability of such necessary equity and; (c) a
copy of a full building permit for the Condominium. The form of Release
and Termination of Declaration of Restrictions and Reverter to be executed
by the City is attached hereto as Exhibit "B".
(4) Time is of Essence. The Owner acknowledges and agrees that time is of the
essence with respect to each and every provision of this Declaration.
(5) Covenant Running with the Land. This Declaration on the part of the
Owner shall constitute a covenant running with the land and shall be
recorded in the public records of Miami -Dade County, Florida and shall
remain in full force and effect and be binding upon the Owner, and its
successors and assigns until such time as the same is modified or released
pursuant to the terms hereof. These restrictions during their lifetime shall be
a restriction and limitation upon, all present and future owners of the real
property and for the public welfare.
(6) Modification Amendment Release. This Declaration may be modified,
amended or released as to the land herein described, or any portion thereof,
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THIS DOCUMN A SUBSTITUTION TO
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(7)
by a written instrument executed by the Owner and the City, or otherwise in
accordance with the provisions of Paragraph 3 herein.
Enforcement. Enforcement shall be by action against any parties or person
violating, or attempting to violate, any provision of this Declaration. This
Declaration, and the acceptance hereof by the City, is not intended and
should not be construed to confer any rights on any third parties other than
the Owner and the City. The prevailing party in any action or suit, pertaining
to or arising out of this Declaration, shall be entitled to recover, in addition
to costs and disbursements allowed by law, such sum as the Court may
adjudge to be reasonable for the services of its attorney, at trial and appeal.
This enforcement provision shall be in addition to any other remedies
available at law or in equity or both.
(8) Remedies. Each party shall have all rights, remedies and privileges
available at law or in equity. All rights, remedies and privileges granted
herein shall be deemed to be cumulative and the exercise of any one or more
shall neither be deemed to constitute an election of remedies, nor shall it
preclude either party from exercising such other additional rights, remedies
or privileges.
(9)
Severability. Invalidation of any one of these covenants, by judgment or
Court, in no way shall affect any of the other provisions which shall remain
in full force and effect.
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(10) Recording. This Declaration shall be filed of record in the public records
of Miami -Dade County, Florida at the cost of the Owner.
Signed, witnessed, executed and acknowledged this day of
2007.
Witnesses: Wagner Square, LLC, a Florida limited
liability company,
By:
Print Name: Print Name:
Print Name: Title:
STATE OF FLORIDA }
COUNTY OF MIAMI-DADE }ss
(SEAL)
The foregoing instrument was acknowledged before me this day
of , 2007 by , as of Wagner
Square, LLC, a Florida limited liability company, on behalf of the limited
liability company, who is personally known to me or produced a valid driver's
license as identification.
NOTARY PUBLIC:
Sign:
Print:
My Commission Expires:
State of Florida at Large (Seal)
THIS sy { . 5 � STITUTION TO
ORIGINAL in i INAL CAN BE
SEEN AT END F THIS DOCUMENT
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EXHIBIT "A"
The Property
All of WAGNER SQUARE, according to the Plat thereof, as recorded in
Plat Book 162, Page 66, of the Public Records of Miami -Dade County,
Florida.
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EXHIBIT "B"
RELEASE AND TERMINATION OF
DECLARATION OF RESTRICTIONS AND REVERTER
The City of Miami hereby unconditionally releases and terminates that
certain Declaration of Restrictions and Reverter dated
recorded , in Official Record Book , at Page , of
the Public Records of Miami -Dade County. Florida.
Signed, witnessed, executed and acknowledged this day of
, 200 .
Attest: City of Miami
City Clerk City Manager
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
200 by , as City Manager, and on
behalf of the City of Miami, who is personally known to me or produced a
valid driver's license as identification.
Notary Public
Sign Name:
Print Name:
My Commission Expires:
[NOTARIAL SEAL]
THIS DOCU,.. , j A SUBSTITUTION TO
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ATTACHMENT A-2 TO WAGNER SQUARE RESOLUTION
This instrument prepared by
and when recorded return to
Olga Ramirez-Seijas, Esq.
City Attorney's Office
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130
(Space Above For Recorder's Use Only)
SECOND AMENDED DECLARATION OF RESTRICTIONS
The undersigned is the Owner of the real property (the "Property") located
in Miami -Dade County, Florida, legally described in Exhibit "A".
See Exhibit "A" attached hereto and by this
reference made a part hereof.
The City of Miami (the "City") conveyed the Property to the Owner
pursuant to that certain Purchase and Sale Agreement dated May 30, 2003, as
amended (the "Agreement");
Pursuant to the Agreement, the Owner represented that it would develop the
Property in three separate phases (each, a "Phase", and collectively, the "Phases")
consistent with the site plan.
In addition, and as a specific part of the consideration for the City's
entering into the Agreement, the Owner agreed that the two residential Phases
would be restricted solely to development of residential condominiums which
would be sold predominantly as affordable housing, (each, a "Residential Phase")
and one Phase would be developed as a commercial component consisting of
approximately 108,000 square feet of commercial space (the "Commercial
Component").
The Owner has also represented that it would commence construction of at
least one (1) of the Residential Phases prior to commencement of construction of
the Commercial Component.
Simultaneously with the conveyance
Declaration of Rest
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of the Property, Owner executed a
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23191, Pages 1541-1546 of the Public Records of Miami -Dade County, Florida
(the "Original Covenant") to assure, among other things, that at least 74 of the 99
units in each Residential Phase shall be sold predominantly as affordable housing
units.
At Owner's request, the City Commission, on December 15, 2005, adopted
Resolution No. 05- 0736 authorizing an amendment to the Original Covenant to
reduce the number of required affordable housing units to 28 and to provide a
minimum of 24 units as workforce housing units, as described in the Amended
Declaration of Restrictions dated May 9, 2006, recorded July 12, 2006 in Official
Records Book 24712, Page 396, of the Public Records of Miami -Dade County,
Florida (the "First Amendment") .
The Owner has requested, due to current market conditions, to reduce the total
number of residential units under each Phase from 99 to 52, to eliminate market rate
housing units but maintain the required 24 workforce and 28 affordable units in each
tower and to allow the Commercial Component to consist of a `minimum' of 108,000
square feet of commercial space, and the City has agreed to Owner's request, by City
Commission Resolution No. 07- , adopted March 8, 2007, and to; and
Owner hereby amends the Original Covenant, as amended by the First
Amendment, in its entirety, to read as set forth herein, and by joinder hereof, the
City consents to such amendment.
IN ORDER TO ASSURE the City that the representations made to it by
the Owner regarding development of the Property will be abided by the Owner, the
Owner freely, voluntarily and without duress makes this Declaration of Restrictions
(the "Declaration") covering and running with title to the Property as follows:
ors
(1) Development of Condominium. The Owner hereby confirms,
stipulates and agrees that each Residential Phase shall contain fifty-
two residential condominium units and shall be subject to the
affordable housing requirements set forth in Paragraph 3 below.
(2) Timing of Construction. The Owner hereby agrees that construction
of at least one Residential Phase shall commence prior to
commencement of construction of the Commercial Component, and
conclusive compliance with this provision for the purposes hereof
shall be sufficiently evidenced by (i) closing of a construction loan for
the Residential Phase, (ii) either direct evidence of sufficient
additional equity to complete construction of such Residential Phase
or certification from the institutional construction lender of
availability of such necessary equity, (iii) full building permit for the
Residential Phase and (iv) physical commencement of the work.
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(3)
agrees that at least 28 of the 52 units in each Residential Phase (the
"Affordable Housing Units") shall be sold predominantly as
affordable housing units to individual third party purchasers who meet
the following affordable housing income test criteria: (i) at least four
(4) units must be sold to families whose income does not exceed 50%
of the median income for Miami -Dade County, Florida, (ii) at least
eighteen (18) units must be sold to families whose income does not
exceed 80% of the median income for Miami -Dade County, Florida
and (iii) at least six (6) units must be sold to families whose income
does not exceed 120% of the median income for Miami -Dade County.
Florida. Additionally, Owner agrees that at least ten (10) units shall
be sold to families whose income does not exceed 150% of the
median income for Miami -Dade County and at least fourteen (14)
units will be sold to families whose income does not exceed 170% of
the median income for Miami -Dade County, Florida ("Workforce
Housing Units"). In the event that Owner is unable to obtain, after
good faith effort, additional HOME Funds (i.e., governmental grants
or other economic incentives) in the amount of $ l ,200,000 for the
development of the second Residential Phase, then all of the
Affordable Housing Units in the second Residential Phase shall be
sold to purchasers who meet the affordable housing income test
criteria set forth in subparagraph, 3(iii) above. In order to ensure
compliance with the requirements of this paragraph, the Owner shall
obtain a written and sworn affidavit, in the form attached hereto as
Exhibit "B", from the purchaser of each of the 28 Affordable Housing
Units, certifying and confirming to the City the purchaser's
compliance with the above described affordable housing income test
criteria and, for at least the twenty four (24) Workforce Housing
Units, in each Residential Phase, a written and sworn affidavit, from
the purchaser of each such unit, in the form attached hereto as Exhibit
"C", certifying and confirming to the City the purchaser's compliance
with the applicable workforce housing income test criteria.
