HomeMy WebLinkAboutCRA-R-25-0052 Backup (2)CR
CORALROCK
DEVELOPMENT GROUP
ST. AGNES CHURCH
COMMUNITY DEVELOPMENT
CORPORATION
SOULOF
OV :RTOWN
APARTMENTS
Proposal from Coral Rock St. Agnes Partners, LLC,
a single purpose entity controlled by Coral Rock Development Group,
LLC ("CRDG") and St. Agnes Church Community Development
Corporation ("SACCDC").
Prepared in response to Southeast Overtown/Park West Community
Redevelopment Agency Request for Proposals No. 24-01, for NW
12th St. Affordable Housing Development
May 21, 2024
Contact: Michael Wohl
mwohl@coralrockgroup.com
2800 Ponce de Leon Blvd, #1160 I Coral Gables, Florida 33134
305-270-2228
WELCOME
1Q
HISTORIC
OVERTOWN
EXHIBIT "A"
TABLE OF CONTENTS
Letter of Tra nsm itta I 4
Development Concept 6
Project Overview 7
8
Vision for the Project 9
Overtown as a Destination............................................................ 14
Parking for Residents and Overtown Visitors 15
Project Schedule 17
Proposal Structure 17
Financing Plan 18
Budget 19
Financing Sources 20
Pro forma 21
Evidence of Financing 22
Qualifications and Experience 35
Proposer's Qualifications 36
Key Subconsultants Qualifications 37
Organizational Chart 39
Ability to Complete the Project 39
Key Personnel 40
Financial Statements 48
Current Developments and Comparable Projects 49
Proposer Current Developments and Comparable Projects 50
Subconsultant Current Developments and Comparable Projects56
Community Benefits 58
References 61
Appendix 66
Description of the Project
13
EXHIBIT "A"
LETTER OFTRANSMITTAL
CR
May 21, 70074
CORALROCK
DEVELOPMENT GROUP
The Office of the City Clerk, City of Miami
3500 Pan American Drive
Miami, Florida 33133
Attention: Mr. Brian leltsman, RA, Director of Architecture and Development Southeast
Overtown/Park West Community Redevelopment agency (SEOPW CRA)
Re: Southeast OvertownlPark West Community Redevelopment Agency
Request for Proposals No. 24-01, for NW 12th Street Affordable Housing Development
("RFP")
Dear Mr. Zeltsman:
Coral Rock St. Agnes Partners, LLC, ("Coral Rock 5t. Agnes") appreciates the opportunity to
respond to the RFP and present to the SEOPW CRA the vision for its project SOUL of Overtown
Apartments. Coral Rock St. Agnes is a single purpose entity comprised of two members: Coral Rock
Development Group, LLC ("CRDG"), a south Florida real estate development firm acting as master
developer for the project, and St. Agnes Church Community Development Corporation ("SACCDC"), a
not -for -profit entity that fosters educational, social, and economic development for underserved
residents of the Overtown community at large.
The principal partners of CRDG are Michael Wohl, Stephen Blumenthal, Victor Brown, and David Brown.
Amalgamating their talents eight years ago to form CRDG, they bring a combined 150 years of successful
development evidenced by over 10 million square feet of commercial properties and over 11,000
residential units. Their portfolio displays an array of endeavors including mixed -use projects, shopping
centers, self -storage facilities, industrial warehouses, residential apartments and townhomes.
Importantly, CRDG partner Michael Wahl brings particular expertise in affordable housing, having built
more than 75 affordable and workforce developments in 3 states with 27 of those in Miami -Dade County
and 15 in the City of Miami. CRDG is currently developing four affordable mixed -use, mixed -income
projects in Miami. Affordable housing projects require a unique expertise to be financially successful
and truly affordable. The CRDG team has the knowledge and experience to identify and obtain
necessary subsidies from a myriad of sources including federal, state, and local funding through grants,
bond structures, tax incentives, and other mechanisms in conjunction with conventional mortgage
financing to ensure a successful development.
SACCDC was founded in 2015 to provide social and civic services and improve the lives and livelihoo
of the Overtown population. SACCDC's contributions include back -to -school programs, scholarships,
d
2800 Ponce de Leon Boulevard, Suite 1160 l Coral Gables, Florida 33134
(305) 270-2228 l www.coralrockgroup.com
14
EXHIBIT "A"
LETTI OFTRANSMITTAL
mental and .physical health programs and awareness, food and clothing drives, as well as adult
educational and financial literacy programs. A progeny of the Historical 5t. Agnes' Episcopal Church
which has served the religious and humanitarian needs of Miami's African -American community for
more than 100 years, the SACCDC is led by Revered Denrick E. Rolle who has also served as Pastor
and Rector for the Church since 2012. Assisting Reverend Rolle in the leadership of SACCDC is
Executive Director, Carlos D. Rolle, President of Palm Construction and Design Group, Inc.. and a
longtime Miami resident and St. Agnes Church member. A professional engineer and certified
general contractor, Carlos Rolle brings vast management experience with a concentration on
affordable housing. The leadership of the SACCDC intimately understands the need for affordable
housing in the Overtown community and can assist in identifying individuals and families who are best
suited to qualify for and capitalize on the benefits afforded by this development.
The vision for SOUL of Overtown Apartments was carefully crafted to encompass the Goats and
Guiding Principles of the SEOPW CRA 2018 Redevelopment Plan update: that Overtown "will once again
become a destination and will be a place for people to live, work and enjoy its unique history and
culture." The growing disparity between stagnant incomes and escalating rents has amplified the
gentrification of Overtown. Miami -Dade remains the most cost -burdened rental market in the
country. Affordable housing is a crucial aspect to decelerating
Plan goal of providing housing choices for new and existing
Overtown Apartments proposes a mixed -income, mixed -use development offering a combination
of studios, one, two, and three bedroom apartments totaling 178 units with affordability levels in
the range of 60% to 1211% area median income (""AMI ') as defined by HUD. All units will include state of
the art appliances and contemporary design and fixtures. Residents will have access to a
premium amenity package that includes a clubhouse, fitness center, business center and
conference room, and computer lab, as well as a generous outdoor patio with two barbecue
areas complimented by decorative planters and other landscaping. In addition, approximately
4,000 square feet will be designated for street-levet retail establishments compatible with the area
on NW 3rd Ave. The plan also includes a small business incubator space to support local startup
business owners, promoting innovation and entrepreneurship. A 5-level parking garage with
approximately 216 spaces will accommodate all residents and retail visitors. Security features for
the building include electronic key entry, security cameras, and on -site building maintenance.
this trend and achieving the Master
residents. To that end, SOUL of
The Coral Rock St. Agnes team is committed to ensuring that the SEOPW CRA residents and
stakeholders realize the many economic benefits of this proposal. We look forward to helping the
Overtown District "once again become a destination, and a place for people to live, work and enjoy
its unique history and culture.
Sincerely,
Michael Wohl, Authorized Representative
Coral Rock St. Agnes Partners, LLC
2800 Ponce de Leon Boulevard, Suite 1160 t Coral Gables, Florida 33134
(305) 270-2228 l www.coralrockgroup.com
15
DEVELOPMENT
CONCEPT
EXHIBIT "A"
PROJECT OVERVIEW
SOUL of Overtown Apartments is a mixed -income, mixed -use development designed to create affordable
housing for existing community residents, safeguard the historic significance of St. Agnes Episcopal Church,
and expand the tax base of the community by creating an attractive destination for new residents. In response
to the dire need for affordable housing in Miami -Dade that stems from the dual problem of high housing costs
and low wages, the project offers a broad mix of beautifully designed studio, 1, 2, and 3-bedroom units with
affordability levels in the range of 60%to 120% of the area median income ("AMI").This spectrum of affordability
is essential to building a resilient and self-sustaining economy, ensuring a local workforce of essential workers
(teachers, healthcare providers, first responders, service workers, etc.), and improving the quality of life for new
and existing Overtown residents by increasing their disposable income.
Ideally located on Northwest 3rd Avenue, SOUL of Overtown Apartments is within walking distance from the
Overtown Optimist Club and Theodore Gibson Park. Residents can easily access the generous sport fields,
playgrounds, full-size swimming pool and myriad year-round programs it offers. Additionally, the project is
located directly across from Frederick Douglas Elementary School, offering incredible convenience for teachers
and students who make their home at SOUL of Overtown Apartments. The design and location of this project
have been carefully curated to maximize the highest and best use of the property and to minimize rental cost for
prospective tenants, while delivering attractive, well-appointed, welcoming and secure homes for families and
individuals.
In addition to creating residential units, SOUL of Overtown Apartments will extend the business corridor along
NW 3rd Avenue by creating street level retail space to complement existing businesses. This commercial
area will create a variety of new job opportunities for residents, stimulate economic growth, and promote
Overtown as a cultural destination.
7
EXHIBIT "A"
DESCRIPTION OFTHE PROJECT
Coral Rock St. Agnes proposes a single 12-story building with 178 residential units ranging from studios to
three -bedroom units. The project will incorporate a mixed -income, multifamily component that provides units
for renters whose incomes fall with affordability thresholds as dictated by HUD. In Miami, nearly six in ten
renters (59.7%) in City of Miami District 5 are "cost -burdened," with 34% of renters spending more than 50%
of their income on housing. Mindful of this dire need in the community, we have structured the development
based on the following income levels:
• 40% at 60 AM I
• 60%at80AMI-120AMI
On the fifth floor, residents will have access to a premium amenity package that includes an indoor clubhouse,
fitness gym, business center and conference room, and a computer lab. This level will also include a generous
outdoor patio furnished with two barbecue stations, contemporary outdoor furniture, decorative planters, and
other landscaping to soften and beautify this elevated outdoor oasis.
On the first floor, an attractively appointed lobby area will welcome residents home. State of the art security
measures including electronic key entry, security cameras, and on site building maintenance will provide
enhanced security. Approximately 4,000 square feet of commercial retail space will also be located on the first
floor fronting Northwest 3rd Avenue.
Additionally, the building design includes a parking garage that will accommodate approximately 216 spaces
for residents, visitors, and retail customers. Bicycle racks, storage, and a package room center are also included
in the design. Importantly, the project will be designed to achieve LEED Silver Certification as stipulated by the
Florida Green Building Coalition. It will incorporate building systems that focus on indoor air quality, energy
conservation, water efficiency and sustainably sourced building materials. Furthermore, it will include systems
to ensure and monitor energy consumption, particularly light power density design, ambient air controls and
spectrally selective window glazing.
8
VISION FOR
THE PROJECT
EXHIBIT "A"
19
VISION FOR
THE PROJECT
EXHIBIT "A"
UNITS/FLOOR
OTLI010
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' 2BEbeiotia
BEDROP;1
oo
01
02
ea
00
FLOOR PLANS
O2,..d 4111 FLOOR PLAN
3 1JNITS/FLOOR 001
RETAIL
LOBBY 1 AMENITIES
1.10.10110 0
30 PARKING SPACES
(I-) GROUND FLOOR PLAN
PARKING SPACES
1 1 0
VISION FOR
THE PROJECT
A
a
1
EXHIBIT "A"
UNITS/FLOOR
OECAOS. bit
2 BE °ROOM 05
9 BE DROOM 01
TOTAL 22
UNITS/FLOOR
sTureio 06
1 BEDROOM 05
0S9ROObl 05
BEOROOM 01
TOTAL 10
FLOOR PLANS
cr,TYPICAL FLOOR PLAN (6TH-12TH LEVEL)
22 UNITS/FLOOR
Sth LEVEL FLOOR PLAN
liras
VISION FOR
THE PROJECT
EXHIBIT "A"
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12
VISION FOR
THE PROJECT
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EXHIBIT "A"
SIDE ELEVATIONS
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1 13
EXHIBIT "A"
OVERTOWN A DESTINATION
Nestled in the middle of Overtown's Historic District, SOUL of Overtown Apartments continues the long -
held tradition of the Historic St. Agnes Episcopal Church to ensure safe and attractive residential facilities for
the residents of Overtown, while also developing spaces that will draw new visitors creating new jobs and
economic opportunities for the community.
In the recent years, Overtown has experienced a renaissance as a cultural and entertainment destination,
bringing new visitors each day to vibrant new or renovated venues such as Red Rooster, the Overtown
Performing Arts Center, Lil Greenhouse Grill, among others. SOUL of Overtown Apartments seeks to continue
the path of economic development by creating retail and commercial space along the NW 3rd Avenue
business corridor that serves the needs of the neighboring community.
Offering 4,000 sq.ft. of retail space, including incubator spaces for local small business, the project will create
new jobs and sources of income. The tenants of the new retail space will be carefully curated to ensure they
complement the rich history of the Overtown community and are in line with the needs of the adjoining
neighbors. Overtown residents and visitors will be able to drive or walk to brand new establishments, which
will also service parents, students, and teachers attending The Frederick Douglass Elementary School as
well as the visitors of the neighboring community recreational areas, including Gibson Park and the Culmer
Overtown Branch Library.
hlil y, \ ;,
114
EXHIBIT "A"
PARKING FOR RESIDENTS
AND OVERTOWN VISITORS
The building will include a 5-level parking garage that will accommodate approximately 216 spaces to provide
sufficient parking for residents and retail space patrons and employees. In addition,street level parking is also
availble along NW 3rd Avenue and NW 12th Street, providing a quick and convenient alternative for visitors.
Importantly, SOUL of Overtown Apartments is proximate to local and regional public transportation.
RETAIL
is r
•
LOBBY 1 AMENITIES
•
% T: GROUND FLOOR PLAN
�f 39 PARKING SPACES
115
EXHIBIT "A"
PARKING FOR RESIDENTS
AND OVERTOWN VISITORS
NIL
UNITS/FLOOR
m
1 BEDROOM 01
remCa'1'
rhyME2ZANIN€ FLOOR PLAN �..`,YI�
42 PARKUNG SPACES .
J
(T)2nd-4m FLOOR PLAN r�
f 3 UNITS/FLOOR
116
EXHIBIT "A"
PROJECT SCHEDULE
SOUL of Overtown
Name
1 Development Agreement Execution
2 Site Plan Package
3 Adm inistrative Site Plan Approval
4 Construction Document Design
5 CRA Concept Design Review & Approval
6 Permitting&Approvals
7 Construction
8 Start of Pre -Leasing
9 Start of Resident Occupancy / Tenant Move -In
10 Full Stabil¢ation
Assigned to Start Finish
5/22/2024 9/24/2024 0
9/25/2024 12/17/2024 0
12/18/2024 4/22/2025 0
4/23/2025 8/26/2025 0
8/27/2025 10/7/2025 0
10/8/2025 3/24/2026 0
3/25/2026 1/25/2028 0
7/26/2027 7/26/2027 0
1/26/2028 1/26/2028 0
7/26/2028 7/26/2028 0
%Complete May2024
Oct2024 Apr 2025 Sep2025 Mar2026 Aug 2026 Fels 2527
rL
PROPOSAL STRUCTURE
This project will be developed following the public -private principles in the Updated Redevelopment Plan
and will be financed through tax credits and CRATIF grants.To achieve this financing structure, SACCDC offers
to purchase a fee simple interest in the property for $1,000, payable upon closing.
