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HomeMy WebLinkAbout25363AGREEMENT INFORMATION AGREEMENT NUMBER 25363 NAME/TYPE OF AGREEMENT CASA VALENTINA, INC. & DFI MUNDY LLC DESCRIPTION ARPA LOAN ASSIGNMENT, ASSUMPTION & CONSENT AGREEMENT/DEVELOP (8) UNITS OF AFFORDABLE HOUSING IN DISTRICT 2/MATTER ID: 23-2476/#54 EFFECTIVE DATE December 31, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/30/2024 DATE RECEIVED FROM ISSUING DEPT. 12/30/2024 NOTE Prepared by: Xavier E. Alban, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 After recording return to: Dollila Pinkhasov Property Manager City of Miami Department of Housing and Community Development 14 N.E. 1st Avenue, Second Floor Miami, FL 33132 Property Addresses: 3173 Mundy Street, Miami, FL 33133; 3121 Mundy Street, Miami, FL 33133 The attached ARPA Loan Assignment, Assumption and Consent Agreement dated as of December 31, 2024, by and among CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"), CASA VALENTINA, INC, a Florida not for profit corporation with its chief executive office at 2103 Coral Way Miami, Florida 33145 (the "Assignor"), and DFI MUNDY LLC, a Florida limited liability company with its chief executive office at 19 West Flagler Street, Suite 1001, Miami, Florida 33130 (the "Assignee"), modifies the following documents that have been recorded in the Public Records of Miami Dade County, Florida: 1. MORTGAGE AND SECURITY AGREEMENT FOR CASA VALENTINA, INC., dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2286-2299 of the Public Records of Miami -Dade County, Florida. 2. DECLARATION OF RESTRICTIVE COVENANTS FOR CASA VALENTINA, dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2300-2306 of the Public Records of Miami -Dade County, Florida. 3. RENT REGULATORY AGREEMENT FOR CASA VALENTINA, dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2307- 2315 of the Public Records of Miami -Dade County, Florida. 4. AMENDMENT NO.1 TO THE CASA VALENTINA LOAN DOCUMENTS, dated October 13, 2022, and recorded on October 17, 2022, in Official Records Book 33425, Pages 3866-3881 of the Public Records of Miami -Dade County, Florida. 5. AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENT FOR CASA VALENTINA, INC., dated October 13, 2022, and recorded on October 17, 2022, in Official Records Book 33425, Pages 3852-3865 of the Public Records of Miami -Dade County, Florida. MIADOCS 29141135 4 ARPA LOAN ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT This ARPA LOAN ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (the "Agreement") is made effective as of the 31 st day of December, 2024, by and among the CITY OF MTAMI, a municipal corporation of the State of Florida (the "City"), CASA VALENTINA, INC, a Florida not for profit corporation with its chief executive office at 2103 Coral Way Miami, Florida 33145 (the "Assignor"), and DFI MUNDY LLC, a Florida limited liability company with its chief executive office at 19 West Flagler Street, Suite 1001, Miami, Florida 33130 (the "Assignee"). The City, Assignor, and Assignee may be individually referred to as a "Party" or collectively as the "Parties." WITNESSETH: WHEREAS, the City has made that certain mortgage loan (the "ARPA City Loan") to Assignor evidenced by that certain note dated on or about August 24, 2022, as amended and restated by Amended and Restated Promissory Note dated October 13, 2022, in the original principal amount of $2,000,000.00, which is currently held by the City and is secured by a mortgage (the "ARPA Note"); and WHEREAS, the ARPA City Loan is evidenced and secured by the agreements, documents and instruments more particularly described on Exhibit "A," attached hereto and made a part hereof (the ARPA City Loan and such agreements, instruments, and all other documents executed in connection with the ARPA City Loan and as more particularly described on Exhibit "A," attached hereto and made a part hereof, are hereinafter referred to collectively as the "ARPA Loan Documents"); and WHEREAS, Assignee and Assignor entered into a certain Purchase and Sale Agreement dated as of May 6, 2024, as amended (the "Purchase Agreement"), pursuant to which Assignee will acquire the properties as legally described in Exhibit "B" (the "Properties"), attached hereto and made a part hereof (the "Sale Transaction"); and WHEREAS, the City Commission adopted Resolution No. R-24-0472 on November 21, 2024, authorizing the assignment and assumption of the ARPA Loan Documents to Assignee; and WHEREAS, in connection with the Sale Transaction, Assignor desires by this instrument to assign all of its rights, interests and obligations under the ARPA Loan Documents to Assignee, Assignee desires to assume all of Assignor's liabilities and obligations under the ARPA Loan Documents, and the City desires to consent to such assignment and assumption and the Sale Transaction, all upon the terms and conditions hereinafter set forth; and WHEREAS, as of the date first written above, the remaining balance of ARPA Funds available under the ARPA Loan Documents is Nine Hundred Forty -Three, Once Hundred Sixty - Seven and 00/100 Dollars ($943,167.00); and WHEREAS, Assignor and Assignee intend that the ARPA Loan Documents shall remain in full force and effect, except as specifically modified herein. MIADOCS 29141135 4 NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises and obligations of the parties, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment of the ARPA Loan Documents. Assignor does hereby assign, transfer and convey unto the Assignee all of Assignor's rights and interests in the ARPA Loan Documents and does hereby assign, transfer and convey unto the Assignee all of Assignor's duties and obligations under the ARPA Loan Documents, including, without limitation, Assignor's duties and obligations to pay and perform under, and as set forth in, the ARPA Loan Documents. 