(4) Continuous Construction. Upon commencement of construction of
each Phase construction thereof shall be maintained on a
continuous basis in good faith in order to timely complete
construction of such Phase.
(5) Covenant Against Assignment. The Owner shall not convey title to
any Phase or any ownership interest in the Owner and/or the Property
without the prior written consent of the City in its sole and absolute
discretion (subject to the Iimitations related to the second residential
Phase provided hereinafter). Notwithstanding the foregoing, the City's
consent shall be deemed granted and the Owner shall be entitled to
assign and convey interests in the Property under the following
circumstances: (a) an\assianmes w 44,,,, vAApp cjy9�w ��
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affiliate of the Owner; (b) any assignment of a minority equity interest
in the Owner to a third party investor, based on the City's eligibility
requirements set forth below; (c) any conveyance to any institutional
construction lender providing construction financing for such Phase or
any institutional permanent lender providing financing for such Phase
and/or any of their assigns or successors in title, and (d) any
conveyance in accordance with the provision of Paragraph (3) of this
Declaration. No assignment permitted by this paragraph (other than
pursuant to Sub -paragraph (d) hereinabove) shall in anyway release
the requirements of this Declaration. From and after the issuance of a
certificate of occupancy for the first Residential Phase and the
Commercial Component, the Owner may assign its interests in or title
to the second Residential Phase with the City's prior written approval,
which approval shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Owner expressly agrees that minority
equity third party investors shall have not, as of the time when the
assignment occurs or approval of the City is requested: (i) committed
a material breach under any lease or other written agreement with
City; (ii) had any criminal felony convictions within the immediately
preceding ten (10) years, (iii) had a reputation (as evidenced by
newspaper articles or other media reports of the mainstream press
which are not subsequently retracted) for corrupt or unlawful business
dealings; (iv) been named on any terrorist list; or (v) otherwise have
been previously barred from doing business with the City.
(6) Term. This Declaration is to run with the land and shall be binding
on all parties and all persons claiming under it until all of the
Affordable and Workforce Housing Units have been built, sold and
conveyed to individual third party purchasers qualifying pursuant to
the requirements of Paragraph (3) above, provided however, that each
separate condominium unit shall be deemed released from the
provisions of this Declaration upon recordation in the public records
of Miami -Dade County, Florida, of a release by the City.
(7)
(8)
Time is of Essence. The Owner acknowledges and agrees that time is
of the essence with respect to each and every provision of this
Declaration.
Covenant Running with the Land. This Declaration on the part of
the Owner shall constitute a covenant running with the land and shall
be recorded in the public records of Miami -Dade County, Florida and
shall remain in full force and effect and be binding upon the Owner,
and its successors and assigns until such time as the same is modified
or released pursuant to the terms hereof. These restrictions during
THIS DU`
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(9)
their lifetime shall be a restriction and limitation upon all present and
future owners of the real property and for the public welfare.
Modification Amendment Release. This Declaration may be
modified, amended or released as to the land herein described, or any
portion thereof, by a written instrument executed by the Owner and
the City, or as described in Paragraph (6) hereof.
(10) Enforcement. Enforcement shall be by action against any parties or
person violating, or attempting to violate, any provision of this
Declaration. This Declaration, and the acceptance hereof by the City,
is not intended and should not be construed to confer any rights on
any third parties other than the Owner and the City. The prevailing
party in any action or suit, pertaining to or arising out of this
Declaration, shall be entitled to recover, in addition to costs and
disbursements allowed by law, such sum as the Court may adjudge to
be reasonable for the services of its attorney, at trial and appeal. This
enforcement provision shall be in addition to any other remedies
available at law or in equity or both.
(11) Remedies. Each party hereto shall have all rights, remedies and
privileges available at law or in equity. All rights. remedies and
privileges granted herein shall be deemed to be cumulative and the
exercise of any one or more shall neither be deemed to constitute an
election of remedies, nor shall it preclude either party from exercising
such other additional rights, remedies or privileges.
(12) Severability. Invalidation of any one of these covenants, by
judgment or Court, in no way shall affect any of the other provisions
which shall remain in full force and effect.
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(13) Recording. This Declaration shall be filed of record in the public
records of Miami -Dade County Florida at the cost of the Owner.
Signed, witnessed, executed and acknowledged this day of
200 .
Witnesses:
Wagner Square, LLC, a Florida
limited liability company,
By:
Print Name: Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
}
Title:
(SEAL)
The foregoing instrument was acknowledged before me this day of
, 200 by , as of Wagner
Square, LLC, a Florida limited liability company, on behalf of the limited liability
company, who is personally known to me or produced a valid driver's license as
identification.
THIS DOCUMENT
ORIGINAL B �C!k..
SEEN AT END.
ors:Document 69211
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NOTARY PUBLIC:
Sign:
Print:
My Commission Expires:
State of Florida at Large (Seal)
U STITUTION TO
INAL CAN BE
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6
JOINDER
The City of Miami, a municipal corporation of the State of Florida, hereby joins
in the foregoing Second Amended Declaration of Restrictions for the sole purpose of
consenting to the recordation of this instrument.
Attest:
City of Miami,
a municipal corporation
Priscilla A. Thompson, City Clerk Pedro G. Hernandez, City Manager
STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 2007, by
Pedro G. Hernandez, City Manager of the City of Miami, who is personally known to me
or has produced a valid driver's license as identification.
NOTARY PUBLIC:
Sign:
Print:
My Commission Expires:
State of Florida at Large (Seal)
Approved as to Form and Correctness
Jorge L. Fernandez, City Attorney
ors
EXHIBIT "A"
The Property
All of WAGNER SQUARE, according to the Plat thereof, as recorded in
Plat Book 162, Page 66, of the Public Records of Miami -Dade County,
Florida.
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8
EXHIBIT "B"
INCOME AFFIDAVIT FORM
(Affordable Housing Units)
I (We) , do hereby certify that
my (our) income for last year is either at or below (a) 50%, or (b) 80%, or (c)
120% of the Miami -Dade County median income. I (We) fully understand that the
City of Miami, , as the Developer, and
Title Insurance Company are relying on this certification in
order to release Unit of Phase of the Wagner Square Condominium from
the Declaration of Restrictions recorded March 22, 2005, in Official Records Book
23191, Pages 1541-1546 of the Public Records of Miami -Dade County, Florida, as
amended.
Buyer
Buyer
STATE OF FLORIDA )
COUNTY OF )
BEFORE ME, the undersigned authority, personally appeared
, who is (are) personally known to
me or has (have) produced satisfactory evidence of identification and did take an oath,
and who after first being duly sworn, did depose and state that the foregoing Income
Affidavit is true and correct to the best of his/her knowledge and belief.
SWORN TO AND SUBSCRIBED before me this day of
, 200_ by
My Commission Expires:
THIS DOS " r, a ` .
ORIGr
ors: Docu
NOTARY PUBLIC
State of Florida at Large
Print Name:
EXHIBIT "C"
INCOME AFFIDAVIT FORM
(Workforce Housing Units)
I (We) , do hereby certify that
my (our) income for last year is either at or below (a) 150%, or (b) 170% of the
Miami -Dade County median income. I (We) fully understand that the City of Miami,
, as the Developer, and Title
Insurance Company are relying on this certification in order to release Unit of Phase
of the Wagner Square Condominium from the Declaration of Restrictions
recorded March 22, 2005, in Official Records Book 23191, Pages 1541-1546 of the
Public Records of Miami -Dade County, Florida, as amended.
Buyer
Buyer
STATE OF FLORIDA )
COUNTY OF )
BEFORE ME, the undersigned authority, personally appeared
, who is (are) personally known to
me or has (have) produced satisfactory evidence of identification and did take an oath,
and who after first being duly sworn, did depose and state that the foregoing Income
Affidavit is true and correct to the best of his/her knowledge and belief.
SWORN TO AND SUBSCRIBED before me this day of
, 200_ by
My Commission Expires:
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THIS Li
ORIGINALill
NOTARY PUBLIC
State of Florida at Large
Print Name:
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Attachment B
Page 1 of 2
Hall, Glendon
From: hugh_allen@hud.gov
Sent: Monday, March 05, 2007 5:52 PM
To: Hall, Glendon u
70 N
a
Cc: evelyn_m._wrin@hud.gov; Paul_Webster@hud.gov - n o
Subject: Re: Wagner Square Project, City of Miami - Section 108 Loan Guarantee (B-02-MC-12 "1ej ) arWBroWmfields
Economic Development Initiative Grant (B-02-BD-12-0047) 0—+sr r)
r
Importance: High ,c>rri
"
Attachments: Executed Letter to HUD - Wagner Square Project.PDF 3mm: °� 11
r ;'
Mr. Glendon Hall CA cn
Department of Economic Development • r
City of Miami
Miami, Florida 33233
Dear Mr. Hall,
This email is in response to your February 27, 2007, email and the attached February 15, 2007, letter signed by Pedro
Hernandez, City Manager, Barbara Gomez, Director, Department of Community Development, and Lisa Mazique,
Director, Department of Economic Development requesting the Department's approval of the Developer's (Wagner
Square, LLC) proposed changes in the Wagner Square Project, which is assisted with the
U. S. Department of Housing & Urban Development (HUD) funding that the City is lending and granting to the
Developer: a $4 million FY 2003 Section 108 Loan Guarantee and a $1 million FY 2002 Brownfields Economic
Development Initiative (BEDI) Grant. The loan guarantee financing will be used by the Developer to assist in the
development of commercial space in a mixed use project (commercial and residential development) and will cause the
creation of approximately 194 new jobs, which will primarily benefit low and moderate persons. The BEDI grant
funding will assist the developer remediate contaminated site conditions, which will benefit the City by eliminating
blight on a spot basis.
