HomeMy WebLinkAboutExhibit BCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO:
FROM :
Members of the Housing and October 29, 2024
DATE : FILE :
Commercial Loan Committee
SUBJECT:
Alfredo ssistant Director
Departme t coning and Community DeveloR1tCES
ENCLOSURES:
DFI Mundy LLC:
Casa Valentina
PROJECT
On June 5, 2024, Dragonfly Investments submitted a proposal for the takeover and re-
structuring of the Casa Valentina sites located at 3121 & 3173 Mundy St. The developer
proposed the assumption of the ARPA loan in the amount of $2M. As Casa Valentina Inc
previously incurred acquisition costs, closing costs, and legal fees in the amount of $1,056,833,
the remaining available ARPA balance is $943,167.
In addition, the Developer requested an additional $450,000 to pay off the CDBG loan that
was provided to Casa Valentina Inc as the new Developer would not be able to assume the
CDBG funds given their for -profit status.
Dragonfly Investments is proposing to develop (4) three -bedroom, 2-bathroom, 1,320 sq. ft.
units on each of the sites. The developments will provide affordable rental housing targeting
low-income individuals at or below 80% of the area median income. The units will be
manufactured modular homes assembled using steel structure.
OLD BUSINESS:
On September 20, 2024, Members of HCLC requested renderings for Casa Valentina Project
by DFI Mundy LLC.
DFI Mundy LLC 2 October 29, 2024
CASA VALENTINA PROJECT
DEPARTMENTAL RECOMMENDATION
Based on the proposal (and renderings) provided by Borrower, the Department recommends
the assumption of the ARPA Loan by Dragonfly Investments via DFI Mundy LLC in the
amount of $2M and recommends the allocation up to $450,000 in the City of Miami for
Everyone Program Funds for the development of a new affordable housing project located at
3121 and 3171 Mundy St.
The following loan terms and conditions shall apply:
1. Use of Funds: City funds will be used for hard construction costs.
2. City Units: Eight City units must be rented to individuals at or below 80% of AMI.
3. Maximum Rent Levels: Rents charged on City -assisted units are subject to rent and
income limits published annually by the US Department of Housing and Urban
Development ("HUD") and Florida Housing Finance Corporation ("FHFC").
4. Affordability Period: an affordability period of 30 years will apply commencing from
the date the city approves the closeout of the project.
5. Loan Repayment & Interest Rate Terms: This is a deferred loan provided to the
Borrower with no debt service payments required. The property must maintain the
required affordability structure for a period of 30 years. Failure to comply with these
requirements will result in the full repayment of principal and interest at an agreed upon
interest rate. Upon completely upholding 30-year affordability requirement, deferred
loan may be forgiven.
6. City Incurred Costs: Borrower understands and agrees that remaining balance of the
City of Miami Forever Funds after paying off the original CDBG Loan made to Casa
Valentina may be used by the City to cover costs incurred by the City on behalf of the
project.
7. Draw Disbursements: Draws will be disbursed based on the costs incurred.
8. Increase in Project Costs: If the project's costs increase ten percent (10%) or more of
the original budget, and the Borrower is not able to secure additional funding within 60
days before the project commencement, the project will be subject to recommendation
to the Housing and Commercial Loan Committee for de -obligation of the project
funding.
9. Eligible Project Costs: Eligible project costs will be effective from the date of
environmental clearance.
10. Reporting Compliance: Borrower is subject to compliance reporting requirements in
the process of construction and during the affordability period.
11. Development Benchmarks/Scope of Work: The project shall: (a) commence
construction within eighteen (18) months from the Effective Date of the contract; (b)
obtain all certificates of occupancy required for the project within 24 months from the
Effective Date; and (c) have all project units rented within 12 months from the issuance
of project's certificate of occupancy, but in no event later than 36 months from the
Effective Date.
12. Insurance Requirements: Borrower shall obtain and furnish evidence of insurance
coverage as the City may require in connection with the Project.
13. Affirmative Marketing Plan: Borrower shall provide an Affirmative Marketing Plan
using HUD's approved form and report to the City annually on all actions taken to
comply with said plan. Borrower shall comply with the requirements of the affordable
housing notice to City Officials Ordinance #13491.
DFI Mundy, LLC
CASA VALENTINA PROJECT
3 October 29, 2024
14. Lottery: Selection of eligible tenants shall be from the results of a tenant lottery, which
shall be conducted with a representative of the City of Miami present. In addition, the
project shall comply with the requirements of the City of Miami Ordinance #13645,
Resident Preference.
15. Project Signage: Borrower shall furnish signage identifying the Project and shall
acknowledge the contribution of the City by incorporating the seal of the City and the
names of the City commissioners and officials in all documents, literature, pamphlets,
advertisements, and signage, permanent or otherwise. All such acknowledgments shall
be in a form acceptable to the City and its costs should be covered under the City
Incurred Cost line item.
16. De -obligation of Funds: The City may at its sole discretion de -obligate the funding
approved herein, if by no later than six (6) months from the date of approval of the
City funds, the Borrower has failed to close on all funding commitments represented
herein.
17. Discretionary Action by Administration: Staff shall have the discretion to approve and,
by way of Memorandum, authorize the City Manager to execute any and all documents
needed to further the Project Completion, provided, however, that the lien position nor
the project terms are not materially affected. Due to the realities of financing affordable
housing developments, the total dollar amount of this development's senior debt is
subject to change. Please, be advised that so long as the dollar amount of the senior debt,
as listed herein, does not increase more than 9.99%, then such changes will be deemed
approved by the City of Miami's ("City") Housing and Commercial Loan Committee
even if such change negatively impact the City's mortgage's lien priority.
18. Compliance with Ordinance #13491 Notice to Residents, and Ordinance #13645
Resident Preference.
19. Project Default: If the City determines that the project is in default, the following
conditions will apply:
• The highest interest rate available under the law will be applicable for the funds
disbursed from date of disbursement.
• The Restrictive Covenant will remain as a restriction on the Project property
throughout the Affordability Period; and
• The borrower, project developer, managing partner(s) of the borrower and/or other
individuals, principals and/or other entities as determined by the City will be
debarred from receiving any City funding for a period of five (5) years.
DFI Mundy LLC 4 October 29, 2024
CASA VALENTINA PROJECT
HOUSING AND COMMERCIAL LOAN COMMITTEE DECISION:
Approved as Recommended by Staff Yes g'No EN/A ❑
To Include Additional Conditions or Restrictions Yes ❑ No Er -N/A ❑
Disapproved Yes ❑ No [rN/A E
To Include Further Action Yes ❑ No 2-N/A ❑
Specify any further action, conditions or restrictions:
chairperson v1 epresntative
_ MO1 WIMP. CAMMERCIAL
LOAN COMMITTEE
OCT 2 9 2024
Stamp Date
APPROVED
aRl..
1•111=MIMMEMILI.
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Members of the Housing and
TO : Commercial Loan Committee DATE
FROM :
SUBJECT:
Alfredo I. �, ssistant Director
Departm; Hdfising and Community Development
REFERENCES:
ENCLOSURES:
September 20, 2024
DFI Mundy LLC:
Casa Valentina
FILE :
BORROWER:
Since inception, Dragonfly Investments has completed over 200 residential/multifamily
properties, over five million square feet of retail, and 250,000+ square feet of industrial. The
organization is involved in project management, project development, residential and
commercial construction and acquisition of properties and land. Currently, the organization
has 10 renovation projects in process with the Greater St Paul AME Church and over 300
multi -family units in various stages of site planning and pre -construction.
Dragonfly Investments is led by Irving Weisselberger and Amanda De Seta. Between Irving
Weisselberger and Amanda De Seta, they have a combined 40 years of experience in
construction and development of residential (affordable, market rate and luxury), commercial,
hospitality and industrial assets.
Dragonfly Investments established DFI Mundy LLC, a Florida for Profit Organization,
specifically for the purpose of taking over the stalled Casa Valentina Project.
PROJECT/BACKGROUND
Pursuant to Resolution R-21-0387, on September 23, 2021, the City of Miami Commission
approved Community Development Block Grant Funds ("CDBG") in the amount of
$3,098,006.65 for economic development activities. From this amount, Casa Valentina, Inc., a
Florida not -for -profit organization, was awarded $440,846 for land acquisition for the
development of an affordable housing project.
On October 14, 2021, District 2 Commissioner's Office sponsored Resolution R-21-0427 that
authorized a forgivable loan of no less than thirty (30) years and in an amount not to exceed
$2,000,000 in American Rescue Plan Act ("ARPA") funds to Casa Valentina Inc. to acquire
one or more parcels on which Casa Valentina was to build affordable housing development
that was to contain no less than fifty (50) city assisted residential units.
On January 26, 2022, HCLC approved the allocation of $2,000,000 in ARPA funds to Casa
Valentina, Inc for the acquisition of land and development costs associated with the Casa
Valentina project.
DFI Mundy LLC 2 September 20, 2024
CASA VALENTINA PROJECT
On March 16, 2022, a CDBG Loan Agreement was executed between the City of Miami and
Casa Valentina Inc. On September 1, 2022, an ARPA loan Agreement was executed between
the City of Miami and Casa Valentina Inc.
On September 1, 2022, Casa Valentina Inc. acquired 3173 Mundy Street. On October 14,
2022, Casa Valentina Inc acquired 3121 Mundy Street.
On September 11, 2023, Casa Valentina's attorney informed the Department that Casa
Valentina Inc will not be able to proceed with its original project, and that they would like to
explore repayment of the City funds through the sale of the acquired properties.
In a telephone conference, the Department discussed the stalled Casa Valentina project with
Dragonfly Investments. Dragonfly Investments contacted Casa Valentina, Inc. directly to study
the project further. On May 6, 2024, Casa Valentina Inc and Dragonfly Investments executed
a Purchase and Sale Agreement.
BORROWER'S REQUEST/NEW PROJECT
On June 5, 2024, Dragonfly Investments submitted a proposal for the takeover and re-
structuring of the Casa Valentina sites located at 3121 & 3173 Mundy St. The developer
proposed the assumption of the ARPA loan in the amount of $2M. As Casa Valentina Inc
previously incurred acquisition costs, closing costs, and legal fees in the amount of $1,056,833,
the remaining available ARPA balance is $943,167.
In addition, the Developer requested an additional $450,000 to pay off the CDBG loan that
was provided to Casa Valentina Inc as the new Developer would not be able to assume the
CDBG funds given their for -profit status.
Dragonfly Investments is proposing to develop (4) three -bedroom, 2-bathroom, 1,320 sq. ft.
units on each of the sites. The developments will provide affordable rental housing targeting
low-income individuals at or below 80% of the area median income. The units will be
manufactured modular homes assembled using steel structure.
DEPARTMENTAL RECOMMENDATION
Based on the proposal provided by Borrower, the Department recommends the assumption of
the ARPA Loan by Dragonfly Investments via DFI Mundy LLC in the amount of $2M and
recommends the allocation up to $450,000 in the City of Miami for Everyone Program Funds
for the development of a new affordable housing project located at 3121 and 3171 Mundy St.
DFI Mundy, LLC 3 September 20, 2024
CASA VALENTINA PROJECT
The following loan terms and conditions shall apply:
1. Use of Funds: City funds will be used for hard construction costs.
2. City Units: Eight City units must be rented to individuals at or below 80% of AMI.
3. Maximum Rent Levels: Rents charged on City -assisted units are subject to rent and
income limits published annually by the US Department of Housing and Urban
Development ("HUD") and Florida Housing Finance Corporation ("FHFC").
4. Affordability Period: an affordability period of 30 years will apply commencing from
the date the city approves the closeout of the project.
5. Loan Repayment & Interest Rate Terms: This is a deferred loan provided to the
Borrower with no debt service payments required. The property must maintain the
required affordability structure for a period of 30 years. Failure to comply with these
requirements will result in the full repayment of principal and interest at an agreed upon
interest rate. Upon completely upholding 30-year affordability requirement, deferred
loan may be forgiven.
6. City Incurred Costs: Borrower understands and agrees that remaining balance of the
City of Miami Forever Funds after paying off the original CDBG Loan made to Casa
Valentina may be used by the City to cover costs incurred by the City on behalf of the
project.
7. Draw Disbursements: Draws will be disbursed based on the costs incurred.
8. Increase in Project Costs: If the project's costs increase ten percent (10%) or more of
the original budget, and the Borrower is not able to secure additional funding within 60
days before the project commencement, the project will be subject to recommendation
to the Housing and Commercial Loan Committee for de -obligation of the project
funding.
9. Eligible Project Costs: Eligible project costs will be effective from the date of
environmental clearance.
10. Reporting Compliance: Borrower is subject to compliance reporting requirements in
the process of construction and during the affordability period.
11. Development Benchmarks/Scope of Work: The project shall: (a) commence
construction within eighteen (18) months from the Effective Date of the contract; (b)
obtain all certificates of occupancy required for the project within 24 months from the
Effective Date; and (c) have all project units rented within 12 months from the issuance
of project's certificate of occupancy, but in no event later than 36 months from the
Effective Date.
