HomeMy WebLinkAboutBack-Up DocumentsReturn recorded copy to:
City of Miami
Office of Zoning
444 S.W. 2nd Avenue, 2"d Floor
Miami, FL 33130-1910
Document prepared by:
Ethan B. Wasserman
Greenberg Traurig P.A.
333 SE 2' Ave, 4400
Miami, Florida 33133
Folio: 01-0101-010-2030 & 01-0101-010-2031
DECLARATION OF RESTRICTIVE COVENANTS
FOR ATTAINABLE MIXED -INCOME HOUSING DEVELOPMENT
This Declaration of Restrictive Covenants for Attainable Mixed -Income Housing Development
(the "Declaration") made this 1.0day of t 2022, by Culmer Apartments, Ltd., a Florida
limited partnership ("Sub -Lessee"), in favor of CI MIAMI, a municipal corporation of the State of
Florida ("City"), having an address at 444 SW 2nd Avenue, Miami, Florida 33130; and
WHEREAS, Miami Dade County ("County") is the owner of the fee simple interest in that
certain real property located in the City of Miami, Miami -Dade County, Florida, assessed under Folio
Number: 01-0101-010-2030, legally described in Exhibit "A," attached hereto and incorporated herein
(the "County Property");
WHEREAS, City is the owner of the fee simple interest in that certain real property located in the
City of Miami, Miami -Dade County, Florida, assessed under Folio Number: 01-0101-010-2031, legally
described in Exhibit "B", attached hereto and incorporated herein (the "City Property", and, together
with the County Property, collectively, the "Property"); City and County are collectively referred to
herein as "Owner");
WHEREAS, Culmer Holdings, LLC, a Florida limited liability company ("Lessee"), as assignee
of Atlantic Pacific Communities, LLC, a Delaware limited liability company, entered into that certain
written Ground Lease for the County Property, dated September 7, 2020, by and between County, as
landlord, and Lessee, as tenant, for a term of Seventy -Five (75) years (the "Ground Lease"); and
WHEREAS, Lessee entered into that certain written Sublease Agreement for the Property, dated
September 7, 2020, by and between Lessee, as lessee, and Sub -Lessee, as sub -lessee, for a term of
Seventy -Five (75) years (the "Sublease Agreement");
WHEREAS, Sub -Lessee is authorized under the Ground Lease and Sublease Agreement to
develop the Property;
WHEREAS, Sub -Lessee hereby covenants that Sub -Lessee is lawfully seized of the Property, and
that Sub -Lessee intends to construct at the Property multi -family residential structures as Attainable
Mixed -Income Housing as defined in Article 1, Section 1.2 and Article 3, Section 3.15.2 of Ordinance
No. 13114, the Zoning Ordinance of the City of Miami, Florida, as amended ("Miami 21 Code"), as may
be amended; and
WHEREAS, the proposed development at the Property (the "Development") will provide a
minimum of forty percent (40%) of the Dwelling Units as Affordable Housing serving residents at or
below sixty percent (60%) of Area Median Income ("AMF'), including ten percent (10%) of the Dwelling
Units as Extremely Low Income serving residents at or below thirty percent (30%) of AMI, and the
remainder of the Dwelling Units as Workforce Housing serving residents between sixty percent (60%) to
one hundred percent (100%) of AMI; and
WHEREAS, the proposed Development shall contain two hundred thirty-nine (239) Dwelling
Units with sixty-four (64) Dwelling Units set aside for Workforce Housing, one hundred seventy-five
(175) Dwelling Units set aside for Affordable Housing, of which forty-two (42) Dwelling Units will be
set aside for Extremely Low -Income Housing, all in compliance with Article 1, Section 1.2 of the Miami
21 Code and Section 13-5 of the City of Miami Code of Ordinances (the "Code"), as applicable and as
may be amended (collectively, "Units" and the "Project"); and
WHEREAS, Sub -Lessee has applied to City for the deferral of One Million One Hundred
Twenty -Three Thousand Seven Hundred Seventy -Eight and 00/100 Dollars ($1,123,778.00) in
developmental impact fees (hereafter "impact fee[s]") otherwise applicable to these Units, pursuant to the
requirements for deferral of impact fees for Affordable and Workforce Housing as set forth in the Code,
including specifically, but not limited to Sections 13-5, 13-8 and 13-16; and
WHEREAS, pursuant to Article 3, Section 3.15.2 and Section 3.15.6 of the Miami 21 Code, the
Sub -Lessee agrees to provide the minimum Dwelling Units as Extremely Low -Income Housing,
Affordable Housing, and/or Workforce Housing as described above; and
WHEREAS, pursuant to Section 13-8 of the Code, a condition of the deferral of impact fees for
Affordable and Workforce Housing is that Sub -Lessee must reasonably ensure that the Project is reserved
for "Affordable Housing" or "Workforce Housing" as defined in Section 13-5 of the Code and described
in Section 3 herein; and
WHEREAS, County, City, Lessee and Sub -Lessee (collectively referred herein as the "Parties")
desire to defer said impact fees until such time as the Project no longer qualifies as an Affordable and
Workforce Housing Development pursuant to Section 13-5 of the Code and as described in Section 3,
below; and
WHEREAS, the Sub -Lessee submitted an eligible and timely Petition for an Affordable and
Workforce Housing deferral of impact fees determination under § 13-16 of the Code, which is found by
City staff to be acceptable; and
WHEREAS, the Sub -Lessee affirms that all portions of the Development that do not qualify for
this deferral shall be paid in full prior to issuance of a building permit; and
WHEREAS, the Parties, in fulfillment of that obligation hereby voluntarily place certain
restrictions on the use of the Property;
NOW, THEREFORE:
1. Recitals. The recitals set forth above are true and correct and are incorporated into
this Declaration.