2. Assumption of the ARPA Loan Documents. Assignee does hereby assume all of the duties and obligations of Assignor set forth in the ARPA Loan Documents, including, without limitation, Assignor's duties and obligations to pay and perfonui under, and as set forth in, the ARPA Loan Documents. Assignee further agrees to abide by and be bound by all of the terms and conditions of the ARPA Loan Documents, all as though each of the ARPA Loan Documents had been made, executed and delivered by Assignee. 3. Consent. City hereby consents to the Sale Transaction and the assignment and assumption of the ARPA Loan Documents as described above, and subject to the satisfaction of the Conditions Precedent set forth below, and the full execution and delivery of this Agreement, agrees that the same shall not, in and of itself, cause an event of default under any of the ARPA Loan Documents. 4. Amendments to the ARPA Loan Documents: 4.1. General Amendments to the ARPA Loan Documents 4.1.1. All references in the ARPA Loan Documents to "Casa Valentina, Inc., a Florida not for profit corporation," shall be replaced with "DFI Mundy, LLC, a Florida limited liability company." 4.1.2. All references in the ARPA Loan Documents to City of Miami Resolution No. R- 21-0427 adopted on October 14, 2021, shall be replaced with City of Miami Resolution No. R-24-0472 adopted on November 21, 2024. 4.1.3. All references to the City of Miami Housing and Commercial Loan Committee ("HCLC") approval of January 26, 2022, shall be replaced with HCLC approval of October 29, 2024. 4.1.4. Each of the ARPA Loan Documents is hereby further amended by modifying any and all references to one another in order to refer to each other as amended by this Agreement. 4.2. The ARPA Loan Agreement for Casa Valentina, Inc. ("Loan Agreement"), is amended in the following particulars: 4.2.1. On page 1, the reference to ARPA ASSISTED UNITS is amended as follows: ARPA ASSISTED UNITS: Eight (8) of the Affordable Units shall be ARPA Assisted Units for eligible individuals; all eight (8) ARPA Assisted Units shall be allocated for Low Income Households. 4.2.2. On page 2, the first recital is amended as follows: MIADOCS 29141135 4 WHEREAS, the Project Sponsor is acquiring, in fee simple, of the real property described in Exhibit "A." The Project Sponsor is the acquiring Property so that it can construct a residential affordable housing project known as DFI Mundy (the "Buildings"), that will increase the supply of rental housing units for Low Income Households; and 4.2.3. On page 2, the second recital is deleted in its entirety. 4.2.4. Section 1.8 is amended as follows: ARPA Assisted Units, or Assisted Units: Eight (8) of the Project's residential units will be ARPA Assisted Units or Affordable Units for households/individuals. All eight (8) Assisted Units shall be allocated for Low Income Households. The payable rents on the ARPA Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the ARPA Assisted Units as provided in this Agreement, the Covenant, the other ARPA Loan Documents and the Legal Requirements, as applicable. The ARPA Assisted Units shall remain Affordable throughout the Affordability Period. 4.2.5. Section 1.16 is amended as follows: Project: The completed DFI Mundy rental housing development described as follows: Borrower is acquiring the Property using ARPA Funds, by virtue of its assumption of the ARPA Loan Documents. After the Property is purchased, Borrower will use remaining ARPA Funds to construct two (2) four-plexes on the Property, but in no event will the City disburse more that $2,000,000.00 in ARPA Funds to Borrower. Acquisition of the aforementioned properties will allow the Project Sponsor to develop an affordable housing rental development that will contain eight (8) affordable units. The Buildings on the Property shall be constructed in accordance with the Project Schedule/Scope of Work, attached hereto and incorporated herein as Exhibit "B," that will provide affordable housing opportunities in accordance with HUD income guidelines. 4.2.6. Section 2.1 is amended as follows: Use of Funds. The ARPA Funds must be used in connection with the acquisition of the real property located at 3173 Mundy Street Miami, FL 33133 and 3121 Mundy Street, Miami, FL 33133 and for associated hard construction costs, so that Borrower can construct safe and affordable housing for Low Income Households. Eight (8) of the Project's residential units will be ARPA Assisted Units for eligible Low -Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. Subject to the Parties amending the ARPA Loan Documents to include and encumber the Additional Properties, the City will disburse ARPA Funds, in compliance with the Disbursement Agreement and ARPA, to the Borrower so Borrower can purchase a portion of the Additional Properties. 