12. Insurance Requirements: Borrower shall obtain and furnish evidence of insurance
coverage as the City may require in connection with the Project.
13. Affirmative Marketing Plan: Borrower shall provide an Affirmative Marketing Plan
using HUD's approved form and report to the City annually on all actions taken to
comply with said plan. Borrower shall comply with the requirements of the affordable
housing notice to City Officials Ordinance #13491.
14. Lottery: Selection of eligible tenants shall be from the results of a tenant lottery, which
shall be conducted with a representative of the City of Miami present. In addition, the
project shall comply with the requirements of the City of Miami Ordinance #13645,
Resident Preference.
DFI Mundy LLC 4 September 20, 2024
CASA VALENTINA PROJECT
15. Project Signage: Borrower shall furnish signage identifying the Project and shall
acknowledge the contribution of the City by incorporating the seal of the City and the
names of the City commissioners and officials in all documents, literature, pamphlets,
advertisements, and signage, permanent or otherwise. All such acknowledgments shall
be in a form acceptable to the City and its costs should be covered under the City
Incurred Cost line item.
16. De -obligation ofFunds: The City may at its sole discretion de -obligate the funding
approved herein, if by no later than six (6) months from the date of approval of the
City funds, the Borrower has failed to close on all funding commitments represented
herein.
17. Discretionary Action by Administration: Staff shall have the discretion to approve and,
by way of Memorandum, authorize the City Manager to execute any and all documents
needed to further the Project Completion, provided, however, that the lien position nor
the project terms are not materially affected. Due to the realities of financing affordable
housing developments, the total dollar amount of this development's senior debt is
subject to change. Please, be advised that so long as the dollar amount of the senior debt,
as listed herein, does not increase more than 9.99%, then such changes will be deemed
approved by the City of Miami's ("City") Housing and Commercial Loan Committee
even if such change negatively impact the City's mortgage's lien priority.
18. Compliance with Ordinance #13491 Notice to Residents, and Ordinance #13645
Resident Preference.
19. Project Default: If the City determines that the project is in default, the following
conditions will apply:
• The highest interest rate available under the law will be applicable for the funds
disbursed from date of disbursement.
• The Restrictive Covenant will remain as a restriction on the Project property
throughout the Affordability Period; and
• The borrower, project developer, managing partner(s) of the borrower and/or other
individuals, principals and/or other entities as determined by the City will be
debarred from receiving any City funding for a period of five (5) years.
DFI Mundy, LLC 5 September 20, 2024
CASA VALENTINA PROJECT
HOUSING AND COMMERCIAL LOAN COMMITTEE DECISION:
Approved as Recommended by Staff Yes ❑ No ❑N/A ❑
To Include Additional Conditions or Restrictions Yes ❑ No ❑ N/A ❑
Disapproved Yes ❑ No ❑ N/A ❑
To Include Further Action Yes ❑ No ❑ N/A ❑
Specify any further action, conditions or restrictions:
Chairperson or Representative Stamp Date
DFI Mundy LLC:
Project Analysis: Casa Valentina Project
Market Risk
The market risk for this project is low, given the scarcity of affordable rental units in the City of
Miami for low-income residents.
According to the City of Miami's 2014-2018 Consolidated Plan, city residents have not been
able to keep up with the increasing high cost of living in the Miami area, as such 67% of city
residents fit the low -to -moderate income category and nearly half of city households (46%) are
cost -burdened.
DFI Mundy LLC, submitted a proposal for the development of the Casa Valentina sites located
at 3121 & 3173 Mundy St, Miami. Developer is proposing to develop four (4) three bedroom, 2
bathrooms, 1,320 sq. ft., units on each of the sites that will be used for the development of a
project that will provide affordable rental housing located in District 2 neighborhood that will be
targeting the low-income individuals at or below 80% of the area median income. The units will
be a manufactured modular home assembled using steel structure.
Due to the limited number of new projects coming online at the same time and the very limited
size of the subject, we do not foresee the Developer having any trouble with lease -up or
marketing of these units.
The construction of this affordable rental building will contribute to alleviate the housing needs
of the most disadvantaged residents and will contribute to the revitalization and stabilization of
the area, which has been a priority redevelopment area for the City of Miami.
Borrower Risk
Since inception, Dragonfly Investments has completed over 200 residential/multifamily
properties, over five million square feet of retail, and 250,000+ square feet of industrial. The
organization is involved in project management, project development, residential and
commercial construction and acquisition of properties and land. Currently, the organization has
10 renovation projects in process with the Greater St Paul AME Church and over 300 multi-
family units in various stages of site planning and pre -construction.
Dragonfly Investments is led by Irving Weisselberger and Amanda De Seta. Between Irving
Weisselberger and Amanda De Seta, they have a combined 40 years of experience in
construction and development of residential (affordable, market rate and luxury), commercial,
hospitality and industrial assets.
Dragonfly Investments established DFI Mundy LLC, a Florida for Profit Organization,
specifically for the purpose of taking over the stalled Casa Valentina Project.
Project Risk
Developer is proposing to develop four (4) three bedroom, 2 bathrooms, 1,320 sq. ft., units on
each of the sites that will be used for the development of a project that will provide affordable
rental housing located in District 2 neighborhood that will be targeting the low-income
individuals at or below 80% of the area median income. The units will be a manufactured
modular home assembled using steel structure.
Vacancies and collection loss are projected at 0% after the stabilization of the project; however,
given the small project size, we foresee the project having little -to -no vacancies. The project is
financially feasible, as shown in the attached Pro -Forma.
Acquisition/Relocation Risk
3121 & 3173 Mundy St are vacant lots.
Portfolio Risk
The project is in the City of Miami, District 2. Project addresses objectives within the City of
Miami's Consolidated Plan. The proposed development is for individuals and families with a
gross annual income up to (80%) percent of the Area Median Income (AMI) adjusted for family
size. The City of Miami for Everyone funding will be used for the construction development
costs. The project will yield 8 units. The project has a 30-year Affordability Period.
Development Budget:
Land $440,846
Hard Cost $2,409,342
Soft Cost $368,914
Developer Fee $116,082
Total Development Cost: $3,335,184
See attached the Budget - Cost Allocation.
Project Information:
Project Location: 3121 & 3173 Mundy St,
Number of Units: 8 modular home units
Type of Unit: three -bedroom, two bathrooms
Unit Size: 1,320 sq. ft. each
Collateral Subordination:
• First Lien: Private Loan
• Second Lien: ARPA Funds
• Third Lien: City of Miami for Everyone Program Funds D2
$1,505,368
$943,167
$450,000
Project Feasibility:
Bedrooms
Baths
No. of
Units
Unit
Size
(SF)
Median
Income %
Max
Gross
HC
Rents
Max Net
HC Rents
Annual
Rents
3
2
1
1,320
60%
$1,770
$1,770
$21,240
3
2
1
1,320
65%
$1,917.5
0
$1,917.50
$23,010
3
2
1
1,320
70%
$2,065
$2,065
$24,780
3
2
2
1,320
75%
$2,213
$2,213
$53,112
3
2
3
1,320
80%
$2,361
$2,361
$84,996
TOTAL:
8
$207,138
# Units
Type of Bedrooms
MFE Funds
invested per unit
Total Funds Invested
8
3
$56,250
$450,000
City of Miami - Department of Community Development
COST ALLOCATION REPORT
Financing Sources: Specify Name
Total Project
%
D2
MFE Funds
ARPA
BANK LOAN
Other:
Equity
Investment
Land Acquisition
$440,846
13.22%
$440,846
Hard Costs
$536,335
$1,217,945
$0
Construction (incl. Site work)
$1,754,280
52.60%
Construction contingency
$312,762
9.38%
$121,611
$191,151
Construction: Concrete/Soil Test
$11,500
0.34%
$7,861
$3,639
Appliances
$32,000
0.96%
$32,000
Construction Supervision
$298,800
8.96%
$219,946
$78,854
Total Hard Costs
$2,409,342
72.24%
-
$0
$796,142
$1,339,556
$0
$273,644
Soft Costs
$16,000
$10,937
$5,063
Arch Design, Civil Engineering
0.48%
Impact & School Fees
0.00%
$0
$0
Permits / Fees
$20,850
0.63%
$14,252
$6,598
Legal
$15,000
0.45%
$0
$15,000
$0
Licenses / Environmental / Util Fees
$19,800
0.59%
$13,534
$6,266
Appraisal / Surveys
$2,800
0.08%
$1,914
$886
Insurance: Construction Period
$52,840
1.58%
$21,180
$31,660
Marketing / Advertising
0.00%
$0
$0
Loan Closing / Financing Fees
$16,500
0.49%
$11,279
$5,221
Interest / Carrying Costs
$169,353
5.08%
$50,201
$119,152
Title Insurance & Recording
$10,000
0.30%
$6,835
$3,165
Taxes
$24,714
0.74%
$16,893
$7,821
Construction Acctg
$2,400
0.07%
$2,400
For Use by City: City incurred costs
$10,000
0.30%
$9,154
$846
$0
$0
Developer's Fees & Overhead
$116,082
3.48%
$116,082
Soft Cost Contingency
$8,657
0.26%
$8,657
Total Soft Costs
$484,996
14.54%
-
$9,154
$147,025
$165,812
$0
$163,005
Total Project Cost
$3,335,184
100.00%
-
$450,000
$943,167
$1,505,368
$0
$436,649
Percent of City Funding to TDC
Total Units
Number of City Units
Percent of City Units to Total Units
City Subsidy Per Assisted Unit
9/12/2024 13:09
41.77%
8
8
100%
Total Square Footage
10,560
Total Cost per S/F
$315.83
Total Livable Area
10,560
Total Livable Area of City Assisted Units
10,560
Percent of City Area to Total
100%
30 YEAR CASH FLOW ANALYSIS
INCOME INFLATOR 2.00%
EXPENSE INFLATOR 3.00%
NUMBER OF UNITS 8
Gross Rental Income
Potential Gross Income
Vacancy
Effective Gross Income
Less: Operating Costs
Accounting and Bookkeeping
Insurance
Landscaping
Legal
Maintenance
Management Fee
Utilities
Reserve
Real Estate Taxes
Total Operating Expenses
Net Operating Income
Annual Debt Service
Debt Service Coverage Ratio
3.50%
30.53%
Assumptions
1
$207,138.00
$207,138.00
$0.00
2
$211,280.76
$211,280.76
$0.00
3
$215,506.38
$215,506.38
$0.00
4
$219,816.50
$219,816.50
$0.00
5
$224,212.83
$224,212.83
$0.00
6
$228,697.09
$228,697.09
$0.00
_7
$233,271.03
$233,271.03
$0.00
8
$237,936.45
$237,936.45
$0.00
9
$242,695.18
$242,695.18
$0.00
10
$247,549.08
$247,549.08
$0.00
11
$252,500.07
$252,500.07
$0.00
12
$257,550.07
$257,550.07
$0.00
13
$262,701.07
$262,701.07
$0.00
14
$267,955.09
$267,955.09
$0.00
15
$273,314.19
$273,314.19
$0.00
0.00%
$207,138.00
$211,280.76
$215,506.38
$219,816.50
$224,212.83
$228,697.09
$233,271.03
$237,936.45
$242,695.18
$247,549.08
$252,500.07
$257,550.07
$262,701.07
$267,955.09
$273,314.19
$ / Month
$ 200
$1,600.00
$1,648.00
$1,697.44
$1,748.36
$1,800.81
$1,854.84
$1,910.48
$1,967.80
$2,026.83
$2,087.64
$2,150.27
$2,214.77
$2,281.22
$2,349.65
$2,420.14
$ 1,332
$15,984.00
$16,463.52
$16,957.43
$17,466.15
$17,990.13
$18,529.84
$19,085.73
$19,658.30
$20,248.05
$20,855.49
$21,481.16
$22,125.59
$22,789.36
$23,473.04
$24,177.23
$ 600
$4,800.00
$4,944.00
$5,092.32
$5,245.09
$5,402.44
$5,564.52
$5,731.45
$5,903.39
$6,080.50
$6,262.91
$6,450.80
$6,644.32
$6,843.65
$7,048.96
$7,260.43
$ 200
$1,600.00
$1,648.00
$1,697.44
$1,748.36
$1,800.81
$1,854.84
$1,910.48
$1,967.80
$2,026.83
$2,087.64
$2,150.27
$2,214.77
$2,281.22
$2,349.65
$2,420.14
$ 300
$2,400.00
$2,472.00
$2,546.16
$2,622.54
$2,701.22
$2,782.26
$2,865.73
$2,951.70
$3,040.25
$3,131.46
$3,225.40
$3,322.16
$3,421.83
$3,524.48
$3,630.22
$ 906
$7,249.83
$7,394.83
$7,542.72
$7,693.58
$7,847.45