17
EXHIBIT "A"
FINANCING
PLAN
EXHIBIT "A"
BUD ET
DEVELOPMENT BUDGET
PERSQFT COSTPERUNIT TOTAL COSTS
Land !Acquisition
Acquisition $0.01 $6 $1,000
Broker Commision $0.00 $0 $0
Hard Costs
Construction Costs - Def. GC Fees $435.16 $282,857 $50,348,473
Deferred GC Fees $0.00 $0 $0
Hard Cost Contingency $21.76 $14,143 $2,517,424
Soft Costs
Architect $13.92 $9,045 $1,610,000
Engineer $2.94 $1,910 $340,000
Inspections $5.36 $3,483 $620,000
Survey $0.22 $140 $25,000
Environmental/Soils $0.48 $309 $55,000
FF&E $3.67 $2,388 $425,000
Municipal Fees (Plat,Siteplan,Review) $0.65 $421 $75,000
Building Permits $9.63 $6,257 $1,113,818
Municipal Fees - Impact $10.15 $6,595 $1,173,957
UtilityFees $1.12 $730 $130,000
W &SlMeter Fees $1.84 $1,196 $212,970
Borrower Legal Co unsel $3.63 $2,360 $420,000
Marketing & Start Up $1.43 $927 $165,000
Accounting $0.52 $337 $60,000
Insurance -Builders Risk,OCIP $1.86 $1,210 $215,359
Insurance -Perm. $3.08 $2,000 $356,000
RE Taxes $0.65 $422 $75,171
Miscellaneous $0.86 $562 $100,000
Soft Cost Contingency $3.10 $2,015 $358,614
Finance/Bank Fees
Finance Fees $18.94 $12,309 $2,191,000
Title & Recording $2.18 $1,417 $252,225
Appraisal& Market Study $0.22 $140 $25,000
Tax Credit Fees $1.79 $1,163 $207,000
Construction Interest $26.37 $17,140 $3,051,000
Seed Capital Interest $0.43 $281 $50,000
Reserves
Replacement Reserve $0.46 $300 $53,400
Operating Reserve (6 months) $5.53 $3,595 $639,947
Developer Fee &OH
Developer's OH $22.88 $14,871 $2,647,000
Developer's Fee $80.07 $52,045 $9,264,000
Total Uses
$680.88 $442,575 $78,778,357
119
EXHIBIT "A"
FINANCING SOURCES
Sources
Tax Credit Equity
1 st Mtg. Debt Svc Coverage
City of Miami - GOB
Su rtax
SAI L
New Market Credits
$119.76
$293.00
$242.01
$0.00
$0.00
$0.00
$77,844
$190,449
$157,303
$0
$0
$0
$13,856,280
$33,900,000
$28,000,000
$0
$0
$0
Deferred GC Fee $0.00 $0
Deferred Developer Fee $26.12 $16,978
$o
$3,022,077
Total Sources
$680.88 $442,575 $78,778,357
SOUL of Overtown Apartments will be built and constructed utilizing multiple financial resources both public
and private, as follows:
Housing Bonds: SACCDC will apply for housing bonds through the Miami Dade Housing Finance Agency
(HFA) in the amount designated on our proforma. We have communicated with the HFA office, and they
have the capacity ($1 MM) and priority interest in facilitating ground up construction of quality workforce and
affordable housing units in core areas of the City of Miami. There is an established market for these bonds
and the related construction loan.
Tax Credits Equity: The 71 affordable housing units will receive auto credits for 4% equity. These credits are
sold to financial institutions who receive dollarfordollar credits and tax reductions for their investment. Banks
often fulfill their CRA obligations by investing in these credits.
CRA TIF Bond Funds: RFI No. 23-02 pending application was submitted to the SEOPW for CRA bond
financing.
Deferred Developer Fee: SACCDC shall defer a portion of its developer fee. This fee will be paid from cash
flow from the project.
Miami Dade County Surtax: County surtax each year is raised through an excess tax on the deed transfers
of land and commercial property within the county and awarded through an RFP process. With the volume of
sales during this calendaryear,we anticipate the County will receive $50-$100 million dollars in surtaxfunds.
Other Subsidy The subject property is in a Qualified Census Tract (QCT) for the procurement of new market
tax credits (NMTC). SACCDC has spoken to several recipients of the credits, and they are interested in our
proposal. These credits will go to subsidize the non-residential development.
Note:
Financial models, financing, and construction costs as well as sources of financing contained in response to the
RFP are based upon current market conditions and, accordingly, may increase or decrease based upon future
market conditions.
20
EXHIBIT "A"
PRO FORMA
15 YEAR- CASH FLOW ANALYSIS
INCOME
YR 1
YR 2
YR 3
YR 4
YR 5
YR 6
YR 7
YR 8
YR 9
YR 10
YR 11
YR 12
YR 13
YR 14
YR 15
Grass Rental) no] me
3,906,396
3,984,524
4,064,214
4,145,499
4,228,409
4,312,977
4,399,236
4,487,221
4,576,966
4,668,505
4,761,875
4,857,112
4,954,255
5,053,340
5,154,407
Other Income
287,300
293,046
298,907
304,885
310,983
317,202
323,546
330,017
336,618
343,350
350,217
357,221
364,366
371,653
379,086
Potential Gross Income
4,193,896
4,277,570
4,363,121
4,450,884
4,539,891
4,630,179
4,722,783
4,817,238
4,913,583
5,011,855
5,112,092
5,214,334
5,318,621
5,424,998
5,533,498
Vacancy
(209,585)
(213,878)
(218,156)
(222,519)
(226,970)
(231,509)
(236,139)
(240,862)
(245,679)
(250,593)
(255,605)
(260,717)
(265,931)
(271,250)
(276,675)
Effective Gross Income
3,984,011
4,063,691
4,144,965
4,227,865
4,312,422
4,398,670
4,486,644
4,576,377
4,667,904
4,761,262
4,856,487
4,953,617
5,052,690
5,153,743
5,256,818
EXPENSES
Repair & Maintenan ce
151,300
155,839
160,514
165,330
170,289
175,398
180,660
186,080
191,662
197,412
203,335
209,435
215,718
222,189
228,855
Reconditioning
39,160
40,335
41,545
42,791
44,075
45,397
46,759
48,162
49,607
51,095
52,628
54,207
55,833
57,508
59,233
Payroll
284,800
293,344
302,144
311,209
320,545
330,161
340,066
350,268
360,776
371,599
382,747
394,230
406,057
418,238
430,786
General&Administrative
57,850
59,586
61,373
63,214
65,111
67,064
69,076
71,148
73,283
75,481
77,746
80,078
82,480
84,955
87,503
Marketing&Advertising
35,600
36,668
37,768
38,901
40,068
41,270
42,508
43,784
45,097
48,450
47,843
49,279
50,757
52,280
53,848
Grounds&Landscaping
27,590
28,418
29,270
30,148
31,053
31,984
32,944
33,932
34,950
35,999
37,079
38,191
39,337
40,517
41,732
BuildingSensices
30,260
31,168
32,103
33,066
34,058
35,080
36,132
37,216
38,332
39,482
40,667
41,887
43,144
44,438
45,771
Utilities
111,250
114,588
118,025
121,566
125,213
128,269
132,838
136,823
140,928
145,156
149,511
153,996
158,616
163,374
168,276
Total Variable Expenses
737,810
759,944
782,743
806,225
830,412
855,324
880,984
907,413
934,636
962,675
991,555
1,021,302
1,051,941
1,083,499
1,116,004
Real Estate Taxes
46,843
48,043
49,484
50,988
52,497
54,072
55,694
57,365
59,086
60,859
62,685
64,565
66,502
68,497
70,662
Insurance
356000
366,680
377,880
389,011
400,681
412,702
425,083
437,835
450,970
464,499
478,434
492,787
507,571
522,798
538,482
Management Fee
139,440
142,229
145,074
147,975
150,935
153,953
157,033
160,173
163,377
168,644
189,977
173,377
176,844
180,381
183,989
Total. 0 perating Expenses
1,279,894
1,316,896
1,354,981
1,394,179
1,434,525
1,476,051
1,518,793
1,562,787
1,608,069
1,654,677
1,702,651
1,752,031
1,802,858
1,855,175
1,909,027
CapitalReseives
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
44,500
Total Expenses
1,324,394
1,361,396
1,399,481
1,438,679
1,479,025
1,520,551
1,563,293
1,607,287
1,652,569
1,699,177
1,747,151
1,796,531
1,847,358
1,899,675
1,953,527
Net Operating loco me
2,659,618
2,702,295
2,746,485
2,789,185
2,833,397
2,878,119
2,923,350
2,969,090
3,015,335
3,062,085
3,109,337
3,157,087
3,205,332
3,254,068
3,303,292
Deht Service
{2,309,565)
(2,309,565)
(2,309,565)
{2,309,565)
(2,309,565)
(2,309,565)
{2,309,565)
(2,309,565)
(2,309,565)
(2,309,565)
(2,309,565)
(2,309,565)
(2,309,565)
(2,309,565)
{2,309,565)
Cash Flow After Debt
350,053
392,731
435,920
479,621
523,832
568,554
613,786
659,525
705,771
752,521
799,772
847,522
895,767
944,504
993,727
Assumptions:
Gross Rental Income - 60%-120%AMI based on 2024 Income limits &
rent limits (HUD release: 4/2/2024), minus estimated utility
allowance for all qualified units.
Other Income - Retai I tenant rent, parking fees, pet fees, etc.
Vacancy - 5%
Management Fee - 3.5% of gross income
Capital Reserves - $250 per unit/yr
Debt Service - 6.25% interest, 40 year amortization
Note: OUR LONG-TERM COMMITMENT TO KEEP THE AFFORDABLE AND WORKFORCE UNITS RENT RESTRICTED
SHALL BE INCORPORATED IN A LURA (LAND USE RESTRICTIONAGREEMENT) FOR A MINIMUM OF 30 YEARS.
121
EXHIBIT "A"
EVIDENCE OF FINANCING
Community Capital
May 15, 2024
Coral Rock Development Group
2800 Ponce de Leon Blvd. Suite 1160
Coral Gables, FL 33134
ATTN: Michael Wohl
Re: Letter of Interest
SOUL of Overtown Apartments — Miami, Miami -Dade County, Florida
Dear Mr. Wohl:
Citibank, N.A. ("CITI") understands that Coral Rock St. Agnes Partners, LLC ("Coral Rock") intends to submit
an application to the City of Miami for General Obligation Bond (GOB) funds to be used in conjunction with a
tax-exempt loan to fund the construction of a 178- utitaffordable multifamily housing property in Miami, Miami -
Dade County, FL (the "Project"). CITI may be interested in arranginga tax-exempt construction to permanent
loan (see attached Term Sheet, "Exhibit A"),
This letter is not intended to be, and shall not constitute, a commitment to lend, syndicate a financing, underwrite
or purchase securities, comrrtit capital, or provide or arrange any portion of the financing for the Project. Such
obligations would arise only under separate written agreements acceptable to CITI in its sole discretion.
Furthermore, any such commitments would be subject to, among other things, (a) the satisfactory completion of
CITI's customary due diligence review; (b) approval by CITI internal committees; (c) the receipt of any necessary
governmental, contractual and regulatory consents or approvals in connection with the Project and the related
financing; (d) the negotiation and documentation of the financing referred to above, including the terms and
conditions of the financing, in form and substance satisfactory to CITI and its counsel; and (e) there not having
occurred any disruption of or change in financial, banking or capital market conditions that, in CITI's judgment,
could make it inadvisable or impractical to proceed with any portion of the financing of the Project.
Neither CITI nor any of its affiliates shall have any liability (whether direct or indirect, or in contract, tort or
otherwise) to Coral Rock, the Project or any other person, claiming through Coral Rock or the Project, as the case
may be, for or in connection with the delivery of this letter.
In connection with this transaction, CITI will be acting solely as a principal and not as your agent, advisor or
fiduciary. CITI has not assumed a fiduciary responsibility with respect to this transaction, and nothing in this
transaction or in any prior relationship between you and CITI will be deemed to create an advisory, fiduciary or
agency relationship between us in respect of this transaction. You should consider carefully whether you would
like to engage an independent advisor to represent or otherwise advise you in connection with this transaction, if
you have not already done so.
Very truly yours,
CITIBANK, N.A.
4a
Adam Hurwitz
Authorized Signatory
Attachment - Exhibit A
22
EXHIBIT "A"
EVIDENCE OF FINANCING
Community Capital
EXHIBIT A
TERM SHEET
Multifamily Rental Developments with Rent Restrictions
New Construction and/or Substantial Rehabilitation and/or Term Mortgages
Tax -Exempt "Back -to -Back" Loan Structure
SOUL of Overtown Apartments
May 15, 2024
NOTE: This Term Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for
discussion purposes only. The summary that follows is subject to credit apprmvalanddoes not constitute an offeror
commitment.
In connection with this Term Sheet, CITI will be acting solely as a principal and not as your agent, advisor or
fiduciary. CITI has not assumed a fiduciary responsibility with respect to this Term Sheet, and nothing in this
transaction or in any prior relationship between you and CITI will be deemed to create an advisory, fiduciary
or agency relationship between us in respect of this Term Sheet. You should consider carefully whether you
would like to engage an independent ads isur to represent or otherwise ad►`ise you in connection with this Term
Sheet, if you have not already done so.
Iltis Term Sheet is a o integral part of, and establishes terms, conditions and requirements of, a Letter of Interest dated
May 15,2024, to which it is annexed.
PRELIMINARY LOAN TERMS
Transaction
Summary: CITIBANK, N.A. ("CITI")proposes toarrangealax exemptconsetuction/pemranentban
to the Housing Finance Authority of Miami -Dade County (the" Governmental Lendej').
The proceeds of the Loan to (iovemmentalLend crshall fund an interim construction ban
convening into a pennanentmortgage loan ("Tax-exempt 1.. tan")by Governmental Lender
to the Borrower for the Property described below. If required by Ciovemmental Lender, a
fiscal agent (Fiscal Agent") will be appointed and will be responsible for following the
tenns of the Tax-exempt Loan documents and administering funds held under the
Construction Funding Agreement.