Specifically, the City notes that the Developer will a) eliminate the market rate units in the residential component of the
complex but retain the development of the affordable, workforce housing units; b) begin construction of the first
residential tower no later than June 10, 2008, and c) build a minimum of 108,000 square feet of commercial space in the
mixed use complex.
d by the Wagner Square "project, ire co
If you have any questions, please contact me using the information below.
Sincerely,
ge19‘ /Week:
Hugh Allen
objectives of job creation.
SUBMITTED INTO THE
PUBLIC RECORD FOR
ITEM ON 01.
C,i¢io o, -ooae4
3/7/2007
Page 2 of 2
Deputy Director
Financial Management Division
Office of Community Planning & Development
U. S. Department of Housing & Urban Development
451 Seventh Street, SW
Washington, DC 20410
202-708-0614, x-4654 (o)
202-708-1798 (fax)
"Hall, Glendon" <GPHall@ci.miami.fl.us>
"Hall, Glendon" To: <hugh_allen@hud.gov>
<GPHall@ci.miami.fl.us>cc: "Mazique, Lisa" <lmazique@ci.miami.fl.us>, "Jackson, Robin Jones"
<RJones-Jackson@mi ami gov. com>
02/27/2007 11:57 AM Subject: Wagner Square Project, City of Miami, HUD tracking #B-02-
MC-12-0013
Good Morning Mr. Allen:
Please see the attached letter requesting written confirmation that HUD has no objection: (a) to the
elimination of the market rate housing units without changing the number of affordable/workforce housing
units, (b) the commencement of construction of the first residential tower by no later than June 10, 2008 and
(c) to build a minimum of 108,000 square feet of commercial space for the development of the Commercial
Component of the Wagner Square Project. Your prompt attention to this matter would be appreciated, thanks.
Glendon Hall
Department of Economic Development
City of Miami
444 SW 2nd Avenue, 3rd Floor
Miami, FL 33130
Gphall@miamigov.com
(305) 416-1453 phone
(305) 400-5034 fax
Mind for Business] Eye for Innovation' Heart for People
(See attached file: Executed Letter to HUD - Wagner Square Project.PDF)
3/7/2007
IIitg of 41ffitmi
February 15, 2007
Mr. Paul D. Webster, Director
U. S. Department of Housing and Urban Development
Financial Management Division
451 7th Street, S.W. — Room 7180
Washington, D.C. 20410
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RE: U.S. Department of Housing and Urban Development ("HUD") Section 108
Guaranteed Loan, and Interim Financing Variable Rate Note No. B-02-MC-12-
0013 and BEbI Grant Agreement No. B-02-BD-12-0047 for the Wagner
Square Mixed -Use Redevelopment Project ("Wagner Square Project")
As To: Request from City of Miami, at the request of Wagner Square, LLC, for HUD
consideration of changes as indicated below
Dear Mr. Webster:
Attached hereto and made a part hereof as Composite Exhibit A are (1) a letter dated
January 25, 2007 from Wagner Square, LLC as the developer and Obligor (as defined
below) of the Wagner Square Project in Miami, Florida to the City of Miami (the "City"),
and (2) a letter dated December 8, 2006 from the Obligor to HUD, both in connection
with the Obligor's requests for the City and HUD to consider Obligor's proposal: (a) to
eliminate the market rate housing units without changing the number of affordable and
workforce housing units, (b) to commence construction of the first residential tower by
no later than June 10, 2008, and (c) to build a minimum of 108,000 square feet of
commercial space for the development of the Commercial Component of the Wagner
Square Project.
For your convenience of reference, the historical background for this request follows. The
City on March 28, 2005 submitted and on March 29, 2005 the U.S. Department of
Housing and Urban Development ("HUD") acknowledged receipt of, inter alia, the
following items:
1. The original of that certain Variable/Fixed Rate Note, referred to as Note
No. B-02-MC-12-0013 in the Maximum Commitment Amount of Four
Million Dollars ($4,000,000), dated by HUD as June 10, 2005 (the "City
Note"), executed by the City as borrower (the "Borrower") and payable to
the order to the Registered Holder thereof, and to be guaranteed by the
rjj:Document 66748
(4 -0 V n9gy
DEPARTMENT OF ECONOMIC DEVELOPMENT
444 S.W. 2nd Avenue, 3rd Floor / Miami, FL 33130 / (305) 416-1435 / Telecopier: (305) 416-2156
Mailing Address: P.O. Box 330708 Miami, Florida 33233-0708
1
Secretary of HUD under Section 108 of the Housing and Community
Development Act of 1974, as amended, 42. U.S. C. 5308; and
2. Originals of the Contract for Loan Guarantee Assistance under Section
108 between the Borrower and HUD (the " City Contract"), in which the
Borrower pledges as security for HUD's guarantee, inter alia, proceeds of
and payments under the Borrower's loan to Wagner Square, LLC (the
"Obligor") pursuant to the loan agreement from the City to the Obligor
(the "Obligor Loan Agreement"), the related note from the Obligor (the
"Obligor Note"), and the related mortgage (the "Obligor Mortgage") ") in
order for Obligor to develop the Wagner Square Project..
Pursuant to a custodial agreement, dated as of June 10, 2005, among HUD, the City, the
Obligor, and SunTrust Bank as custodian (the "Custodial Agreement"), the Obligor Loan
Agreement, Obligor Note and Obligor Mortgage, inter alia, have been collaterally
assigned to HUD as security for the City Note and pursuant to the City Contract.
Obligor has indicated that it will still meet the national objectives under the Obligor Loan
Agreement of creating 194 jobs and removal of slum and blight on a spotted basis. If you
recall, the BEDI grant and HUD Section 108 loan are tied only to the commercial and
environmental components of the Wagner Square Project.
Accordingly, pursuant to the City Note, the City Contract, the Obligor Note, the Obligor
Mortgage, and the Obligor Loan Agreement, the Borrower and the Obligor hereby
request that HUD confirm that it has no objection (a) to the elimination of the market rate
housing units without changing the number of affordable/workforce housing units, (b) to
commencement of construction of the first residential tower by no later than June 10,
2008, and (c) to build a minimum of 108,000 square feet of commercial space for the
development of the Commercial Component of the Wagner Square Project. The Obligor
has indicated that it has and/or will meet the National Objectives of creating 194 jobs and
the removal of slum and blight on a spotted basis as required by the Obligor Loan
Agreement. The Obligor's corresponding requests are attached hereto and made a part of
this request from the City as Borrower.
Attes
a -a 7-D7
pson, City Clerk
Lis azique, Director
Department of Economic Development
rjj:Document 66748
A - o'f6u9sry
Sincerely,
City of i, a Florida municipal
ration
Pe ro G. He dez, City Manager
4(
arbara Gomez, Direct
Department of Community
Development
2
pprov j; as to Insurance Requirements:
By:
LeeAnn Brehm
Risk Management Director
Approv Form and
Corre
By;
Composite Exhibit A — Requests from Wagner Square, LLC
CC: Debra Sinkle Kolsky, President, Wagner Square, LLC
Alberto Milo, Manager, Wagner Square, LLC
Barry I. Blaxberg, Counsel to Wagner Square LLC
Irwin P. Raij, Counsel to Wagner Square LLC
Holly Lee Jeske, Custodian, SunTrust Bank
Robin Jones Jackson, Assistant City Attorney
rjj:Document 66746
e L. Fernandez
Attorney
3
Attachment A
Wagner Square, LLC
1175 NE 125 Street, Suite 103
North Miami, Fl. 33161
January 25, 2007
Glendon P. Hall
Assistant Director
Department of Economic Development
City of Miami
444 SW 2 Avenue Floor 3
Miami, Fl. 33130
Re; Wagner Square Modifications / Corrections
Dear Glendon,
Thanks for coordinating everyone and taking the time to meet with me yesterday
afternoon to discuss the modifications that we are requesting for the Wagner Square
development. As I. mentioned to everyone at the meeting yesterday, there are three items
that need to be corrected and or modified. The items appear on the original Declaration of
Restrictions and Reverter recorded on March 22, 2005 and on the Amended Declarations
of Restrictions recorded on July 12, 2006; therefore, both documents need to be revised.