$8,004.40
$8,164.49
$8,327.78
$8,494.33
$8,664.22
$8,837.50
$9,014.25
$9,194.54
$9,378.43
$9,566.00
$ 400
$3,200.00
$3,296.00
$3,394.88
$3,496.73
$3,601.63
$3,709.68
$3,820.97
$3,935.60
$4,053.66
$4,175.27
$4,300.53
$4,429.55
$4,562.43
$4,699.31
$4,840.29
$ 100
$800.00
$824.00
$848.72
$874.18
$900.41
$927.42
$955.24
$983.90
$1,013.42
$1,043.82
$1,075.13
$1,107.39
$1,140.61
$1,174.83
$1,210.07
$ 25,600
$25,600.00
$26,368.00
$27,159.04
$27,973.81
$28,813.03
$29,677.42
$30,567.74
$31,484.77
$32,429.31
$33,402.19
$34,404.26
$35,436.39
$36,499.48
$37,594.46
$38,722.30
$ 29,638
$63,233.83
$65,058.35
$66,936.15
$68,868.81
$70,857.93
$72,905.20
$75,012.31
$77,181.03
$79,413.19
$81,710.64
$84,075.32
$86,509.20
$89,014.33
$91,592.82
$94,246.82
$143,904.17
$146,222.41
$148,570.23
$150,947.70
$153,354.90
$155,791.89
$158,258.72
$160,755.42
$163,281.99
$165,838.44
$168,424.75
$171,040.87
$173,686.73
$176,362.27
$179,067.37
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
1.3099
1.3310
1.3524
1.3741
1.3960
1.4182
1.4406
1.4633
1.4863
1.5096
1.5332
1.5570
1.5811
1.6054
1.6300
16
$278,780.48
$278,780.48
17
$284,356.09
$284,356.09
18
$290,043.21
$290,043.21
19
$295,844.07
$295,844.07
20
$301,760.95
$301,760.95
21
$307,796.17
$307,796.17
22
$313,952.10
$313,952.10
23
$320,231.14
$320,231.14
24
$326,635.76
$326,635.76
25
$333,168.47
$333,168.47
26
$339,831.84
$339,831.84
27
$346,628.48
$346,628.48
28
$353,561.05
$353,561.05
29
$360,632.27
$360,632.27
30
$367,844.92
$367,844.92
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$278,780.48
$284,356.09
$290,043.21
$295,844.07
$301,760.95
$307,796.17
$313,952.10
$320,231.14
$326,635.76
$333,168.47
$339,831.84
$346,628.48
$353,561.05
$360,632.27
$367,844.92
$2,492.75
$2,567.53
$2,644.56
$2,723.89
$2,805.61
$2,889.78
$2,976.47
$3,065.77
$3,157.74
$3,252.47
$3,350.04
$3,450.55
$3,554.06
$3,660.68
$3,770.50
$24,902.55
$25,649.63
$26,419.12
$27,211.69
$28,028.04
$28,868.88
$29,734.95
$30,627.00
$31,545.81
$32,492.18
$33,466.95
$34,470.95
$35,505.08
$36,570.24
$37,667.34
$7,478.24
$7,702.59
$7,933.67
$8,171.68
$8,416.83
$8,669.33
$8,929.41
$9,197.30
$9,473.22
$9,757.41
$10,050.13
$10,351.64
$10,662.19
$10,982.05
$11,311.51
$2,492.75
$2,567.53
$2,644.56
$2,723.89
$2,805.61
$2,889.78
$2,976.47
$3,065.77
$3,157.74
$3,252.47
$3,350.04
$3,450.55
$3,554.06
$3,660.68
$3,770.50
$3,739.12
$3,851.30
$3,966.83
$4,085.84
$4,208.41
$4,334.67
$4,464.71
$4,598.65
$4,736.61
$4,878.71
$5,025.07
$5,175.82
$5,331.09
$5,491.03
$5,655.76
$9,757.32
$9,952.46
$10,151.51
$10,354.54
$10,561.63
$10,772.87
$10,988.32
$11,208.09
$11,432.25
$11,660.90
$11,894.11
$12,132.00
$12,374.64
$12,622.13
$12,874.57
$4,985.50
$5,135.06
$5,289.11
$5,447.79
$5,611.22
$5,779.56
$5,952.94
$6,131.53
$6,315.48
$6,504.94
$6,700.09
$6,901.09
$7,108.12
$7,321.37
$7,541.01
$1,246.37
$1,283.77
$1,322.28
$1,361.95
$1,402.80
$1,444.89
$1,488.24
$1,532.88
$1,578.87
$1,626.24
$1,675.02
$1,725.27
$1,777.03
$1,830.34
$1,885.25
$39,883.97
$41,080.48
$42,312.90
$43,582.29
$44,889.75
$46,236.45
$47,623.54
$49,052.25
$50,523.81
$52,039.53
$53,600.71
$55,208.74
$56,865.00
$58,570.95
$60,328.08
$96,978.56
$99,790.35
$102,684.53
$105,663.55
$108,729.92
$111,886.20
$115,135.05
$118,479.22
$121,921.52
$125,464.84
$129,112.18
$132,866.60
$136,731.28
$140,709.47
$144,804.54
$181,801.91
$184,565.74
$187,358.67
$190,180.52
$193,031.04
$195,909.97
$198,817.04
$201,751.91
$204,714.24
$207,703.63
$210,719.67
$213,761.88
$216,829.77
$219,922.80
$223,040.38
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
($109,855.17)
1.6549
1.6801
1.7055
1.7312
1.7571
1.7833
1.8098
1.8365
1.8635
1.8907
1.9182
1.9459
1.9738
2.0019
2.0303
f=g
A Y
INVESTMENTS
Transmittal Letter
Mr. Alfredo Duran
City of Miami
Department of Housing and Community Development
14 NE 1st Avenue, Second Floor
Miami, FL. 33132
Dear Mr. Duran,
We are under contract with Casa Valentina for two properties located at 3121 + 3173 Mundy Street in
Coconut Grove. We are seeking to amend the recorded documents to reflect a fourplex on each
property, with 80% AMI rent limits as opposed to the 50 units that are currently reflected in the recorded
documents.
Our total development budget is $3,335,184.11; we will work with SteelHomes to install the fourplexes.
This will allow the project to deliver 8 affordable units to the market on a much faster timeline than
traditional construction. We are finishing another project with them in Hallandale and have been very
pleased with their performance.
As we are for -profit developers, we cannot accept the $440,846.00 in CDGB funds. We are seeking
project funding in the amount of $1,330,000 to make the pro -forma viable. We have a non -negotiated
letter of intent from InterCredit Bank, who financed our other SteelHomes deal and who are very
comfortable with their construction product and performance.
We would like to remind you of our experience with affordable housing throughout Florida in various
assets. We currently have over 400 affordable units in development, and are also the development
partners of Greater St Paul AME Church in the Grove. To date we have delivered 4 of their units back to
market, and have 12 more in the pipeline financed through ARPA and NOAH grants. Between Amanda
and myself, we have a combined 40 years of experience in construction and development of residential
(affordable, market rate, and luxury), commercial, hospitality, and industrial assets.
We thank you in advance for your time, consideration, and efforts with this project. We look forward to
working with the City of Miami to bring more affordable housing online.
Sincerely,
Irving Weisselberger
Principal of Dragonfly Investments LLC
Page 13
*Intercredit
APPLICATION LETTER
May 21, 2024
Irving Weisselberger
19 W Flagler, Suite 1001
Miami, FL 33130
Robert Moreira
Senior Vice President
Re: A Non -Revolving Construction Line of Credit "NRCLOC" i/a/o $1,290,510 to finance the construction and development of
two residential duplexes located at 3121 and 3173 Mundy Street, Miami FL 33133.
Dear Sirs:
We are pleased to inform you that Intercredit Bank is interested in pursuing the following Credit Facility under the general terms and
conditions outlined below and subject to Intereredit Bank's ("Bank") final credit approval.
BORROWER(S):
PERSONAL
GUARANTOR(S):
LOAN PURPOSE:
LOAN AMOUNT:
USE OF FUNDS:
TERM:
EXTENSION OPTION:
Entity to Be Determined, along with the corporate guaranty of all shareholder(s), members, general
or limited partner(s), of the borrowing entity will be required. All guarantors will be 100% jointly
and severally liable.
Irving Weisselberger, along with the personal guaranty of all shareholder(s), members, general or
limited partner(s), of the borrowing entity will be required. All guarantors will be 100% jointly and
severally liable.
To provide a Non -Revolving Construction Line of Credit to finance the construction and
development of two residential duplexes located at 3121 and 3173 Mundy Street, Miami FL 33133.
$1,290,510. Not to exceed 35% loan to cost, 40% of the "As Completed", or 40% of the "As
Stabilized" appraised value, based on a new appraisal report to be ordered by the bank.
Use of Fundy
Amount (appros.1
Construction (Eligible Hard Construction Costs)
$1,044,110
Contingency (5%)
$104,254
Interest Rescrvc
$102,146
Closing Costs (To beyaid at closing)
$40,000
TOTAL LOAN AMOUNT
S1,290,510
18 months, with one (1) option to extend an additional three (3) months, for a total of 21 months. If
converted to a term loan, the term will be extended for an additional eight and a half (8.5) or eight
and a quarter (8.25) years for a maximum term of ten (10) years.
If necessary, lntercredit Bank, N.A. will provide one (1) additional three (3) month extension option.
The three (3) month extension option will be automatically granted upon paying the corresponding
extension fees stated herein, and provided the Borrower complies with the following: 1) notifies the
Bank in writing at least 30 days prior to loan maturity; 2) at the time the extension is requested by
the Borrower, the Loan is not in default, and all the terms and conditions have been handled in a
satisfactory manner; 3) there is no adverse change in the Borrower(s)/Guarantor(s) financial
condition, as determined by the Lender at its sole discretion.
TERM LOAN CONVERSION: At the end of 18 months, or 21 if extended, the Borrower will have the option to convert the
remaining outstanding balance under the NRCLOC to a Permanent Term Loan. Upon term loan
conversion, the maturity date will be extended for a maximum term of 10 years. The term loan
conversion will be granted at the Bank's sole discretion, provided the Borrower meets the following
conditions: 1) notifies the Bank in writing at least 30 days prior to NRCLOC m 'ty; 2) pays the
term loan conversion fee to the Bank, if any; 3) at the time the extension requested by -the
Lend _
Borrower
Entity to Be Determined
Page 2
Borrower, the Loan is not in default, and all the terms and conditions have been handled in a
satisfactory manner; 4) the Borrower has met a DSCR of 1.25X; 5) there is no adverse or material
change in the Borrower(s)/Guarantor(s) financial condition, as determined by the Lender at its sole
discretion.
MATURITY: 18 months from closing date, or 21 if extended. If converted to a term loan, the maturity date will
be extended to ten (10) years from closing date.
LNTEREST RATE:
The indicative interest rate on the prospective loan is a variable rate of Prime minus 1.00%, currently
7.50%, for 18 months. If the extension option is exercised, the interest rate will remain the same
during the extension period.
Thereafter, if converted to a permanent loan as described herein, the outstanding balance at the end
of the NRCLOC period the interest rate will be readjusted to a constant maturity of three (3) years
plus 3.25%. At the end of year three (3), the interest rate will be readjusted and fixed for the next
three (3) years adjusted to a constant maturity of three (3) years, plus 3.25%. At the end of year three
(3), the interest rate will be readjusted yearly and fixed to a constant maturity of one (1) year, plus
2.50 %. until maturity. This rate is subject to change until the Bank issues a formal commitment
letter, at which point the subject rate is locked in for a period of forty-five (45) days until the loan
is approved and do not close within forty-five (45) days of commitment, the rate shall float at a
number equal to WSJ Prime minus 1.00% until and upon closing.
FLOOR RATE: TBD
AMORTIZATION: N/A during the construction period, thereafter, if converted, the remaining of a 25-year amortization
TERMS OF Monthly payments of interest only with principal and any accrued interest and fees due at maturity.
REPAYMENT: If extended for an additional period, then interest only monthly payments during the extension
period, with principal and any accrued interest and fccs due at maturity. If converted, borrower
shall make monthly payments of principal and interest based on the remaining term and remaining
amortization, with a balloon payment of principal & any accrued interest due at maturity.
LOAN -TO -VALUE: Not to exceed 35% loan to cost, 40% of the "As Completed", or 40% of the "As Stabilized"
appraised value, based on a new appraisal report to be ordered by the bank
COLLATERAL:
a) First Mortgage on the properties located at 3121 and 3173 Mundy Street, Miami FL 33133. (Folio
# 01-4121-006-0120, 0050)
b) A first perfected security interest in all of Borrower's assets including all accounts, inventory, and
all improvements, including fixtures, and personalty used in connection with, located upon, or
thereafter affixed to the property.
c) Assignment of all Rents and Leases.
d) Any other security instrurnents and documentation or requirements customary for this type of
transaction as may be required by Lender and/or its counsel.