Property:
The Tax-exempt Loan will have two distinct phases: (1) Construction Phase - an initia
phase during which funds will be advanced to Governmental Lender and loaned to
Bonower (directly or through a Fiscal Agent, al GovemrnentaILender's discretion) on
a "draw -down" basis. Payments on the Tax-exempt Loan during the Interim Phase will
be interest only. (2) Permanent Phase - a subsequent phase when, upon completion of
construction and achievement o fstabilized operations, no additional funds will be availabb
to Borrower. Payments during the Permanent Phase will include principal reduction
payments as well as interest.
A to -be -constructed multifamily project containing 178 units located in Miami, Florida.
The property is commonly referred to as"SOUL ofOvertownApartments" ("Property").
23
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheet- CITI Tax -Exempt "Bar k-ta-Back" Conatruckan-Perm Loan
SOUL at Overiown Apartments, Miami, Miami -Dade County, FL
May 25, 2024
Page 2
Set -Asides:
71 of the units are reserved for individuals or families whose income is no Beater than
60% of Area Median Income ("AMI") 12 of the units are reserved for individuals or
families whose income is no greater than 80% of AMI, 77 of the units are reserved for
individuals or families whose income is no greater than 100%ofAM1, and 18 of the units
are reserved for individuals or families whose income is no !area ter than 120% of AMI.
Applicant: Coral Rock Development Group
Borrower:
LIHTC Investor/
Syndicator:
Guarantor(s):
Subordinate Debt:
Loan Security:
Construction Phase
Recourse Guarantees:
CoralRock St. Agnes Pa rtners,LLC. Nevertheless, a single asset entity whose manager or
generalpartner is the Applicant or an a ffiliate of Applicant. l3orrowerentity , its constituiatt
entities and its partnership or operating agreement must be acceptable to CITI in all
respects.
If applicable, the Low -Income Housing Tax Credit ("LIIITC") Investor/Syndicator, the
upper tier investors) and the terms and conditions of the operating (or partnership)
agreement must be acceptable to CITI in a II respects including, partieula rly, the tim ingand
conditions to funding capital contnbutions. The toning of the funding of capital
contributions into the Transaction must follow a schedule that will allow for a mininum
of 50% of the Equity being contributed by completion of constmction.
Michael Wohl, Coral Rock Development Group and/or other individual(s) or corporate
entity acceptable to CITI in all respects. The Guarantor(s)' financial conditions) must be
acceptable to CITI in all respects.
The sources of subordinate debt and the subordinate loan documents must be acceptable
to CITI in all respects. All subordinate debt must fund priorto Loan funding unless C I TI
approves other a tra ngements. Subordinate Debt will be subject to CI TI's Subordination
Agreement, which in addition to other provisions, requires that Subordinate Debt only
be paid from 75% ❑favallable cash flow.
First lien on land and any improvements, UCC filings for fixtures; assignment of all
leases andrents; and, a first priority collateral assignment of all contracts, management
agreements, and other agreements and allperm its relatin g to the Property_ If the Property
is subject to a ground lease, the ground lease must be subordinate to CITI 's lien position
unless the fee is owned by a government agency to ensure Tong -teen affordability. All
income and rent restrictions will be subordinate to the CITI security instrument. The
provisions of the ground lease must be acceptable to CITI in all respects and approved
by CITI is its sole discretion_
Prior to conversion of the Tax-exempt Loan to thePennanent Phase (described below), the
Tax-exempt Loan will be fully recourse to the Borrower and to the Guanantor(s) and
Completion and Repayment Guarantees are required from the Borrower and the
Guarantor(s).
Guarantees,
Permanent Phase: None, except for industry standard carve outs ('Carve Outs"). Carve Outs include
guarantees against fraud, misrepresentation, bankruptcy and environmental issues.
Indemnity, for
Loss of Tax. Exclusion
in connection with having the Tax -Exempt Loan structured as a drawdown loan, the
Guarantor will be required to indemnify CITI and Governmental Lender for any losses
resulting from any oftheundrawn amounts of the Tax -Exempt Loan being deemed taxahlr.
24
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheet- C1TI Tax -Exempt "Bar Via -Bock" Construction -Perm Loan
SOUL at Overfown.4perrments, Miami, Miami -Dade County, FL
May 15, 2024
Page 3
Environmental
Indemnity:
Closing:
Closing Date (est.):
CONSTRUCTION PHASE
Construction Phase
Loan Amount:
Term:
Construction Phase
interest Rate:
Interest Day Count:
Interest Reserve:
Availability:
Loan in Balance:
Amortization:
Borrower a ud Gua rantor(s) will be liable for CITI's standard environmental indemnity.
Closing is subject to full satisfaction of CITI's standard duc diligence, underwriting and
credit approval pmcesses, and the execution and delivery of a 11 required loan documents,
delivery of opinions, payment of fees and other customary requirements
March 2026.
An amount, currently estimated to be S40,857,995 but in any event, an amount not to
exceed 80% of costs budgeted for the Construction Phase.
30 months, plus two 6-month extensions. Fees for the extension(s) are indicated below
under "Fees & Expenses."
A variable rate currently estimated at 7.50%.
AetuaV360
Ca lcula led a t the Construction Phase Interesl Rate noteda Bove, plus a cushion a cceptabk
to CI11 at time offinaIcredit approval. Currently,CITI is underwriting with a cushion of
0.75%. The Interest Reserve will be sized based on an analysis of the projected draw
schedule for the Tax-exempt Loan during the Construction Phase.
Tax-exempt Loan pmceeds will be adva need to Borroweron a "draw down" basis upon
receipt of a written request from Borrower, supported by documentation acceptable to
CITI. Borrower will be required to submits loan budget work sheet with each d taw request
track ingall Property sources and uses of funds. Draw requests limited to one per month,
The Tax-exempt Loan must remain "in balance" during the Construction Phase. "In
balance" means that (1) the funds available during the Construction Phase (from the Loan
and all other debt and equity sources) are sufficient to complete the construction or
rehabilitation of the Properly and all other expenses reasonably expected to be necessary
to achieve the conditions for conversion of the Tax-exempt Loan to the Permanent Phase;
and (2) the sources available at Conversion are sufficient to pay down the Consttuchon
Pha se Loan Amount to the Perma nent Phase Loan Amount, along with any otherfund mg
requirements for Conversion.
None. Payments on the Tax-exempt Loan during the Construction Phase will be interest
only.
25
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheet- CITI Tax -Exempt "Bar Via -Back" Construction -Perm Loan
SOUL. al Osiettown Apartments, Miami, Miami -Dade County, FI_
May IS, 2024
Page 4
Prepayment and
Yield Maintenance:
Voluntary prepayment of Tax-exempt Loan principal amounts during the Construction
Pha se, including those as a result of a Borrower default. may be made without prepayment
fee or penalty unless the Construction Phase Loan Amount is reduced to less than the
Permanent Phase Loan Amount (as defined below).
If the prepayment reduces the Tax-exempt Loan amount to an amount less than the
Permanent Phase Loan Amount, the Borrower shall pay the greater oft (i) 1% of the
amount of the Tax-exempt Loan prepaid below 100% of the Permanent Phase Loan
Amount; or (ii) CITI's standard yield maintenance amount on the amount of the Tax-
exempt Loan prepaid below 100% of the Permanent Phase Loan Amount_
In the event that a Tax-exempt Loan prepayment resulting from a Tax-exemptLaan
resizing, as determined by CITI in its sole discretion, reduces the Tax-exempt Loan
amount to an amount less than the Permanent Phase Loan Amount, the Bummer shall
pay the greater of: (i) 1% of the amount of the Tax-exempt Loan prepaid below 90% of
the Permanent Phase Loan Amount; or (v) CITI's standard yield maintenance amount
on the a mount of the Tax-exempt Loan prepaid below 90% of the Permanent Phase Loan
Amount.
Notwithstanding any of the above, in the event the amount of such prepaymentwouki
cause the Tax-exempt Loan amount to fall below 50% of the Permanent Phase Loan
Amount, the Borrower shall be required to repay the Tax-exempt Loan in full plus the
greater of: (i) 1% of the amount of the Tax-exempt Loan repaid below 90% of the
Permanent Phase Loan Amount; or (ii) CM's standard yield maintenance amount on
the amount of the Tax-exempt Loan repaid below 90% of the Permanent Phase Loan
Amount.
If Borrower prepays Tax-exempt Loan principal amounts through the application of
insurance proceeds ora condemnation award, no prepayment fee shall be payable to CITI.
Budget and
Contingencies: The budget for the Construction Phase, including all budget line items, is subject to CITI
approval. The budget shall include a hard cost contingency of no less than 5% of
budgeted hard costs for new construction projects and no less than 10%of budgeted hard
costs for rehabilitation projects. The budget shall include a soft cost contingency of no
less than 5% of budgeted soft costs, excluding 1) soft costs incurred prior to or in
connection with closing 2) interest reserve and bank fees; 3) capitalized operating
reserve deposits and other costs that may be due in connection with Conversion for which
specific sources are identified; and d) developer fees.
General Contractor and
Bonding Requirements:
The general contractor and the construction con tract must be acceptable to CITI. CITI will
require payment and performance bonds equal to 100% of the construction contract
amount, Surety issuirrg bonds must have an A.M. Best rating of `°AIVIII" or better arid
must be a eceptable to CITI in a ll other respects. In lieu of bonds, CITI will accept a letter
of credit ("LC") equalto 10% of the hard cost budget. LC provider must be ra ted "BBB"
or better.
26
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheet - CTTI Tax -Exempt "Ruck-ta-Bark" Construction -Perm Loan
SOUL,. ut Os'ertown Apartments, Miami, Miami -Dade County, FL
May 25, 2024
Page 5
Retainage:
PERMANENT PHASE
Permanent Phase
Loan Amount:
Construction contract will provide fora minimum retainage of 10% of each construction
pay application until "substantial completion" (as defined in the Loan documents)
Retainage percentage amounts can be revised, upon review andapproval by CITI, at CPITs
sole discretion, but only down to a minimum of 10% until 50% completion and then 0%
retention withheld thereafter. No release of retainage is permitted for achieving 50%
completion. All retained amounts will be released upon final, lien -free completion of
construction, es approved by CITI.
The estima red Permanent Pha se Loan Amount is currently estimated to be in the maximum
amount of $33,900,000 or such other loan a mount supported by CITI's underwriting of the
Property at the time of Conversion in accordance with CITI's underwriting requirements
including those listed below.
Maturity Date: Anticipated nominalmat-tufty dateof33.5yearsi'ollowingtheClosingDate,subjecttoany
Governmental Lender restrictions.
Mandatary Prepayment!
Term: At the end of the 18.5th year following the Closing Date, mandatory prepayment of the
Tax-exempt Loan will be required in full.
Amortization:
Lock -out Period:
Yield Maintenance
Period:
Permanent Phase
Interest Rate:
40 years
From the Conversion Date until the 10th anniversary of the Conversion Date.
From Closing until months prior to the end of the Permanent Phase.
A fixed rate equal to 6.25%. Pricing is based on current market conditions and is subject
to change. The rate will be committed at the time of closing of the Construction Phase
fmaacing.
If the Conversion to the PemranentPhase does not occur on or before month 30 following
Closing, 0.05%will be added to the above quoted rate for ea ch a s-o f-right 6-month period
past the initial 30-month period in which Conversion occurs.
Interest Day Count: Aetualt360
Conversion to
Permanent Phase
Requirements:
Conversion requirements include completion of construction and 90% physical
occupancy of Project for three consecutive calendar months_ CIT I will review the
Property's net operating income to determine the maximum Peonanem Phase Loan
Amount based on the Debt Service Coverage and Loan -to -Value noted below.
Debt Service Coverage: A minimum of 1.20 to 1.00.
Loan -to -Value:
85% of ma rket value,based on restricted rents and inclusive ofva lue of permanent below
market financing (if applicable), assuming project rents on 80% or more of the units are
discounted to a level a t least 10% below market, Otherwise, 80%.
27
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheet - CITI Tax -Exempt "Ruck -la -Bark" Conalrurlian-Perm Loon
SOUL al Overtown Apartments, Miami, Miami -Dade County, FL
May 25, 2024
Page 6
Replacement Reserve:
Repairs Escrow:
Taxes and Insurance:
Other Conversion
Requirements:
OTHER
Appraisal, Env ironme nta I,
Plan/Cost Reviews:
Property Tax
Abatements, Incentives:
Developer Fee:
FEES & EXPENSES
Application Fee:
Origination Fee:
Upon Conversion, Borrower will he required to fund a Replacement Reserve fares di of
the first five years following Conversion in a minimum amount of5250/unitlyearfor
new construction projects or, for renovation projects, in an amount detenmmed by a
Physical Needs Assessment acceptable to CITI, but m a minimum amount of
5300/unit/year. For each successive five-year period thereafter until Tax-exempt Loan
maturity, the Replacement Reserve level will be determined by a new Physical Needs
Assessment acceptable to Citi.
CITI may require immediate repa its following delivery of the post construction final PNA.
All immedia terepairs shallhe funded ata rate of 150% of the estimated cost established
by the PNA and reviewed and approved by CITI. My amount rema fining in the Repair
Escrow after a II repa irs have been completed may be deposited into the Replacement
Reserve or returned to Borrower, at Borrower's election.
Commencing upon Conversion, real estate taxes and insurance premiums must be
escrowed with the Tax-exempt Loan serviccr ("Servicer") on a monthly prorated bas
in an amount sufficient to enable the Servicer to pay (at least 30 days before due) all
taxes, assessments, insurance premiums or other similar charges a ffectiug the Property.
As may be required by Governmental Lender and/or pennanent credit enhancer.
Appraisal and Plan/Cost Review reports will be commissioned and reviewed by CITI.
CITI may rely upon environmentalreports commissioned by Borrowerf report is current
(within 12 months) and CITI has been provided evidence of acceptable E&O insurance
coverage carried by Borrower's environmental consultant and a reliance letter in foam
acceptable to CITI. Otherwise, CITI will commission its own environmental report.
Appraise L environmental andplan/cost reviews must he acceptable to CITI in ail respects.
All documentation related to any tax abatement or lax incentives must be acceptable to
CITI in ail respects.
Any developer fee paid prior to conversion to the Permanent Phase shall be pre -approved
by CITI in its sole discretion.