The two modifications are as follows;
• We would like to request that each residential phase of the development be
allowed to be reduced to a minimum of 52 writs and a maximum of 99 units.
The affordable and workforce housing units criteria will remain the same. In
essence what we are requesting is to eliminate the 47 market rate units.
• We would like to request that there be one clear date that dictates when the
reversion clause can take effect. As agreed, we should use the date of June 10,
2008. This.is the date that the City will become obligated under the Section 108
Loan along with Wagner Square, LLC. This will eliminate a substantial amount
of confusion for everyone involved specifically the institutional lenders for the
development.
The other item is a typo that needs to be corrected. In the original Declaration of
Restrictions and Reverter, the commercial phase is described as approximately 108,000
square feet. When the Amended Declarations of Restrictions was prepared the
commercial phase is described as approximately 80,000 square feet. This needs to be
corrected to say a minimum of. 108,000 square feet which is what the Section 108 Loan
documents stipulate. Moreover, .if the residential square footage is decreased, then the
commercial square footage wilt be increased, therefore potentially creating additional
jobs. This is what Federal HUD is focusing on.
Those are the three corrections and modifications that need to be incorporated into both
documents. These modifications do not have any budgetary impact on the City, As you
know, time is of the essence and we cannot start to make the changes to the currently
designed residential phase until this is not approved. Unfortunately, because of the
current market conditions the 99 unit building is not economically viable.
I think we also need to get the City's consent to separate the land into two parcels, one
for residential development and one for commercial development, and into two entities
Wagner Square I, LLC which will develop the residential building and Wagner Square,
LLC which has already removed the environmental contamination from the property and
will develop the commercial building. I believe these are administrative approvals;
however, in the interest of time if they need to be ratified by the City Commission let's
get it all done at once.
Again, thank you for your cooperation and assistance with these issues. Especially to
Robin who is dedicating her time to this even though she is going through some critical
health issues. If you need any additional information from me please feel free to contact
MC.
Sincerely,
1:14'.9/ I
7herto Milo, Jr.
Manager
Wagner Square, £LC
1175 N.E: 125th Street, Suite io3
North Miami, Florida 33161
VIA e-mail hugh allen@hud.gQv & US Mail
December 8, 2006
Mr. Hugh Allen, Deputy, Assistant Secretary
U.S. Department of Housing and Urban Development
Washington, DC 20410-7000
RE: City of Miami
Wagner Square Project
HUD Tracking #B-02-MC-12-0013
Dear Mr. Allen:
We want to thank you for taknig the time to speak with myself, Robin Jackson, Esq. and
Pedro Mirones both of the City of Miami the other day regarding the above captioned
project.
The City is the Borrower and Wagner Square, LLC is the Obligor for the HUD 168 loan
and the City received the BEDI funds and provided the funds to Wagner Square LLC for
performing the environmental remediation of the site. The National Objectives for
compliance are the creation of 194 jobs for the HUD 108 loan and removal of slum and
blight on a spotted basis for the BEDI funds.
The project consists of various phases: the environmental phase, two 99 unit residential
phases of which 52 units in each phase would be reserved for affordable and workforce
buyers, and the commercial phase consisting of 108,000 square feet.
We are pleased that the site has been cleaned and that a No Further Action letter has been
obtained from the governmental authorities thereby meeting the BEDI environmental
phase National Objective required.
The City and Wagner have entered into a Declaration of Restrictions and Declaration of
Restrictions and Reverter relating to the development of the property.
Wagner Square, LLC has requested that the City approve a request to modify the number
of units in each residential component of the project. More specifically, the modification
that Wagner Square LLC is requesting is to reduce the market rate units associated with
the two residential towers while keeping the same 52 units that are designated as
1
Mr. Hugh Alien, Deputy, Assistant Secretary •
December 8, 2006, Page 2
affordable and workforce units for people making. 60%-1 70% of the Miami -Dade County
median income. The planned commercial phase is not being modified.
We are requesting written confirmation from HUD that no approvals for the modification
of the residential components are required under the existing HUD Section 108 loan and
BEDI grant agreements and related Section 108 note. Upon receipt from HUD of this
written confirmation, the City will be able to process for consideration by the City
Commission our request to modify the Declaration of Restrictions and Declaration of
Restriction and Reverter agreements reducing the number of market rate units required in
the project.
Sincerely,
Wagner Square, LLC
Debra S. a Kolsky, Manager
of KMT nterprises, LLC managing member
DSK:jh
Cc: Robin J. Jackson, Esq., City of Miami via e-mail pones jacksongmiwnigov.com
Olga Ramirez-Seijas, Esq., City of Miami via e-mail ORSeijas(qi ttiami.fl.us
Pedro Mirones, City of Miami via e-mail PMirones@ei.miami.fl.us
2
This ins ument prepared by
and when corded return to
Olga Ramer Ssei•jas, Gsq
City of Miami ity
Attorney's Office
444 SW 2nd Ave, S e 945
Miami, Florida 3313
REVERTER COVENANT
(Space Above For Recorder's Use Only)
AMENDED DECLARATIO OF RESTRICTIONS AND REVERTER
The undersigned is the Owner • the following described real property (the
"Property"), lying, being and situated i iami-Dade County, Florida, and legally
described as:
See Exhibit "A" attached he to and by this reference made
a part hereof.
The City of Miami (the "City") conve -d the Property to the Owner
pursuant to that certain Purchase and Sale Agree ent dated May 30, 2003 (the
"Agreement");
Pursuant to the Agreement, the Owner represented at it would develop the
Property in three separate phases (each, a "Phase", and col Lively, the "Phases")
consistent with the site plan.
In addition, and as a specific part of the consideratio for the City's
entering into the Agreement, the Owner agreed that the two res ential Phases
would be restricted solely to development of residential condom' ums which
would be sold predominantly as affordable housing, as more particularl described
below (each, a "Residential Phase") and one Phase would be develo. -d as a
commercial component consisting of approximately 108,000 square •et of
commercial space (the "Commercial Component").
Simultaneously with the conveyance of the Property, Owner execute a
Declaration of Restrictions and Reverter recorded March 22, 2005 in Offici
Records 3ook 23191, Page 1536-1540, of the Public Records of Miami -Dade
County, Florida (the "Original Declaration").
At Owner's request, the Miami City Commission, on December 15, 2005,
adopted Resolution No. 05-0736 authorizing a reduction in the number of required
affordable housing units from 52 to 28_affordable housing units and 24 workforce
SU ITUTED
ousing: units, while maintaining the total number of residential units in each
idential Phase at 99.
At Owner's request, the Miami City Commission, on March 8, 2007 adopted
Resolutt, No. 07- authorizing a further reduction in the total number of residential
units unde each Phase from 99 to`52, thereby eliminating all the market rate housing
units but ma 'taining the required 24 workforce and 28 affordable units in each tower,
artd _aliow ng } Commercial Component to consist of a `nunimum' Of 108,000 square
feet nf`bommerci. 'space.
Resolution No. 07- also authorizes and directs the Owner to commence
construction of the first sidential Phase not later than June 10, 2008.
Owner hereby amen• the Original Declaration in its entirety, to read as set
forth herein, and by joinder h eof, the City consents to such amendment.
IN ORDER TO ASSURE the ity that the representations made to it by the
Owner regarding development of the 'roperty will be abided by the Owner, the
Owner freely, voluntarily and witht duress makes this Declaration of
Restrictions (the "Declaration") coveri and running with the title to the
Property as follows:
(1) Development of Condominium. The Owner hereby confirms,
stipulates and agrees that, in accorda e with the site plan, two of the
Phases shall be used solely and exclusively as residential
condominiums (the "Condominiums") c. sisting of fifty—two (52)
units each, subject to the affordable housin_ equirements set forth in
the Declaration of Restrictions dated March 11 2005, recorded March
22, 2005 in Official Records Book 23191, Pa_ •s 1541-1546 of the
Public Records of Miami, Dade County, Florio . as amended by
Amended Declaration of Restrictions recorded J 12, 2006 in
Official Records Book 24712, Pages 396-405, of the ' blic Records
of Miami, Dade County, Florida, and as further amende by Second
Amended Declaration of Restrictions dated of even date he with and
being recorded in the Public Records of Miami -Dade County, lorida,
simultaneously herewith..
(2) Covenant to Build and Timing. But for the Owner's agreement
develop the Property as stated above in an efficient and timely
manner, the City would not have conveyed the Property to Owner. As
such, the Owner hereby agrees that (a) it shall commence construction
of at least one (1) of the Condominiums by June 10, 2008 , such
construction to be evidenced by (i) closing of a construction loan,
(ii) either direct evidence of sufficient additional equity to complete
construction of such Condominium or certification from the
institutional construction lender of availability of such necessary
equity, (iii) full building permit for the Condominium and (iv)
physical commencement of the work, and (b) Owner shall not be
entitled to commence construction of the Commercial Component
rior to commencement of at least one of the Condominium phases.