2. Covenant Running with the Land. This Declaration shall constitute a covenant
running with the land and be binding upon the Parties, its successors, heirs, representatives and assigns,
effective upon recordation in the Public Records of Miami -Dade County, Florida, for an initial term of
thirty (30) years. The term hereof shall be automatically extended for successive periods of ten (10) years
that may be released a vote of the City Commission, with such costs, fees, and expenses associated with
any release being the responsibility of the party requesting the release. These restrictions shall be for the
benefit of, and a limitation upon, all present and future owners of the Property and for the public welfare.
This Declaration shall also serve as the Affordable and Workforce Housing impact fee deferral agreement
under Section 13-8 of the Code.
3. Restriction. Sub -Lessee hereby declares that the Property shall be held, maintained,
transferred, sold, conveyed and owned subject to the following designations and restrictive covenants:
Sub -Lessee hereby agrees that One Million One Hundred Twenty -Three
Thousand Seven Hundred Seventy -Eight and 00/100 Dollars
($1,123,778.00) in impact and/or administrative fees (the "Deferred
Impact Fees") have been deferred for the construction of one hundred
seventy-five (175) units of Affordable Housing, inclusive of forty-two
(42) units of Extremely Low Income, and sixty-four (64) units of
Workforce Housing. In consideration, Sub -Lessee shall ensure that the
aforementioned units shall be rented or sold to persons of the general
public qualifying for occupancy of Workforce, Affordable, and/or
Extremely Low Income Housing, as defined herein and pursuant to the
provisions of Chapter 13 of the Code and the Project shall be qualified as
"Attainable Mixed -Income Housing" so long as the Project provides a
minimum of forty (40%) of the Dwelling Units as Affordable Housing
serving residents at or below sixty percent (60%) of AMI, inclusive of
ten percent (10%) of those Dwelling Units as Extremely Low Income
serving residents at or below thirty percent (30%) of AMI, a maximum
of ten percent (10%) of the Dwelling Units at any price, and the
remainder of the Dwelling Units as Workforce Housing serving residents
between sixty percent (60%) to one hundred percent (100%) of AMI
(with a minimum of ten percent (10%) of the Dwelling Units above sixty
percent (60%) and below eighty percent (80%)); and
The Project shall contain two hundred and thirty-nine (239) Dwelling
Units with one hundred seventy-five (175) Dwelling Units set aside for
Affordable Housing, inclusive of forty-two (42) units set aside for
Extremely Low Income housing, and sixty-four (64) Dwelling Units set
aside for Workforce Housing, as defined in Article 1, Section 1.2 of the
Miami 21 Code and in compliance with Section 13-5 of the Code, as
applicable and as may be amended; and
Prior to converting any of the Workforce, Affordable, or Extremely Low -
Income Housing Units from rental units to homeownership units, Sub -
Lessee, or its successors or assigns, must request and receive written
authorization from the City Manager. In the event that the conversion is
authorized, the City and Sub -Lessee shall coordinate to record covenants
on individual units ("Individual Covenants") in a manner that creates
the same amount of Affordable or Workforce homeownership units
specified in this Declaration. Each Individual Covenant must (i) specify
the applicable AMI for any purchaser during the term of the Individual
Covenant and (ii) expire on the same date as the Covenant for Affordable
or Workforce Housing; and
In the event that any of the Workforce, Affordable, or Extremely Low -
Income Housing Units are sold, the specific Unit(s) must be sold with a
purchase cost equal to or less than the standards for those individuals
whose income is at or below the AMI as established herein. Each
Affordable, Workforce, or Extremely Low Income Housing Unit sold
shall include a deed restriction that the Unit shall only be sold with a
purchase cost equal to or less than the standards for those individuals
whose income is at or below the applicable AMI as established in the
Covenant and shall further indicate that the Unit shall only be rented or
sold to individuals whose income is at or below the AMI as established
herein. The deed restriction must specify the specific applicable AMI.