SUBORDINATION: Full Subordination of any current and future loans, notes payable and/or advances due to
stockholders or related entities of Corporate Borrower(s).
LENDER'S
ORIGINATION FEE: 0.75% of the total loan amount.
EXTENSION FEE: 0.25% for the three (3) month extension option.
PREPAYMENT PENALTY: N/A
METHOD OF
DISBURSEMENTS: Approximately $1,148,364 shall be disbursed tor approved land development and hard
construction costs. The funds under the NRCLOC are subject to the Bank's approval, and will
become available once all of the conditions for the construction loan have been met, including the
receipt of architectural, engineering, and construction plans, approved permits, a final executed GC
Contract showing the final approved budget, final approved condominium documents, and a
satisfactory Plan Review & Cost Analysis report. These funds shall then be disb ed incrementally
in accordance with Intercredit Bank, N.A.'s standard draw schedule and the and conditions
Lender_
Borrower
Entity to Be Determined
Page 3
FIRST DISBURSEMENT:
PROPERTY LNSPECTIONS:
TITLE UPDATES:
TIME FOR COMPLETION
OF CONSTRUCTION:
contained in its standard construction loan agreement. Disbursements will be deposited into an ICB
"Construction" Checking Account to be opened by Borrower prior to closing.
The land development costs and hard construction costs shall be disbursed as work is completed and
as per acceptable documentation provided to Lender. The documentation required shall consist of a
written request from the Borrower(s) for advance; AIA Application for Payment provided by the
Developer/General Contractor, originally signed Lien Waiver and Release of Liens from vendor(s)
or sub-contractor(s) from previous advance, sworn statements, and any other documentation
required by the Bank, the inspectors, and the title company.
Approximately $40,000 shall be disbursed at closing for closing costs from the funds stated above.
Any additional amounts needed to cover the closing costs will be paid from the loan funds.
The first disbursement of development costs shall take place no later than one hundred twenty (120)
days from the date of closing. There will be a maximum of 18 draws, unless extended, for a
maximum of up to 21 draws.
The construction draws will be limited to one per month. Should the first disbursement not be made
within ninety days, the Lender has no obligation to disburse any additional funds.
Prior to each disbursement, Lender will conduct a Property Inspection through a third -party
independent consultant (i.e. engineer, appraiser, etc.), chosen solely by Lender, the cost of which is
to be borne by Applicant(s). The results of each inspection will be used to determine the adequacy
of the disbursement requested. There will be a ten percent (10%) holdback (10% Retainage) on all
hard cost line items that will not be funded until project completion and/or receipt of a final release
of lien for that specific hard cost line item.
Prior to each disbursement, Lender will conduct a Title Update and request a Title Endorsement
to the existing Title policy from a third -party title company, chosen solely by Lender, the cost of
which is to be borne by Applicant(s). The results of each title update will determine if there are any
recorded liens on the subject property that need to be satisfied prior to disbursement to ensure clear
title and the Bank's first mortgage position.
All development & improvements must be completed within 18 months of closing, or up to
21 months, if extension is granted, as evidenced by certification from Lender's consulting engineer
and a certificate of completion, certificate of occupancy, or its equivalent, as applicable, issued from
the governmental agency(s) having jurisdiction. Moreover, all property improvements are to be
completed and all final inspections, certificate of occupancy, "as built" survey and licenses are to
be issued from all pertinent governmental agencies, within the "Construction Period" as defined
herein.
INTEREST RESERVE: Applicant(s) agrees to open an Interest Reserve Account i/n/o Borrowing Entity at ICB prior
to closing. This account shall remain open during the Construction Period of the loan.
CONSTRUCTION
ACCOUNT:
The amount to be deposited from the Borrower's funds at the time of closing is estimated at
$102,146. This account will be debited on a monthly basis to cover the monthly interest payments
due on the outstanding balance under the NRCLOC. Any shortages will be covered by the
Borrower.
Applicant(s) agrees to open a Construction Account i/n/o Borrowing Entity at ICB prior to
closing. This account shall remain open during the Construction Period of the loan. The Borrower(s)
further agrees to authorize the Lender to deposit into this account the loan advance proceeds
disbursed from each draw during the Construction Period. The Applicant(s) further agrees to
deposit on a timely basis fund their share of any increases to be budget on each approved draw.
Once the Lender's share and the Applicant(s) share (if any) of the draw have been deposited into
this account, the Applicant will then be able to issue payments to the developer/general contractor
and subcontractors from this account.
OPERATING ACCOUNTS: Borrowers will be required to maintain its operating accounts for the Property with the Lender for
the entire term of the Loan. All collections and receipts resulting from the operations of the
Lender_
Borrower
Entity to Be Determined
Page 4
borrower shall be deposited into said account. Monthly payments of the Loan will be made from the
Borrowers' deposit account with the Lender.
COMPENSATING Throughout the life of the loan, Borrower shall maintain accounts or related accounts with minimum
BALANCES: average balance equal to no less than 5.00% of the total loan amount to be measured at the end
of each quarter. If this is not maintained, the interest rate on the loan shall increase by 0.25%.
LENDER'S SIGN:
SPECIAL CONDITIONS:
CONSTRUCTION
REQUIREMENTS:
Completion:
Inspections:
Requirements:
Applicant(s) agrees to permit Lender to post Lender's sign on the Subject Property during the term
of the loan. Such sign will indicate that construction financing is being provided by Intercredit Bank,
N.A
a) Standard financial reporting requirements for loan of this type as required in Lender's final approval,
including, but not limited to: (a) annual financial statements of the Borrower, in form acceptable to
the Lender to be delivered 90 days after its fiscal year end and corresponding US Income Tax Return
to be delivered by April 30th of the corresponding year or if not yet available copy of request for
automatic extension; and (b) annual financial statements and tax returns of the Individual guarantors
to be delivered by April 30th of the corresponding year or if not yet available copy of request for
automatic extension.
b) Prior to closing, a current Appraisal of the property prepared by an appraiser acceptable to the
Lender, to be obtained at Borrower's expense and said appraisal report to be reviewed and
acceptable to Lender, in its sole discretion.
c) Prior to closing, a current Environment Report/Phase I of the property prepared by environmental
engineer acceptable to the Lender, to be obtained at Borrower's expense and said environmental
report to be reviewed and acceptable to Lender, in its sole discretion.
d) Prior to closing, a current Construction Costs & Plan. Review and Cost Analysis Report of the
property prepared by a construction consultant acceptable to the Lender, to be obtained at
Borrower's expense and said environmental report to be reviewed and acceptable to Lender, in its
sole discretion.
e) Copy of signed and executed GC Contract showing final construction budget.
f) Copy of GC license and resume.
g) Copies of all approved Architect & En ineerina drawings and plans and approved
construction plans.
All development & improvements must be completed within 18 months of closing, or up to 21
months, if extension is granted, as evidenced by certification from ICB's consulting engineer and a
certificate of completion, certificate of occupancy or its equivalent, as applicable, issued from the
governmental agency(s) having jurisdiction.
Prior to each disbursement, Lender will conduct an inspection through a third -party independent
consultant (i.e. engineer, appraiser, etc.), chosen solely by Lender, the cost of which is to be borne
by Applicant(s). The results or each inspection will be used to determine the adequacy of the
disbursement requested. In addition, title updates will be required with each disbursement request.
1) Executed AIA Construction Management agreement for the scope of work to be performed with
detailed Budget Line Item breakdown.
2) Provide evidence that Builder's Risk and Workmen's Compensation insurance are in effect.
3) Any changes to the plans, specifications or construction contract are to be reviewed and approved
by Lender at its sole discretion.
4) Borrower(s) will be solely responsible for any cost overruns.
5) Construction must meet all local, State and Federal building and zoning regulations and any other
requirements prescribed by law for the proper operation of the business.
6) Proof of initial and subsequent equity contributions will be required.
7) A Qualified, Licensed Contractor to be approved by the Lender, not to be unreasonably withheld.
Len er_
Borrower
Entity to Be Determined
Page 5
OTHER SPECIAL
COr% STRTICT1ON
CONDITIONS: 1) Subject to compliance of Bank's Customer Identification Program by all parties in this
transaction, including Borrower(s), Corporate Guarantor(s), Personal Guarantor(s),
and all Principal(s), acceptable to Lender at its sole discretion.
2) Proof of initial and subsequent equity contributions will be required;
3) Subordination of stockholder/related entity debt;
4) Approval of' subject construction project including final plans and project specifications with
all necessary permits, from pertinent governmental agencies.
5) No other encumbrance shall be allowed on the collateral/Subject Property.
6) Upon commencement of leasing period, the Borrower shall provide quarterly leasing updates
along with any new executed leases.
7) The city will provide an additional $900,000 in funding to be exclusively utilized for hard
construction costs associated with the project.
INSURANCE
REQUIREMENTS:
ESCROWS:
LATE CHARGE:
CLOSING COSTS:
Lender shall require hazard and windstorm insurance coverage for the replacement cost of the
subject property, flood insurance, and liability insurance acceptable to Intercredit Bank, N.A.
Applicant to pay monthly prorations of taxes and insurance. At closing, Applicant will be required
to deposit a sum sufficient so that when said monthly amounts are added thereto, there will be
sufficient funds to pay taxes and insurance on the applicable payment date.
A late charge equal to (5%) of any principal and/or interest installment will be assessed if payment
is not received by the Bank within ten (10) days after such installment is due.
The Applicant shall pay any and all closing costs in connection with the closing of the loan,
including but not limited to, credit report fees, appraisal fee, title search costs, title insurance
premium & endorsements, survey, attomey's fees, documentary and intangible taxes, recording fees,
and filing fees. Bank shall arrange for and have issued in its favor an ALTA mortgagee title
insurance policy to be issued by Lender's approved title agent only.
APPRAISAL FEE:
APPRAISAL REVIEW FEE:
ENVIRONMENTAL REPORT:
PLAN REVIEW & COST ANALYSIS REPORT:
APPLICATION FEE:
TOTAL FEES:
$4,500.00 (Estimate)
$ 700.00 (Estimate)
$2,500.00 (Estimate)
$2,600.00 (Estimate)
$ 500.00
$11,900.00
This letter does not constitute a commitment on the part of Lender to provide financing nor to issue a commitment for the same, but it
is an agreement to review your application for financing on the terms set forth herein subject to, among other things, Lender's review
and approval of the Applicant's information pursuant to its underwriting standards and successful completion of its review of any due
diligence procedures it deems necessary, including but not limited to, appraisal report, and any other credit evaluation process.
In the event that Lender issues a Commitment for Financing upon the foregoing terms, and it is not accepted by the Applicant, or if,
after acceptance of a Commitment by the Applicant, the loan is not consummated by reason of uninsurability of title or the Applicant's
unwillingness to close said loan or for any other cause not the fault of Lender, Applicant agrees to pay all of Lender's out-of-pocket
expenses incurred.
At this time, we ask that you acknowledge your acceptance of the terms and conditions set forth herein by signing in the space provided
below. Please return the original copy of this letter to the undersigned, along with the information requested on the attached "Loan
Processing Document Checklist", and a deposit of $11,000.00. The deposit will be used to cover the cost of the appraisal and appraisal
review, the environmental and construction report fees, and the application fee. Please be advised that the deposit is non-refundable,
but will be applied towards your closing costs upon closing.
Should a favorable credit decision be reached, Lender will issue a Commitment Letter which shall be subject to, among other things, its
review and approval of a satisfactory Appraisal Report, who's review shall be ordered by Lender from one of its approved Appraiser(s)
Reviewer(s), the L'fV requirements stated herein and any other underwriting or closing contingencies as Lender ''=;ems necessary to
comply with its credit policies and procedures
Lend
Borrower
Entity to Be Determined
Page 6
This proposal is not a binding otter and will expire 5 days from the date of this letter. If you do not respond, within the prescribed
timeframe, we shall consider your application to be incomplete, and no further action will be taken on this matter.
We hope that you will accept this letter and we look forward to doing business with you.
Sine
Robert Moreira
Senior Vice President
THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE ACCEPTS THE FOREGOING TERMS AND CONDITIONS OF THIS
LETTER.
AGREED AND ACCEPTED THIS DAY OF
BORROWER(S):
To Be Determined
By:
As Its:
PERSONAL GUARANTOR(S)
2024.