(3) Re rter. In the event of a violation of Paragraph 2 above, the City
shall •e entitled, (a) upon written notice to Owner and (b) upon
reimbu .ement to Owner as provided below, to cause title to the
Property s revert to the City, whereupon (i) Owner agrees to execute
all docum • 'ts necessary or desirable to effectuate the reversion of
title and (ii the City shall pay to the Owner out-of-pocket costs
expended by • ner in connection with the environmental remediation
of the Property (.. substantiated by Owner with reasonable supporting
documentation) in . cordance with the project budget, subject to a cap
of $1,619,000.00, le any funds previously disbursed to Owner by the
City. Owner hereby a••oints the City as its attorney -in -fact with full
power to execute and 'eliver, on Owner's behalf, all documents
necessary or desirable to effectuate the above reversion of title,
should Owner fail or refuse do so.
Anything to the contrary notwit tanding, the City shall execute and
deliver to Owner a Release o Declaration of Restrictions and
Reverter simultaneously with (i) 0 ner's closing on a construction
loan, and (ii) presentation to the Ci of evidence that owner has
complied with the requirements of parag .ph 2(a) hereof by delivering
to the City the following: (a) evidence of •hysical commencement of
construction of the first Condominium; ( evidence of sufficient
additional equity to complete construction o such Condominium or
certification from the institutionalconstruc '.n lender of the
availability of such necessary equity and; (c) a co ' of a full building.
permit for the Condominium. The form of Releas: and Termination
of Declaration of Restrictions and Reverter to be exe ted by the City
is attached hereto as Exhibit "B".
(4) Time is of Essence. The Owner acknowledges and agrees t t time is
of the essence with respect to each and every provision •f this
Declaration.
(5) Covenant Running with the Land. This Declaration on the pa of
the Owner shall constitute a covenant running with the land and sh
be recorded in the public records of Miami -Dade County, Florida an
shall remain in full force and effect and be binding upon the Owner,
and its successors and assigns until such time as the same is modified
or released pursuant to the terms hereof. These restrictions during
their lifetime shall be a restriction and limitation upon, all present and
future owners of the real property and for the public welfare.
SU
+ti
(6) Modification Amendment Release. This Declaration may be
modified, amended or released as to the land herein described, or any
portion thereof, by a written instrument executed by the Owner and
the City, or otherwise in accordance with the provisions of Paragraph
3 herein.
(7) nforcement. Enforcement shall be by action against any parties or
p son violating, or attempting to violate, any provision of this
De, :ration. This Declaration, and the acceptance hereof by the City,
is no ntended and should not be construed to confer any rights on
any thi =, parties other than the Owner and the City. The prevailing
party in �:, y action or suit, pertaining to or arising out of this
Declarations hall be entitled to recover, in addition to costs and
disbursements flowed by law, such sum as the Court may adjudge to
be reasonable fa the services of its attorney, at trial and appeal. This
enforcement prov on shall be in addition to any other remedies
available at law or in quity or both.
(8) Remedies. Each party shall have all rights, remedies and privileges
available at law or in - 'uity. All rights, remedies and privileges
granted herein shall be dee=ed to be cumulative and the exercise of
any one or more shall neithe ,.e deemed to constitute an election of
remedies, nor shall it preclude eher party from exercising such other
additional rights, remedies or priv ` • ges.
(9) Severabilitv. Invalidation of an one of these covenants, by
judgment or Court, in no way shall of t any of the other provisions
which shall remain in full force and effec
(10) Recording. This Declaration shall be file• of record in the public
records of Miami -Dade County, Florida at the st of the Owner.
SU
igned, witnessed, executed and acknowledged this day of
, 2007.
Witnesses:
limited
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
s
Wagner Square, LLC, a Florida
liability company,
I3y:
Name:
Title:
(SEAL)
The foregoing instrument was ack 'wledged before me this ___ day
of , 200 by , as of -
, LLC, a Florida limited liabi company, on behalf of the
limited liability company, who is personally kn n to me or produced a valid
drivers license as identification.
Notary Public
Sign Name:
Print Name:
My Commission Expires:
Serial No. (None, if blank):
sU
Exhibit "E"
REMEDIATION EXPENSE CAP
Engineeri , including
RAP/Biddin Compliance
$65,000.00
Acquisition of ► plexes
$200,000.00
Cost Cap & Liabil Insurance
Premiums
$400,000.00
Self Retention/Cost Ca
Insurance
$100,000.00
Attorneys Fees BEDI/Davi
Bacon/108
$42,500.00
Allocation for Remediation Cos
$1,676,461.00
Contingency @ 5%
$90,039.00
Brownfields Supervision
* 0,000.00
Environmental Attorney
$15, 00.00
PURCHASERS REMEDIATION
EXPENSE CAP
$2,619,6 00.00
The cost breakdown set forth herein is not a cap of ' particular line item, with the
exception of attorneys' fees for the BEDI Grant, ection 108 Loan and the
Environmental Remediation. The total aggregate of ch costs shall not exceed
$57,500.00.
EXHIBIT "F"
FORM OF OPINION LETTER
City of Miami
Attention:
Insert Address
Insert Address
Insert Address
, 200
Borrower: Wag er Square, LLC a Florida limited liability, company
Amount: $4,00 '`100.00
Property: See Exh • it "A" attached hereto
Dear Sir or Madam:
This law firm has acted as co sel to Borrower in connection with the Four
Million and No/100 Dollar ($4,000,►,10.00) Loan to Borrower evidenced by a
promissory note dated ',(the "Note") executed by Borrower in
favor of the City of Miami (the "City"), ' ich Note is secured by a Mortgage on
the Property and other additional docu '`-nts (the "Security Documents") as
described on Schedule A attached hereto, ich Security Documents are dated
, 2003 (the "Mortgage").
Based upon our review of the Security D► uments, and based upon and
subject to the assumptions, exceptions, qualificatio ,., limitations and statements
herein contained, it is this firm's opinion that as of this ate:
1. Borrower is a duly organized and existing 1 ited liability company
under the laws of the State of Florida and has the power `'nd authority to own,
lease, and mortgage property and to carry on its business as is ow conducted.
2. The Note has been duly authorized executed a delivered and
constitutes the valid and binding legal obligation of the Borrower i",enforceable in
accordance with its terms; and is entitled to the benefit and s urity of the
Mortgage and additional Security Documents.
3. The Security Documents have been duly authorized, a ecuted,
acknowledged and delivered; constitute the legal valid and binding, obliga on of
the Borrower; and are enforceable in accordance with their terms.
SU
The opinions expressed in this letter are subject, in all respects, to the
folio ing exceptions and qualifications:
A For purposes of rendering this opinion, we have: (i) relied without
investigati or verification on the representations and warranties as to factual
matters (in lntrast to our legal conclusions based on those factual matters) made by
Borrower in t - Mortgage or contained in certificates of public officials and officers
of Borrower: (i assumed that the signatures of Borrower not witnessed by us on
documents and 1`, truments examined by us are genuine; (iii) assumed that all
documents submitt to us as copies conform with the originals; and (iv) assumed
the legal capacity o atural persons. None of the factual matters, representations,
warranties or assump ons on which our opinion is based are, to our actual
knowledge, false as they elate to the foregoing opinions.
B. With respect • the enforceability of the Security Documents our
opinion is subject to the fol wing qualifications: (i) the effect of bankruptcy,
insolvency, fraudulent transfer, .-organization, moratorium or other similar laws of
general application now or herea er enacted relating to or affecting the rights or
remedies of creditors, (ii) equitabl = doctrines affecting the enforcement of specific
rights and remedies including, wit 'gut limiting the generality of the foregoing
doctrines pertaining to: (a) waiver o omestead rights; (b) waiver of the right of
entry without due process of law; (c) t purported right of forced entry; and (d)
ostensible rights to appoint a receiver as a natter of right; and (iii) a Florida court
may not enforce certain provisions in the ecurity Documents where the debtor
waives certain defenses or other rights affordeby Florida law to the extent that the
court finds any waiver of the same invalid as b-" g against public policy; provided,
however the limitations of such rights and r edies should not preclude or
substantially interfere with the practical realizatio of the benefit of the security
intended to be afforded by the Security Documents ( way of example of some but
not all of the limitations referred to above, we speci lly note that (aa) the self-
help provisions contained in the Security Documents c not be effected if, in so
doing the secured party commits a breach of the peace orrespass and (bb) a non -
judicial foreclosure of a Mortgage or power of sale is not forceable pursuant to
Florida law).
C. To the extent that the Security Documents are a cted by (i) any
documents other than the Security Documents or (ii) and laws oth` than those of
the State of Florida we render no opinion regarding the effect jf such other
documents or such other laws on the enforceability of the Security Doc ents.
In rendering the opinions expressed herein, we note that the choice •', Florida
law is set forth ill the Security Documents. For purposes of this opinion have
assumed that the Security Documents are governed by the laws of the St e of
Florida.