4. Release. Any release of this Declaration shall be pursuant to Section 2 of this
Declaration. Any release must be in recordable form and signed by the then owner, the City Manager, the
Zoning Director, the Planning Director, and the Housing and Community Development Director, or their
successors or designees, in a form acceptable to and signed by the City Attorney, or his/her successor
assignee. Further, any release must require payment of the Deferred Impact Fees and compliance with the
Miami 21 Code, as amended.
5. Monitoring. It is understood and agreed that any official inspector of the City may
have the right at any time during normal business hours to enter upon the Property to investigate the use
of the Property and determine compliance with the terms and conditions of this Declaration.
6. Enforcement. An action to enforce the terms and conditions of this Declaration may be
brought by the City and may be by action at law or in equity against any person or persons, entity or
entities, violating or attempting to violate the terms of this Declaration, to restrain violations, recover the
Deferred Impact Fees, or for any other remedy available. In addition, any violation or noncompliance of
this Declaration shall be immediately referred to the Code Compliance Department for enforcement
proceedings, lien placement, and citations pursuant to Chapter 2, Article X of the Code, Chapter 62 of the
Code, as both may be amended, and this Declaration. Any violation or noncompliance of this Declaration
shall be referred to the City Attorney's Office for enforcement, including but not limited to injunctive
relief and/or any other remedies in law or equity. This enforcement provision shall be in addition to any
other remedies available under the law. The use of one remedy shall not preclude the use of another.
7. Non -Compliance.
The Deferred Impact Fees shall become due and payable by the then -current owner of the Project
if and when it does not comply with Section 3 herein after notice and 90 days to cure. Subject to
applicable notice and cure provisions, such payment shall be made in full within thirty (30) days
following the date on which the Project no longer qualifies as Affordable Housing and Workforce
Housing as described herein. Late payments shall accrue interest at 18% per annum until fully paid. This
is in addition to any enforcement action pursuant to Section 6 above.
Any violation or noncompliance of this Declaration shall result in a monetary penalty to be
deposited into the Affordable Housing Trust Fund. Such monetary penalty shall be assessed as a daily
fine of two hundred fifty dollars ($250.00) per day per violation until proof of compliance has been
provided to the City. The monetary penalty shall not be subject to mitigation or otherwise modified by
any body or board including, but not limited, to the Code Enforcement Board.
8. Modification.
Any modification, amendment, or deferral of any provision of this Declaration not required by or
associated with Section 3.15 of the Miami 21 Code shall not be effective unless modification,
amendment, or deferral is in recordable form and signed by the then owner, the City Manager, the Zoning
Director, and the Planning Director, and the Housing and Community Development Director, or their
successors or designees, in a form acceptable to and signed by the City Attorney, or his/her successor
assignee.
Any modification, amendment or deferral of any provision of this Declaration required by or
associated with Section 3.15.2 of the Miami 21 Code shall not be effective unless modification,
amendment, or deferral is approved by the City Commission at a publicly noticed hearing with all
associated costs, expenses, and fees paid by the party making the request; it shall be in recordable form
and signed by the then owner, the Zoning Director, the Planning Director, the Housing and Community
Development Director, and the City Manager, or their successors or designees, in a form acceptable to
and signed by the City Attorney, or his/her successor assignee.
9. Costs. This Declaration, modifications, amendments, or releases thereof, shall be
recorded in the Public Records of Miami -Dade County, Florida, at the cost of the Owner, and shall
become effective upon recordation. Sub -Lessee shall furnish a recorded copy of this Declaration to the
City Departments of Zoning and Hearing Boards within thirty (30) days of recordation.