4.2.7. Section 2.3C. is amended as follows: Notwithstanding any provision herein to the contrary, in the event that the Project Sponsor shall: MIADOCS 29141135 4 (i) Meet all of its obligations hereunder and under all of the ARPA Loan Documents executed in connection herewith; (ii) Commence construction within eighteen (18) months from the Effective Date of the ARPA Loan Assignment, Assumption and Consent Agreement; (iii) Complete construction, as evidenced by the issuance of a certificate of occupancy within twenty-four (24) months from the Effective Date of the ARPA Loan Assignment, Assumption and Consent Agreement; (iv) Have all ARPA Assisted Units rented within twelve (12) months from the issuance of the Project's certificate of occupancy, but in not event later than thirty- six (36) months from the Effective Date of the ARPA Loan Assignment, Assumption and Consent Agreement; (v) Throughout the Affordability Period, rent the ARPA Assisted Units to Low - Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, the Covenant, and the other ARPA Loan Documents; and (vi) Throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable, requirements hereof and in the other ARPA Loan Documents; then, in such event, the City may, in its sole and absolute discretion, cancel all remaining indebtedness on the Loan, cancel the ARPA Note (and deliver, or cause to be delivered, the cancelled original ARPA Note to the Project Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida). 4.2.8. Section 5.6 is amended as follows: Marketable Title. The Project Sponsor has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number Order Number 24121716) issued by Old Republic National Title Insurance Company, effective as of November 6, 2024 at 8:00 am, as endorsed. (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. 4.2.9. Section 6.1 is amended as follows: 6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth herein and on Exhibit "B" attached hereto. Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the ARPA Loan Documents executed in connection herewith, (b) commence construction within eighteen (18) months from the Effective Date of the ARPA MIADOCS 29141135 4 Loan Assignment, Assumption and Consent Agreement, (c) Complete construction, as evidenced by the issuance of a certificate of occupancy within twenty-four (24) months from the Effective Date of the ARPA Loan Assignment, Assumption and Consent Agreement, (d) have all ARPA Assisted Units rented within twelve (12) months from the issuance of the Project's certificate of occupancy, but in no event later than thirty-six (36) months from the Effective Date of the ARPA Loan Assignment, Assumption and Consent Agreement, (e) throughout the Affordability Period, rent the ARPA Assisted Units to Low -Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, the Covenant, and the other ARPA Loan Documents; and (f) throughout the Affordability Period, comply with all applicable ARPA Requirements and all applicable requirements hereof and in the other ARPA Loan Documents with regard to the ARPA Assisted Units. The tenant's portion of rents charged for ARPA Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 4.2.10. Section.12.8 is amended as follows: Notices and Contact. All notices under this Agreement shall be in writing and addressed as follows: To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: Victor Turner, Director With Copy To: George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 To Project Sponsor: DFI Mundy LLC c/o Registered Agent 19790 W Dixie Hwy, PH 3 Miami, FL 33180 With Copy to: Haber Law, LLP 251 NW 23 Street Miami, FL 33127 Attn: David Podein, Esq. Email: DPODEIN@HABER.LAW Website: WWW.HABER.LAW MIADOCS 29141135 4 Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. The Project Sponsor shall at any time and from time to time upon the request of the City, at Project Sponsor's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other ARPA Loan Documents. 4.2.11. Exhibit "B" Scope of Work /Project Schedule is replaced with the Amended Exhibit "B" Scope of Work /Project Schedule attached and incorporated in this Agreement as "Attachment 1." 4.2.12. Exhibit "C" Budget is replaced with the Amended Exhibit "C" Budget attached and incorporated in this Agreement as "Attachment 2." 4.2.13. Schedule "A" Permitted Senior Financing is amended to include the following Permitted Senior Financing: Non -Revolving Construction Line of Credit ("NRCLOC") from Intercreditor Bank, N.A., national association, to Borrower in the estimated amount of $1,505,368.00, or other fmancing on reasonable commercial terms from another senior lender or HUD ("Senior Lender"), evidenced by a Promissory Note and secured by a Mortgage both from Borrower in favor of Senior Lender. 4.3. The Amended and Restated Mortgage and Security Agreement is amended by the Second Amended and Restated Mortgage and Security Agreement. 4.4. The Amended and Restated Promissory Note (American Rescue Plan Act of 2021 "ARPA" Funds) for Casa Valentina, Inc. is amended by the Second Amended and Restated Promissory Note (American Rescue Plan Act of 2021 "ARPA" Funds) for DFI Mundy. 4.5. The Rent Regulatory Agreement for Casa Valentina is amended by the Amended and Restated Rent Regulatory Agreement for DFI Mundy. 4.6. Except for the amendments made in this Agreement, the Disbursement Agreement remains unmodified. 4.7. The Declaration of Restrictive Covenants for Casa Valentina is amended by the Amended and Declaration of Restrictive Covenants for DFI Mundy. 4.8. The Assignor and Assignee agree to execute, deliver, and, if necessary, record any additional agreements, instruments, or other documents necessary in furtherance of this Agreement or as may be required by the City. 5. Conditions Precedent. As conditions precedent to this Agreement and to the City's agreements contained herein and its performance of its obligations hereunder, Assignor and Assignee agree that each of the following items will be completed and/or conditions satisfied and agree to deliver each of the following items to the City, no later than the time of their collective execution of this Agreement, each of which must be satisfactory in form and content to the City in MIADOCS 29141135 4 its sole discretion and each of which is a condition precedent to this Agreement (the "Conditions Precedent"): 5.1. No Event of Default. Assignor shall not have received any written notice from the City alleging any default, nor shall any condition exist that with the passage of time, giving of notice, or both, would become a default, under the ARPA Loan Documents, which will not be cured by the respective parties' execution and delivery of this Agreement. As of the date first written above, none of the parties have issued or received any notices of default from any party to this Agreement as it relates to this Project, the original ARPA Loan Documents, or any other agreements, documents, or instruments relating to this Project. 