$25,000, which amount sha llbe non-refundable and due and payableupon acceptance of
a Loan Application. This fee is applicable toward third party reports, loanunderwriting
and processing (in the minimum a mountof $5,000), and CITI's initia l lega 1 fees. Applicant
is responsible for the payment of all reasonable costs incurred in connection with the
underwriting, processing and/or closing of the Tax-exempt Loan (including CITI legal
fees).
A non-refundable Origination Fee equalto 1.00%of the Construction Phase Loan Amount
("Origination Fee"). The Origination fee site ll be earned in full by CITI upon the closing
of the Loan and is due and payable a t thattime. The Origination Fee will be applied towards
CITI's costs of providing this financing.
28
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheet- CITI Tax -Exempt "Back-ta-Back" Conatrnckan-Perm Loan
SOUL at Overtown Apartments, Miami, Miami -Dade County, FL
May 25, 2024
Page 7
CITI Legal Fees (est);
Course of Construction
Inspections (est):
Construction Term
Extension Fee:
Conversion Fee
and Expenses:
Other Costs:
Term Sheet
Rate Lock:
Term Sheet
Expiration Date:
Estimated fees ofCITI'scounsel for the initial closing are to he determined and assumes
no significant negotiation over ClTI'sform documents. A portion of the Application Fee
will be applied to initial CITI counsel fees. Applicant agrees to make a supplemental
deposit to coverClT1's counsel fees once the drafling of legaldocum entation commences,
if requested.
Fees of C1TI's counsel for work associa tedwith conversion ofthe Tax-exempt Loretto the
Permanent Phase are to be determined.
$TBDlmonihly report.
See "Permanent Phase Interest Rate" section.
A Conversion fee equal to $10,000 will be charged by CITI. Other expenses, including
insurance review, site inspection and loan servicerset-up fees are estimated to be $7,500.
Applicant is responsible for costsof survey, title insurance policy, hazard insurance polity,
lax escrow fee and all other normal and customary loan closing expenses.
No earlier than 5 business clays prior to Closing. Rate lock must occur on or before 150
days following the date of the Application.
May 29,2024, unless attached to a signed Preliminary Application Iettcrreceived by CITI
on or before May 29, 2024, along with the Application Fee, in which case 150 days
following the date of the Preliminary Application.
29
EXHIBIT "A"
EVIDENCE OF FINANCING
Term Sheer- CITI Tax-Fxempr "Ruck -to -Back" Conarruclian-Perm Loan
SOUL. at Oneriown Aparimenls, Miami, Miami -Dude County, FL
May 15, 2024
Page
Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in
separate definitive written agreements. This Term Sheet is not a commitment to lend, syndicate a financing
underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are
we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to
keep confidential the existence of and proposed terms for any transaction contemplated hereby (a "Tra nsa ction").
The provision of information in this Term Sheet is not based on yourindividualcircumstances and should not be relied
upon asan assessment of suitability for you of a particular product or transaction. Even if CITI possesses information
as to your objectives in relation to any transaction, series of transactions or tra ding strategy, this will not be deemed
sufficient for any assessment of suitability for you of any transaction, series of transactions or trading strategy.
This Term Sheet is provided for information pnrposcsand is intended for your use only. Except in those jurisdictions
where it is impermissible to make such a statement, CITI hereby informs you that this Term Sheet should not be
considered a s a solicitation or offer to sell or purchase any securities or other financialproducts.This Tenn Sheet does
not constitute investment advice and does not purport to identify all risks or material considerations which should be
considered when undertaking a transaction CITI makes no recommendation as to the suitability of any of the products
or transactions mentioned. Any trading or investment decisions you take are in reliance on your own analysis and
judgment and/or that of your advisors and not in reliance on us.
CITI often acts as (i) a market maker, (ii) an issuer of t"mancial instruments and other products: and (iii) trades as
principal in ma ny different financial instruments and other products, and can be expected to perform or seek to perform
investment banking and otherservices for the issuer of such Financial instruments or other products_ The authorof this
Tenn Sheet may have discussed the informs tion contained herein with others within or outside CITI and the author
and/or such other Citi personnel may have already acted on the basis of this information (including by trading for
CITI's proprietary accounts or communicating the information contained herein to other customers of C1TI). CITI,
CITI's personnel (including those with whom the aurhormay have consulted in the preparation of this Term Sheet),
and other customers of CITI may be long or short the financial instruments or other products referred to in this Term
Sheet, may have acquired such positions at prices and market conditions the t are no longer a va iiable, and may have
interests different from or a dverse to your interests.
CITI is required to obtain, verify and record certain information that identifies each entity that enters into a formal
business relationship with CITI. CITI wilt ask foryourcomplete name, street address, and taxpayerlDnumber. CITI
may also request corporate formation documents, or other forms of identification, to verify information provided.
Although Citibank, NA (together with its subsidiaries and branches worldwide, "Citibank") is an affiliate of C111,
you should be aware that none of the financial instruments or other products mentioned in this term sheet (unless
expressly stated otherwise) are (i) insured by the Federal Deposit Insurance Corporation or any othergovemmental
authority, or (ii) deposits or other oblige t ions of, or guaranteed by, Citilm nk or any other insured depository institution.
IRS Circular 230 Disclosure: CITI and its employees a re not in the business o£providing, and do not provide, tax or
legs 1 advice to any taxpayer outside of CITI. Any statements in this term sheet regarding tax ma ttets were not intended
or written to be used, and cannot be used or relied upon, by any taxpayer for the purpose of a voiding tax penalties.
Any such taxpayer should seek advice based on the taxpayer'sparticular circumstances from an independent tax
advisor.
C 2024 Citigroug Global Markets Inc_ Member SIPC., All rights reserved Citi and Arc Design arc tradrtrnrics and service 'narks of Citigroup Inn
or its affiliates and are used and registered throughout the world.
30
EXHIBIT "A"
EVIDENCE OF FINANCING
Berkshire Hathaway Group
of Companies
AFFORDABLE HOUSING PARTNERS, INC.
May 13, 2024
Mr. Michael Wohl
Coral Rock Development Group
2800 Ponce de Leon Blvd, Suite 1160
Coral Gables, FL 33134
Re: Purchase Low Income Housing Tax Credits ("LIHTC")
178 Units
Soul of Overtown Apartments - Miami, FL
Dear Mr. Wohl:
Robert B. Johnston
Senior Vice President, Acquisitions
rjohnston @ berkahp.corn
1972) 342-6621
Thank you for providing Affordable Housing Partners, Inc. ("AHP") with the opportunity to
work with Coral Rock Development Group in the overall development of Soul of Overtown
Apartments (the "Apartment Complex"). As you are aware AHP, which is a member of the
Berkshire Hathaway group of companies, is the direct LIHTC investor, and as such does not rely
upon the terms, availability and/or return requirements of an unaffiliated third -party upper tier
investor.
The purpose of this letter is to set forth certain business terms to be included in an Operating
Agreement by and between AHP or its affiliate (the "Investor Member") and Coral Rock St. Agnes
Holdings, LLC (the "Managing Member").
The Investor Member would be admitted to Coral Rock St Agnes Partners, LLC (the
"Company") as a substitute investor member and the investor members of the Company would
withdraw, all as specified in an amended Operating Agreement for the Company (the "Amended
Operating Agreement").
Pursuant to the Amended Operating Agreement, the Investor Member would contribute to the
capital of the Company the sum of $13,856,280, which equates to $0.90 per LIHTC estimated in
paragraph 3.3 below, in the manner set forth in paragraph 1 of this letter and would acquire a 99.99%
investment member interest (referred to hereinafter as the "Acquired Interest") in the Company. The
Managing Member shall remain as the Managing Member of the Company.
1. Capital Contribution. The Investor Member would contribute to the capital of the
Company the sum of $13,856,280 (the"Capital Contribution") for the Acquired Interest as follows:
1.1 First Capital Contribution $2,771,256 concurrently with closing ("Closing") of the
Amended Operating Agreement and may be funded pari passu with the anticipated construction
financing.
131
EXHIBIT "A"
EVIDENCE OF FINANCING
Soul of Overtown Apartments
May 13, 2024
Page 2 of 4
1.2 Second Capital Contribution $3,464,070 upon (a) substantial completion of the
Apartment Complex, (b) issuance of final certificates of occupancy, and (c) such other standard
terms as set forth in AHP's standard form Operating Agreements.
1.3 Third Capital Contribution $7,120,954 upon (a) the achievement of initial occupancy
of all LIHTC units, (b) receipt of an audited cost certification of eligible basis, and (c) such
other standard terms as set forth in AHP's standard form Operating Agreements.
1.4 Fourth Capital Contribution $500,000 upon (a) commencement of amortization of
the permanent loan, (b) receipt of Form(s) 8609 for the entire Apartment Complex, and (d) such
other standard terms as set forth in AHP's standard form Operating Agreements.
2. Representations and Warranties. The Amended Operating Agreement, and related
documents would contain the customary representations and warranties required by the Investor
Member, which would survive the Closing, including warranties of title, absence of defaults,
litigation, liens and undisclosed liabilities, existence of insurance, full compliance with applicable
laws including state and federal securities laws, regulatory agreements, environmental regulations
and requirements, defect -free construction of the Apartment Complex, authority of the Managing
Member, financial statements of the Managing Member, full disclosure to the Investor Member, and
the receipt of a credit allocation from the appropriate governmental agency.
3. Additional Terms. The Amended Operating Agreement would also include the provisions
substantially like the following:
3.1 Operations. The Managing Member shall cause the Company to operate the
Apartment Complex in the ordinary course of business and in such a manner that the Apartment
Complex shall be eligible to receive low-income housing tax credits pursuant to Internal
Revenue Code Section 42 ("Tax Credits") as provided herein and remain in compliance,
pursuant to applicable rules.
3.2 Transaction Expenses. The Managing Member shall be responsible for the following
expenses of this transaction:
a. title insurance policies or endorsements to the existing title insurance policies
updating the insurance coverage and, if necessary, increasing the amount of same to the
full amount of the appraised value for the Apartment Complex; and
b. legal fees and expenses of the Managing Member and the Company, including
any fees and expenses incurred in connection with obtaining any governmental agency
approval and the credit allocation.
3.3 Credit Allocation. Prior to the Closing, the Managing Member shall obtain evidence
that the Company will receive Tax Credits in the amount of at least $15,397,406 based on the
assumption that 40% of the available units are Low -Income and that 40% of the prospective
tenants will comply with the tests promulgated under Code Section 42(g). If the actual amount
of Tax Credits available to the Investor Member is reduced, the Capital Contributions of the
Investor Member will be reduced.
3.4 Opinion of Counsel. The Managing Member shall deliver at the Closing an opinion
of counsel concerning customary tax, Company, real property and compliance matters in the
132
EXHIBIT "A"
EVIDENCE OF FINANCING
Soul of Overtown Apartments
May 13, 2024
Page 3 of 4
form requested by the Investor Member, including, but not limited to, the availability of the Tax
Credits.
3.5 Management. The property manager shall certify annually that the Apartment
Complex and its tenants are in compliance with all Tax Credit regulations and requirements. If
the property manager is an affiliate of the Managing Member, the property manager will accrue
the management fee to the extent necessary at any time to prevent a default under the
construction loan and/or mortgage loan.
3.6 Title Insurance. At the Closing, the Managing Member shall deliver to the Investor
Member a fee title insurance policy, obtained at the Managing Member's expense, insuring the
Company's ownership of the amount of the replacement cost of the Apartment Complex (which
amount shall not be less than the aggregate of the principal amount of the Mortgage Loan and
the Capital Contributions of the Managing Member and the Investor Member), subject only to
permitted encumbrances and such other matters consented to in writing by the Investor
Member.
4. Certain Obligations of the Managing Member. The Managing Member and its principals
will provide the Investor Member customary guarantees set forth in AHP's standard form Operating
Agreement.
5. Asset Management Fee. The Company would pay, as an operational expense of the
Company, an asset management fee of $7,500 to AHP Affordable Housing Partners, Inc. (or to such
other entity as the investor Member shall designate), for an annual review of the operations of the
Company and the Apartment Complex. Such fee would accrue beginning with the commencement
of leasing or marketing activity for the Apartment Complex.
6. Permanent Financing. The Investor Member has assumed that the Apartment Complex
will be financed with a first lien mortgage loan with the following terms: (i) principal amount
$33,900,000, but in no event shall the amount of the Mortgage Loan result in aggregate debt service
coverage ratio being less than one hundred fifteen percent (115%), as determined by the Investor
Member in its good faith discretion; (ii) the rate of interest shall be a fixed market interest rate for
comparable loans; (iii) the Mortgage Loan shall be nonrecourse to the Company and the Managing
Member; (iv) the Mortgage Loan shall amortize on a 30-year payment schedule; (v) the maturity
date of the Mortgage Loan will be not less than fifteen (15) years from the date of closing of the
Mortgage Loan; and (vi) the Mortgage Loan documents shall contain such other terms as may be
consented to by the Investor Member.
7. Insurance. The Managing Member would cause the Company to obtain (i) Commercial
General Liability insurance, (b) automobile liability insurance, (c) worker's compensation insurance
meeting statutory limits, (d) Builder's Risk insurance, (e) property damage insurance and (f) such
other insurance and terms as AHP require as set forth in AHP's standard form Operating Agreement.
8. Replacement Reserves. Annual amount of at least $250 per unit per year to be increased
annually by three percent (3%) from revenues of the Apartment Complex.
9. Investor Members Due Diligence and Legal Fees. AHP will charge a fee to cover its due
diligence costs as well as Company legal expenses of $75,000, which will be payable at initial
Company closing.
133
EXHIBIT "A"
EVIDENCE FINANCING
Soul of Overtown Apartments
May 13, 2024
Page 4 of 4
10. Conditions to Execution of Amended Operating Agreement. The Investor Members
obligation to execute the Amended Operating Agreement will be conditioned upon completion of its
normal due diligence review and, after such review is completed, the approval of the Investor
Member's investment committee, in its sole and absolute discretion. In connection with its due
diligence, the Managing Member agrees to provide the Investor Member and its representatives full
access to the Apartment Complex and its records.
Please indicate your agreement and acceptance of the foregoing by signing the enclosed copy of
this letter and returning it to the undersigned.
Sincerely,
AFFORDABLE HOUSING PARTNERS, INC.
a Delaware Corporation
By: Robert Jo ton
Senior Vi ' e President
cc: Mike Fo ler
Agreed and Ac pted:
Coral Rock St. Agnes Partners, LLC
A Florida limited liability company
By: Coral Rock St. Agnes Holdings, LLC
Its: Managing Member
By:
Its:
Manager
134
EXHIBIT "A"
OUALI FICATIONS
AND EXPERIENCE
EXHIBIT "A"
PROPOSER'S QUALIFICATIONS
Coral Rock St.Agnes is a single purpose entity controlled by Coral Rock Development Group ("CDRG") and St.