10. Applicable Laws. Sub -Lessee shall comply with all provisions of this Declaration,
Chapter 13 of the Code, as amended, the City Zoning Code (Miami 21), as amended, and all other
applicable Federal, State, and local laws, rules, and regulations, including without limitation those related
to Affordable and Workforce Housing. Any violation of said laws shall be deemed a violation of this
Declaration.
11. Financial Obligations. Sub -Lessee hereby assumes all obligations and responsibilities
under this Declaration, including but not limited to financial obligations herein, and, because no
residential units are to be constructed upon the City Property, the City and/or any of its successors or
assigns does not assume any financial responsibility whatsoever under this Declaration and no financial
responsibilities shall accrue to the City and/or any of its successors or assigns.
12. City Funded Proiects. In the event Sub -Lessee receives any funding from the City in
the fora of HOME, SHIP, CDBG or other subsidy, this Covenant shall be interpreted to comport with all
such City funding documents including, but not limited to, any applicable Rent Regulatory Agreement or
Declaration of Restrictive Covenants; provided, however, in the event of any conflict between the terms
of this Covenant and the terms of the City funding documents, the terms of the document which imposes
the more stringent requirements shall control.
13. Headines. The article and paragraph headings in this Declaration are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Declaration.
14. Governing Law. This Declaration shall be construed in accordance with the laws of the
State of Florida and any proceedings arising between the parties in any manner pertaining or relating to
this Declaration shall, to the extent permitted by law, be held in Miami -Dade County, Florida.
15. Entire Agreement. This Declaration incorporates and includes all prior negotiations,
correspondence, conversations, agreements, and understandings applicable to the matters contained
herein, including the Affordable Housing and Workforce Housing components, and the parties agree that
there are no other commitments, agreements, or understandings concerning the matters contained herein,
including the Affordable and Workforce Housing components of this Declaration that are not contained in
this Declaration. Accordingly, the parties agree that no deviation from the terms hereof shall be
predicated upon any prior representation or agreements whether written or oral. It is further agreed, that
no modification, amendment, or alteration in the terms or conditions contained herein shall be effective
unless contained in a written document utilizing the same formalities as were used in the execution of this
Declaration and pursuant to this Declaration.
16. Notice. Any notice required to be given herein shall be given by personal delivery or by
certified U.S. mail at the address specified below or at such other address as may be specified in writing
by the parties.
DEPARTMENT
Zoning Administrator
City of Miami
444 SW 2nd Avenue
Second Floor
Miami, Florida 33130
With a copy to:
Office of the City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
OWNER
Miami Dade County
Public Housing and Community Development
701 NW 15t Ct., Suite 1400
Miami, Florida 33136
Attention: Clarence Brown
With a copy to:
County Attorney's Office
Miami -Dade County
111 NW 1st St, 28th Floor
Miami, Florida 33128
Attention: Terrence A. Smith
Assistance City Attorney
City of Miami
Attn: Arthur Noriega V
444 SW 2nd Avenue
Tenth Floor
Miami, Florida 33130
LESSEE
Culmer Holdings, LLC
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attn: Kenneth Naylor
SUB -LESSEE
Cuimer Apartments, Ltd.
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street, Suite 1020
Miami, Florida 33136
Attn: Kenneth Naylor
With a copy to:
Greenberg Traurig, P.A.
333 SE 2nd Ave., 4400
Miami, Florida 33131
Attention: Ryan D. Bailin, Esq.
Ethan B. Wasserman, Esq
wassermane@gtlaw.com
17. Counterparts; Electronic Signatures. This Declaration may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same Declaration. The parties shall be entitled to sign and transmit an
electronic signature of this Declaration (whether by facsimile, PDF or other email transmission), which
signature shall be binding on the party whose name is contained therein. Any party providing an
electronic signature agrees to promptly execute and deliver to the other parties an original signed
Declaration upon request.
18. Recordation. This Declaration shall be e-recorded by the City, at Sub -Lessee's expense, in
the Public Records of Miami -Dade County, Florida upon full execution.
(SIGNATURES ON FOLLOWING PAGES)
Signed, witnessed, executed and acknowledged this 2.61 day al ] 'J l , 2022.