D. We have further assumed: (i) City is duly organized and validly
ex ing under the laws of its governing jurisdiction, (ii) City is legally entitled to
ente''nto and perform its obligations under, and has authorized its execution where
approp ate of, the Security Documents, (iii) the Security Documents have been duly
and prorly authorized by City, and where applicable executed by the City (iv)
City is leg • ly entitled to enter into and perform its obligations under the Security
Documents, end (v) the City is obligated to disburse the Loan proceeds in
accordance wi the Security Documents.
E. We :press no opinion as to the impact of any laws regulating the
type of investments ';.t can be made by or the legal lending limits of the City.
F. When ref nce is made in this letter to our "knowledge", such
reference does not include onstructive knowledge of factual matters and is further
limited to the knowledge o'�hose attorneys of this firm who have provided legal
services to Borrower. Fu er, unless otherwise stated, reference to our
"knowledge" does not include in: ;pendent investigation or verification.
G. Our engagement has b' •n limited to specific matters as to which we
have been consulted by Borrower. T''-refore, there may exist matters concerning
Borrower of which we are not aware
H. We express no opinion for m•\ters of title or perfection of security
interests.
I. We have delivered this opinion as c►. nsel admitted to practice in the
State of Florida and, as such, we do not purport t: be familiar with the laws of,
qualified to express an opinion with respect to, and s " 11 not be understood to have
expressed an opinion under the laws of any jurisdictio other than the laws of the
State of Florida and those of the United States.
This opinion is issued as of the date hereof, is neces .rily limited to laws
now in effect and facts and circumstances presently brought t our attention, and
undertake and assume no obligation to advise you of any changen any matter set
forth herein. Our opinion is limited to the matters stated herein, and o opinion is to
be implied or may be inferred beyond the matters stated herein.
This opinion has been rendered at the request of the Borrower in s:> isfaction
of requirements of City. It is intended solely for the use and benefit of .pity, its
successors. assigns and participants, and shall not be relied upon (i) by an \ ther
party, or (ii) for any purpose other than this transaction. This opinion is not t:, be
furnished, quoted, or referred to any other party or to any governmental agen
without this firm's prior written consent unless required by applicable law o
governmental authority.
S
Sincerely yours,
SACHER. ZELMAN, VAN SANT. PAUL,
BEILEY
I-IARTMAN, TERZO & WALDMAN.P.A.
Exhibit "G"
SELLE.','S ELIGIBILITY RE 1 UIREMENTS
The City may conditio',its approval to an assignment of a minority portion
of the Project to a third part \investor upon satisfaction of all or any of the
following conditions:
The assignee and its principles ve not, as of the time when the assignment
occurs or approval of the City is reques d: (i) committed a material breach under
any lease or other written agreement h City; (ii) had any criminal felony
convictions within the immediately precedin ten (10) years; (iii) had a reputation
(as evidenced by newspaper articles or other dia reports of the mainstream press
which are not subsequently retracted) for corrupt `r unlawful business dealings; (iv)
been named on any terrorist list; or (v) been debar d from doing business with the
City.
EXHIBIT "H"
ESCROW AGREEMENT
This reement is made this day of by
and am. g The City of Miami ("City"), Wagner Square. LLC, its successors and
assigns. d Commonwealth Land Title Insurance Company; Lawyers Title
Insurance poration ("Escrow Agent").
WITNESSETH:
WHEREAS," .ursuant to a Contract for Sale and Purchase dated
band between Owner and City (the "Contract). the Owner has
purchased from the Cit hat certain real property, the legal description of which is
attached thereto as Exhibi "A" (the "Property").
WHEREAS. pursuant`o the terms of the Contract, a Declaration of
Restrictions ("Declaration") wi1 ,,he recorded in the public records of Miami -Dade,
County. Florida which Declaratio shall serve to ensure that the Owner and any
future owners of the Property' dev op the Property to in such a way as to meet
certain affordable housing criteria mor : articularly described in the Declaration.
WHEREAS. the parties agree that e Owner intends to develop a portion of
the Property as two separate residential con
with 99 units each (each. "Unit"').
minims (each, a "Residential Phase)
WHEREAS. the City has agreed to release`-ach Unit in a Residential Phase
from the terms of the Declaration in accordance with : e terms thereof.
WHEREAS, the City has agreed to deliver to Es ow Agent simultaneously
herewith and Escrow Agent has agreed to hold. One Hu red Ninety -Eight (198)
original duly executed releases executed by the City (ch a "Release" and
collectively the "Releases"), the form of which is attached ''ereto as composite
(Exhibit ' B"), in trust to be disbursed in accordance with the pro ions below.
WHEREAS, the parties hereto desire to enter into this Agreei , nt to provide
for the satisfaction of the affordable housing' criteria and for the " olding and
disbursement of said Releases.
NOW THEREFORE, in consideration of the mutual covenan and
agreements herein contained the parties here to agree as follows:
1. Recitals. The foregoing recitals are true and correct and are
incorporated herein it's repeated at length.
S�
2. Delivery. Seller has delivered to Escrow Agent simultaneously
herewith, to be held in trust in accordance with the terms of this Agreement
the Releases.
Duties of Escrow Agent. The Escrow Agent hereby agrees to hold the
Re -ases, in trust and to record the same in the public records of Miami -Dale
Coun , Florida in accordance with the terms hereinafter provided.
4. rdation of Releases. Subject to the Iimitations set forth below,
the Escrow ent is hereby authorized to release from escrow and deliver to
Owner's counsor otherwise cause to be recorded in the Public Records of
Miami -Dade Co: ty. Florida. the Release(s) correspondence to the
condominium unit( being, conveyed upon receipt of either of the following:
(i) An affida 't from the purchaser of the subject affordable
housing unit ertifying such purchaser's compliance with one
of the folio g requirements (the "Affordable Housing
Units'): (a) such .urchaser's income for the calendar year
immediately prior t• he date of the purchase of the Affordable
Housing Unit does no exceed 30% of the median income for
Miami -Dade County. Fly ida: or (b) such purchaser's income
for the calendar year im diately prior to the date of the
purchase of the Affordable olasing Unit does not exceed
120% of the median income fo iami-Dade County, Florida;
or
(ii) An affidavit from the Owner stating th ,the condominium unit
purchased is not being purchased as an ffordable Housing
Unit:
Provided, however, that notwithstanding anything to the cont ry contained
herein of the ninety-nine (99) Releases applicable to each Reside 'a1 Phase.
Escrow' Agent may only record or cause to be recorded twenty-five (25) eleases
for non -Affordable Housing Units, i.e., in no event shall Escrow Ag t be
authorized to record a Release for any condominium unit which is not in Affor• ble
Housing Unit after it has received twenty-five (25) affidavits from Owner pursu
to Subparagraph 4(ii) above. In addition, with regard to the severity -four (74
Releases reserved for the Affordable Housing Units in each Residential Phase,
Escrow Agent agrees that it shall record or cause to be recorded at least eleven (11)
of the Releases only upon Owners submission of an affidavit in accordance with
Subparagraph 4(i)(a) above and sixty-three (63) Releases upon Owner's submission
of an affidavit pursuant to Subparagraph 4(i)(b) above.
5. Escrow Agent. In the performance of duties hereunder, The Escrow
Agent shall give consideration only to the provisions of this Agreement and
Escrow Agent is not a party to, nor is it bound by, nor need it give
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14111,74
6' r:
consideration to the term and provisions of any other agreements or
undertakings between City and Owner or either of them and third parties, and
the Escrow Agreement has no duty to determine or inquire into the
happening or occurrence provisions of this Agreement or with respect to
ther provisions of this Agreement or with respect to arrangements,
a eements or contracts with each other or others. In no event may the
Es ow Agent exercise any discretion on the City's or Owner's behalf; the
Escr Agent's sole duty thereunder shall be to comply with the terms and
proviso ns of this Agreement.
6. Te'' ination: Substitute Escrow Agent. Upon recordation of all of the
Releases in the Public Records of Miami -Dade County, Florida, Escrow
Agent shall treby be discharged and released in respect to its obligations
under this Ag ement, whereby this Agreement shall terminate and the
parties shall hav\no further obligations hereunder. In the event the Escrow
Agent seeks to te`,inate this Agreement prior to recordation of all of the
Releases then, in su event. (i) the Escrow Agent shall provide the Owner
and City thirty (30) 's notice of said election and (ii) the Law Firm of
Sacher, Zelman, Van S.'rt. Paul, Bailey, Hartman, Terzo & Waldman, P.A.
("Sacher Zelman') shall '- deemed the successor Escrow Agent. In such
event all original duly exe►: ted Releases which remain in escrow shall be
physically transferred from t `, original Escrow Agent to Sacher Zelman as
successor Escrow Agent to be eased and recorded in the Public Records of
Miami -Dade County, Florida in cordance with the terms hereof. The City
expressly acknowledges and cons=''ats to the Law Firm of Sacher Zelman as
successor Escrow Agent, and waiv any and all objections whatsoever of
any conflict of interest created by vi`<,ue of the fact that the Law Firm of
Sacher Zelman represents the Owner in nnection with this transaction.