Agnes Church Community Development Corporation ("SACCDC"). CRDG has been in existence since 2018 and
has nine employees. The principal partners of CRDG are Michael Wohl, Stephen Blumenthal, Victor Brown,
and David Brown. Amalgamating their talents, they bring a combined 125 years of successful development
experience evidenced by over 10 million square feet of commercial properties and over 10,000 residential
units covering an array of endeavors including mixed -use projects, shopping centers, self -storage facilities,
industrial warehouses, residential apartments, and townhomes. Importantly, CRDG partner Michael Wohl
brings proven expertise in the development of affordable housing, having built more than 75 affordable and
workforce developments in 3 states, with 27 of those being located in Miami -Dade County. CRDG is currently
developing four affordable mixed -use, mixed income projects in Miami as part of its portfolio of work.
St. Agnes Church Community Development Corporation (SACCDC) is a not -for -profit organization that fosters
educational, social, and economic development for underserved residents of the Overtown community.
Formed in 2015,the SACCDC is the progeny of the HistoricSaintAgnes Episcopal Church formed by Bahamian -
American Immigrants in 1898. Throughout the last 125 years, the St.Agnes Episcopal Church community has
been an integral part of the creation and preservation of the rich culture and unique history of Overtown,
providing education, housing resources, community engagement, and donations of food and clothing to
those in need, especially children and the elderly. Through its partnerships with Overtown Optimist Club,
Miami Police Su pportTeam, NAMI Miami Dade and the Miami Dade Community Health Council,and Transition
Inc., SACCDC has provided an array of information and services to address mental and physical health, reduce
homelessness, as well as increase financial literacy and employment opportunities. SACCDC understands that
the soul of Overtown - its culture and sense of community- lies in its residents.As such, SACCDC's mission is to
sustain, enrich, and uplift the wonderful historic Overtown community. Creating affordable housing options
for its lower -income residents is a cornerstone of keeping the soul of Overtown in Overtown.
Coral Rock St. Agnes will also be joined by an experienced group of subconsultants, including Behar Font
Partners, P.A. as architect, Langan Engineering as civil engineer, Professional Management as property
management, KAST Construction, pre -construction services, and Bilzin Sumberg as legal counsel.
36
EXHIBIT "A"
KEY SUBCONSULTANTS QUALIFICATIONS
BEHAR FONT & PARTNERS, P. A., ARCHITECTURE AND DESIGN
YEARS IN BUSINESS: 22
NUMBER OF EMPLOYEES: 25
Behar Font is a professional organization dedicated to the practice of architecture, planning, and interior
design. Its principals have a combined total of 65 years of architectural experience and, as such, have served
as architects and designers for a wide variety of project types. This varied experience includes retail facilities
from individual stores to shopping malls, residential facilities from single-family residences to multi -unit
complexes, professional office centers, religious architecture, governmental facilities, educational facilities
and multi -use complexes.
Behar Font offers complete architectural services encompassing feasibility and zoning studies, establishment
of environmental performance standards, strategic growth management, land use objectives, economic
objectives, programming, master planning, cost estimating, architectural design, construction document
preparation, securing of local approvals/permits, as well as contract and construction administration. Their
interior design services ranges from space planning to furniture and equipment purchasing.
LANGAN ENGINEERING & ENVIRONMENTAL SERVICES, PROJECT ENGINEER
YEARS IN BUSINESS: 24
NUMBER OF EMPLOYEES: 1,687
Langan Engineering & Environmental Services ("Langan")was founded in 1970, has 1,687 employees and 40
office locations nationwide. Langan provides an integrated mix of engineering and environmental consulting
services in support of land development projects, corporate real estate portfolios, and the energy industry.
The company offers a wide of services that include site and civil services, geotechnical services, environmental
and energy services, land use planning, environmental compliance services and landscape architecture
services, thus enabling clients to get an unmatched combination of technical and practical experience, and
responsiveness.
37
EXHIBIT "A"
KEY SUBCONSULTANT QUALIFICATIONS
KAST CONSTRUCTION COMPANY, LLC, PRE -CONSTRUCTION SERVICES
YEARS IN BUSINESS: 19
NUMBER OF EMPLOYEES: 474
KAST Construction Company was founded in 2005 and has offices in West Palm Beach, Coral Gables and
Tampa. The company offers a full spectrum of construction services including design -build, pre -construction
and construction services. The firm has constructed over 13,000 multifamily rental units, 4,500 condominium
units, and 3,000 hospitality units since its founding.According to the BusinessJournal, in 2020 KAST was the
fourth largest general construction by gross billings in South Florida at $523MM.
PROFESSIONAL MANAGEMENT INC., PROPERTY MANAGER
YEARS IN BUSINESS: 50+
NUMBER OF EMPLOYEES: 313
For over 50 years, Professional Management, Inc. has provided exceptional real estate management services
for institutional and private investors throughout the state of Florida. To date, PMI has managed more than
15,000 apartment units, commercial office buildings and, condominiums. They have also been responsible
for supervising and implementing over 70 million dollars in apartment renovations involving more than
5,000 units.
BILZIN SUMBERG, LEGAL COUNSEL
YEARS IN BUSINESS: 23
NUMBER OF EMPLOYEES: 212
Bilzin Sumberg is a commercial law firm counseling clients whose business and legal opportunities and
challenges span the United States,Canada, Europe, Latin America, the Middle East, and Asia. The firm's growth
has paralleled thatof its Miami home base,a region knownforits rich cultural,social,and professional diversity.
Bilzin Sumberg stands at the center of virtually every major transaction shaping Florida and is at the forefront
of the state's most pressing economic issues - from infrastructure, transit and mobility, to affordability and
the diversification of the state's economy. Bilzin Sumberg lawyers concentrate on services at the heart of both
regional and international commerce, including real estate, land development and government relations,
environmental, construction, corporate and securities, finance, joint ventures, domestic and international tax
and private wealth planning, antitrust, business litigation, and public -private partnerships.
38
EXHIBIT "A"
ORGANIZATIONAL CHART
Coral Rock St. Agnes Partners, LLC
(Master Developer)
MICHAELWOHL/STEPHEN BLUMENTHAL/
VICTOR BROWN / DAVID BROWN
Project Management
SARA BARLI HERALD
Real Estate /Affordable Housing Law
BILZIN SUMBERG
DENRICK E. ROLLE
Local Community Liason
ST. AGNES EPISCOPLACHURCH
CARLOS D. ROLLE, P.E.
Project Procurement
and Community Liaison
PALM CONSTRUCTION AND DESIGN GROUP,
INC.
JOELFURRER
Project Manager
YANAMARA PEREZ
Comptroller
ABILITY TO COMPLETE
THE PROJECT
JAVIER FONT
Architect
Behar Font
ANAMARISTORRES
Site Engineer
LANGAN ENGINEERING
SUNNY ROMERO
Property Management
Professional Management Inc.
KAST CONSTRUCTION
Pre -Construction Services
Coral Rock St. Agnes and its principals have the financial capacity and resources to undertake large scale
development efforts. CRDC is able to meet significant net worth and liquidity requirements due to their very
strong financial standing. CRDG and its principals have a proven track record of developing and managing
over Five Billion dollars in real estate assets. CRDG is well positioned to guarantee the financial obligations
associated with the development of the Project.
Moreover, as shown in Proposer's Qualifications, CRDG has an impeccable record of performing theirfinancial
commitments and has established excellent banking relationships with numerous banks and financial
institutions. CRDG has provided letters of reference from Nothern Trust, Regions Bank, and Synovus indicating
their strong interest in participating and their intent to provide financing for the project.
39
EXHIBIT "A"
KEY PERSONNEL
CR
STEPHEN BLUMENTHAL
Principal
CORALROCK
DEVELOPMENT GROUP
Stephen Blumenthal contributes to CRDG with his vast array of real estate development
and financing achievements. During the past 30 years, he has accumulated experience
and success with industrial parks, hotels, retail shopping centers, single -tenant retail
buildings, and office buildings. Mr. Blumenthal is the PresidentofJ/SCommercial Realty,
Inc., a full service real estate and mortgage brokerage firm. He received his Bachelor and
MBA degrees from the University of Florida. Mr. Blumenthal generously contributes his
time and resources as a Founder at Baptist Hospital, a Golden Angel atJackson Memorial
Hospital, a Young President at Mount Sinai Hospital, a Patron of the AdrienneArshtCenter
for the Performing Arts. Additionally, he is a Founder of Children's Resources, and sits on
the Foundation Board of The Miami Cancer Institute.
sblumenthal@coralrockgroup.com
DAVID BROWN
Principal
David Brown oversees site selection and entitlement operationsforCRDG. He brings more
than 20 years of experience and success as a co-founder of Budget Mini -Storage and Brown
Development Group. He continues to manage and negotiate all aspects of the zoning and
platting processes for BDG's various projects throughout Southern and Central Florida.
He procures and analyzes market research, demographics, trends and other key metrics
to determine project viability, and he has secured development rights of approximately
3 million square feet of commercial and residential property. David began his career
as a commercial broker for The Doran Jason Group of Florida where he specialized in
industrial properties. He received both a B.S. in Finance and an MBA from the University
of Miami, Coral Gables, Florida. David is passionate about community service and animal
welfare, and he is involved with several community -based organizations in South Florida.
dbrown@coralrockgroup.com
40
EXHIBIT "A"
KEY PERSONNEL
CR
VICTOR BROWN
Principal
CORALROCK
DEVELOPMENT GROUP
Victor Brown manages loan origination, analysis, underwriting, asset management, and
execution of real estate investments and development projects for CRDG. It is a skill set
he has mastered over the past 25 years with numerous successful commercial real estate
projects in Central and South Florida. Victor co-founded Budget Mini -Storage (BMS) in
1995 and oversaw the construction, financing and day-to-day operations of 18 climate -
controlled self -storage facilities encompassing approximately 2 million square feet
and employing more than one -hundred personnel. Victor negotiated the lucrative sale
of these facilities to Public Storage in 2006. Prior to BMS, Victor formed and operated
Groshire Construction Company of South Florida which engaged in reconstruction of
residential and commercial projects. He received both a B.S. in Finance & Real Estate and
an MBA from the University of Miami, Coral Gables, Florida.
vbrown@coralrockgroup.com
MICHAELWOHI
Principal
Mr. Wohl is a Principal of Coral Rock Development Group. He has an in-depth familiarity
with real estate and law. He is a second -generation real estate developer, carrying on his
family's successful tradition of quality development first started in New York and carried
down to South Florida with Mr. Wohl's relocation to the area in 1975. Mr. Wohl had been
active in real estate development and management while continuing to practice law
until 1990, when he formed his own full -service real estate firm, which has owned and
managed over one million square feet of commercial property and 700 apartment units
in Florida. He co-founded Pinnacle Housing Group in 1997, twenty years later Pinnacle is
recognized as the leading producer of affordable housing in the southeast United States
having delivered over10,000 units in over70 complexes. Mr. Wohl is also a co-founder of
Ascend Properties.
Mr. Wohl, has extensive experience in negotiating, documenting and closing acquisitions
and sales of residential, industrial and commercial office space. Mr. Wohl is well versed in
project financing and leasing and he leads Pinnacle's acquisition and disposition efforts.
Mr. Wohl is a recognized industry leader in devising approaches to developing affordable
housing in an urban environment. Mr. Wohl is chairman of the distinguished Urban Land
Institute's Center for Workforce Housing, which continually works to solve the persistent
affordable housing problems in Miami -Dade, Broward and Palm Beach counties. He
earned both is B.A. and J.D. degrees at Syracuse University where he serves the University
as a Trustee, and is a Licensed Real Estate Broker and Mortgage Broker.
mwohl@coralrockgroup.com
41
EXHIBIT "A"
KEY PERSONNEL
CR
JOEL FURRER
Project Manager
CORALROCK
flFVELOPMENT GROUP
Joel Furrer is an Owner's Representative with extensive knowledge in a diverse types
of development projects. Joel's role includes the supervision and management of the
integral individuals involved in the realization of construction projects which include
design teams, engineers, contractors and government officials. In addition to his
leadership skills, Joel's responsibilities include timely construction completions, while
maintaining the projects within budget. A decade of experience in construction has
awarded Joel with the opportunity and to be involved in a wide range of project types
— from mixed -use, commercial, and residential — ranging from $6 million to $150
million, fueling his ability to adapt and apply his knowledge within any environment
presented.
Joe holds a Bachelor of Science in Construction Management Minor in Business
Administration from Florida International University.
jfurrer@coralrockgroup.com
YANAMARA PEREZ
Comptroller
Yanamara "Yani" joined Coral Rock Development Group in 2020 and is responsible
for the accounting and tax reporting of Coral Rock's various projects. Prior to joining
Coral Rock, she worked as a Comptroller at Brickell Asset Management, a Miami based
aerospace company specializing in the acquisition, lease, and sale of commercial
aircrafts, airframes, engines, and parts. Yani has over 19 years of experience from
working in public accounting in the audit sector to working in private equity funds, and
family offices.Yani received both her graduate and undergraduate degree from Florida
International University.
yperez@coralrockgroup.com
Coral Rock Development Group Contact Information
2800 Ponce de Leon Blvd. Suite 1160 I Coral Gables, FL 33134
info@coralrockgroup.com 1305-270-2228
coralrockg roup.com
42
EXHIBIT "A"
KEY PERSONNEL
Contact Information:
1750 NW 3rd AVE
Miami, FL 33136
305.457.9214
drolle@saccdc.org
Contact Information:
1801 NW 186 St.
Miami, FL 33056
305.457.9214
crolle25@gmail.com
ST. AGNES CHURCH
COMMUNITY DEVELOPMENT
CORPORATION
REVEREND DENRICK E. ROLLS
Rectorofthe Historic St.Agnes Episcopal Church and Director of St.Agnes Church Community
Development Corporation
Reverend Denrick E. Rolle is Rector of the Historic St. Agnes Episcopal Church of Miami
Located on 1750 NW 3rd Avenue, its origins dating back to 1897. Born and educated in
the Bahamas and West Indies, he holds advanced degrees in Philosophy and Theology was
from the University of West Indies at Cave Hill, Barbados. Ordained in 2003, he has served
at various parishes throughout the islands and was inducted as Rector to St. Agnes in 2015
where he continues to lead the congregation in their support for the Overtown community
providing education, housing resources, community engagement and donations of food and
clothing to those in need, especially the children and the elderly. Father Rolle has fostered
partnerships with various community organizations, including the Optimist Club, Miami
Police Support Team, NAMI Miami Dade, the Community Health Council, and Transition,
Inc. to provide an array of services for mental and physical health, reduce homelessness,
and increase financial literacy and employment opportunities. A recognized spiritual and
community leader, Father Rolle lives his responsibility to (in his own words) "get to know the
people in the immediate community first, then seek to build them up in every way possible,
spiritually, academically, and otherwise."