WITNESSES: SUB -LESSEE:
Culmer Apartments, Ltd., a Florida
limited partnership
Signature
i6-,ec c1/4
Print Name
Signal
t i ULe. L
Print Name
STATE OF FLORIDA
--inc 2
) SS
COUNTY OF MIAMI-DADE)
By: APC Culmer Apartments, LLC,
a Florida limited liability company,
its general partner
By:
N i c: Ken eth N
Vice resid
The foregoing instrument was acknowledged before me by means of ( physical presence or 0 online
notarization, this 2 day of -101y . 2022 by Kenneth Naylor as Vice President of APC Culmer
Apartments, LLC, a Florida limited liability company, the general partner of Culmer Apartments, Ltd.. a
Florida limited partnership, on behalf of such partnership, and who is I "personally known to me or who
0 has produced as identification and who executed the foregoing
instrument and acknowledged the execution thereof to be his free act and deed as such officer for the
purposes therein expressed and who did (did not) take an oath.
Witness my signature and official seal this 2-9 day of 3v , A.D., 2022.
Notary Public, State o Flo "d
My Commission Expires:
Notary Public State of Florida
Rebeca Martinez
My Commission
waimm. HF{ 213601
Exp. 1/4/2026
JOINDER BY LESSEE
Culmer Holdings, LLC being the LESSEE under that certain Ground Lease, dated September 7, 2020 for
that certain property herein described in Exhibit "A" does hereby join in and consent to the Declaration of
Restrictive Covenants for Attainable Mixed -Income Housing Development by SUB -LESSEE, to which
this Joinder is attached.
WITNESSES:
Vcivecc{
tom( cx c- T t 2
LESSEE
Culmer Holdings, LLC, a Florida
limited liability company
By: APCHD MM II, Inc., a Delaware
Corporation, its Manager
Signatz— By:
Print Name
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me by means of physical presence or ❑ online
notarization, thisZ' day of 5.� !� , 2022 by Kenneth Naylor as Vice President of APCHD MM Il.
Inc., a Delaware corporation, the manager of Culmer Holdings, LLC, a Florida limited liability company,
on behalf of such company, and who is I- personally known to me or who 0 has produced
as identification and who executed the foregoing instrument and
acknowledged the execution thereof to be his free act and deed as such officer for the purposes therein
expressed and who did (did not) take an oath.
Witness my signature and official seal this Z`l day of To'y
, A.D., 2022.
Notary Public, State f Florida
My Commission Expires:
Notary Public State of Florida
Rebeca Martinez
My Commission
nil"'" HH 213601
Exp. 1/4/2026
JOINDER BY OWNER
MIAMI-DADE COUNTY being the OWNER of that certain property herein described in Exhibit -A-
does hereby join in and consent to the Declaration of Restrictive Covenants for Attainable Mixed -Income
Housing Development by SUB -LESSEE, to which this Joinder is attached.
WITNESSES:
ignature
JLnJo1
Print acne
ur
ehel5).1),(),1
e1,0d-4Aj
Print Name
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE)
OWNER:
M IAMI-DADE COUNTY, a political
subdivision of the State of Florida
By:
Name: .: r_t-u- -c�:t►
The foregoing instru mcnt was acknowledged before me b meads of Cfphysical presence or 0 online
notarization, this22" clay of ,��-�- , 2022 by 14; c,lacei L, Ll , as the Dire r G Tiof Miami -Dade
County, a political subdivision a the State of Florida, and who is persona y -nown to me or who has
produced as identillcation and who executed the foregoing instrument
and acknowledged the execution thereof to be her free act and deed as such officer for the purposes
therein expressed and who did (did not) take an oath.
Witness my signature and official seal this Z� day of Anos+ , AID., 2022.
s ae' tett, 10 H!i 1,04114LA11O3 4ri
lC'�t t;1.^?H Otaniyi
Notary Public, State of F1orXda
Iy Commission Expires:
CITY OF MIAMI, a municipal corporation of the
State of Florida
ATTESTED:
Todd B. Hannon
City Clerk
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega V.
City Manager
The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online
notarization, before me this day of , 2022, by Arthur Noriega V. as City
Manager of City of Miami. a municipal corporation of the State of Florida. He is 0 personally known to
me or ❑ has produced as identification.
My Commission Expires:
Notary Public, State of Florida
Print or Stamp Name
Commission No.:
Approved: Approved:
Housing and Community Development Daniel S. Goldberg, Esq.
Director Zoning Director
Approved as to legal form and correctness: Approved:
Victoria Mdndez, Esq. Lakisha Hall, AICP LEED AP BD+C
City Attorney Planning Director
ACTIVE 5368156!v3
EXHIBIT "A"
LEGAL DESCRIPTION
A PORTION OF TRACT "C", "CULMER PARK SUBDIVISION NO. 1" ACCORDING TO THE
PLAT THEREOF, AS RECORDED IN PLAT BOOK 98, PAGE 12, OF THE PUBLIC RECORDS OF
MAMI-DADE COUNTY, FLORIDA.