Date
Irving Weisselberger, Individually Date
Lend
Borrower
DocuSign Envelope ID: 0E02C332-2626-4B04-9782-25E7D06B4B6C
PURCHASE AND SALE AGREEMENT
by and between
CASA VALENTINA, INC., a Florida not for profit corporation
as Seller
and
AFFORDABLE DEVCORP, LLC, a Florida limited liability company
as Buyer
May 6th , 2024
DocuSign Envelope ID: 0E02C332-2626-4B04-9782-25E7D06B4B6C
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of this r6thl day of
May, 2024 (the "Effective Date"), by CASA VALENTINA, INC., a Florida Not For Profit Corporation,
whose address is 2103 Coral Way, 2t'd Floor, Miami, Florida 33145 ("Seller"), and AFFORDABLE
DEVCORP, LLC, a Florida limited liability company, and/or it's assigns, whose address is 19 W. Flagler
Street, Suite 1001, Miami, FL 33130 ("Buyer"). Seller and Buyer agree as follows:
RECITALS:
R-1. Seller is the owner certain real property and all improvements located in 3121 Mundy Street, Miami,
Florida 33133 and 3173 Mundy Street, Miami, Florida 33133 and as legally described on the attached
Exhibit A (the "Real Property"), along with certain agreements, covenants, and other related intangible
property as further described herein, and Buyer desires to purchase such real, personal, and intangible property
from Seller.
R-2. Seller and Buyer desire to set forth in this Agreement their respective covenants, conditions and
agreements relating to and governing the purchase and sale of the foregoing property.
R-3. Seller entered into a Community Development Block Grant Agreement with an effective date of
October 1, 2021 (the "CDBG Agreement") with the City of Miami, a municipal corporation of the State of
Florida (the "City") for the project and related work program more particularly described therein (the
"Project"), pursuant to which approximately $440,845.92 have been advanced to Seller (the "CDBG
Advance")
R-4. Seller, as the borrower, received from the City, as the lender, a loan in the original principal amount
of Two Million and 00/100 Dollars (the "ARPA Loan") pursuant to that certain Promissory Note dated of
August 24, 2022 (the "ARPA Note"), secured by that certain Mortgage and Security Agreement dated
September 6, 2022 and recorded on September 7, 2022 in Official Records Book 33372, Page 2286, as
amended and restated by Amended and Restated Mortgage and Security Agreement for Casa Valentina, Inc.
recorded in Official Records Book 33425, Page 3852 of the Public Records of Miami -Dade County (together
the "ARPA Mortgage"), under the terms of the ARPA Loan Agreement (the "ARPA Loan Agreement").
The ARPA Note, ARPA Mortgage, and ARPA Loan Agreement and all other Documents evidencing and/or
securing the ARPA Loan, as amended or modified from time -to time, including the Covenant, the Rent
Regulatory Agreement and the Amendment, as such terms are hereinafter defined, shall hereafter collectively
be referred to as the "ARPA Loan Documents". As of the date hereof, approximately $1,056,833.06 of the
ARPA Loan has been advanced.
R-5. Seller and the City executed a Declaration of Restrictive Covenants for Casa Valentina (the
"Covenant") dated September 6, 2022, and recorded on September 7, 2022 in Official Records Book 33372,
Page 2300, and a Rent Regulatory Agreement recorded in Official Records Book 33372, Page 2307 (the "Rent
Regulatory Agreement"), as amended by Amendment No. 1 to the Casa Valentina Loan Documents recorded
in Official Records Book 33425, Page 3866 (the "Amendment"), all of the Public Records of Miami -Dade
County, pertaining to the Project and the ARPA Loan, and attaching to the Property as further defined below.
R-6. Seller and Buyer desire to set forth in this Agreement for the acquisition, transfer, and/or assignment
to Buyer and Buyer's assumption of: (i) the Real Property, together with all improvements, appurtenances, and
fixtures, (ii) the Covenant, Rent Regulatory Agreement and all easements, rights, other covenants, conditions,
and interests appurtenant to the Real Property; (iii) the ARPA Loan Documents, and all related documents,
approvals, instruments, and rights between the Seller and the City pertaining to the Project; (iv) all Seller's
interest, obligations, and rights under the ARPA Loan Documents; (v) all assignable licenses, approvals,
authorizations, and permits, if any, issued by any State, Federal, or local municipal authorities (the
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"Governmental Authorities") to Seller relating to the use, improvement, development, maintenance, or
operation of the Real Property (collectively, the "Approvals"), all transferable warranties and guaranties
(including under architectural and construction contracts) that Seller has received in connection with any work
or services performed with respect to the Real Property, and all renewals thereof, substitutions therefore, and
additions thereto if any ("Warranties"), and all of Seller's assignable right, title and interest, if any, in and to
any drawings, plans, specifications, surveys and manuals and contracts relating to the Project and/or
construction, maintenance and operation of the Real Property, if any ("Plans"). All of the foregoing described
in subsections (i), (ii), (iii), (iv) and (v) are referred to in this Agreement as the "Property".
R-7. Seller and Buyer desire to set forth in this Agreement for the purchase and sale of the Property.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing, of the covenants, promises and undertakings
set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer covenant and agree as follows:
1. Sale of Property. Subject to the terms and conditions of this Agreement, Seller shall sell and
convey to Buyer, and Buyer shall purchase from and pay Seller for, the Property
2. Purchase Price; Escrow Deposit. Buyer shall pay to Seller as the purchase price for the
Property the sum of one dollar and 00/100 Dollars ($1.00) (the "Purchase Price"), payable in certified funds
or by wire transfer to an account designated by Seller at Closing (defined below). Within one (1) business day
following the Effective Date, Buyer shall deposit the sum of seven thousand five -hundred and no/100 dollars
($7,500) (the "Deposit") with Shutts & Bowen LLP (the "Escrow Agent"). The Deposit shall be held and
disbursed by Escrow Agent in accordance with the terms and conditions of this Agreement.
3. Closing. The consummation of the sale and purchase of the Property (the "Closing") shall take
place on a date and time agreeable to Buyer and Seller (the "Closing Date"), within ten (10) business days
following the later of (i) expiration of the Inspection Period, as extended (defined below), and (ii) satisfaction
of the Closing Conditions (as defined below); provided, however, in no event shall Closing occur later than
one hundred and eighty (180) days after the Effective Date (the "Outside Closing Date"). At the Closing,
Seller shall convey marketable title to the Property by special warranty deed, free from all liens, encumbrances
and restrictions, subject, however, to any Permitted Exceptions (defined below in Section 7), including the
terms and conditions of the ARPA Loan Documents.
4. Delivery of Documents. Within five (5) days after the Effective Date, Seller shall deliver to
Buyer for Buyer's review copies of any of the following to the extent that same are within the Seller's
possession or control: title insurance policies, surveys, inspection reports, governmental approvals, and
environmental assessments.
5. Survey. Buyer, at Buyer's expense, may order a new ALTA land title survey of the Property
(the "Survey").
6. Title Insurance. Buyer shall obtain a commitment (the "Title Commitment") to issue a
standard owner's policy of title insurance from such title company as selected by the Buyer (the "Title
Company"), without standard exceptions (except that Seller shall have no obligation to remove the survey
exception unless Buyer obtains the Survey acceptable to the Title Company), issued by the Title Company for
the Property in the amount of the Purchase Price, effective as of the Closing Date. Buyer shall order the Title
Commitment and obtain copies of the related exceptions from the Title Company. Buyer shall have fifteen (15)
days after receipt of both (a) the Title Commitment and all supporting documents, and (b) the Survey (but only
if Buyer orders the Survey within ten (10) days following the Effective Date), to notify Seller in writing of any
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objectionable title exceptions or survey defects; provided, however, that Buyer's shall object to any Defect
(defined below) to the Title Commitment or the Survey within thirty (30) days following the Effective Date.
If the Title Commitment or the Survey discloses any matters affecting the Property that is unacceptable to
Buyer (the "Defect"), Buyer shall notify Seller, and Seller shall have ten (10) days to cure or to commit to cure
on or prior to Closing the Defect ("Seller's Cure Period"). If Seller does not cure or fails to confirm in writing
it will cure any Defects within Seller's Cure Period, then Buyer, in its discretion, may either: (i) waive the
Defect and proceed with Closing without adjustment to the Purchase Price; or (ii) terminate this Agreement by
written notice to Seller. Buyer shall notify Seller of Buyer's election under clause (i) or (ii) within five (5)
days after the expiration of Seller's Cure Period. If Buyer fails to notify Seller of its election, the parties shall
proceed under clause (i).
The conveyance shall be subject to (i) current taxes not yet due and payable, (ii) local, state and federal
laws, ordinances or governmental regulations, including but not limited to, building and zoning laws,
ordinances and regulations now or hereinafter in effect regulating the Property, (iii) any standard, preprinted
conditions or exceptions to the title policy required by the Title Company; (iv) any matters that Buyer has
approved or waived pursuant to this section; (v) the Covenant; (vi) the ARPA Mortgage; and (vii) any matters
shown on the survey, unless Buyer obtains the Survey acceptable to the Title Company, and any matters created
by Buyer, Buyer's agents, employees, or representatives (collectively, the "Permitted Exceptions" and each
a "Permitted Exception" as the context requires). Notwithstanding the foregoing, in all cases, Seller shall be
required to discharge on or before Closing all mortgage liens, and construction liens caused by Seller upon the
Property that may be discharged by the payment of an ascertainable, fixed sum of money other than the ARPA
Mortgage (the "Mandatory Cure Items"). It is acknowledged and agreed that Seller shall have no obligation
to cure any Defect other than the Mandatory Cure Items.
7. Inspections.
(a) Buyer shall have the period between the Effective Date and ninety (90) days after the
Effective Date (as the same may be extended pursuant to this Section, the "Inspection Period") within which
to complete all inspections and investigations of the Property as Buyer deems reasonable or necessary to
determine whether the Property will be suitable, in Buyer's sole judgment, for Buyer's acquisition (the
"Inspections"). The Inspections may include a structural inspection of any buildings, a review of any asbestos -
containing materials, an inspection of the well and/or septic system (if any), a Phase I environmental site
assessment (the "Phase I"), and, if recommended by Buyer's Phase I of the Property, a Phase II environmental
site assessment (the "Phase II"), which may include soil borings and test wells, the scope of which shall be
satisfactory to Seller in Seller's sole and absolute discretion. During the Inspection Period, Seller shall afford
Buyer and Buyer's representatives (including employees, engineers, consultants, contractors, and other agents)
reasonable access to the Property to conduct the Inspections. During the Due Diligence Period, the Buyer shall
have the right to communicate with the zoning, planning, and building depai tiiients within the City and/or
Governmental Authorities that have jurisdiction over the Property. After execution of this Agreement, Seller
will reasonably cooperate with Buyer and execute all site plans, zoning, and related applications in connection
with Buyer's pursuit of approval with the City and/or Governmental Authorities (the "Applications"). Seller
nor any person acting under the direction or control of Seller or its affiliates, officers, manager, employees, or
agents shall attempt to or actually transact in any way to interfere with Buyer's efforts to re -zone the property,
seek approvals or waivers necessary to develop the Property, or perform other actions pertaining to the
Property; provided, however, in no event shall the action included in any Application become binding on Seller
or the Property prior to Closing.
(b) Buyer indemnifies, defends, and holds Seller and its members, officers, directors,
shareholders, principals, agents, representatives, attorneys, and employees harmless against any and all claims,
actions, suits, demands, losses, liabilities, damages, costs, and/or expenses (including, without limitation,
reasonable attorneys' fees and costs, including those incurred in dispute resolution or appellate proceedings)
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on account of any act, omission, or negligence by Buyer or Buyer's contractors, consultants, employees, and
agents in connection with the Property inspections. Buyer shall also indemnify Seller for liens which may be
filed against the Property by persons or entities employed or contracted by Buyer to perform inspections of the
Property. Purchaser shall cause to be repaired any physical damage to the Property caused by such inspection
activities and to repair and restore the Property to the condition in which the same was found before any such
inspection or tests were undertaken. Buyer shall, at its sole expense, procure and maintain throughout the term
of this Agreement commercial general liability insurance, on an occurrence basis, against claims for bodily
injury, death or property damage occurring in, on or about the Property, in an amount of at least $1,000,000.00
for each occurrence and $2,000,000.00 in the general aggregate. The liability policy shall name Seller as
additional insured. The policy shall be issued by an insurance company authorized to do business in Florida,
and rated A-, VIII by AM Best. Buyer shall deliver to Seller a certificate evidencing such insurance prior to
entry upon the Property by Buyer or any of its representatives, agents and/or contractors. The provisions of
this Section 7(b) shall survive the termination of this Agreement.
8. Buyers Contingencies. Buyer's obligation to purchase the Property is subject to the
satisfaction of the following conditions described in this Section (the "Buyer's Contingencies"), of which are
for the benefit of Buyer, and Buyer may waive in writing any of the Buyer's Contingencies:
(a) Buyer obtains the termination and complete release of the CDBG Agreement from the
City, upon terms, conditions and costs acceptable to Seller.
(b) The amending and assignment of the ARPA Loan Documents, with revised terms and
conditions agreeable to Buyer at its reasonable discretion, by the City.