CARLOS D. ROLLE, P.E.
Executive Director of St. Agnes Church Community Development Corporation; President
Palm Construction and Design Group, Inc., Miami, Florida.
Carlos Rolle serves as the Executive Board DirectorforSACCDC. A longtime resident of Miami
and member of the St.Agnes community, Mr. Rolle obtained a B.S. in Civil Engineering from
Florida International University in 1994. He is a certified Professional Engineerand a Certified
General Contractor in the state of Florida, and an EPA Certified Lead Renovator. He is also the
President and Owner of Palm Construction and Design Group, Inc., a Miami -based company
with over 25 years of experience in engineering design and construction of municipal
and private engineering projects. Recognized by the City of Miami for its instrumental
involvement in city construction projects, Palm Construction and Carlos Rolle have managed
projects involving aviation (Miami International Airport), commercial, residential, industrial,
mixed -use and environmental concerns. Importantly, a substantial number of these projects
are affordable housing in Miami -Dade County. Mr. Rolle's experience and connections within
the Overtown community will benefit and guide the SACCDC in this project.
43
EXHIBIT "A"
KEY PERSONNEL
Contact Information:
4533 Ponde Leon Blvd.
Coral Gables, FL 33146
305.740.5449
reception@beharfont.com
Contact Information:
1221 Brickell Ave.
Miami, FL33131
786.264.7200
Irodriguez@langan.com
JAVIER FONT
Principal, Behar Font
BEHAR FONT
P A R I N E N S,. P. A.
A4 C4o4ECi41E • PIA11119 • IIiE41444
U 1(;AIM ' 1141111
Javier Font is an architect with more than thirty-five years of architectural design and project
Javier Font is an architect with more than thirty-five years of architectural design and project
management experience. His previous responsibilities encompass all aspects of Real Estate
Developments from feasibility studies through construction completion. In addition to his
hands-on knowledge of Design, Mr. Font has vast experience in Construction Documents,
Specification and Governmental Approvals. Mr. Font currently holds an architecture license,
a real estate broker's license, a general contractor license and he is LEED Certified. This varied
experience allows him to comprehend all aspects of a project and thus intelligently and
successfully communicate with other professionals and governing institutions. Mr. Font's
project experience varies from restoration of historic residences to major developments.
These projects have not only reached successful completions but have received various award
recognitions. Mr. Font graduated from the University of Miami in 1986, with a Bachelor of
Architecture degree and received his Florida architectural license in 1988.
LANGAN
LEONARDO RODRIGUEZ
Principal, Langan Engineering
Leonardo Rodriquez, PE has over29 years of civil engineering experience. He has led the site/
civil engineering design of numerous urban, high -profile projects in the City of Miami, City of
Coral Gables, City of Aventura and Miami -Dade County. His expertise ranges from municipal
utility improvements and roadway resurfacing and reconstruction to County local and area
wide drainage improvements. Mr. Rodriguez has spearheaded the Environmental Resource
Permit (ERP) and Corp of Engineer Dredge and Fill permitting efforts on numerous projects.
He is intimately familiar with the Miami -Dade Water and Sewer Department (MDWASD)
standards and specifications as well as with the permit process through the Miami -Dade
County Department of Planning, Environmental and Regulatory Affairs (PERA), the South
Florida Water Management District, the Florida Department of Environmental Protection and
US Army Corp of Engineers.
44
EXHIBIT "A"
KEY PERSONNEL
Contact Information:
1221 Brickell Ave.
Miami, FL33131
786.264.7200
asanchez@langan.com
Contact Information:
9095 SW 87th Avenue, Suite 777
Miami, FL 33176
(305) 270-0870
SunnyR@pmiflorida.com
LANGAN
ANAMARIS TORRES SANCHEZ
Senior Project Manager, Langan Engineering
Anamaris Torres Sanchez, PE has more than 10 years of civil engineering experience. She
specializes in site engineering, hydraulics and hydrology, storm water management, water
distribution systems, and sanitary sewerage conveyance design. Her experience includes
site/civil design for residential, commercial, and industrial projects; regulatory permitting;
and construction observation and support.
SUNNY ROMERO
District Manager, Leasing Director,
Professional Management Inc.
Professional
RM I Management, Inc.
Sunny Romero has been involved in multifamily rental housing for the past 25 years.
As a District Manager, she has been responsible for the supervision of over 25 rental
properties encompassing over 2,500 units with both market rate and affordable
housing units.
Some of Sunny's responsibilities include preparing annual budgets, reviewing monthly
financial reports, conducting meetings with owners, marketing analysis, team building,
supervision, resident retention planning and so much more! Sunny has also been
involved in thetakeover processwith properties from different ManagementCompanies
including some properties owned by various housing authorities.
Asa Leasing Director, she has been responsible for the implementation and supervision
of the lease -up and setup of 17 new properties. Some of her duties include hiring team
members, working with vendors, processing applications, property set up, inspections
and making sure the building and units are ready for occupancy.
Sunny's years of expertise in the property management industry makes her a true asset
working with the Professional Management, Inc. company and various owners. Her
level of commitment and professionalism far exceeds her peers. Sunny goes above and
beyond to ensure the job is completed in the best manner possible. Her drive, passion
and focus allow Sunny to do anything that she puts her involved in truly reflect the time
and hard workthatshe has invested in them.
45
EXHIBIT "A"
KEY PERSONNEL
Contact Information:
1450 Brickell Avenue, 23rd Floor
Miami, Florida 33131-3456
305-350-7232
sherald@bilzin.com
Contact Information:
1450 Brickell Avenue, 23rd Floor
Miami, Florida 33131-3456
305-350-2394
dmendez@bilzin.com
Bilzin Sumberg
SARA BALI HERALD
Partner, Bilzin Sumberg
Sara Barli Herald is a Partner whose in-depth experience spans public -private
partnerships (P3), affordable housing and tax credit, real estate, banking, commercial
transactions, mergers & acquisitions, and corporate reorganizations. Her background
as a C-level executive in seven verticals enables her to assist her clients in crafting
creative solutions to complex business transactions, particularly those that involve
the public sector. Over the past two decades Sara has been committed to optimizing
companies and advancing communities with vision and leadership - working across
the for -profit, non-profit, and public sectors. Sara has significant experience in leading
non-profit organizations as a CEO, Board Member, and consulting strategic partner.
Sara has been the recipient of many awards, among them, the American Red Cross Sara
Hopkins Spectrum Award for Community Service and the Athena Award for Outstanding
Businesswoman.
DIANA MENDEZ
Partner, Bilzin Sumberg
Diana Mendez is a Partner at Bilzin Sumberg's Public -Private Partnerships (P3) &
GovernmentContracting team, where she counsels real estate developers, infrastructure
companies, transportation companies, design and engineering firms, and diverse
concessionaires on matters involving public administrative, procurement, and
transactional law. She advises clients through all phases of the government procurement
process, including teaming arrangements, proposal preparation, responsiveness and
responsibility review, minority and disadvantaged business enterprise certifications,
contract negotiations, administrative bid protests, and bid protest litigation. Diana's
experience covers some of South Florida's most complex developments and public -
private transactions, including major infrastructure projects, mass transit systems and
transportation -related assets, and transit -oriented development. She also represents
government contractors (in addition to real estate companies) in bid protest matters.
Diana is the co-chair of the State and Local Procurement Committee of the Public
Contracts Law Section of the American Bar Association, Board Member for PACE Center
for Girls and Past President of the Miami -Dade Florida Association for Women Lawyers.
46
EXHIBIT "A"
KEY PERSONNEL
Modesto Milo
Sr. V.P. Division Manager - Miami
KAST
construction
Mo oversees KASTs strategic growth initiatives in Miami -Dade County. Mo brings
over 24 years of experience to KAST. As Vice President of Operations for KAST's
Miami Office, Mr. Millo works closely with KAST's preconstruction team to provide
operational planning on all new projects. His involvement continues through
the construction phase, supporting and guiding the construction team to ensure
success at all levels.
Contact Information:
4535 Ponce De Leon Blvd.
Coral Gables, FL 33146
305-507-5701
mmillo@kastbuild.com
47
EXHIBIT "A"
FINANCIAL STATEMENTS
Coral Rock St. Agnes is a newly formed special purpose entity and therefore does not currently have financial
statements. As reflected in the attached documentation, Coral Rock St.Agnes'sfinancial resources far exceeds
what is required for this project.
kNORTHERN
\s4,2 TRUST
May 9, 2024
Brian Zeitsman, RA Director of Architecture and Development
Southeast Overtown/ Park West Community Redevelopment Agency
819 NW 2' Ave, 3'd Floor
Miami, FL 33136
Re: Michael D. Wohl
Dear Mr. Zeltsman.
This letter serves to provide you with information regarding our client, Michael D. Wohl, at his request. It is our
understanding that Mr. Wohl and his team are submitting an application for NW 12`h Street Affordable Housing
Development (RFP: 24-01) related to the Soul of Qvertown Apartments located at 1141 NW 3rd Avenue, Miami, FL..
Mr. Wohl is currently a valued client of ours and has maintained one or more banking and investment management
accounts with us or one or more of our affiliated companies since 1987.
Mr. Wohl maintains deposit and investment management accounts with us or one of our affiliates and as of May
9, 2024 has access to unencumbered' funds and/or other assets in an average amount in excess of $10,000,000,
All information contained in this letter is as of the date hereof unless otherwise specified. We have not diligenced any
contemplated client transaction referred to in this letter and cannot provide any assurances related to any transaction
structure or parties thereto. Any amounts confirmed in this letter relate only to funds and/or other assets available in
connection with relationships between Michael Wohl and us or one of our affiliated companies. This letter is being
provided to you (and to you only) in strict confidence with the intention that neither it nor its contents be shared with
any third patties and with the understanding that we do not incur any legal responsibility to you in any way.
Please feel free to contact me with any questions or concerns relating to this letter; please understand that confirmation
of any additional facts or circumstances will require Michael Wohl's permission and will be subject to our internal
policies and guidelines.
Sincerely,
Robbie Oyarzun
Vice President
t Unencumbered means that weare of any control agreement over such account(s). We have not conducted a UCC search
on such account(s),
NTAC:2SE-18
48
CURRENT
DEVELOPMENTS
AND COMPARABLE
PROJECTS
EXHIBIT "A"
PROPOSER CURRENT DEVELOPMENTS
AND COMPARABLE PROJECTS
Brickell View Terrace
Affordable housing, historically, in major urban
areas like NewYork, Boston and Washington, DC has
been delivered in mixed income developments. In
the City of Miami, the best example of a successful
mixed income, mixed use development is Brickell
View Terrace ("BVT"), a 176 unit apartment
development located at 940 SW 1st Avenue,
Miami. BVT, built by Michael D. Wohl and his
partners at Pinnacle Housing Group in April, 2016
includes 100 units of Affordable Housing at 60%
AMI or below and 76 units at market rate housing
in a 23 story high rise structure. The apartment
development was built combining low income
housing tax credits, HOME funds from the City of
Miami, Surtax from Miami -Dade County together
with conventional mortgage debt. Today it is very
successful and 100% leased.
1%04
wolf tree
11'
11111
50
EXHIBIT "A"
PROPOSER CURRENT QEVELOPMENTS
AND COMPARABLE PROJECTS
PU RA VI DA HIALEAH
Located at 3051 W. 16th Avenue, Hialeah, the
development includes two hundred and sixty (260)
apartment units, renting at workforce level rents
and 55,000 square feet of supportive retail. The
development was completed the first quarter of
2022. Pura Vida is conventionally financed with
Principal Insurance Company and private equity.
THE RESIDENCES
a=PLI46umc
151
EXHIBIT "A"
PROPOSER CURRENT DEVELOPMENTS
AND COMPARABLE PROJECTS
DU LCE VIDA APARTMENTS
Located at 1785 NW 35th Street, in the heart of
Allapattah, the development will include 228
apartments together with a 9,000 square sq.ft.
Miami Dade County Library, in a mid -rise structure,
with structured parking. Financing will be provided
through the sale of housing bonds issued by Miami -
Dade County HFA. Subsidies will be provided
will be provided by City of Miami GOB and Surtax
(maybe SAIL Funds from State of Florida). The rental
structure shall include 50% of the units affordable
at 60% AMI or below and 50% of the units will be
at workforce rent level, 100% AMI or below. It is
anticipated that construction will commence in the
first quarter of 2025.
52
EXHIBIT "A"
PROPOSER CURRENT DEVELOPMENTS
AND COMPARABLE PROJECTS
PROJECT: CARD SOUND KEY APARTMENTS
Located in Florida City, Florida, this development will include 342 units
of workforce housing between 80%-120%AMI. It will be financed
through the HUD 221 (d)(4) program and private equity.Anticipated
commencement for this project is in the first quarter of 2025.