BEGIN AT THE NORTHWEST CORNER OF TRACT "B", SAID POINT ALSO BEING THE MOST
NORTHEAST CORNER OF SAID TRACT "C"; THENCE RUN S00° 13'56"E ALONG THE WEST
LINE OF TRACT "B", ALSO BEING THE EAST LINE OF TRACT "C" FOR A DISTANCE OF
300.24 FEET TO A POINT; THENCE RUN N89°49` 19"E FOR A DISTANCE OF 10.00 FEET TO A
POINT; THENCE RUN SOO°13'56"E FOR A DISTANCE OF 186.00 FEET TO A POINT; THENCE
RUN N89°49'19"E FOR A DISTANCE OF 227.50 FEET TO A POINT; THENCE RUN SOO°13'56"E
FOR A DISTANCE OF 164.42 FEET TO A POINT; THE NEXT DESCRIBED COURSE BEING
ALONG THE SOUTH LINE OF SAID TRACT "C"; THENCE RUN S89°47'53"W FOR A DISTANCE
OF 297.50 FEET TO A POINT; THENCE RUN NOO°13'56"W FOR A DISTANCE OF 85.00 FEET TO
A POINT; THENCE RUN S89°47'53"W FOR A DISTANCE OF 181.80 FEET TO A POINT; THENCE
RUN N00°00'00"E FOR A DISTANCE OF 265.62 FEET TO A POINT; THENCE RUN S89°49'19"W
FOR A DISTANCE OF 31.40 FEET TO A POINT; THENCE RUN N00°00'00"E FOR A DISTANCE
OF 130.81 FEET TO A POINT; THENCE RUN N90°00'00"E FOR A DISTANCE OF 221.59 FEET TO
A POINT; THENCE RUN N00°13`56"W FOR A DISTANCE OF 170.15 FEET TO A POINT ON THE
NORTH LINE OF SAID TRACT "C"; THE NEXT COURSE BEING ALONG THE NORTH LINE OF
SAID TRACT "C"; THENCE RUN N89°50'46"E FOR A DISTANCE OF 50.00 FEET TO THE POINT
OF BEGINNING.
LYING AND BEING IN SECTION 37, TOWNSHIP 53 SOUTH, RANGE 41 EAST CITY OF MIAMI,
MAMI-DADE COUNTY, FLORIDA.
LESS AND EXCEPT THEREFROM:
A PORTION OF TRACT "C", "CULMER PARK SUBDIVISION. NO. 1", RECORDED IN PLAT
BOOK 98, PAGE 12, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT A POINT 50 FEET SOUTH OF
THE NORTHEAST CORNER ALONG N.W. 10TH STREET OF SAID TRACT FOR A POINT OF
BEGINNING; THENCE WEST 104.5 FEET; THENCE SOUTH 85 FEET; THENCE EAST 104.5
FEET; THENCE NORTH 85 FEET TO THE POINT OF BEGINNING; ALL LYING AND BEING IN
DADE COUNTY, FLORIDA.
ALL LYING AND BEING IN SECTION 37, TOWNSHIP 53 SOUTH, RANGE 41 EAST, CITY OF
MIAMI, MIAMI-DADE COUNTY. FLORIDA.
EXHIBIT "B"
CITY OF MIAMI PROPERTY LEGAL DESCRIPTION
A PORTION OF TRACT "C", CULMER PARK SUBDIVISION. NO. 1", RECORDED IN PLAT
BOOK 98, PAGE 12, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT A POINT 50 FEET SOUTH OF
THE NORTHEAST CORNER ALONG N.W. 10TH STREET OF SAID TRACT FOR A POINT OF
BEGINNING; THENCE WEST 104.5 FEET; THENCE SOUTH 85 FEET; THENCE EAST 104.5
FEET; THENCE NORTH 85 FEET TO THE POINT OF BEGINNING; ALL LYING AND BEING IN
DADE COUNTY, FLORIDA.
ALL LYING AND BEING IN SECTION 37, TOWNSHIP 53 SOUTH, RANGE 41 EAST, CITY OF
MIAMI, MIAMI-DADE COUNTY. FLORIDA.
This instrument was prepared by,
and when recorded return to:
Ethan B. Wasserman, Esq.
Greenberg Traurig, P.A.