(c) From and after the Effective Date, Seller shall, at no cost, expense or liability to Seller
or the Property, reasonably cooperate with and help coordinate Buyer's efforts to obtain the necessary
assignment of the ARPA Loan Documents to Buyer and assumption by Buyer of same (the "ARPA
Assignment and Assumption"); provided that all such efforts to obtain the ARPA Assignment and
Assumption and the CDBG Agreement termination shall be at the sole cost and expense of Buyer.
(d) The City shall have consented to and amended the applicable ARPA Documents such
that the number of affordable units required for the Project has been reduced from fifty (50) units to eight (8)
units, in the form of two (2) fourplex buildings.
(e) The City shall have consented by written approval of the changing the Project sponsor
from a non-profit in need of a development partner to the Buyer, as a for -profit developer.
(f) Amendment of any applicable deadlines in the ARPA Documents by the City such
that Buyer will not be in default of any deadlines, all continue in full force and effect, and same are otherwise
extended to Buyer's sole satisfaction.
(g) The issuing of estoppel(s) by the City confirming the amount of funds drawn and/or
expended by the Seller under the ARPA Loan Documents and the CDBG Agreement, and the amount of funds
available under the ARPA Loan Documents;
(h) The City shall issue final approval to fund D2 general bond financing for the purpose
of refinancing the CDBG Advance.
(i) Buyer obtains written consent from the City for Buyer to assume the ARPA Loan
Documents. Buyer will use commercially reasonable efforts to satisfy the requirements of the City associated
with said loan assumption.
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(j) Seller has paid or discharged all Mandatory Cure Items and shall have furnished proof
of payment or discharge to Buyer.
(k) Seller is not in material default of this Agreement beyond the expiration of all
applicable notice and cure periods.
(1) All representations and warranties of Seller set forth herein are true and correct in all
material respects.
If any of the Buyer's Contingencies are not satisfied to Buyer's satisfaction in its sole discretion by the Outside
Closing Date, Buyer may either terminate this Agreement by written notice to Seller sent prior to the Closing
or waive the contingency and close "as -is" without reduction in the Purchase Price. If Buyer terminates the
Agreement because of the failure of any of the Buyer's Contingencies, Seller and Buyer shall have no further
obligation or liability to Seller under this Agreement (except those that expressly survive such termination of
the Agreement). Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to
proceed with the Closing until the Buyer Contingencies have been satisfied or waived in writing by Buyer, and
for any contingency that requires the execution and delivery of a document, agreement, and/or other
instrument, same has been fully approved, executed and delivered to the Title Company such that Buyer shall
be provided not less than three (3) business days after satisfaction of the Buyer's Contingencies in order to
close, other than any signatures of the City which may be delivered on the Closing Date. Notwithstanding
anything contained herein to the contrary, other than with respect to Subsections 8(k) and (1), the failure of any
Buyer's Contingencies shall not constitute or be deemed a default by Seller.
9. Seller's Contingencies. Seller's obligation to purchase the Property is subject to the
satisfaction of the conditions described in this Section (the "Seller's Contingencies"):
(a) The City's approval of the ARPA Loan Assignment and Assumption, which shall
include the unconditional release of Seller from any and all obligations under the ARPA Loan Documents.
(b) The City's unconditional termination of the CDBG Agreement and release of Seller
with respect thereto.
(c) Buyer is not in material default of this Agreement beyond the expiration of all
applicable notice and cure periods.
(d) All representations and warranties of Buyer set forth herein are true and correct in all
material respects.
If any of the Seller's Contingencies are not satisfied to Seller's satisfaction in its sole and absolute discretion
by the Outside Closing Date, Seller may either terminate this Agreement by written notice to Buyer sent prior
to Closing or waive the Seller's Contingencies and proceed to Closing. If Seller terminates this Agreement
because of the failure of any Seller's Contingencies, Seller shall have no further obligation to Buyer under this
Agreement (except those that expressly survive such termination).
10. Taxes and Special Assessments; Utilities.
(a) Seller shall pay all taxes and special assessments due on the Property through the
Closing Date. Real property taxes first billed (or to be billed) in the calendar year in which the Closing Date
occurs shall be prorated on a calendar year basis, with Seller being responsible for the period from January 1
through the Closing Date and Buyer responsible for the remainder. For any real property taxes not yet billed,
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the proration shall be based on the most recent taxable value and millage information. All special assessments,
if any, which are due and payable on or before the Closing Date will be paid by the Seller and Buyer agrees to
pay any installments due after the Closing Date or any additional special assessments which become due after
the Closing Date.
(b) Seller shall pay the cost of all utilities and service charges, including water and sewer
charges, which are due and payable through and including the Closing Date. Buyer shall pay the cost of all
utilities and service charges, including water and sewer charges, which are due and payable after the Closing
Date. Buyer shall be responsible for transferring all utilities into Buyer's name, to be effective immediately on
the Closing Date.
11. Possession. Seller shall deliver exclusive possession of the Property to Buyer upon completion
of the Closing.
12. Seller's Representations and Warranties. Seller makes the following representations and
warranties, which representations and warranties are true and correct as of the Effective Date and shall be
recertified as true and correct in all material respects as of the Closing Date:
(a) Authority. Seller has full power and authority to enter into this Agreement and other
related documents and to consummate the transactions contemplated by this Agreement. Seller has duly
executed and delivered this Agreement as its lawful, valid, and legally binding obligation, and this Agreement
is enforceable in accordance with its terms. Seller is not a party to any contract, settlement, judicial order, or
other agreement of any kind that would prohibit or otherwise restrict the ability of Seller to sell the Property
to Buyer pursuant to this Agreement.
(b) Title to Property. Seller owns fee title to the Property and, on the Closing Date, shall
deliver good and marketable title to the Property pursuant to the terms of this Agreement and subject to the
Permitted Exceptions.
(c) Exclusive Arrangement. Seller has not made any agreement to sell any of the Property
to any person other than Buyer. Seller has not given to any person an option to purchase the Property which
is enforceable or exercisable now or at any time in the future.
(d) Compliance with Laws. Seller has not received written notice of any violation of any
federal, state, or local statute, law, ordinance, regulation, order, or ruling affecting the Property, which has not
been cured.
(e) No Litigation. Seller has no actual knowledge of claims, litigation or proceedings
pending, or threatened against Seller or the Property, which if adversely determined would affect the Seller's
ability to perform its obligations under this Agreement.
(f) Service Contracts. There are no service contracts or other agreements for supplying
labor or services to the Property that Seller cannot terminate without liability as of the Closing Date.
(g) No Improvements. No improvements, repairs or construction have been made by
Seller on the Property within ninety (90) days prior to the Effective Date of this Agreement, or Seller shall
provide evidence to Buyer that all such work has been paid for prior to the Closing.
(h) Leases. There are no leases or other occupancy or license agreements entered into by
Seller encumbering the Property.
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These representations and warranties set forth in this Section shall survive the Closing for a period of
six (6) months (the "Survival Period") provided that Buyer must give Seller written notice of any claim it
may have against Seller for a breach of any such representation or warranty, within the Survival Period. Any
claim which Buyer may have at any time, whether known or unknown, which is not asserted within such
Survival Period shall not be valid or effective, and Seller shall have no liability with respect thereto. Seller
shall indemnify and defend Buyer and its affiliates against, and shall hold each of them harmless from and
against, any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties,
fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, incurred or sustained by, or
imposed upon, Buyer based upon, arising out of, or with respect to: (i) any inaccuracy in or breach in any
material respect of any of the representations or warranties of Seller contained in this Agreement; and (ii) any
breach or non -fulfillment of any material covenant, agreement, or obligation to be performed by Seller pursuant
to this Agreement or any schedule, certificate, or exhibit related thereto. The rights and remedies provided in
this Section are cumulative and are in addition to and not in substitution for any other rights and remedies
available at law or in equity or otherwise.
13. Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows:
(a) Buyer is duly formed, validly existing and in good standing under the laws of the State
of Florida, is authorized to consummate the transaction set forth herein and fulfill all of its obligations
hereunder and under all closing documents to be executed by Buyer, and has all necessary power to execute
and deliver this Agreement and all closing documents to be executed by Buyer, and to perform all of Buyer's
obligations hereunder and thereunder. This Agreement and all closing documents to be executed by Buyer
have been duly authorized by all requisite corporate or other required action on the part of Buyer and are the
valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither
the execution and delivery of this Agreement and all closing documents to be executed by Buyer, nor the
performance of the obligations of Buyer hereunder or thereunder will result in the violation of any law or any
provision of the organizational documents of Buyer or will conflict with any order or decree of any court or
governmental instrumentality of any nature by which Buyer is bound.
(b) No petition has been filed by or against Buyer under the Federal Bankruptcy Code or
any similar State or Federal Law. To Buyer's actual knowledge, there are no attachments, executions, or
assignment for the benefit of creditors or voluntary proceedings in bankruptcy or under any other debtor relief
laws contemplated by or pending or threatened by or against Buyer.
(c) There is no pending or, to Buyer's knowledge, threatened action, suit, arbitration,
claim or proceeding against Buyer or any of its principals that could adversely affect its ability to perform its
obligations under this Agreement and consummate the purchase of the Property pursuant hereto.
(d) Neither Buyer nor, to Buyer's actual knowledge, its affiliates, is in violation of any
laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and
Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism) (the "Executive Order") (collectively, the "Anti-Monev
Laundering and Anti -Terrorism Laws"). Neither Buyer nor, to Buyer's actual knowledge, its affiliates, is
acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including
those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists
maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State,
or other U.S. government agencies, all as may be amended from time to time. Neither Buyer nor, to Buyer's
actual knowledge, its affiliates or, without inquiry, any of its brokers or other agents, in any capacity in
connection with the sale of the Property (A) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any person included in the lists referenced
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above, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in any Anti -Money Laundering and Anti -Terrorism Laws. Neither Buyer, nor any person controlling or
controlled by Buyer, is a country, territory, individual or entity named on a Government List, and the monies
used in connection with this Agreement and amounts committed with respect thereto, were not and are not
derived from any activities that contravene any applicable anti -money laundering or anti -bribery laws and
regulations (including funds being derived from any person, entity, country or territory on a Government List
or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).
(e) Neither Buyer nor any holder of a Controlling Interest in Buyer is a Foreign Principal,
as such terms are defined in the Florida Conveyances to Foreign Entities Act (the "Act"), and Buyer is in
compliance with the Act. At Closing, Buyer will deliver to Seller and the Title Company, an affidavit
confirming the foregoing in form and content satisfactory to Seller and the Title Company.
(f) Buyer's representations and warranties in this Section shall survive this Agreement
for a period of six (6) months after the Closing.
14. Interim Operating Covenants. Seller covenants to Buyer that Seller shall undertake the
following between the Effective Date and Closing:
(a) Maintenance. Seller shall continue to manage and maintain the Property in the
ordinary course but shall not cause any construction or modifications of the Property or material delivered
thereto, other than any emergency repairs which in Seller's judgment may be required.
(b) Leases. Seller shall not enter into any leases encumbering the Property without
Buyer's prior written consent.
(c) Compliance with Governmental Regulations. Seller shall not take any action that
would result in a failure to comply in all material respects with any governmental regulations applicable to the
Property.
(d) Service Contracts. Seller shall not enter into any service contracts affecting the
Property that cannot be terminated as of the Closing Date without liability without Buyer's prior written
consent.
(e) Notices. Seller shall promptly deliver to Buyer copies of written default notices,
notices of lawsuits, and notices of violations affecting the Property and/or Project Documents received by
Seller.
(f) Back-up Contracts. Until the earlier of Closing or the termination of this Agreement,
and so long the Buyer is not in default under this Agreement beyond applicable periods of notice and cure:
(i) Seller shall cause any listings of the Property on listing services to show that the Property is under contract;
and (ii) Seller may accept back-up offers for the Property from other prospective buyers, provided any back-
up contracts shall expressly prohibit the buyer thereunder from contacting the City regarding the Property so
long as this Agreement remains in effect.
15. Default.
(a) In the event that Buyer defaults in any of its material obligations undertaken in this
Agreement and fails to cure the default within fifteen (15) days after written notice of the default (the "Default
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Cure Period"), Seller shall be entitled to declare this Agreement to be terminated as Seller's sole remedy;
provided, however, nothing contained herein shall limit or restrict the right of Seller to enforce any provision
of this Agreement that by its terms, survives the termination of this Agreement. Notwithstanding, the Default
Cure Period shall be five (5) business days after written notice of the default if Buyer's default is the failure to
close on the Closing Date. Upon such termination, neither Buyer nor Seller shall have any further rights,
obligations, or liabilities hereunder, except as otherwise provided herein.
(b) If Seller shall default in any of its material obligations hereunder and Seller fails to
cure the default within fifteen (15) days after written notice of the default, Buyer may seek specific
performance, as Buyer's exclusive remedy. Buyer's exercise of specific performance must be initiated within
ninety (90) days of Seller default.