5.2. Assignor's Performance; Representations, Warranties and Covenants. Assignor and Assignee shall have timely and fully performed each of their respective agreements and obligations contained herein and in the ARPA Loan Documents as modified by this Agreement, and all of the representations, warranties, covenants and conditions contained herein and in the ARPA Loan Documents shall be and remain true and correct in all material respects (except for representations and warranties which relate solely to an earlier date, time or circumstance) or shall have been completed to the City's satisfaction, as same are modified by this Agreement. 5.3. Completion of Sale Transaction. Assignor and Assignee shall have completed the Sale Transaction, and Assignee shall have subsequently acquired good, marketable and insurable title to the real property described in the deed and the other assets of Assignor described in the Purchase Agreement, each entered into in connection with the Sale Transaction and subject to the liens of the ARPA Loan Documents. 5.4. Payment of Costs, Fees, etc. Assignee shall pay and/or reimburse the City for all costs and expenses incurred or suffered by the City in connection with this Agreement, including, without limitation, recording costs, attorneys' fees, and fees of other professionals, if applicable, or otherwise applicable to the transactions which are the subject hereof, including, without limitation, applicable documentary stamp tax. 5.5. Further Action. Assignor and Assignee shall take such other action and deliver such other documentation, as is reasonably required by the City under this Agreement. 6. Assignor's and Assignee's Representations. As a condition of the City's consent to the Sale Transaction and the assignment and assumption of the ARPA Loan Documents, the Assignor and Assignee each represent and warrant to the City as to themselves but not the other that the following representations are true on the date hereof and will remain true during the term of this Agreement: 6.1. Setoff, etc. No such party has any claim or counterclaim against the City under, right of setoff against or defense to the enforcement of the ARPA Loan Documents. 6.2. No Violation. The consummation of the Sale Transaction and/or the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herein do not and will not violate the organizational documents of Assignor or Assignee, as applicable, or any applicable law or constitute an event of default under any material contractual obligation of Assignor or Assignee. 6.3. Authority. Assignor and Assignee each have the power, authority and the legal right to make, deliver and perform their respective obligations under this Agreement and the MIADOCS 29141135 4 ARPA Loan Documents, and have each taken any and all action to authorize this Agreement, and as to Assignee, to authorize the performance of the ARPA Loan Documents to which it is a party and to pledge its property as contemplated by this Agreement and the ARPA Loan Documents. This Agreement has been duly executed and delivered by Assignor and Assignee, and constitutes the legal, valid and binding obligation of each and all of such parties, enforceable in accordance with its terms and not subject to rescission, invalidation, nullification or other avoidance. There are no actions, suits or proceedings pending or to the best of Assignor's or Assignee's knowledge, threatened against or affecting any of the assets of Assignor or Assignee or which, if adversely decided, would adversely affect Assignor's or Assignee's ability to perform its obligations under the ARPA Loan Documents, or involving the validity of or enforceability of this Agreement or any of the ARPA Loan Documents or any of the other instruments, documents, or agreements described herein, or as modified and amended hereby, or the priority of any lien thereof, in any court, at law, or in equity, or before any administrative agencies or other governmental authority, except for those set out in the ARPA Loan Documents. 6.4. Opportunity to Review. Assignee and Assignor have received copies of, and have been afforded ample opportunity to review, all of the ARPA Loan Documents. Assignee and Assignor have also been afforded ample opportunity to seek the advice of independent legal counsel prior to the execution of this Agreement and any other agreements, instruments, or documents required by or in furtherance of this Agreement. 6.5. Financial Information. All fmancial information and other information provided to the City by Assignee was true and correct as of the date provided to the City and remains true and correct in all material respects as of the date of this Agreement. 6.6. Representations and Warranties in ARPA Loan Documents. Assignee's representations and warranties contained in the ARPA Loan Documents are true and correct in all material respects as of the date hereof, with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date), subject to the qualification that any representations and warranties are subject to the amendments set forth in this Agreement. 