53
EXHIBIT "A"
CORAL ROCK PARTNERS - PAST PROJECTS
Project Name
Address
*LIMB t Bldg. Stifle Compined
Tequesta Knoll
Douglas Pointe
Pinnacle View
Hidden Grove
Pinnacle Cove
Old Circle rVillage
Rayos Del Sol
Pinnacles Lakes
Pinnacle Palms
Pinnacle -Grove
Pinnacle at Abbey Park
Pinnacle Pointe
Pinnacle Village
Pinnacle at Hammack Place
LiveOak Villas
Pinnacle Pines
Los Suerrias
The Corinthian
LhleOlak Villas 11
Pinnacle Park
Goodbread Hills
H lanlGarder
Crystal Lakes
Pinnacle at Magnolia Pointe
PinnacleSquar€
F riendship
Postmaster
Golden Villas
Golden 5quare
Pinnacle Place
Pinnacle Plaza
Cy press Cove
CamacolTower
Drc hid G rove
Vista Mar
Pinnacleat Hammack Square
Pinnacleat MarinersVillagc
Oak Ridge Estates
Pinnac1€.atAve ryGlen
Kings Terrace
Pinnacleat North Chase
Singing Oaks
Am ista1Apartments
TyFor Grand
LaVentana
Saba Landings
Am be rwood
1629 NW 14th Street, M is m i, FL 33125
3840 NW 183 rd Street, M is rn i, F 133055
225 NE 23rdStreet, Miami, FI33137
13815 SW 271 Te rr, Miami, F 133032
525 PinnacleCove Bh1d, Orlando, F132824
10415 0Id Cutler Road, Mia m i, F 13 3190
185 NW 13th Ave, Miami, F 133115
18821 NE 3 rd CT, Miami, F133179
601 Executive D r, West Palm Beach, F 13 3401
1810 Waodla nd Circ le, Vero Beach, F 13 2967
1921 Abbey Rd, We st Palm Beach, F 13 3415
13301 Am her Lake Bhvd, Orla rrdo, F 132824
801 Powerline Rd, Pompano Beach, FI33069
2909 Minnesota Ave, Lynn Haven, FI 32444
9195. 25thStreet, Ft Piero, F134947
501 L ive Oa k Avenue, H a ines City, F 133844
500 NW 36th:Street, M is m i, F13312.7
7705.7735 NW 22 Ave, M is m i, F 133147
9075. 27thStreet, Ft Pierce, F134947
7901 NW 7th Ave, Miami, F 133150
950 Edge hill Circ le, Ta Ila hassee, F 132303
333.,335 NE 48thSt,De*rfieldBch, F133064
2900 N. 24thAve nue, HolYwood, F133020
1240 Pa rk la ne Drive, Mc Comb, MS 39648
8300NE 1PI,Miami,F133138
1551 NW 36Street, Miami, F133142
8800 SW 8 Street, M is m 13 3174
1325 NW 18th D rrve, Pom pa no Beach, F 13 3069
1415 NW 18th D riv e, Pompano Beach, F 13 3069
S600 NE 4 Anne, M is m i, F 13 3138
3650 NW 36 Street, M is m i, F133142
930 5th5treet, Winter Haven, F133881
1401 W. F lag ler Street, Miami, F133135
750 NW 8th Street, Florida City, F 13 3035
3606 N W 5th Ave, M is m i, F 133127
2206 Hammtxk Square Dr, Lynn Have, F132444
18400 28th Street, Long Bea h, MS 39560
343 S. G ross Ave, Ta rpon S prings, F134.689
3871N Pine Isla rki Rd, 5 unrise, F1333.51
12555 NW 27thAve, Miami, F133167
3851 N. Broadway Avenue) Tyler,TX 75702
307 N Loop 288, Denion, TX 75209
571SW 9th Street, Miami, F133130
3 702 Rolling Green D rive, Abilene, TX 79606
2109 Hwy 351,Abiline,TX 79601
3701Saba1 Palm Blvd, Fort Myers, F133916
411 W, Hawk ins Pkway, Longv iew, TX 75604
100
176
186
222
420
288
199
226
152
234
160
268
148
132
104
156
179
126
80
135
93
100
190
108
110
92
55
120
182
137
132
80
100
80
110
100
108
62
140
300
120
126
89
120
84
126
78
High-rise
Garden
High-rise
Garden
Garden
Garden
High-rise
Garden
Mid -rise
Garden
Garden
Garden
Garden
Garden
Garden
Garden
11 ig I. rise
Garden
Garden
High - rise
Garden
Garden
Garden
Garden
High rise
High rise
Mid- rise
Garden
Garden
High - rise
High-rise
Garden
High-rise
Garden
High-rise
Garden
Garden
Garden
Garden
Garden
Garden
Garden
High rise
Garden
Garden
Garden
Garden
20bi.1
2000
2001
2002
2002
2003
2#03
2003
2003
2003
2004
2004
2005
2005
2005
2006
2007
2007
2007
2008
2008
2008
2008
2008
2 u09
2:v8
2009
2009
2009
2010
2010
2011
2011
2011
2011
2011
2012
2012
2012
2013
2013
2013
2014
2014
2014
154
EXHIBIT "A"
CORAL ROCK PARTNERS - PAST PROJECTS
Palmetto 3501 Da le Street, Fort Myers, F133916 86 Garden 2015
Saige Meadows 13488Hwy 69N,Tyler,TX75706 92 Garden 2015
Parc Station 2300 N 29th Avenue, Hollywood, F 133020 336 Garden 2015
Gibson Plaza 3629GrandAve, Coconut Grove, FI33133 56 Mid. rise 2015
Pinnac le at Tarpon River 805SE3rdAve, Fort Lauderdale, F133316 112 Mid•rise 2015
Barrons Branch N. 9th Street & Colcord Ave, Waco, TX 76707 92 Garden 2016
Liberty Pass 17321 Lookout Rd, Selma, TX 78154 104 Garden 2016
Bric kell View Terrace 117SW10thStreet, Miami, FI3aim 176 irise 2016
Summit PaNiue 12777Merit Drive, DaRas, TX7525.1 98 Mid. rise 2016
TupeloVue 525 NW Ave G, Winter Haven, F133861 70 Mid. rise 2016
BarronsBII 817Concord Aye, Waco, TX76707 76 Garden 2016
Metropolitan 1220NE24thStreet, WiltonManors,F133305 179 Mid•rise 2016
Art at Bratton's Edge 15405 Long Vista D r, Austin, TX 78728 76 Garden 2017
Oakland Preserve 3700OaklandPreserve Way,Oklarid Park,FI33334 80 Garden 2017
PinnacleHeights 3530 NW 36Street,Miami F133142 109 High rise 2017
Pic Villages atTarpon 5005Waton Ave, Tarpon5prings,F134689 95 Garden 2017
StillhouseFlats 2926 Ceda r Knob Rd, Harker Heig hts, TX 76548 96 Garden 2017
PinnacleatHammockCrossings 2212.2218 Hammock Square Dr, Ly nn Haven, F132444 92 Garden 2018
Casa nas at Frenc htown 448WGeorg iaStreet, Tallabassee,FI 88 Mid. rise 2018
La Madrid Apia rtments 11320Manchacha Rd, Austin, TX 78748 95 Garden 2018
La Vida 6600NW7thStreet, Miami Fl33126 272 High•rise 2019
CaribbeanVllage 1975•5SW110thCt,Miam1,FI 123 High•rise 2019
Verbena 28140S. DixieHighway,Miam1,F133033 110 Mid. rise 2020
WoodlawnPark 1901}SW4thStreet, Gainesville,F132641 96 Garden 2020
Pinnac le at Peacefleld 2122;2216,2314MamsSt, Hollywood, F133020 120 Garden 2020
Pura Vida Hialiah 2901West15thAvenue, Hialaeah,FI33012 260 Mid, rise 2022
155
EXHIBIT "A"
SUBCONSULTANT CURREN'!
DEVELOPMENTS AND COMPARABLE
PROJECTS
BEHAR + FONT
PROJECT: KARIS VILLAGE
Location: 21517 S.W. 119th Avenue,
Miami, Florida
PROJECT: JOE MORETTI
Location: 240 S.W. 9th Street
Miami, Florida
- r Tryr
-a�3j11i17111 it
l II
�11 a ➢ it it 11 111
11 11 :1111
111. 1'x 7 a ➢ 11 111 1 111 11 11 `
II
aa;m99®19q I➢711 ]I 11 1 11
Rom.
*�='
•
d11
PROJECT: CARIBBEAN VILLAGE
Location: 19755 S.W.110th Court
Miami, Florida
PROJECT: NORTHSIDE COMMONS
Location: 8301 N.W. 27th Avenue
Miami, Florida
56
EXHIBIT "A"
SUBCONSULTANT CURRENT
DEVELOPMENTS AND COMPARABLE
PROJECTS
KAST CONSTRUCTION
PROJECT: YARD 8
Location: Midtown Miami, FL
28-story, 387-unit mixed -use project
PROJECT: BASK
Location: Ft. Lauderdale, FL
8-story, 310 unit, mixed -use
complex
PROJECT: THE MARK AT CITYSCAPE
Location: Boca Raton, FL
208 residential units, 23,000 sf of retail
space, and a 686 space garage.
T. A
w
y. Vie+ , 7E R � * PP..';1 ;,'1141041T4.
Py'r'SF r.,`fie:9 a1rx..
r ye
PROJECT: VANTAGE ST. PETE
Location: St. Petersburg, FL
11-story, 211-unit, mixed -use development
with first floor retail, 227 space parking deck,
and an abundance of community amenities.
57
EXHIBIT "A"
AFFORDABLE HOUSING BENEFITS
More than a laudable social goal, affordable housing has far-reaching impacts on economic growth,
opportunity, mobility, and equity. Housing costs represent the single largest component of total household
expenses for most American families; the larger the housing costs, the less disposable income these
households have for other necessities such as health care, transportation, education, and other quality
of life factors. Miami has the highest proportion of cost -burdened renters in the nation by a significant
margin. Six in ten (59.7%) of Miami's renters spend more than 30 percent of their income on housing, the
rate at which they are officially considered rent burdened. This disparity severely and disproportionately
affects racial minority communities. Affordable housing at the levels proposed by Coral Rock St. Agnes will
allow Overtown residents to spend considerably less on superior housing and permit them to remain in the
community. Residents retain a greater portion of their hard-earned income to be saved, invested, or used
for educational, medical, transportation, travel, and other necessities - all of which spurs financial growth
and improved quality of life for individuals and their local economy.
EMPLOYMENTAND OTHER ECONOMIC BENEFITS
Coral Rock St. Agnes anticipates the creation of approximately 900 temporary jobs during the construction
and development process and about 38 permanent jobs affiliated with retail and apartment management.
Local small businesses will benefit from opportunities in construction and managerial contracts. Individual
employment opportunities will range from construction jobs and skilled tradesmen to service, maintenance,
managerial and professional services. Small business startups will benefit from the incubator space that
provides finished retail space at greatly reduced rental rates.
Coral Rock St. Agnes member SACCDC will be instrumental in identifying individual candidates and small
businesses within the community to benefit from these economic opportunities. More specifically, Coral Rock
St. Agnes will:
Help ensure public awareness and participation with media campaigns and outreach to churches,
community organizations and local government agencies with special focus on low-income census
track areas identified by the City of Miami and Miami Dade County.
Host career fairs where candidates can meet with potential employers looking for skilled and unskilled
labor.
Identify local subcontractors and small business firms for construction and managerial contracts.
Provide temporary construction trades with skilled and unskilled general labor staffing solutions for
development projects.
With respect to entry level jobs in particular, Miami is experiencing a high demand for labor that exceeds its
potential pool of qualified workers. This disparity creates an excellent hiring opportunity for workers who
have the necessary preparation fora position but may lack prior experience, i.e. the first time hire or someone
moving to a new career. Importantly, these workforce dynamics also result in higher wages and increased
benefits, improving residents' quality of life.
Furthermore, having Frederick Douglas Elementary School as its immediate neighbor, SOUL of Overtown
Apartments presents a unique opportunity to address the challenge of teacher attrition in Miami-Dade's
public school system.
Exceptional housing a broad mix of units at affordable rates coupled with ht benefits of increased disposable
income and convenience will attract teachers and their families to SOUL of Overtown Apartments.
59
EXHIBIT "A"
HISTORICAL PRESERVATION
The history of St. Agnes Church spans more than 125 years.
Originated in 1898 by the Bahamian American community,
the church formally established a home for on N.W. 8th
street with land donated in 1901 by Henry Flagler for that
purpose. Due to the rapid growth of the church, its home
was moved to its current location at 1750 NW 3rd Avenue
in 1923. Construction of the new building was interrupted
by the Hurricane of 1926, until it was completed in 1930,
fourteen months after civil rights legend, Reverend John E.
Culmer, had been instituted as Rector for the church. During
his tenure, the church became the largest Episcopal church
of color in the South and the third Iargest forAfro-Americans
in the country.
Culmer was an early voice for eliminating segregation both
within his diocese and in the community at large. He and his
parishioners worked to enforce black suffrage and citizens
voting rights, counseled male juvenile delinquents and
men, worked to form the community's first black police force
designed to cut crime and police brutality, and supported the
naturalization of aliens in the 1930's and 40s. Importantly,
as witness to the overwhelming need in his community,
Rev. Culmer initiated a campaign for better housing and
improved sanitation for what was known as Miami's Central
Negro District, now known as Overtown. In 1937, the efforts
of the St. Agnes community led by Rev. Culmer resulted in
the first public housing project in Florida (and the second in
the nation,) "Liberty Square."
SOUL of Overtown Apartments seeks to preserve and build
upon the historic legacy by ensuring that Overtown remains
a place where its residents can afford to live, work and enjoy
its unique culture and history.
60
REFERENCES
EXHIBIT "A"
A REGIONS
May 9, 2024
Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136
Re: Victor Brown and David Brown
2800 Ponce de Leon Blvd, #1160
Coral Gables, Florida 33134
Dear Sir/Madam:
It is my privilege to recommend to you Victor Brown and David Brown, they are both
long valued customers of Regions Bank for over 30 years. Regions Bank has financed
multiple real estate transactions throughout Florida for the Brown's, during which time
Regions Bank provided well over $100 million in project financing. In addition, the
Brown's maintain various business and personal accounts with the Bank which have
been handled as agreed.
Regions Bank looks forward to a continued working relationship with the Brown's.
Sincerely,
Sincerely,
Mercedes Montalvo
Senior Vice President
Regions Bank
CC: Victor Brown
David Brown
162
EXHIBIT "A"
S NOVUS
May 14, 2024
Brian Zeltsman, RA
Director of Architecture and Development
Southeast Overtown / Park West
Community Redevelopment Agency
819 NW 2"d Avenue, 3'd Floor
Miami, FL 33136
Re: Stephen Alan Blumenthal
2800 Ponce de Leon Blvd, Suite # I160
Corot Gables, FL 33134-6919
To whom may concern:
Coral Gables Branch
221 Alhambra Plaza
Suite. b 100
Coral Gables, FL 33134
At the request of our client Stephen Alan Blumenthal, we are writing this letter to provide
additional information to you regarding his established relationship with our institution. Mr.
Blumenthal has had a deposit relationship with Synovus Bank since August 2006. The
relationship with our institution involved personal and business accounts maintained in
good standing with combined balances in the high six -figures.
If you have additional questions, please contact me at 305-756-2310. I can provide you
information except for those which are classified as confidential.
We give the foregoing information without any responsibility on the part of the Bank and
any of its officers.
Respectfully yours,
-Negri Mederos
Vice President
Retail Market Manager
163
EXHIBIT "A"
May 18, 2024
Re: Coral Rock Development Group
To Whom It May Concern:
I am pleased to give Coral Rock Development Group my highest recommendation. I base this on the six
years or more spent working directly with Coral Rock, but also on my firm's decades of experience with
each of its four managing partners in their prior individual business entities. I have found each of the
partners to personally possess the highest degree of competence, integrity and professionalism.