(c) If either party commences a lawsuit with regard to this Agreement, the prevailing
party shall be entitled to recover from the other party all reasonable attorneys' fees and costs incurred in
connection with prosecuting or defending the lawsuit.
16. Costs of Closing.
(a) Buyer shall pay (i) all transfer taxes (including documentary stamp tax and surtax) in
connection with recording the Deed, (ii) the Title Company's closing fee in connection with this transaction,
(iii) all recording costs for recordation of the Deed; (iv) the premium for the title insurance policy; (v) the cost
of Buyer's inspections and investigations related to the Property. Except as set forth in Section below, the
fees and expenses of Seller's designated representatives and attorneys shall be paid by Seller, and the fees and
expenses of Buyer's designated representatives and attorneys shall be paid by Buyer.
(b) To the extent possible, expenses relating to the Property and allocable to the period
prior to Closing shall be paid by Seller before Closing. However, Seller and Buyer acknowledge that all of the
final invoices for expenses and utilities for which Seller is responsible may not have been paid at or prior to
Closing. Any expenses allocable to the period prior to Closing, but not paid by Seller before Closing, shall be
paid by Seller thereafter or adjusted between Buyer and Seller immediately after the same have been
determined. To the extent that Buyer receives an invoice after Closing for an expense for which Seller should
be responsible, Buyer shall submit a copy of such invoice to Seller. Within fifteen (15) business days of its
receipt of same, Seller shall pay any invoices for periods prior to Closing. If a portion of the invoice relates to
a period after Closing, then Seller shall pay to Buyer the portion of the invoice that relates to the period prior
to Closing. To the extent that Seller receives an invoice after Closing for an expense for which Buyer should
be responsible, Seller shall submit a copy of such invoice to Buyer. Within fifteen (15) business days of its
receipt of same, Buyer shall pay any such invoices for periods after the Closing.
(c) No later than 180 days after Closing, Buyer and Seller shall perform a reconciliation
to accurately allocate between the parties all income and expenses collected or paid after Closing.
(d) Buyer agrees to pay up to $7,500.00 of Seller's legal fees in connection with the
negotiation of this Agreement and the Closing of the transaction contemplated hereby. The Deposit shall serve
as security for Buyer's obligations under this Section 16(d). At the earlier of the termination of this Agreement
or Closing, Seller shall provide Buyer with reasonable evidence of its legal fees incurred through such date in
connection with this Agreement, and Escrow Agent shall be authorized to disburse such amount to Seller's
counsel. If Seller's counsel's fees are less than $7,500.00, the excess shall be promptly returned to Buyer.
(e) The provision of this section shall survive the Closing.
17. Seller's Closing Obligations.
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At the Closing, Seller shall deliver the following documents to Buyer:
(a) The special warranty deed for the Property (the "Deed");
(b) Any affidavit required by the Title Company and reasonably acceptable to Seller to
delete the standard exceptions (other than the survey exception);
(c) Documents necessary to satisfy those requirements set forth at Schedule B — Section 1
of the Title Commitment to the extent Seller has agreed in writing to provide same within the Seller Cure
Period;
(d) Such, approvals, and/or other instruments duly executed and delivered by Seller in
order to satisfy all of the Buyer's Contingencies as reasonably requested by the Buyer, the City, and/or Title
Company;
(e)
(f)
(g)
A closing statement reasonably acceptable to Seller;
A recertification of Seller's Representations and Warranties;
The ARPA Assignment and Assumption; and
(h) Any other documents reasonably requested by Buyer, and/or Title Company to carry
out the intentions of this Agreement that are standard for transactions of this type.
18. Buyer's Closing Obligations.
At the Closing, Buyer shall deliver the following to Seller:
(a) The Purchase Price;
(b) A closing statement;
(c) A recertification of Buyer's Representations and Warranties;
The affidavit required by Section 13(e) hereof;
The ARPA Assignment and Assumption; and
Any other documents which require Buyer's co -signature or reasonably requested by
the Title Company to carry out the intentions of this Agreement.
19. Binding Nature and Final Agreement. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their successors and permitted assigns. This Agreement set forth the entire
agreement between the parties and neither may be amended except in writing signed by both parties.
20. Construction. This Agreement shall be governed by and construed according to the laws of
the State of Florida. Seller and Buyer and their legal counsel have reviewed this Agreement and have had equal
opportunity for input into this Agreement. Both parties shall be construed to be the drafter or primary drafter
of this Agreement, and in the event of any dispute regarding the construction of this Agreement or any of its
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provisions, ambiguities or questions of interpretation shall not be construed more in favor of one party than
the other.
21. Notices. Any notice, request, demand, instruction or other communication to be given to either
party hereunder, except where required to be delivered at the Closing, shall be in writing and shall be hand
delivered or sent by Federal Express or a comparable overnight mail service, mailed U.S. registered or certified
mail, return receipt requested, postage prepaid, or by electronic transmission such as email, to Buyer and/or
Seller, at their respective addresses set forth herein. Notice shall be deemed to have been given upon receipt
or refusal of delivery of said notice. Notices provided by electronic transmission (with proof of receipt) shall
be deemed delivered upon actual receipt. The addresses and contact information for the purpose of this
paragraph may be changed by giving written notice. Unless and until such written notice is received, the last
addressee and address stated herein shall be deemed to continue in effect for all purposes hereunder. All
notices given or received by a party's attorney shall be deemed given or received by such party.
22. Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all
things necessary, proper or advisable to carry out the intent and purposes of this Agreement.
23. Waiver. No term, condition, covenant, or provision contained in this Agreement may be
waived, except in writing, signed by the waiving party; no oral statements, course of conduct or course of
dealings shall be deemed a waiver. No waiver by any party of any violation or breach of this Agreement shall
be deemed or construed to constitute a waiver of any other violation or breach, or as a continuing waiver of
any violation or breach.
24. Counterparts. This Agreement may be executed in one or more emailed electronic "PDF"
documents or other counterparts. Each counterpart shall be deemed an original but all counterparts shall
constitute a single instrument.
25. No Representations or Warranties. Except as expressly set forth in this Agreement, the
Property is being sold in an "AS IS, WHERE IS" condition and "WITH ALL FAULTS" as of the Effective
Date and as of Closing. Except as expressly set forth in this Agreement, no representations or warranties,
expressed or implied, have been made or are made and no responsibility has been or is assumed by any Seller
or by any member, officer, director, person, firm, agent, attorney or representative acting or purporting to act
on behalf of such Seller as to (i) the condition or state of repair of the Property; (ii) the value, expense of
operation, or income potential of the Property; or (iii) any other fact or condition which has or might affect the
Property or the condition, state of repair, compliance, value, expense of operation or income potential of the
Property or any portion thereof, and Seller does hereby disclaim any and all warranties of merchantability,
habitability and fitness that may be due from Seller to Buyer. The provisions of this Section 25 shall survive
Closing. The parties agree that all understandings and agreements heretofore made between them or their
respective agents or representatives are merged in this Agreement, which alone fully and completely express
their agreement, and that this Agreement has been entered into after full investigation, or with the parties
satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or
representation by the other unless such statement or representation is specifically embodied in this Agreement.
26. Assignment. Buyer may not assign its rights and obligations under this Agreement without the
consent of Seller, provided that, Buyer may assign its rights and obligations under this Agreement to an
affiliated Buyer entity or entity controlled by Buyer on the condition that: (i) Buyer shall have given Seller
written notice of the assignment and the identity of the assignee at least five (5) business days prior to Closing;
(ii) such assignee shall have assumed Buyer's obligations hereunder by a written instrument of assumption in
form and substance reasonably satisfactory to Seller; and (iii) such assignee has been approved by the City to
assume the ARPA Loan Documents pursuant to the ARPA Assignment and Assumption.
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27. Jury Waiver. BUYER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH
THIS AGREEMENT, THE DOCUMENTS DELIVERED BY BUYER AT CLOSING OR SELLER AT
CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF ANY PARTY ARISING OUT OF OR
RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND
ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY
INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL
INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE
DOCUMENTS DELIVERED BY BUYER AT CLOSING AND SHALL SURVIVE THE CLOSING OR
TERMINATION OF THIS AGREEMENT.
28. Computation of Time. The time in which any act under this Agreement is to be done shall be
computed by excluding the first day and including the last day. If the last day of any time period stated herein
shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so
that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday. Unless preceded
by the word "business," the word "day" shall mean a calendar day. The phrase "business day" or "business
days" shall mean those days on which national banks in the county in which the Property is located are open
for business.
29. Notice Regarding Radon Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be obtained from your county public
health unit.
30. Third Party Reports. In the event this Agreement is terminated for any reason, Buyer agrees,
promptly after such termination, to deliver a copy of each third -party report, study, survey, site plan, drawings
or other document concerning the Property to Seller, which obligation shall survive termination of this
Agreement.
31. Escrow Agent. The payment of the Deposit to the Escrow Agent is for the accommodation of
the parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this
Agreement. The parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow
Agent, in the event this Agreement or the Deposit becomes involved in litigation, to deposit the Deposit with
the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved
and discharged of any further responsibility under this Agreement Contract. The undersigned also authorize
the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent
jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be
fully relieved and discharged of any further responsibility hereunder. Buyer consents to Shutts & Bowen LLP
acting as Escrow Agent, and as counsel for Seller in connection with the negotiation and closing of this
Agreement and in connection with any litigation arising out of this Agreement or concerning the Property. The
Escrow Agent shall not be liable for any mistake of fact or error of judgment or any acts or omissions of any
kind unless caused by its willful misconduct or gross negligence. The Escrow Agent shall be entitled to rely
on any instrument or signature believed by it to be genuine and may assume that any person purporting to give
any writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party
on whose behalf such writing, notice, or instruction is given. The parties will, and hereby agree to, jointly and
severally, indemnify the Escrow Agent for and hold it harmless against any loss, liability, or expense incurred
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without gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in connection
with the acceptance of, or the performance of its duties under, this Agreement, as well as the costs and expenses
of defending against any claim or liability arising under this Agreement. This provision shall survive the
Closing or termination of this Agreement.
32. Brokers. Each party represents to the other that no broker has been involved in this
transaction. It is agreed that if any claims for brokerage commissions or fees are ever made against Seller or
Buyer in connection with this transaction, all such claims shall be handled and paid by the party whose actions
or alleged commitments form the basis of such claim. It is further agreed that each party agrees to indemnify
and hold harmless the other from and against any and all such claims or demands with respect to any brokerage
fees or agents' commissions or other compensation asserted by any person, firm, or corporation in connection
with this Agreement or the transactions contemplated hereby.
33. Governing Law; Venue. This Contract shall be interpreted in accordance with the internal
laws of the State of Florida, both substantive and remedial. Venue for any litigation hereunder shall be in
Miami -Dade County, Florida.
34. No Recordation. Buyer shall neither record this Agreement nor any notice or memorandum
thereof, and any such recording shall constitute a material default hereunder by Buyer and shall be void and of
no force or effect. Buyer agrees (a) not to file any notice of pendency or other instrument or judgment against
the Property or any portion thereof in connection herewith, except in connection with an action by Buyer for
specific performance by Seller pursuant to the provisions of this Agreement, and (b) to indemnify, defend, and
hold harmless Seller from and against all costs, expenses and damages, including without limitation, reasonable
attorneys' fees and disbursements incurred by Seller by reason of the filing by Buyer of such notice of
pendency or other instrument except as provided in clause (a). The provisions of this Section shall survive the
Closing or the earlier termination of this Agreement without time limitation.
35. Time of the Essence. Time is of the essence in the performance of all obligations by Buyer
and Seller under this Agreement.
[Signature page follows]
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SIGNATURE PAGE TO AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of the date first set
forth above.
BUYER:
AFFORDABLE DEVCORP, LLC, a Florida limited
liability company
DocuSigned by:
Ukisstlietive
By: 32e e
Irving weisselberger
Name:
Title: consultant
SELLER:
CASA VALENTINA, INC., a Florida not for profit
corpoat3,on
By:
Nameshprpnl pnnor
Title: BoardChair
[EXHIBITS TO FOLLOW]
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EXHIBIT A
(Legal Description of Property)
Legal Description of 3121 Mundv Street Miami. FL 33133:
Lot 12, of CHARLES M. MUNDY SUBDIVISJON, according to the Plat thereof, as
recorded in Plat Book 15, at Page 29, of the Public Records of Miami -Dade County, Florida.
Legal Description of 3173 Mundv Street. Miami. Florida 33133:
Lot 5, of Charles M. Mundy, a subdivision, according to the Plat thereof, as recorded in
Plat Book 15, Page 29, of the Public Records of Miami -Dade County, Florida.