6.7. Solvency. There is not now pending against Assignor or Assignee any petition for relief, whether voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangements under the federal bankruptcy laws of the United States or the laws of any state thereof, nor has any other action been brought against Assignor or Assignee under the aforesaid bankruptcy laws or other laws. The conveyance of the Properties in connection with the Sale Transaction by the Assignor to the Assignee is made for valuable consideration and is not made to avoid debt or defraud existing creditors of any parties hereto. After giving effect to the ARPA City Loan described in the ARPA Loan Documents and this Agreement, and to the conveyance of the Properties in connection with the Sale Transaction by the Assignor to the Assignee, Assignor and Assignee will each have assets having a fair market value in excess of the amount required to timely pay its respective, liabilities on existing debts as they become due in the ordinary course of business, and each has, and will have, access to adequate capital for the conduct of its business and the timely payment of its debts from time to time incurred in connection therewith as such debts mature. MIADOCS 29141135 4 6.8. Taxes. All Assignor's and Assignee's taxes are current, and all returns will be filed by the appropriate due dates. 6.9. Foreign Person. Neither Assignee nor Assignor is a "foreign person" within the meaning of Section 1445 or 7701 of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder as from time to time in effect (the "Code"). 6.10. Foreign Assets Control Regulations. Assignee and its affiliates are and will remain in compliance in all respects with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and all regulations issued pursuant to it. Neither Assignee nor any affiliate of Assignee (i) is a person or entity designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the "SDN List") with which a U.S. person or entity cannot deal with or otherwise engage in business transactions, (ii) is a person or entity who is otherwise the target of U.S. economic sanctions laws such that a U.S. person or entity cannot deal or otherwise engage in business transactions with such person or entity, or (iii) is controlled by or under common control with (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law. 6.11. Anti -Terrorism Law. Assignee and its affiliates are in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, and (ii) the Patriot Act (as defined in Section 10(a) below). No part of the proceeds of the ARPA City Loans will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977. 6.12. Records Retention. The Assignee shall be not be liable or responsible for any violations of Section 6.3 of the Loan Agreement, for Contract Records for which Assignee is the custodian, or any other records retention requirements prior to the date first written above. The Assignor shall be not be liable or responsible for any violations of Section 6.3 of the Loan Agreement, for Contract Records for which Assignee is the custodian, or any other records retention requirements after the date first written above. However, Assignor shall maintain all records required to be retained during its performance of the Loan Agreement or transfer said records to the City. 7. Modifications in General. 7.1. General. All the ARPA Loan Documents shall be and are hereby modified and amended to reflect the terms of this Agreement. MIADOCS 29141135 4 7.2. No Conflicts. It is the intention of the parties that this Agreement and the ARPA Loan Documents be interpreted in a consistent manner; provided, however, in the event of any • irreconcilable conflict in the provisions of this Agreement and the provisions of any of the ARPA Loan Documents, the provisions of this Agreement shall control. 7.3. Full Force and Effect. Except as modified herein, the ARPA Loan Documents are hereby affirmed and reaffirmed and remain unchanged and in full force and effect. The Assignee does hereby ratify, confirm, affirm and reaffirm the ARPA Loan Documents, as modified and amended hereby. The terms of the ARPA Loan Documents are hereby incorporated into this Agreement and modified and amended as stated herein. 8. Priority/Modification. This Agreement may be presented as evidence of the obligation of Assignee to repay the indebtedness evidenced by the ARPA Loan Documents. Notwithstanding the foregoing, it is expressly understood and agreed that: (i) this Agreement is a modification of the ARPA Loan Documents and not a novation; (ii) except as expressly modified hereby, the ARPA Loan Documents shall remain in full force and effect and this Agreement shall have no effect on the priority or validity of the liens set forth in the ARPA Loan Documents nor impair any security now held for the indebtedness evidenced by the ARPA Loan Documents, nor waive, annul, vary or affect any provision, condition, covenant or agreement contained in any of the ARPA Loan Documents, except as may be specifically modified herein, nor affect or impair any of City's rights, powers or remedies under the ARPA Loan Documents; and (iii) except as stated herein, the City expressly reserves all rights as to recourse on the ARPA Loan Documents. Nothing set forth herein shall affect the priority or extent of the lien of any of the ARPA Loan Documents, nor, except as expressly set forth herein, release or change the liability of any party who may now be or after the date of this Agreement become liable, primarily or secondarily, under the ARPA Loan Documents. 