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HomeMy WebLinkAboutExhibit BPrepared by, and after recording return to: Kristofor W. Nelson, Esq. N. R. Group Management, Inc. 1600 Northeast 1st Avenue, Suite 3800 Miami, FL 33132 Tel: (305) 625-0949 Property Addresses: 90 NE 17th Street, 70 NE 17th Street, 1642 NE 1st Avenue Folios: 01-3136-005-0310, 01-3136-0005-0320, 01-3136-005-0330 HUD Rider To Declaration of Restrictive Covenants with the City of Miami This RIDER TO DECLARATION OF RESTRICTIVE COVENANTS (this "Rider") is made as of April , 2022, by UNI 17th Street, LLC, a Florida limited liability company ("Borrower"), as successor -in -interest to both NR Investments 11, LLC and La Nonna Management, LLC, and the City of Miami, Florida, a municipality of the State of Florida ("Agency"). WHEREAS, Borrower has obtained financing from Walker & Dunlop, LLC, a Delaware limited liability company ("Lender") for the benefit of the project known as UNI Tower ("Project"), which loan is secured by a Multifamily Mortgage, Assignment of Leases and Rents, and Security Agreement ("Security Instrument") dated as of April , 2022, and recorded in the Clerk of court's Office of Miami -Dade County, Florida ("Records"), and is insured by the United States Department of Housing and Urban Development ("HUD"); WHEREAS, Borrower has received zoning benefits which required certain restrictions be recorded against the Project; and WHEREAS, the NR Investments 11, LLC and La Nonna Management, LLC entered into that certain Declaration of Restrictive Covenants ("Restrictive Covenants"), which encumbers the Project that is now owned by the Borrower, which Project is more particularly described in Exhibit A attached hereto, dated as of March 29, 2018 and recorded in the Records in Book 31084, Pages 1411-1420; and NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: (a) In the event of any conflict between any provision contained elsewhere in the Restrictive Covenants and any provision contained in this Rider, the provision contained in this Rider shall govern and be controlling in all respects as set forth more fully herein. (b) The following terms shall have the following definitions: "Code" means the Internal Revenue Code of 1986, as amended. "HUD" means the United States Department of Housing and Urban Development. "HUD Regulatory Agreement" means the Regulatory Agreement between Borrower and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. "HUD Requirements" means the obligations set forth in the Mortgage Loan Documents and the Program obligations. "Lender" means Walker & Dunlop, LLC, its successors and assigns. "Mortgage Loan" means the mortgage loan made by Lender to the Borrower pursuant to the Mortgage Loan Documents with respect to the Project. "Mortgage Loan Documents" means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan. "National Housing Act" means the National Housing Act, 12 USC § 1701 et seq., as amended. "Program Obligations" has the meaning set forth in the Security Instrument. "Residual Receipts" has the meaning specified in the HUD Regulatory Agreement. "Security Instrument" means the mortgage or deed of trust from Borrower in favor of Lender, as the same may be supplemented, amended or modified. "Surplus Cash" has the meaning specified in the HUD Regulatory Agreement. (c) Borrower covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits the Agency's ability to enforce the terms of the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. The Borrower represents and warrants that to the best of Borrower's knowledge the Restrictive Covenants impose no terms or requirements that conflict with the National Housing Act and related regulations. (d) Intentionally Omitted; (e) Borrower and the Agency acknowledge that Borrower's failure to comply with the covenants provided in the Restrictive Covenants does not and will not serve as a basis for default under the HUD Requirements, unless a separate default also arises under the HUD Requirements. (f) (g) In enforcing the Restrictive Covenants, the Agency will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property, other than a claim for: i. Available surplus cash, if the Borrower is a for -profit entity; ii. Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Borrower is a limited distribution entity; or iii. Available residual receipts authorized for release by HUD, if the Borrower is a non-profit entity. iv. Specific performance of the non -monetary obligations of the Restrictive Covenants. For so long as the Mortgage Loan is outstanding, Borrower and Agency shall not amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of non -substantive matters, without HUD's prior written consent. (h) Subject to the HUD Regulatory Agreement, the Agency may require the Borrower to indemnify and hold the Agency harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against Agency relating to the subordination and covenants set forth in the Restrictive Covenants, provided, however, that Borrower's obligation to indemnify and hold the Agency harmless shall be limited to available surplus cash and/or residual receipts of the Borrower. (i) Intentionally Omitted. The statements and representations contained in this rider and all supporting documentation thereto are true, accurate, and complete. This certification has been made, presented, and delivered for the purpose of influencing an official action of HUD in insuring a multifamily loan, and may be relied upon by HUD as a true statement of the facts contained therein. Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law, which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 242 BORROWER: UNI 17th Street, LLC, a Florida limited liability company By: Ron Gottesman, Manager Witness #1 Signature Witness #2 Signature Printed Name Printed Name STATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed) and subscribed before me, by means of ❑ physical presence, or, ❑ online notarization, on this day of , 2022, by the duly appointed Manager of UNI 17th Street, LLC, a Florida limited liability company, who acknowledged that he executed the foregoing instrument for and on behalf of the limited liability company by authority duly vested in him to do so. Notary Public Signature AGENCY: City of Miami, Florida, a municipality of the state of Florida By: Name: Title: Witness #1 Signature Witness #2 Signature Printed Name Printed Name Exhibit A — Legal Description Parcel 1: Lot 1, LESS the North 10 feet and the East 10 feet, Block 8, ROBBINS, GRAHAM AND CHILLINGSWORTH ADDITION NORTH MIAMI, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami - Dade County, Florida, TOGETHER with the East 1/2 of the 10 foot vacated alley right of way adjacent to and abutting the West line of said Lot 1, less the North 10 feet. Parcel 2: Lots 3 & 4, LESS the East 10 feet of Lot 4, Block 8, ROBBINS, GRAHAM AND CHILLINGSWORTH ADDITION NORTH MIAMI, according to the Plat thereof, recorded in Plat Book "A", Page 49 1/2 of the Public Records of Miami -Dade County, Florida, together with that portion of the 10 foot vacated alley right of way situated between said Lots 3 and 4. Parcel 3: Lot 2, LESS the North 10 feet, Block 8, ROBBINS, GRAHAM AND CHILLINGSWORTH ADDITION NORTH MIAMI, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2 of the Public Records of Miami -Dade County, Florida and the Westerly 5 feet of a 10 foot alley vacated by City of Miami Ordinance No. 13492 Reference "MAS INDEX" 23H10 Ordinance and Vacation recorded in Official Records Book 29757, Page 1686, Official Records Book 29778, Page 3598, Official Records Book 29877, Page 4214 and in Official Records Book 30125, Page 2511, all of the Public Records of Miami -Dade County, Florida, lying adjacent to Lot 2, Block 8, of ROBBINS, GRAHAM AND CHILLINGSWORTH ADDITION NORTH MIAMI, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2 of the Public Records of Miami -Dade County, Florida, and being bound of the North by an extension of a line 10 feet Southerly of the North boundary line of Lot 2, Block 8, extending Easterly for 5 feet on the South by an extension of the Southerly boundary line of Lot 2, Block 8, Easterly for 5 feet. LESS from Parcels 1 and 3 those portions of land conveyed as Right-of-way, recorded in Official Records Book 32192, Page 4087, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: That portion of Lots 1 and 2, Block 8, NORTH MIAMI, according to the plat thereof, as recorded in Plat Book A at Page 49 1/2, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The external arc of a circular curve having a radius of 25 feet and tangents which are 35 feet South of and parallel with the centerline of N.E. 17th Street and 25 feet East of and parallel with the centerline of N.E. Miami Place. AND The external arc of a circular curve having a radius of 25 feet and tangents which are 35 feet South of and parallel with the centerline of N.E. 17th Street and 35 feet West of and parallel with the centerline of N.E. 1st Avenue.