333 SE 2nd Avenue, 4400
Miami, Florida 33131
(Space reserved for Clerk)
AFFORDABLE HOUSING COVENANT
KNOW ALL BY THESE PRESENTS THAT the undersigned Owner hereby makes, declare
and imposes on the land herein described, these covenants running with the title to the land, which
shall be binding on the Owner, all heirs, successors, and assigns, personal representatives,
mortgagees, lessees, and against all persons claiming by, through or under them;
WHEREAS, Owner holds the fee simple title to the land in Miami -Dade County, Florida
described in Exhibit "A", attached hereto and made a part hereof, hereinafter call the "Property,"
which is supported by the attorney's opinion attached as Exhibit "B";
WHEREAS, the Board of County Commissioners of Miami -Dade County has adopted the
Miami -Dade County Road, Fire, Police and Parks Impact Fee Ordinances (the "Ordinances")
Chapters 33E, 33J, 33I, and 33H, respectively of the Code of Miami -Dade County, Florida; and
WHEREAS, the Ordinances exempt from the required payment of impact fee housing units
which provide affordable housing for low and very low income families, as defined in the
Ordinances; and
WHEREAS, Owner seeks the following exemptions (check all that apply):
■ Road
❑ Fire
❑ Police
❑ Parks
WHEREAS, the Miami -Dade County Department of Regulatory and Economic Resources
(the "Department") through its Director is given authority to administer and effectuate the
Ordinances; and
(Space reserved for Clerk)
WHEREAS, Owner will construct a project in Miami -Dade County to be occupied by low
or very low income families on the Property aforedescribed (the "Project");
WHEREAS, Owner has agreed to assure the Depaillnent that the Project will be occupied
by low or very low income families according to the Ordinances and the terms stated herein;
WHEREAS, Owner is submitting this covenant to induce the Director of the Department to
grant an exemption of the aforesaid impact fees in the total amount of the road, fire, police, and
parks impact fees, whichever fees are applicable.
NOW, THEREFORE, in consideration of the covenants and undertakings set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, applicant, its successors and assigns, does hereby covenant and agrees as follows:
1. General
A. That the Project shall be occupied on a continuous basis by members of the general
public who comply with the affordable housing exemptions of the Ordinances for a
time period not less than fifteen (15) years from the date of this covenant; and
B. That impact fees will become due and payable by the current owner of the Project at
such time it loses its status as an affordable housing unit within fifteen (15) years from
the dated of this covenant;
C. In the event applicant rents or enters into a rent -purchase agreement, applicant shall
furnish to the Department a report each year for a period of five (5) years from the date
of this covenant certifying the income of the owners/lessees of the Project and
compliance with the provisions of the covenant;
D. In the event applicant sells the project, applicant shall provide all documentation as
required by the Director of the Department to prove that the prospective occupants
comply with the affordable housing exemption of the Ordinances. Upon Department
approval of the affordable housing exemption, applicant shall have the right, upon
written request delivered to the Department, to be released from this covenant.
2. Termination. Applicant, its successors or assigns, shall have the right, upon written
request delivered to the Department, to be released and have the project released from the
terms and conditions contained herein upon tender to Miami -Dade County of the full
amount of the applicable impact fees in effect at the time of the requested release, payable
in accordance with the provisions of the Ordinances.
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3. Covenant Running with the Land. This covenant shall constitute a covenant running
with the land and may be recorded in the Public Records of Miami -Dade County, Florida,
and shall remain in full force and effect and be binding upon applicant and its successors
and assigns until such time as the same is modified or released or as otherwise provided in
this covenant.
4. Governing Law. This covenant shall be governed by and construed in accordance with
the laws of the State of Florida, both as to substantive rights and those governing remedies.
5. Notice. Any notice required to be given herein shall be given by personal delivery or by
certified U.S. mail at the address specified below or at such other address as may be
specified in writing by the parties.
DEPARTMENT:
Depaituient of Regulatory and Economic Resources
Stephen P. Clark Center
111 NW lst Street, Suite 1110
Miami, Florida 33128
Attention: Director
OWNER:
Miami -Dade County
c/o Miami -Dade Public Housing and Community Development
701 N.W. lst Court, 16th Floor
Miami, Florida 33136
Attn: Michael Liu, Director
And
City of Miami
c/o Department of Real Estate and Asset Management
444 SW 2nd Avenue
3rd Floor
Miami, Florida 33130
Attn: Director
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LESSEE:
Culmer Holdings, LLC c/o Atlantic Pacific Communities, LLC
161 NW 6th Street, Suite 1020
Miami, Florida 33135
Attn: Kenneth Naylor
SUB -LESSEE:
Culmer Apartments, Ltd., a Florida
limited partnership
161 NW 6th Street, Suite 1020
Miami, Florida 33135
Attn: Kenneth Naylor
6. Severability. If any provision of this covenant shall be invalid, illegal, or unenforceable,
the validity, legality, and enforceability of the remaining provisions shall not be affected
or impaired.
