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HomeMy WebLinkAbout25658AGREEMENT INFORMATION AGREEMENT NUMBER 25658 NAME/TYPE OF AGREEMENT GROVE PROSPERITY PARTNERS LLC DESCRIPTION DECLARATION OF RESTRICTIVE COVENANTS/DEVELOPMENT OF GRAND BAHAMAS PLACE HOMEOWNERSHIP PROJECT/3655-3659 GRAND AVE & 3650 FLORIDA AVE/$4,120,000.00 /FILE ID: 17306/R-25- 0104/MATTER ID: 25-555/ #44 EFFECTIVE DATE June 11, 2025 ATTESTED BY NICOLE EWAN ATTESTED DATE 6/11/2025 DATE RECEIVED FROM ISSUING DEPT. 7/10/2025 NOTE a(-155 Prepared by, and after recording return to: Raymond Pereira, Esq. Assistant City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 3655-3659 Grand Ave and 3650 Florida Ave 33133 DECLARATION OF RESTRICTIVE COVENANTS FOR GRAND BAHAMAS PLACE (MIAMI FOREVER BOND FUNDS) This Declaration of Restrictive Covenants for Grand Bahamas Place (the "Covenant") made this 104 day of 3w+e , 2025 (the "Effective Date") by GROVE PROSPERITY PARTNERS LLC, a Florida limited liability company (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the fee simple owner of the property legally described in Exhibit "A," attached and incorporated hereto (the "Property"); and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City of Miami, ("City") a Florida municipal corporation. It shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $4,210,000.00 in Miami Forever Bond funds to Project Sponsor ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of affordable housing units for Low Income Households in the community to be known as Grand Bahamas Place (hereinafter referred to as the "Project"), which consists of a 5-story and 2-story mixed -use multifamily building located at 3655-3659 Grand Ave and 3650 Florida Ave, Miami, Florida 33133 to be located on the Property. The Project consists of fifty-six (56) residential apaituuent units, all of which will be Bond -assisted units (the "Bond -Assisted Units"), developed. on the Property and are all subject to the terms, covenants, and restrictions contained in this Covenant; and WHEREAS, the City's allocation of funds for the Project is subject to that certain Miami Forever Bond Loan Agreement for Grand Bahamas Place (the "Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the Bond Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds for the Property is required to record in the Public Records this Covenant obligating the Project Sponsor, its Page 1 of 7 successors, transferees, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Bond Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall be developed on the Property and Project Sponsor expects to develop approximately fifty-six (56) residential units on the Property, subject to applicable zoning and other requirements and approvals. All of the Project's residential units shall be Bond Assisted Units. Bond Assisted Units shall remain Affordable during the thirty (30) year Affordability Period; provided, however, a homeowner may sell its Bond Assisted Unit to an Low Income Household that has been income certified by the City, prior to the end of the Affordability Period, provided such selling homeowner complies with the resale restrictions set forth in the City's First -Time Homebuyer Program guidelines, in which case, the City shall release such Bond Assisted Unit from this Covenant and thereafter, such released Bond Assisted Unit shall no longer constitute a "Bond Assisted Unit" under this Covenant or the other Loan Documents. Subject to the foregoing, the Bond Assisted Units shall remain affordable to a person or household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low Income Households for the period of time commencing on the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The City Assisted Units shall be comprised as follows: eight (8) one-bedroom/one-bathroom units for Extremely Low Income Households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC; eight (8) one- bedroom/one half -bathroom units for Extremely Low Income Households whose annual income does not exceed, eighty percent (80%) of the median income for the area, as determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller and larger families and with certain exceptions as provided by FHFC; twenty-four (24) one-bedroom/one half - bathroom units for Low Income Households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC; eight (8) two-bedroom/one- bathroom units for Low Income Households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC; eight (8) one-bedroom/one half -bathroom units for Low Income Households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC; "Low Income Household" shall mean a household whose annual income does not exceed eighty percent (80%) Page 2 of 7 of the median income for the area, as determined by the FHFC, with adjustments and certain exceptions as provided by FHFC. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the Effective Date until the Expiration of the Affordability Period, subject to the terms of Section 2 above. The Affordability Period of this Project is thirty (30) years commencing on the date each homebuyer closes on the purchase of their home for each homebuyer. Upon the Expiration of the Affordability Period, or once the last Bond Assisted Unit is sold, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Other than as provided in the Loan Agreement, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without prior written consent as required by the Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization prior to the date of Project Sponsor's sale of the last Bond Assisted Unit owned by Project Sponsor, the Project Sponsor shall promptly make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. Notwithstanding anything to the contrary set forth herein, after Project Sponsor has sold the last Bond Assisted Unit owned by the Project Sponsor to a Low Income Household, Project Sponsor shall have no liability for repayment of the Loan or otherwise pursuant to this Covenant. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time upon reasonable prior notice during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and the Project Sponsor or their respective successors in interest. Should this instrument be modified, amended, or released, the City Manager, shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release, as necessary in order to comply with the City's Bond Requirements. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Page 3 of 7 Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant and subject to Section 2 hereof, each and every contract, deed, or other instrument hereafter executed conveying the Bond Assisted Units shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying a Bond Assisted Units provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant 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 Covenant must be brought 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. Section 13. Miami Forever Bond Funds. Project Sponsor acknowledges and agrees that this Covenant is intended to evidence and memorialize the use of proceeds of the Miami Forever Bond for the paramount public purpose of providing affordable housing in the City of Miami, Florida, as approved at referendum in November 2017. Project Sponsor acknowledges and agrees that the Project Sponsor entering into this Covenant is a material inducement to the City making the aforementioned Loan. Section 14. This Covenant is a covenant running with the land with respect to the Bond Assisted Units and shall terminate on the earlier of: (1) for each homeownership unit in the Project, thirty (30) years from the date of Close -Out of the Project, on which date this Covenant shall lapse and be of no further force and effect as to such homeownership unit or, (2) upon the recordation of a Termination or Partial Release of Covenant executed by the City. Section 15. Exclusion of Non -Residential Spaces. Notwithstanding anything to the contrary set forth in this Covenant, it is expressly understood and agreed that this Covenant and all terms, conditions, restrictions and requirements of this Covenant shall exclude, and shall not apply to, encumber, or otherwise restrict or affect the sale, transfer, conveyance, operation, maintenance, leasing or ownership of all or any portion of the non-residential spaces located on the Property, including without limitation any and all retail and multipurpose units and parcels. [Signature Page Follows] [Remainder of page intentionally left blank] Page 4 of 7 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. WITNESSES: Air►i%5 ) Y 7 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: PROJECT SPONSOR: GROVE PROSPERITY PARTNERS LLC, a Florida limited liability compan By: , Name: Ellen Buckley Title: Manager ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of 1Frphysical presence or O online notarization, this day of kiv`-ci , 2025 by Ellen Buckley, as Manager of Grove Prosperity Partners LLC, a Florida limited liability company. She/He is personally known to me or has produced VA, rjj2 VQ2J Lc. -as identification. (NOTARY PUBLIC SEAL) csogY PI* �JpQ 94'OF f`os- JASON GARCIA Commission # HH 111010 Expires July 30, 2025 Bonded ThN Budget Notary Services ) e of Person Taking ledgment , Typed, or Stamped Name of Notary \ ‘to 1v Serial Number, if any Page 6 of 7 CITY OF MIAMI, a municipal corporation of the State of Florida By: CITY OF MIAMI'S ADDRESS: 444 S.W. 2nd Avenue Miami, Florida 33130 Attention: Arthur Noriega STATE OF FLORIDA COUNTY OF MIAMI-DADE ArthufNorieg City Manager The foregoing instrument was acknowledged before me by means of L�J physical presence or O \online notarization, this ) day of 756 Y1 Q, , 2025 by Arthur Noriega V, as City Manager for the City of Miami, a municipal corporation of the State of Florida, on behalf of the municipal corporation. He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) SANDRA GILBERT MY COMMISSION # NH 623478 EXPIRES: AprA 20, 2029 Approved by Housing and Community Developmen Victor T. Turner Director Approved as to legal form and correctness: Pr kr George 4C. Wyson III. City Attorney (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 6 of 7 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY PARCEL 1 Lots 15 and 16, Less the South 10 feet, Block 25, of AMENDED PLAT OF THE JOSEPH T. FROW HOMESTEAD, according to the Plat thereof, as recorded in Plat Book B, Page 106, of the Public Records of Miami -Dade County, Florida. PARCEL 2 Lot 17, Block 25, AMENDED PLAT OF THE JOSEPH T. FROW HOMESTEAD, according to plat thereof as recorded in Plat Book B, Page 106, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the South 10 feet thereof conveyed to the City of Miami by Warranty Deed recorded in Official Records Book 3478, Page 381, re -recorded in Official Records Book 4974, Page 330, of the Public Records of Miami -Dade County, Florida. PARCEL 3 Lot 8, of Block 25, of AMENDED PLAT OF THE JOSEPH T. FROW HOMESTEAD, according to plat thereof, as recorded in Plat Book B, Page 106, of the Public Records of Miami -Dade County, Florida. a 5(-Qc'5 Page 7 of 7