7. Disputes; Exculpation. (a) In the ev`,, t that a dispute shall arise as to
the disposition of any Release, Escrow Agen`��,;� hall either hold the same or at
Escrow Agent's election, deposit the same with a court of competent
jurisdiction pending the decision of such court`\ nd Escrow Agent shall be
entitled to rely upon the decision of such court wit` respect to the disposition
of said Release.
(b) In the event of am dispute, Escrow Agent shall be titled to consult
with its counsel and be reimbursed for all expenses of such +nsultation with
respect to its duties as Escrow Agent and shall be further`-ntitled to all
reasonable expenses incurred in connection with such consullat'=•n. All such
expenses shall be paid by the party to this Agreement whose po` * lion shall
not be sustained.
(c) Escrow Agent is hereby released and exculpated of all liability
hatsoever arising out of or in connection kith its activities as Escrow Agent
h '.-under except to the extent of loss or damage caused by its willful
rnis:.nduct or gross negligence.
(d) :' .crow Agent may act or refrain from acting in respect to any matter
referred t►, herein in full compliance upon and by and with the advise of
counsel whimaybe selected by Escrow Agent and shall be fully protected
in so acting 0r n retraining from acting upon the advice of such counsel.
(e) City and caner hereby agree to indemnify and hold Escrow Agent
harmless from an against any and all claims, liabilities, judgments,
attorney's fees and ot" -r expenses of every kind or nature arising out of this
Agreement, other than uch claims resulting from the willful misconduct,
gross negligence or breac of fiduciary duty of the Escrow Agent.
(f) Escrow Agent shall no e required to institute or defend any action or
legal process involving any mer referred to herein which in any manner
affects its duties or liabilities her- nder, unless or only as requested to do so
by City and Owner and then on '. upon receiving full indemnity in an
amount, and of such character, as crow Agent shall reasonably require,
against any and all claims, liabilities, dgments, attorney's fees and other
expenses of every kind in relation thereto Any such sums are to be paid by
the party whose position is not sustained.
(g) All provisions hereunder shall inure to ' he benefit of the successor
Escrow Agent or any other mutually agreed upon .. crow agent.
8. Notices. Any notice or demand given o' equired by any party
hereunder shall be in writing and shall be sufficient] given or served by
being deposited, postage prepaid, in a United States PosOffice depository,
sent by registered mail or certified mail, return receipt req :ested, addressed
as follows:
If to the Owner to:
Wagner Square, LLC
Attention Alberto Milo Jr.. Manager
301 S. W. l7th Rd. 2nd Floor
Miami, Florida 33 129
With a Copy to:
Richard M. Zelman, Esquire
Sacher. Zelman, Van Sant. Paul. Bailey. Hartman, Terzo & Waldman. P.A.
1401 Brickell Av e, 7th Floor
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Mia = 1, Florida 33131
If to the ity to:
Joe Arriola
Chief Adminiator/City Manager
City of Miami
3500 Pan America a Drive
Miami. Florida 331.` -595
With a copy to:
Alejandro Vilarello. Esqu ,e
City Attorney
City of Miami
444 SW 2 Avenue, Suite 945
Miami, Florida 33130
If to the Escrow Agent to:
Commonwealth Land Title Insuran • Company/Lawyers Title Insurance
Corporation
Simultaneous with any notice or written inst ction by City or Owner, such party
shall send a copy to the other at its address abo .,e set forth.
Escrow Agent may act upon any written notice' request, certificate, receipt,
authorization, power of attorney or other instrument r document which complies
with the terms hereof and which Escrow Agent in '' ood faith believes to be
genuine and to be what it purports to be.
9. Counterparts. This Agreement may be'.-xecuted in several
counterparts. each of which shall be deemed an `.riginal and such
counterparts shall constitute and be one and the same ins ument.
10. Captions. The paragraph headings of the Agre ent are for
convenience of reference only and shall not be construed as,.efining or
limiting the scope of any provisions hereof.
1 1. Controlling Law. This Agreement shall he construeand
enforced in accordance with the laws of the State of Florida.
12. VENUE: WAIVER OF JURY TRIAL. THIS AGREEME
SHALL BE CONSTRUED, AND THE RIGHTS AND OBLIGATIONS OF THE
OWNER, THE CITY, AND THE ESCROW AGENT SHALL BF
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF
FLORIDA. THE OWNER, CITY, AND ESCROW AGENT HEREBY
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KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
GHT ANY ONE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LI GATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CO ECTION WITH THIS AGREEMENT OR ANY AGREEMENT
CONT► PLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR
ANY C► RSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHE VERBAL OR WRITTEN) OR ACTIONS OF ANY ONE OF THE
PARTIES, NER, CITY, AND ESCROW AGENT EACH EXPRESSLY
AGREE AND CKNOWLEDGE THAT THE CIRCUIT COURT FOR THE
ELEVENTH JUD 1AL CIRCUIT OF FLORIDA IN AND FOR MIAMI-DADE,
PALM BEACH C NTY, IN MIAMI-DADE COUNTY(?), FLORIDA AND
THE UNITED STAT DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF FLORIDA, MIA DIVISION, SHALL EACH HAVE EXCLUSIVE
JURISDICTION FOR A ACTION. ARISING FROM, RELATING TO OR IN
CONNECTION WITH THI GREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, ST TEMENT OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATE\`• AL INDUCEMENT FOR THE OWNER, THE
ESCROW AGENT, AND THE CI TO ACCEPT THIS AGREEMENT.
IN WITNESS WHEREOF, the parties ve hereunto set their hands as of the day
and year first above written.
Owner:
Wagner Square, LLC
By:
Print Name:
Title:
City of Miami:
By:
Print Name:
Title:
Commonwealth Land Title Insurance Company/
Lawyers Title Insurance Corporation
By:
Print Name:
Title:
sU
This instrument prepared by
and when accorded return to
Iga Ramirez: Seijas, Esc
C Attorney's Office
Cit •fMiami
444 S 2i° Avenue
Miami, orida 33130
(Space Above For Recorder's Use Only)
SECOND A NDED DECLARATION OF RESTRICTIONS
The undersigned is e Owner of the real property (the "Property") located
in Miami -Dade County, F1on: •, legally described in Exhibit "A".
See Exhibit "A" attached here .,t and by this reference made a part hereof.
The City of Miami (the '° ity") conveyed the Property to the Owner
pursuant to that certain Purchase a Sale Agreement dated May 30, 2003, as
amended (the "Agreement");
Pursuant to the Agreement, the Own represented that it would develop the
Property in three separate phases (each, a "Ph se", and collectively, the "Phases")
consistent with the site plan.
In addition, and as a specific part of th- consideration for the City's
entering into the Agreement, the Owner agreed tha the two residential Phases
would be restricted solely to development of residen''al condominiums which
would be sold predominantly as affordable housing, (each, . "Residential Phase")
and one Phase would be developed as a commercial co sonent consisting of
approximately 108,000 square feet of commercial space the "Commercial
Component").
The Owner has also represented that it would commence con ruction of at
least one (1) of the Residential Phases prior to commencement of co .truction of
the Commercial Component.
Simultaneously with the conveyance of the Property, Owner execed a
Declaration of Restrictions, recorded March 22, 2005 in Official Records ok
23191, Pages 1541-1546 of the Public Records of Miami -Dade County, F1ori
(the "Original Covenant") to assure, among other things,that at least 74 of the 9
units in each Residential Phase shall be sold predominantly as affordable housing
units.
At Owner's request, the City Commission, on December 15, 2005, adopted
Resolution No. 05- authorizing an amendment to the Original
ors:Document 2nd amended declaration2-6-06
ovenant to reduce the number of required affordable housing units to 28_ and to
pr.vide a minimum of 24 units as workforce housing units, as described in the
Am- 'ded Declaration of Restrictions dated May 9, 2006, recorded July 12, 2006 in
Offici. Records Book 24712, Page 396, of the Public Records of Miami -Dade
County, Iorida (the "First Amendment") .
The ner has requested, due to current market conditions, to reduce the total
number of rest r ntial units under each Phase from 99 to 52, to eliminate market rate
housing units but s aintain the required 24 workforce and 28 affordable units in each
tower and :to allow se,'Commercial Component .to consist of a `minimum';?of;.1Q.,$ QQp
square feetof{comme at space, and the City has agreed to Owner's request, by City
Commission Resolution o 07- , adopted March 8, 2007, and to; and
Owner hereby ame •s the Original Covenant, as amended by the First
Amendment, in its entirety, t: read as set forth herein, and by joinder hereof, the
City consents to such amendme
IN ORDER TO ASSUR the City that the representations made to it by
the Owner regarding development of ' we Property will be abided by the Owner, the
Owner freely, voluntarily and without d► ess makes this Declaration of Restrictions
(the "Declaration") covering and running 's ith title to the Property as follows:
(1) Develo ment of Condominiu` . The Owner hereby confirms,
stipulates and agrees that each Re:.'dential Phase shall contain fifty-
two residential condominium uni and shall be subject to the
affordable housing requirements set for + in Paragraph 3 below.