9. Complete Release of City. Assignor and Assignee, jointly and severally, unconditionally and irrevocably release and forever discharge the City, its Board of City Commissioners, its successors, assigns, agents, employees and attorneys (collectively, the "Indemnitees") from all Claims, as defined below, and jointly and severally agree to indemnify Indemnitees and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every kind or character in connection with the Claims or the transfer of the property pursuant to the Sale Transaction. As used in this Agreement, the term "Claims" shall mean any and all possible claims, demands, actions, costs, expenses and liabilities whatsoever, known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, which the Assignor and Assignee, or any of the respective partners, members, managers, officers, directors, agents or employees, may now or hereafter have against the Indemnitees, if any, and irrespective of whether any such Claims arise out of contract, tort, violation of laws or regulations, or otherwise in connection with any of the ARPA Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting or receiving interest in excess of the highest lawful rate applicable thereto and any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of Indemnitees. Assignor and Assignee agree that the City has no fiduciary or similar obligations to Assignor or Assignee and that their relationship is strictly that of creditor and debtor. This release is accepted by the City pursuant to this Agreement and shall not be construed as an admission of liability on the part of the City. Notwithstanding anything contained herein to the contrary, this Section 9 shall not apply to claims arising from the City's gross negligence or willful misconduct. MIADOCS 29141135 4 10. Assignor Release. As of the effective date of this Agreement, Assignor is and shall be forever released from any and all liabilities for payment of the indebtedness and all other obligations evidenced or secured by the ARPA Loan Documents. 11. Outstanding Principal Balance. The City acknowledges that the current outstanding principal balance of the Note is $1,056,833.00 of the $2,000,000.00 awarded. The City acknowledges that remaining available funds for hard constructions costs is $943,167.00. 12. Recordation. The recording of this Agreement in the Public Records of Miami -Dade County, and such other documents as may be necessary or advisable to consummate the transaction contemplated hereby, shall evidence the Closing of the transaction described herein ("Closing"). 13. Miscellaneous. 13.1. Patriot Act Notice. The City hereby notifies Assignee that pursuant to the requirements of the USA PATRIOT Act ("Patriot Act"), it is required to obtain, verify and record information that identifies Assignee, which information includes the name and address of Assignee and other information that will allow the City to identify Assignee in accordance with the Patriot Act. Assignee agrees to, promptly following a request by the City, provide all such other documentation and information that the City requests in order to comply with its ongoing obligations under the Patriot Act. 13.2. Governing Law; Venue: and Attorneys' Fees. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in a court of competent jurisdiction in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The Parties both waive any defense that venue in Miami -Dade County is not convenient. In the event litigation, arbitration, or mediation, between the Parties hereto, arises out of the terms of this Agreement, each Party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 13.3. Invalidity. If any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable, in whole or in part, it will be deemed omitted to that extent and all other provisions of this Agreement will remain in full force and effect. 13.4. Modifications in Writing. No amendment, change, or modification of this Agreement shall be valid unless the same is in writing, signed by all parties hereto, and, if applicable, recorded in the public records of Miami -Dade County. 13.5. Captions. The captions contained in this Agreement are for convenience of reference only and in no event define, describe or limit the scope or intent of this Agreement or any of the provisions or terms hereof. 13.6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns, provided, however, that neither Assignor nor Assignee shall assign this Agreement, any of the ARPA Loan Documents, or any of their respective rights, interests, duties or obligations hereunder or thereunder in whole or in part without the prior written consent of the City, which may be withheld in the City's sole discretion, and that any such assignment (whether MIADOCS 29141135 4 voluntary or by operation of law) without said consent shall be void. This Agreement shall not be amended, changed, or modified except in writing pursuant to Section 13.4 of this Agreement. 13.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed Agreement upon request. 13.8. Waiver. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the Party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 13.9. Entire Agreement. This Agreement and the ARPA Loan Documents, as amended, represent the final agreement between the Parties and may not be contradicted by evidence or prior, contemporaneous or subsequent oral agreements. There are no unwritten agreements between the Parties. 13.10. Costs and Expenses. Assignee shall pay to the City at the time of execution of this Agreement or on demand any and all costs and expenses incurred in entering into this Agreement, including, without limitation, legal expenses and attorney's fees, and recordation fees incurred by the City in connection with this Agreement. 