We have had the opportunity to work with Coral Rock on several multifamily projects. They clearly
understand the development business and its many challenges, whether those challenges relate to job site
conditions, regulatory impediments or changing market conditions. When the inevitable obstacles are
encountered, any or all of the Coral Rock partners have been readily available to lend their collective
experience, in collaboration with their development team, to make rapid and wise decisions. They have
always assembled an outstanding team of professionals and contractors, and they have proven their
leadership skills by fostering a positive working environment. This approach minimizes risk and
maximizes the opportunities for success for all of its stakeholders.
I recommend Coral Rock Development Group without reservation to anyone looking for an experienced
strategic real estate partner.
Please let me know if I can provide any additional information.
Sincerely,
Jo n R. Hall, P.E.
esident
Mobile: 786-299-9369
jrhall@ludovici-orange.com
[poi
LUDOVICI & ORANGE CONSULTING ENGINEERS, INC.
13727 SW 152nd STREET, #217 • MIAMI • FLORIDA 33186
PHONE (305) 448-1600
164
EXHIBIT "A"
icsts
April 17th, 2024
To Whom It May Concern,
1?PJ INC
CONSULTING ENGINEERS
I am writing to recommend Coral Rock Development Group. We have had the opportunity to work
with Coral Rock on multifamily projects and our experience has been phenomenal. Working with a
developer that understands the business and knows that making swift decisions is critical to the
success of the project is extremely important. Coral Rock has its finger on the pulse of today's
shifting market conditions, is an experienced developer, and is focused on managing risk and
achieving success for its stakeholders. The thing that stands out most is the accessibility of their
leadership and the strong sense of partnership that has carried us through the inevitable challenges. I
highly recommend them to anyone looking for a qualified strategic partner with a real interest in
collaboration.
For twenty plus years we have had the leisure of working with all the individuals that make up Coral
Rock Development Group, and the numerous stops they all had before collaborating here. I say with
no hesitation, it is always our pleasure to work jointly with individuals that work there and have
allowed us to ally in their success for the last twenty plus years we have known them.
Please let me know if I can provide any additional information.
Sincerely,
Adrian Pena
15:06:36-04'00'
Adrian Pena
Principal / Vice President
7432 SW 4SrH STREET, MIAMI, FL 33155 •PHONE: (3O5/G6G-3131 • FAX: 13051666-M131
E-MAIL: RPJ@APJMEP.CCM • WESSITE: WWW.RPJM EP.COM
165
EXHIBIT "A"
APPENDIX
EXHIBIT "A"
CHRISTINE KING
Boars! Chair
SECTION 5
5.0: RFP RESPONSE FORMS
JAMES MCQUEEN
Executive Director
5.1. RFP INFORMATION FORM
RFP No. 24-01: REQUEST FOR PROPOSALS — NW 12"' STREET AFFORDABLE HOUSING
DEVELOPMENT
I certify that any and all information contained in this RFP is true. I certify that this RFP is made
without prior understanding, agreement, or connections with any corporation, firm or person
submitting a REP for the same materials, supplies, equipment, or services and is in all respects
fair and without collusion or fraud. I agree to abide by all terms and conditions of the RFP, and
certify that I am authorized to sign for the proposer's firm. Please print the following and sign your
name:
Coral Rock St. Agnes Partners, LLC
Firm's Name
2800 Ponce de Leon Blvd, Suite 1160. Coral Gables, FL 33134
Principal Business Address
305-270-2228
Telephone
786-475-5958
Fax
mwohl@corairockgroup.com
E-mail address
Michael D. Wohl
Name
Authorized Representative
Title
+,4uthorizd Signature
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
16
67
EXHIBIT "A"
CHRISTINE KING
Board Chair
SECTION 5
5.0: RFP RESPONSE FORMS
JAMES MCQUEEN
Executive Director
5.1a. ACKNOWLEDGEMENT OF RECEIPT OF ADDENDUMS FORM
RFP No. 24-01: REQUEST FOR PROPOSALS — NW 12"' STREET AFFORDABLE
HOUSING DEVELOPMENT
I acknowledge the receipt and have familiarized myself with all addendums for this RFP, and
certify that I am authorized to sign for the proposer's firm. Any and all addendums can be found
on the SEOPW CRA website by the Response Submission Date. Please print the following and
sign your name:
Coral Rock St, Agnes Partners, LLC
Firm's Name
2800 Ponce de Leon Blvd, Suite 1160. Coral Gables, FL 33134
Principal Business Address
305 270-2228
Telephone
786 475-5958
Fax
mwohl@coralrockgroup.com
E-mail address
Michael D. Wohl
Name
Authorized Representative
Ti
7
Autho ized Signature
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
17
68
EXHIBIT "A"
CHRISTINE KING
Board Chair
5.2.1
STATE OF
} SS:
COUNTY OF
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
J AM ES MCQU EE N
Executive Director
NOT APPLICABLE
I HEREBY CERTIFY that a meeting of the Board of Directors of
, a corporation existing under the laws of
the State of , held on , 20 , and the following resolution
was duly passed and adopted:
"RESOLVED, that, as _ of the Corporation, be and
is hereby authorized to execute the Response dated, , 20 , for submission to
the Southeast Overtown / Park West Community Redevelopment Agency; and this Corporation and the
execution on its behalf thereof, attested by the Secretary of the Corporation, and with the Corporate Seal
affixed, shall be the official act and deed of this Corporation."
1 further certify that said resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporation this
, day of ,20
Secretary:
(SEAL)
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
69
EXHIBIT "A"
CHRISTINE KING
Board Chair
5.2.2 CERTIFICATE OF AUTHORITY
STATE OF
COUNTY OF
] SS:
JAMES MCQUEEN
Executive Director
I HEREBY CERTIFY that a meeting of the Peers-ef Mernbersot coral Rock SI. Agnes Partners, LLC
a limited liability company
organized and existing under the
laws of the State of Fforida held on May loth 20 24 the
following resolution was duly passed and adopted:
Company
"RESOLVED, that Michael D. Wohl asAuthorized Reprentative of the •rartnerslh+p, be
and is hereby authorized to execute the Response dated, May 21 st 20 24
the Southeast Overtown l Park West Community Redevelopment Agency, and
execution on its behalf, attested by the authorized person
Company
shall be the official act and deed of this fiekiarefe4ip."
I further certify that said resolution is now in full force and effect.
for submission to
Com a
this and
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May
—Seefeteet:•
(SEAL)
Victor Brown, Authorized Representative
2024
FAILURE TO COMPLETE, SIGN AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
9
70
EXHIBIT "A"
CHRISTINE KING
Board Chair
5.2.3 CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
STATE OF
COUNTY OF
}
) SS:
JAMES MCQUEEN
Executive Director
NOT APPLICABLE
I HEREBY CERTIFY that a meeting of the Principals of the
organized and existing under the laws of the State of
held on , 20
adopted:
, the following resolution was duly passed and
"RESOLVED, that as of the Joint
Venture be and is hereby authorized to execute the Response dated, 20 , for
submission to the Southeast Overtown ! Park West Community Redevelopment Agency, as an official act
and deed of this Joint Venture."
I further certify that said resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Secretary:
(SEAL)
FAILURE TO COMPLETE, SIGN AND RETURN THIS FOR MAY DISQUALIFY YOUR RESPONSE
20
171
EXHIBIT "A"
CHRISTINE KING
Board Chair
5.2.4 CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
STATE OF
COUNTY OF
}
) SS:
)
I HEREBY CERTIFY that as an individual I
JAMES MCQUEEN
Executive Director
NOT APPLICABLE
(Name of Individual)
and as a d/b/a (doing business as)
(if applicable)
exist under the laws of the State of Florida.
"RESOLVED, that, as an individual and/or d/b/a (if applicable), is hereby authorized to execute the
Response dated, 20 , for submission to the Southeast Overtown / Park West
Community Redevelopment Agency, as an individual and/or a going business concern with the a fictitious
name, (if applicable) and that my execution thereof, attested by a Notary public of the
State, shall be the official act and deed of this attestation."
further certify that said resolution is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Notary Public this
, day of , 20
NOTARY PUBLIC:
Commission No.:
personally know the individual/do not know the individual (Please Circle)
Driver's License #
(SEAL)
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
21
72
EXHIBIT "A"
CHRISTINE KING
Board Chair
5.3 DEBARMENT AND SUSPENSION
(a) Authority and requirement to debar and suspend:
JAMES MCQUEEN
Executive Director
After reasonable notice to an actual or prospective contractual party, and after
reasonable opportunity to such party to be heard, the SEOPW CRA shall have the
authority to debar a contractual party for the causes listed below from consideration
for award of SEOPW CRA contracts. The debarment shall be for a period of not fewer
than three (3) years. The SEOPW CRA shall also have the authority to suspend a
Proposer from consideration for award of SEOPW CRA contracts if there is probable
cause for debarment. Pending the debarment determination, the authority to debar
and suspend Proposer shall be exercised in accordance with regulations, which shall
be issued by the SEOPW CRA after approval by the SEOPW CRA Board of
Commissioners.
(b) Causes for debarment or suspension include the following:
1. Conviction for commission of a criminal offense incident to obtaining or atternpting
to obtain a public or private contract or subcontract, or incident to the performance
of such contract or subcontract.
2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery,
falsification or destruction of records, receiving stolen property, or any other
offense indicating a lack of business integrity or business honesty.
3. Conviction under state or federal antitrust statutes arising out of the submission of
bids or responses,
4. Violation of contract provisions, which are regarded by the SEOPW CRA to be
indicative of non -responsibility. Such violation may include failure without good
cause to perform in accordance with the terms and conditions of a contract or to
perform within the time limits provided in a contract, provided that failure to perform
caused by acts beyond the control of a party shall not be considered a basis for
debarment or suspension.
5. Debarment or suspension of the contractual party by any federal, state or other
governmental entity.
6. False certification pursuant to paragraph (c) below.
7. Any other cause judged by the SEOPW GRA to be so serious and compelling as
to affect the responsibility of the contractual party performing SEOPW CRA
contracts.
77
73
EXHIBIT "A"
CHRISTINE KING
Board Chair
JAMES MCQUEEN
'ExecutiveDirector
(c) Certification:
All contracts for goods and services, sales, and leases by the SEOPW CRA shall
contain a certification that neither the contractual party nor any of its principal owners
or personnel has been convicted of any of the violations set forth above or debarred
or suspended as set forth in paragraph (b) (5).
The undersigned hereby certifies that neither the contractual party nor any of its principal
owners or personnel has been convicted of any of the violations set forth above, or debarred
or suspended as set forth in paragraph (b) (5).
Company Name: Coral Rock St. Agnes Partners, LLC
Signature: — Michael D. Wohl, Authorized Representative
Date:
st, 2024
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
174
EXHIBIT "A"
CHRISTINE KING
Board Chair
FORM 'A'
JAMES MCQUEEN
Executive Director
NOT APPLICABLE
INFORMATION FOR DETERMINING JOINT VENTURE ELIGIBILITY
If the proposer is submitting as a joint venture, please be advised that this form MUST be
completed and the REQUESTED written joint -venture agreement MUST be attached and
submitted.
1. Name of joint venture:
2. Address of joint venture:
3. Telephone number:
4. List the firms/entities/individuals that comprise the joint venture:
5. Identify by name and firm, those individuals (and their titles) who are responsible
for the day-to-day management and policy decision making, including, but not limited to, those
with prime responsibility for:
(a) Financial decisions:
(b) Management decisions, such as:
(i} Estimating:
(ii) Marketing and sales:
(iii) Hiring/firing of management and non -management personnel:
(iv) Purchasing of major items or supplies:
(v) Supervision of field operations:
lA
75
EXHIBIT "A"
CHRISTINE KING
Board Chair
FORM 'A' (Continued)
JAMES MCQUEEN
Executive Director
NOTE: If, after filing this form and before the completion of the joint venture's work on the project,
there is any significant change in the information submitted, the joint venture must inform the
SEOPW CRA in writing.
The following Affidavit was must completed by the principal of each party participating in the joint
venture.
AFFIDAVIT
"The undersigned swears or affirms that the foregoing statements are correct and include all
material information necessary to identify and explain the terms and operation of the joint venture
and the intended participation by each member of the joint venture in the undertaking. Further,
the undersigned covenants and agrees to provide to the Southeast Overtown/Park West
Community Redevelopment Agency, ("SEOPW CRA") current, complete, and accurate
information regarding work performed by the joint venture in connection with the Project and any
proposed changes regarding any member of the joint venture relevant to the joint venture. Any
material misrepresentation will be grounds for terminating the Agreement between the SEOPW
CRA and the joint venture which may be awarded for the project.
Joint Ventures:
Name of Firm/Entity/individual:
Signature:
Printed Name of Signatory:
Title of Signatory:
Date:
Name of Firm/Entityllndividual:
Signature:
Printed Name of Signatory:
Title of Signatory:
Date:
Name of Firm/Entity/individual:
Signature:
Printed Name of Signatory:
Title of Signatory:
Date:
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE
7C
76
DIVISION OF CORF
\r
1— Elf
rbs
an official 3rarry u/'{7u lhi srr loside
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Florida Limited Liability Company
CORAL ROCK ST. AGNES PARTNERS, LLC
Filing Information
Document Number L24000219897
FEI/EIN Number 33-3647926
Date Filed 05/10/2024
Effective Date 05/10/2024
State FL
Status ACTIVE
Last Event LC AMENDMENT
Event Date Filed 05/29/2024
Event Effective Date NONE
Principal Address
2800 PONCE DE LEON BLVD.
SUITE 1160
CORAL GABLES, FL 33134
Mailing Address
2800 PONCE DE LEON BLVD.
SUITE 1160
CORAL GABLES, FL 33134
Registered Agent Name & Address
BROWN, VICTOR
2800 PONCE DE LEON BLVD.
SUITE 1160
CORAL GABLES, FL 33134
Authorized Person(s) Detail
Name & Address
Title MGR
CORAL ROCK DEVELOPMENT GROUP, LLC
2800 PONCE DE LEON BVD., SUITE 1160
CORAL GABLES, FL 33134
Title AMBR
ST. AGNES CHURCH COMMUN
1750 NW 3RD AVE
MIAMI, FL 33136
Annual Reports
Report Year Filed Date
2025 02/26/2025
Document Images
02/26/2025 -- ANNUAL REPORT View image in PDF format
05/29/2024 -- LC Amendment View image in PDF format
05/10/2024 -- Florida Limited Liability View image in PDF format
Florida Department of State, Division of Corporations