(2) Timing of Construction. The Owner here►, agrees that construction
of at least one Residential Phase sha commence prior to
commencement of construction of the Comme ial Component, and
conclusive compliance with this provision for 'e purposes hereof
shall be sufficiently evidenced by (i) closing of a co' .truction loan for
the Residential Phase, (ii) either direct evident of sufficient
additional equity to complete construction of such Res *ential Phase
or certification from the institutional construction ender of
availability of such necessary equity, (iii) full building per 't for the
Residential Phase and (iv) physical commencement of the wor
(3)
Affordable Housing and Workforce Housing. The Owner her
agrees that at least 28 of the 52 units in each Residential Phase (th
"Affordable Housing Units") shall be sold predominantly as
affordable housing units to individual third party purchasers who meet
the following affordable housing income test criteria: (i) at least four
(4) units must be sold to families whose income does not exceed 50%
of the median income for Miami -Dade County, Florida, (ii) at least
eighteen (18) units must be sold to families whose income does not
exceed 80% of the median income for Miami -Dade County, Florida
ors:Document 2nd amended d tioi - -06
be
med
units
the me
Housing
good faith
or other eco
development
Affordable Hous
sold to purchaser
criteria set forth in
compliance with the r
obtain a written and s
Exhibit "B", from the pur
Units, certifying and co
compliance with the above d
criteria and, for at least the
Units, in each Residential Phase,
the purchaser of each such unit, in
"C", certifying and confirming to th
with the applicable workforce housing
Residential Phase, the Owner hereby
convey more than forty-seven (47) condo
purchasers who do not meet the above men
the Owner shall provide a written and swo
those units certifying that such unit purchaser
forty-seven (47) purchasers not required to meet
in this paragraph.
and (iii) at least six (6) units must be sold to families whose income
oes not exceed 120% of the median income for Miami -Dade County.
rida. Additionally, Owner agrees that at least ten (10) units shall
;old to families whose income does not exceed 150% of the
n income for Miami -Dade County and at least fourteen (14)
'11 be sold to families whose income does not exceed 170% of
n income for Miami -Dade County, Florida ("Workforce
nits"). In the event that Owner is unable to obtain, after
fort, additional HOME Funds (i.e., governmental grants
mic incentives) in the amount of $1,200,000 for the
the second Residential Phase, then all of the
g Units in the second Residential Phase shall be
who meet the affordable housing income test
ubparagraph, 3(iii) above. In order to ensure
uirements of this paragraph, the Owner shall
rn affidavit, in the form attached hereto as
aser of each of the 28 Affordable Housing
firming to the City the purchaser's
cribed affordable housing income test
enty four (24) Workforce Housing
written and sworn affidavit, from
e form attached hereto as Exhibit
ity the purchaser's compliance
ncome test criteria. For each
epresents that it shall not
inium units to third party
ned income criteria and
affidavit for each of
one of the permitted
e criteria set forth
(4) Continuous Construction. Upon commencement of nstruction of
each Phase construction thereof shall be maint"\' Zed on a
continuous basis in good faith in order to time1 complete
construction of such Phase.
(5)
Covenant Against Assignment. The Owner shall not convey 'le to
any Phase or any ownership interest in the Owner and/or the Pro rty
without the prior written consent of the City in its sole and absol,\e
discretion (subject to the limitations related to the second residentia
Phase provided hereinafter). Notwithstanding the foregoing, the City's
consent shall be deemed granted and the Owner shall be entitled to
assign and convey interests in the Property under the following
circumstances: (a) any assignment to a wholly owned subsidiary or
affiliate of the Owner; (b) any assignment of a minority equity interest
ors Documcnl 2nd amended declaralion2-6-06
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i the Owner to a third party investor, based on the City's eligibility
re• irements set forth below; (c) any conveyance to any institutional
cons uction lender providing construction financing for such Phase or
any in.. 'tutional permanent lender providing financing for such Phase
and/or of their assigns or successors in title, and (d) any
conveyanc`, in accordance with the provision of Paragraph (3) of this
Declaration. No assignment permitted by this paragraph (other than
pursuant to S -paragraph (d) hereinabove) shall in anyway release
the requirement •f this Declaration. From and after the issuance of a
certificate of oc' .ancy for the first Residential Phase and the
Commercial Compo ,, nt, the Owner may assign its interests in or title
to the second Residen'',:1 Phase with the City's prior written approval,
which approval shall no e unreasonably withheld or delayed.
Notwithstanding the foregog, Owner expressly agrees that minority
equity third party investors s'•ll have not, as of the time when the
assignment occurs or approval '<, the City is requested: (i) committed
a material breach under any lea or other written agreement with
City; (ii) had any criminal felony nvictions within the immediately
preceding ten (10) years, (iii) had">, reputation (as evidenced by
newspaper articles or other media re. arts of the mainstream press
which are not subsequently retracted) for orrupt or unlawful business
dealings; (iv) been named on any terrorist °'st; or (v) otherwise have
been previously barred from doing business ''. h the City.
(6) Term. This Declaration is to run with the land nd shall be binding
on all parties and all persons claiming under `'., until all of the
Affordable and Workforce Housing Units have bee'. built, sold and
conveyed to individual third party purchasers qualify`tg pursuant to
the requirements of Paragraph (3) above, provided howe r, that each
separate condominium unit shall be deemed release \from the
provisions of this Declaration upon recordation in the publ records
of Miami -Dade County, Florida, of a release by the City.
Time is of Essence. The Owner acknowledges and agrees that ti is
of the essence with respect to each and every provision of t
Declaration.
Covenant Running with the Land. This Declaration on the part of
the Owner shall constitute a covenant running with the land and shall
be recorded in the public records of Miami -Dade County, Florida and
shall remain in full force and effect and be binding upon the Owner,
and its successors and assigns until such time as the same is modified
or released pursuant to the terms hereof. These restrictions during
their lifetime shall be a restriction and limitation upon all present and
future owners of the real property and for the public welfare.
ors;Documenl 2nd amended declar •06
Modification Amendment Release. This Declaration may be
modified, amended or released as to the land herein described, or any
ortion thereof, by a written instrument executed by the Owner and
the City, or as described in Paragraph (6) hereof.
(] 0) Enfor ent. Enforcement shall be by action against any parties or
person v` Mating, or attempting to violate, any provision of this
Declaration. This Declaration, and the acceptance hereof by the City,
is not intend, and should not be construed to confer any rights on
any third parties ,ther than the Owner and the City. The prevailing
party in any acti *, or suit, pertaining to or arising out of this
Declaration, shall b`' ,entitled to recover, in addition to costs and
disbursements allowed : law, such sum as the Court may adjudge to
be reasonable for the sery es of its attorney, at trial and appeal. This
enforcement provision shal ;be in addition to any other remedies
available at law or in equity or',•th.
(11) Remedies. Each party hereto sha have all rights, remedies and
privileges available at law or in e•`:'ty. All rights, remedies and
privileges granted herein shall be deem ,' to be cumulative and the
exercise of any one or more shall neither `' deemed to constitute an
election of remedies, nor shall it preclude eit`'- party from exercising
such other additional rights, remedies or privile
02) Severabilitv. Invalidation of any one of these, covenants, by
judgment or Court, in no way shall affect any of the b er provisions
which shall remain in full force and effect.
(13) Recording. This Declaration shall be filed of record in th;.ublic
records of Miami -Dade County Florida at the cost of the Owner.
zoo .
ors: Document 2nd amended declaration2-6-06
5
Signed, witnessed, executed and acknowledged this day of
200
Witnesses:
limited
STATE OF FLORIDA
COUNTY OF MIAM1-DADE
}
}
Wagner Square, LLC, a Florida
liability company,
By:
Name:
Title:
(SEAL)
The foregoing instrument was acknow'•,sged before me this day of
, 200 by , a��� of Wagner
Square, LLC, a Florida limited liability company, ►- behalf of the limited liability
company, who is personally known to me or produc.. a valid driver's license as
identification.
My Commission Expires:
SEAL]
ors:Documenl 2nd amended declarauon2-6-06
Notary ic
Sign Name:
Print Name:
Serial No. (None, if bla
[NOTARIAL
6
JOINDER
e City of Miami, a municipal corporation of the State of Florida, hereby joins in the
foregoing A nded Declaration of Restrictions for the sole purpose of consenting to the
recordation of this strument.
STATE OF FLORIDA
)SS
COUNTY OF MIAMI-DADE }
City of Miami, a municipal corporation
By:
By:
The foregoing instrument was acknowledged before `e e this day of , 2006, by
as, who is personally known to me` •r has produced as
identification,
NOTARY PUBLIC:
Sign:
Print:
My Commission Expires:
State of Florida at Large (Seal)
SU S TED
ors:Documeni 2nd amended declaration2-6-06
7
sU
ors Document 2nd amended declaration2-6-06
EXHIBIT "A"
THE SHERATON S?TE
8