13.11. Anti -Human Trafficking. The Assignee confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Assignee shall execute and submit to the CITY an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "C." If the Assignee fails to comply with the terms of this Section, the CITY may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CITY be liable to Assignee for any additional compensation or for any consequential or incidental damages. The Assignor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Assignor shall execute and submit to the CITY an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "D." If the Assignor fails to comply with the terms of this Section, the CITY may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CITY be liable to Assignor for any additional compensation or for any consequential or incidental damages. MIADOCS 29141135 4 [Signature Page Follows] [Remainder of page intentionally left blank] MIADOCS 29141135 4 IN WITNESS WHEREOF, the parties have executed this Loan Assignment, Assumption and Consent Agreement by their duly authorized representatives on the day and year first written above. ATTEST: Todd 01111. City lerk Date: APPROVED REQUI Ann -Marie Director of rpe k Management CE APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: Victor T. Turner Director of the Department of Housing and Community Development STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: C'2/ �(Gia...+` s (oe had o,L Arthur Noriega V City Manager APPROVED AS TO FORM AND CORRECTNESS: or e K. Wysong III City Attorney XL a? 3"aS'IG ACKNOWLEDGMENT The foregoing instrument was acknowledged before me notarization, this 30 day of December, 2024 t.r itAenegi Florida municipal corporation.3Ie is son era y known identification. by means of D iysical presence or El online ity'Manager of City of Miami, a to me or hasJproduced ,,,, „............................., ed/(11) Ad /-'a V ile��ti.. EDITH MCCRAY Print'' Notary Public - State of Florida I'd • ifs Commission # HH 471900 Tor r` My Comm. Expires Dec 10, 2027 Bonded through National Notary Assn. ` Notary Public, State of Florida at large Apullow as MIADOCS 29141135 4 WITNESSES Print Name: ,1474 gra 6-cer/g/eieEZ Print Name: b-edO✓� 4 . tsioiI70 STATE OF FLORIDA COUNTY OF MIAMI-DADE ASSIGNOR: CASA VALENTINA, INC, a Florida not for profit corporation ACKNOWLEDGEMENT Janice Graham, as Executive Director The foregoing instrument was acknowledged before me by means of l3A"physical presence or O online notarization, this ,2%day of December, 2024 by Janice Graham, as Executive Director of Casa Valentina, Inc., a Florida not -for -profit corporation. She is personally known to me or has produced FL DJ�•teio iiceutas identification. (NOTARY PUBLIC SEAL) MIADOCS 29141135 4 Signa u e of Person Taking Acknowle (Printed, Typed, or Stamped Name of Notary Public) Title or Rank 20�;gY P6ei%, MARTAGUTIERREZ * =t * Commission # HH 304028 90F F_0Qo Expires September 15,2026 (Signature Page) Loan Assignment, Assumption and Consent Agreement WITNESSE Print Name: Print Name: .rz% yeieR i- PROJECT SPONSOR'S ADDRESS: DFI MUNDY, LLC 19 West Flagler Street Suite 1001 Miami, FL 33130 Attention: Irving Weisselberger STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: ASSIGNEE: DFI MUNDY, LLC, liability company BY: DRAGONFLY LLC, a Florida company, its manager a Florida limited INVESTMENTS, limited liability Irving Weisselberger Title: Manager ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of ®'physical presence or O online notarization, this `day of December, 2024 by Irving Weisselberger as Manager of Dragonfly Investments, LLC, a Florida limited liability company, the manager of DFI Mundy, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) JULIE QUITTNER Commission #HH181787 My Commission Expires October 5, 2025 Number, if any MIADOCS 29141135 4 nature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial (Signature Page) Loan Assignment, Assumption and Consent Agreement EXHIBIT "A" ARPA LOAN DOCUMENTS 1. ARPA LOAN AGREEMENT FOR CASA VALENTINA, INC., dated on or about September 6, 2022. 2. PROMISSORY NOTE (AMERICAN RESCUE PLAN ACT OF 2021 "ARPA" FUNDS) FOR CASA VALENTINA, INC., dated on or about September 6, 2022. 3. MORTGAGE AND SECURITY AGREEMENT FOR CASA VALENTINA, INC., dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2286-2299 of the Public Records of Miami -Dade County, Florida. 4. DECLARATION OF RESTRICTIVE COVENANTS FOR CASA VALENTINA, dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2300-2306 of the Public Records of Miami -Dade County, Florida. 5. RENT REGULATORY AGREEMENT FOR CASA VALENTINA, dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2307-2315 of the Public Records of Miami -Dade County, Florida. 6. DISBURSEMENT AGREEMENT FOR CASA VALENTINA, INC., dated on or about September 6, 2022. 7. AMENDMENT NO.1 TO THE CASA VALENTINA LOAN DOCUMENTS, dated October 13, 2022, and recorded on October 17, 2022, in Official Records Book 33425, Pages 3866-3881 of the Public Records of Miami -Dade County, Florida. 8. AMENDED AND RESTATED MORTGAGE AND SECURITY AGREEMENT FOR CASA VALENTINA, INC., dated October 13, 2022, and recorded on October 17, 2022, in Official Records Book 33425, Pages 3852-3865 of the Public Records of Miami -Dade County, Florida. 9. AMENDED AND RESTATED PROMISSORY NOTE (AMERICAN RESCUE PLAN ACT OF 2021 "ARPA" FUNDS) FOR CASA VALENTINA, INC., dated October 13, 2022. 18 MIADOCS 29141135 4 EXHIBIT "B" LEGAL DESCRIPTION OF THE PROPERTIES Legal Description of 3121 Mundy Street, Miami, FL 33133: Lot 12, of CHARLES M. MUNDY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 15, at Page 29, of the Public Records of Miami -Dade County, Florida. Legal Description of 3173 Mundy Street, Miami, FL 33133: Lot 5, of Charles M. Muncy, a subdivision, according to the Plat thereof, as recorded in Plat Book 15, Page 29, of the Public Records of Miami -Dade County, Florida. 