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8/27/24, 8:35 AM
Detail by Entity Name
DIVISION OF CORPORATIONS
ip
5 rr1 f 4;.;.01"g J r 1' ID i\f
�.� ur► uJjlriu! 3dure £f Fls+r/slu webs'is
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Florida Limited Liability Company
DFI MUNDY LLC
Filing Information
Document Number L24000328481
FEI/EIN Number NONE
Date Filed 07/29/2024
State FL
Status ACTIVE
Principal Address
19 W FLAGLER ST, SUITE 1001
MIAMI, FL 33130
Mailing Address
19 W FLAGLER ST, SUITE 1001
MIAMI, FL 33130
Registered Agent Name & Address
EVAN R. MARBIN &ASSOCIATES, P.A.
19790 W DIXIE HWY PH 3
MIAMI, FL 33180
Authorized Person(s) Detail
Name & Address
Title MGR
DRAGONFLY INVESTMENTS LLC
19 W FLAGLER ST, AVE 1001
MIAMI, FL 33130
Annual Reports
No Annual Reports Filed
Document Images
07/29/2024 -- Florida Limited Liability View image in PDF format
https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=DFIMUND... 1/2
8/27/24, 8:35 AM Detail by Entity Name
Florida Department of State, Division of Corporations
https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=DF1 MU N D... 2/2
TO:
FROM
Members of the Housing and
Commercial Loan Committee
O6 ,„ t ensah; ir4ctor
I epar': 'i`' Co munity & Economic Developrn#41
aN4eS
crr/ OF MIAMI, FLORIDA
INTER -OFFICE MEMO1AN LIM
DATE:
SUBJECT
BORRO DER:
Casa Valentina Inc, is a Florida Not For Profit Organization that was established hi April 2006. Casa
Valentines mission has been to provide at -risk and former youth between the ages of 18 and 24 with
safe and affordable housing, life skills training, and continued support so that they can achieve and
maintain self-sufficiency. The program -the only one of its kind in Miami -provides homeless high
school and college students with safe and affordable housing, life skills preparation and employment
assistance during a two-year period of occupancy. In pursuit of its mission, Casa Valentina has
acquired, leased, and operated several properties in the City of Miami since its founding 16 years ago.
Casa Valentina also collaborated with Camillus House and OUR Kids Inc. to begin serving young men
who had aged out of foster care,
enrt,as URFi;
January 26, 2022
Casa Valentina Inc:
Casa Valentina
FELL -:
PROJECT
Applicant currently owns properties at 3129, 3133, 3135, 3145, 3147 and 3153 Mundy Street,
Miami, Florida 33133, where Casa Valentina currently provides safe and affordable housing
for at -risk and former foster youth between the ages of 18 and 24. Casa Valentina would like
to acquire 3633 Day Ave which lies on an intersecting street near Casa Valentina's owned
properties. Acquisition of the property will allow the entity to develop one hundred (100)
apartment units with the standard size of 365 sq. ft. and 455 sq. ft. ADA compliance units for
low- income individuals at or below at 80% of AMI. The project will have co.rrumunity room,
communal kitchen, patio, basketball court, playground, roof garden, social balconies, fourteen
(14) parking spaces.
Following acquisition of the property, Casa Valentina will partner with the experienced
affordable housing developer. Casa Valentina has already been in discussions with reputable
housing developers, including Related Urban Development Group and Carrfour Supportive
Housing, Inc., a Florida Not For Profit Corporation.
Casa Valentina has partnered with Professor Jaime Canaves, FAIA, an experienced and well -
respected local architect and professor at Florida International University. Professor Canaves
together with his team of talented architectural students will design all aspects of the Project
on a pro bono basis.
CASA VALENTINA, INC 2 January 26, 2022
CASA VALENTINA
BACKGROUND
On March 11, 2021, President Joseph R. iden signed the American Rescue Plan Act of 2021
("American Rescue Plan") into law. It is a historic emergency financial relief and investment
package that addresses the unprecedented public health and economic crisis of the Novel
Coronavirus ("COVID-19") pandemic,
On June 7, 2021, the United States Department of the Treasury ("Treasury") provided
$68,819,705,50 to the City of Miami and on June 24, 2021, the City of Miami accepted the
Initial Allocation from the Treasury pursuant to Resolution No. R-21-0268. The City of Miami
expects to receive an additional allocation of $68,819,708.50 in American Rescue Plan funds
from the Treasury in the year 2022 for a total amount of $137,639,417 in American Rescue
Plan Funds.
Pursuant to Resolution No. R-21-0352, on September 13, 2021, the City of Miami Commission
approved specific allocations of a $137,639.417 in American Rescue Plan Funds. One of the
allocations was property acquisition for affordable housing projects in the amount of
$3,000,000,
On October 14, 2021, District 2 Commissioner's Office sponsored the approved Resolution R-
21,0427 that authorized the funding in the form of a forgivable loan for a period of no less than
thirty (30) years and in an amount not to exceed $2,000,000 in American Rescue Plan funds to
Casa Valentina Inooto acquire one or more parcels on which Casa Valentina will build
affordable housing development subject to the approval by the Housing and Commercial Loan
Committee ("HCLC") and subject to the terms, conditions, and restrictions contained in HCLC
approval,
BORROWER'S REQUEST
The Borrower submitted a request for the acquisition of a site located at 3633 Day Ave,
Miami, Fl in the amount of $2,000,000 that will be used for the development of a project that
will provide affordable rental housing located in District 2 neighborhood that will be
targeting the low-income individuals at or below. 80% of the area median income.
DEPARTMENTAL RECOMMENDATION
Based on the proposal provided by Borrower, the Department recommends allocation up to
$2,000,000 in American Rescue Plan funds to Ca Valentina, Inc for the acquisition of land
and development cost associated with the Casa Valentina project. Funding of an American
Rescue Plan dollars shall be contingent on the following:
CASA VALENTINA, INC • 3 January 26, 2022
CASA VALENTINA
Within 3 months after closing (of land acquisition):
• Execute a development agreement with the private development partner
• Engage an Architectural firm to design the proposed development
• Provide letters of intent from all funding sources needed to complete the development
Within 12 months after the closing:
• Secure funding eommitments from all necessary sources
Within 18 months after closing:
• Close of all required funding
• Commence construction
• Complete al required land use processes
• Commence with the building permitting
Within 42 months after closing:
• Complete construction (as evidenced by CO)
• Complete project stabilization (total lease up and occupation)
The following loan terms and conditions shall apply:
1. Use of Funds: City funds will be used for the land acquisition.
2. City Units: All City units must be rented to the individuals at or below 80% of AMI.
3, Affordability Period: an affordability period of 30 years will apply commencing from
the date the City approves the closeout of the projeet
4. Loan Repayment & Interest Rate Terms: This is a forgivable loan. The property must
maintain the required affordability structure for a period of 30 years. Failure to comply
with these requirements will result in the full repayment of principal and an agreed upon
interest rate,
5, Eligible Project Costs: Eligible project costs will be effective from the date of
environmental clearance,
6, Reporting Compliance: Borrower is subject to compliance reporting requirements in
the process of construction and during the affordability period.
7 . Development Benchmarks/Scope of Work: The project shall: (a) commence
construction within eighteen (18) months from the Closing Date of the contract; (b)
obtain all certificates of occupancy required for the project within 42 months from the
Closing Date; and (e) have all project units rented within 42 months from the Closing
Date.
8, Insurance Requirements: Borrower shall obtain and furnish evidence of insurance
coverage as the City may require in connection with the Project.
CASA VALENTINA, INC 4 January 26, 2022
CASA VALENTINA
9, Affirmative Marketing Plan: Borrower shall provide an Affirmative Marketing Plan
using HUD's approved form and report to the City annually on all actions taken to
comply with said plan. Borrower shall comply with the requirements of the affordable
housing notice to City Officials Ordinance #13491.
10. Lottery: Selection of eligible tenants shall be from the results of a tenant lottery, which
shall be conducted with a representative of the City of Miami present. In addition, the
project shall comply with the requirements of the City of Miami Ordinance #13645,
Resident Preference.
11. Project Signage: Borrower shall furnish signage identifying the Project and shall
acknowledge the contribution of the City by incorporating the seal of the City and the
names of the City commissioners and officials in all documents, literature, pamphlets,
advertisements, and signage, permanent or otherwise, All such acknowledgments shall
be in a form acceptable to the City and its costs should be covered under the City
Incurred Cost line item.
12. De -obligation of Funds: The City may at its sole discretion de -obligate the funding
approved herein, if by no later than six (6) months from the date of approval of the
City funds, the Borrower has failed to close on all funding commitments represented
herein.,
13. Discretionary Action by Administration: Staff shall have the discretion to approve and,
by way of Memorandum, authorize the City Manager to execute any and all documents
needed to further the Project Completion, provided, however, that the lien position nor
the project terms are not materially affected.
14. Compliance with Ordinance #1349.1 Notice to Residents, and Ordinance #13645
Resident Preference,
15. Compliance with the provisions of Davis Bacon Act, and regulations, as amended.
16. Project Default: If the City determines that the project is in default, the following
conditions will apply:
• The highest interest rate available under the law will be applicable for the funds
disbursed from date of disbursement.
• The Restrictive Covenant will remain as a restriction on the Project property
throughout the Affordability Period; and
• The borrower, project developer, managing partner(s) of the borrower and/or other
individuals, principals and/or other entities as determined by the City will bo
debarred from receiving any City funding for a period of five (5) years.
CASA VALENTINA, INC
CASA VALENTINA
5 January 26, 2022
HOUSING AND COMMERCIAL LOAN COMMITTEE DECISItN:
Approved as Recommended by Staff
To Include Additional Conditions or Restrictions
Disapproved
To Include Farther Action
Specify any farther action, conditions or restrictions:
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City of Miami
Legislation
Resolution: R-21-0352
City Hall
3500 Pan American Drive
Miami, FL 33133
www,mlamlgov.com
File Number: 10620
Final Action Date: 9/13/2021
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
ALLOCATING $137,639,417 IN AMERICAN RESCUE PLAN FUNDS ("FUNDS")
FOR THE PURPOSES SPECIFIED IN EXHIBIT r'A," ATTACHED AND
INCORPORATED, AS AMENDED BY THE CITY COMMISSION, PROVIDED
THAT THE CITY RECEIVES AND ACCEPTS AN ADDITIONAL ALLOCATION
OF $68,819,708.50 IN AMERICAN RESCUE PLAN FUNDS FROM THE
UNITED STATES DEPARTMENT OF THE TREASURY IN THE YEAR 2022 AS
DESCRIBED HEREIN; AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING
AMENDMENTS, EXTENSIONS, AND MODIFICATIONS, ALL IN FORMS
ACCEPTABLE TO THE CITY ATTORNEY, SUBJECT TO ALL FEDERAL,
STATE, AND LOCAL LAWS THAT REGULATE THE USE OF SUCH FUNDS
FOR SAID PURPOSE.
SPONSOR(S): Mayor Francis X. Suarez
WHEREAS, on March 11, 2021, President Joseph R. Biden signed the American
Rescue Plan Act of 2021 ("American Rescue Plan") into law; and
WHEREAS, the American Rescue Plan is a historic emergency financial relief and
investment package that addresses the unprecedented public health and economic crisis of the
Novel Coronavirus ("COVID-19") pandemic; and
WHEREAS, on June 7, 2021, the United States Department of the Treasury ("Treasury")
provided $68,819,708.50 ("Initial Allocation") to the City of Miami ("City") pursuant to the
American Rescue Plan; and
WHEREAS, on June 24, 2021, the City accepted the Initial Allocation from the Treasury
pursuant to Resolution No, R-21-0268; and
WHEREAS, the City is expected to receive an additional allocation of $68,819,708.50 in
American Rescue Plan funds from the Treasury in the year 2022 ("Balance") for a total amount
of $137,639,417.00 in American Rescue Plan funds ("Total Amount of Funds"); and
WHEREAS, at the September 13, 2021 meeting, Exhibit "A," attached and incorporated,
which describes the specific allocations, was distributed and subsequently amended to increase
the amount in the "City of Miami Employee Homeownership Program" from $500,000.00
$2,000,000.00; and
WHEREAS, the City's Administration recommends the allocation of the Total Amount of
Funds in accordance with Exhibit "A," attached and incorporated, as amended by the City
Commission, provided that the City receives and accepts the Balance in the year 2022;
City of Miami
Page 1 of 2 File ID: 10620 (Revision: A) Printed On: 1/14/2022
File ID: 10620 Enactment Num ber: R-21-0352
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The allocation of the Total Amount of Funds for the purposes specified in
Exhibit "A," attached and incorporated, as amended by the City Commission, is authorized,
provided that the City receives and accepts the Balance in the year 2022.1
Section 3. The City Manager is authorized' to negotiate and execute any and all
necessary documents, including amendments, extensions, and modifications, all in forms
acceptable to the City Attorney, subject to all federal, state, and local laws that regulate the use
of such funds for said purpose.
Section 4. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND CORRECTNESS:
The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to those prescribed by applicable City Charter and City Code
provisions.
City of Miami Page 2 of 2 File ID: 10620 (Revision: A) Printed on: 1/14/2022