[Signature pages to follow]
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ACKNOWLEDGEMENT
Signed, witnessed, executed and acknowledged on this day of , 2022.
IN WITNESS WHEREOF, the Owner has caused these presents to be signed in its name by
its proper officials.
WITNESSES: SUB -LESSEE:
Signature
Print Name
Signature
Culmer Apartments, Ltd., a Florida
limited partnership
By: APC Culmer Apailiuents, LLC,
a Florida limited liability company,
its general partner
By: APCHD MM II Inc., a Delaware
corporation, its manger
By:
Print Name Name: Kenneth Naylor
Title: Vice President
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this of , 2022, by Kenneth Naylor the Vice President of APCHD
MM II, Inc., a Delaware corporation, the Manager of APC Culmer Apailinents, LLC, a Florida
limited liability company, the general partner of Culmer Apartments, Ltd., a Florida limited
partnership. He is personally known to me or has produced as
identification.
Witness my signature and official seal this day of , 2022, in the
County and State aforesaid.
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ACKNOWLEDGEMENT
Signed, witnessed, executed and acknowledged on this day of , 2022.
IN WITNESS WHEREOF, the Owner has caused these presents to be signed in its name by
its proper officials.
WITNESSES: LESSEE
Signature
Print Name
Culmer Holdings, LLC, a Florida
limited liability company
By: APCHD MM II, Inc., a
Delaware Corporation, its Manager
Signature By:
Name: Kenneth Naylor
Print Name Title: Vice President
Address:
161 NW 6th Street, Suite 1020
Miami, Florida 33135
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this of , 2022, by Kenneth Naylor the Vice President of
APCHD MM II, Inc., a Delaware corporation, the Manager of Culmer Holdings, LLC, a Florida
limited liability company. He is personally known to me or has produced
as identification.
Witness my signature and official seal this
County and State aforesaid.
day of , 2020, in the
Notary Public, State of Florida
My Commission Expires:
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JOINDER
MIAMI-DADE COUNTY [through the Department of Public Housing and Community
Development] being the OWNER of all or a portion of that certain property herein described in
Exhibit "A" does hereby join in and consent to this Affordable Housing Covenant to which this
Joinder is attached.
WITNESSES:
SIGNATURE
PRINT NAME
SIGNATURE
PRINT NAME
MIAMI-DADE COUNTY
c/o Department of Public Housing
and Community Development
By:
Michael Liu, Director
[Notary Block on Following Page]
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STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
I HEREBY CERTIFY: That the foregoing instrument was acknowledged before me, an officer
duly authorized to administer oaths and take acknowledgments, by means of ❑ physical presence
or ❑ online notarization, this day of , 2022, by , as the
of Miami -Dade County, , and who is ❑ personally
known to me or who has ❑ produced as identification and who
executed the foregoing instrument and acknowledged the execution thereof to be her free act and
deed as such officer for the purposes therein expressed and who did (did not) take an oath.
Witness: My hand and official seal this day of , A.D., 2022.
[ SEAL] Signature
Print Name
My Commission Expires:
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JOINDER
CITY OF MIAMI, a municipal corporation of the State of Florida being the OWNER of all or a
portion of that certain property herein described in Exhibit "A" does hereby join in and consent to
this Affordable Housing Covenant, to which this Joinder is attached.
ATTESTED:
Todd B. Hannon
City Clerk
STATE OF FLORIDA
)SS:
COUNTY OF MIAMI-DADE
By:
Arthur Noriega V.
City Manager
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, before me this day of , 2022, by Arthur Noriega V.
as City Manager and attested by Todd B. Hannon as City Clerk of City of Miami, a municipal
corporation of the State of Florida. Each ❑ personally known to me or ❑ produced
and as identification.
My Commission Expires:
Notary Public, State of Florida
Print or Stamp Name
Commission No.:
Approved as to legal form and correctness:
Victoria Mendez, Esq.
City Attorney
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EXHIBIT "A"
All Tract "C", "Culmer Park Subdivision No.1", according to the Plat thereof, as recorded in Plat
Book 98, Page 12, of the Public Records of Miami -Dade County, Florida.
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Opinion of Title