19 MIADOCS 29141135 4 EXHIBIT "C" ANTI -HUMAN TRAFFICKING AFFIDAVIT (ASSIGNEE) 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental ntlty/In Idual: Name: lire+" Signature: Office Title: �� A /i I ArAAw Z. )1/3/ Email Address: Attk, ? Da. j® j/ te. -Main Phone Number: 36 $ 20 MIADOCS 29141135 4 EXHIBIT "D" ANTI -HUMAN TRAFFICKING AFFIDAVIT (ASSIGNOR) 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongove ental Entity/Individual: Ca s �' `f Q'' \r-e-�-�-.�' 'l ) I c Name: cn- .cr _ ram. G K r" Title: e�u.-%ve .�ktecA-D. Signature: -- - Office Address: 2 to 3 Co-rec.‘ 1jVG4.-A ' VA%oven, ,-;:E • 3S1`i<- Email Address ( reCcca ce..ke4\ Main Phone Number: • orj IDS- 014 4 - 01 40 21 MIADOCS 29141135 4 Attachment 1 Amended Exhibit "B" Scope of Work /Project Schedule DRAGONFLY --,NVESTMENTS THE VISION: DFI Mundy Affordable Housing Development DFI Mundy Affordable Housing Development will have 8 units, on two separate lots located at 3121 and 3173 Mundy Street in Coconut Grove, FL. Each four-plexwill host 3-bedroom, 2-bathroom units in order to give families a better life. The units will feature in -unit washers and dryers, a feature not often found in smaller, affordable developments. By using durable materials, and some clever design styles to reduce maintenance costs in the future, the units will be easy to operate and maintain for years to come. 3173 Mundy Street currently has a coral rock house, built in 1926. Due to historic preservation practices that aim to preserve this type of Florida vernacular, the house cannot be demolished. The project will repurpose the 813-square-foot home as a lobby for the four affordable units. The peaked roofline of the existing cottage will be mirrored by the addition in order to maintain a symmetry of style and scale. The coral rock vernacular will also inform the style of the addition; a Florida vernacular wood frame cottage style will be applied in order to blend the old with the new seamlessly. 3121 Mundy Street is currently a vacant lot. The Florida vernacular wood frame cottage style will also be applied to the new construction of the units in order to deliver harmony from a visual perspective on the street. This style will also blend in with the existing neighboring buildings so that the style and scale work together as people pass by, so that neither of the new buildings will be visually jarring. The DFI Mundy Affordable Housing Development came to light when it became apparent that the previous applicant, Casa Valentina, could not perform its development duties as agreed and funded by the City of Miami through the ARPA and CDGB programs. This project, white seeing a reduction in affordable housing units (Casa Valentina promised to deliver 50 units previously), is in everyone's best interest; Casa Valentina will be released from a project it could not deliver, the City will not have to take back the properties, and the community will get 8 new 3-bedroom units which is a unit size needed in the Grove. Page ( 2 22 MIADOCS 29141135 4 Project Schedule 3131 Mundy St Schedule Jan 6, 2025 - March 17, 2025 March 17, 2025 - January 7, 2026 Jan 15, 2026 - March 15, 2026 December 1, 2025 - Jan 15, 2026 4/1/2026 10 Weeks Design / Construction Documents /Apply for Permit 10 Months Module Building in Factory Site Work / Foundation 8 Week Install CO 3173 Mundy St Schedule Jan 6, 2025 - March 17, 2025 10 Weeks Design / Construction Documents / Apply for Permit March 17, 2025 - January 7, 2026 10 Months permitting Jan 15, 2026 - September 15, 2026 Site Work / Foundation December 1, 2025 - Jan 15, 2026 9 Month Construction Period 10/1/2026 CO [Remainder of page intentionally left blank] MIADOCS 29141135 4 23 Attachment 2 Amended Exhibit "C" Budget Development Budget: Land S440,846 Hard Cost S2,409,342 Soft Cost S368,914 Developer Fee S116.082 Total Development Cost S3,335,184 City of Mimi - Department at Community D.»tapment COST ALLOCATION REPORT FIMnein0 Zooms' 20.otfy Marne Trial Project 56 02 MFE Funds ARPA BAMK LOAN Other. Equgy Investment Land Aoitulcnlon ;440816 13.129. ;44C.ti46 Hand Cods ;53633.5 ;1217,945 ;0 Construction and. 3!hvortl 11,794,..3 '_: 63% .^.ansav✓Sar emergency 8312,762 939% ;121811 $191,1E1 Consbucuarc CanaelNBoll Test $11,500 034% ;7,281 $3,839 Aiolances 432,OD0 0 96% ;32L130 Oonstrucion 3upernsion 898.802 896% ;219.946 ;78,954 Total Hari Cock 32,405,342 ..2=.:1. - id S790,142 t1,3s8,660 *5 8273,644 log $16,000 ;10,937 85,063 Arch Design, Civil En0►3einn0 0.49% impact a School Fees O01% i0 ;0 Ptsmtis, Fees ;ZI.850 093% $14.42 88,590 Legal 515,000 0451. 10 ;15,000 90 Licenses , EnWorinental f U01 Fees $15,803 0 _ 9% 8'3.53s 36,256 Aaornsali Surveys $2,800 009% $1,914 ;906 Inorarse: Constriction Period 452,643 190% 821,180 831,660 Marte5ng 1 Advertising 001% 80 ;0 Wan Closing i=P.aricho Fees i16,500 04?% ;112 9 65.221 interest l Carrying Casts ;169�3 5.091. ;502D1 6119,152 Tine insureme & Reaming ;10,030 C32% 86,635 63,165 Tam 524,712 0.74% 916,693 47,821 Construdioc Acctg 12,400 007% ;2,400 for Use by City: Gryincuned comb 812A00 032% 89,154 ;946 ;0 H0 Devetootfo Fees a Overhead ;116062 3.49% $116,022 3o11 Cost Contingency 20,657 0264 88,657 Total ;on Coots ital4 55 14_4c% - ;0,164 *t47,026 8108,812 15 H153,006 Total Pr13j501 Cost 53,336,114 10003% - 5460,001 0043,147 81,406,345 35 ;439,040 Pervert of City Furling io TDC Total Units aliaribar of City Unite Parotid of City Un11c to Total Unit City &obeldy Per Aaaiited Unit 41.77% 0 0 1001i Total tonere Footage 10,a"b"O Total Cost per 31F $315.03 Total LMable Ana 10,560 Total Livable Area of City ACGI*CM Units 10,560 Parotid of City Ana to Total 10016 a 5 3u3 MIADOCS 29141135 4 24