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HomeMy WebLinkAbout25659AGREEMENT INFORMATION AGREEMENT NUMBER 25659 NAME/TYPE OF AGREEMENT GROVE PROSPERITY PARTNERS LLC DESCRIPTION DISBURSEMENT AGREEMENT/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 9,6 k-Q-5' DISBURSEMENT AGREEMENT FOR GROVE PROSPERITY PARTNERS, LLC (MIAMI FOREVER BOND FUNDS) This Disbursement Agreerent for Miami Forever Bond funds ("Disbursement Agreement") is made as of this l 1 day of tune , 2025 by and between GROVE PROSPERITY PARTNERS LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as Grand Bahamas Place (the "Project"), that will increase the supply of affordable housing units for Low Income Households in the community; and WHEREAS, on February 25, 2025, City's Housing and Commercial Loan Committee ("HCLC") approved the allocation of Miami Forever Affordable Housing Limited Ad Valorem Bond ("Bond") funds in the amount of Four Million Two Hundred Ten Thousand and 00/100 Dollars ($4,210,000.00) for the construction of the Project and the Property's acquisition ("Bond Funds") of which Two Million Two Hundred Thousand and 00/100 Dollars ($2,200,000.00) will be used for acquisition and Eight Hundred Thousand and 00/100 ($800,000.00) will be used for the Project's construction ready costs of the Project as further described in the Loan Agreement (as defined below) (the "Construction Ready Costs"); and WHEREAS, on March 13, 2025, the City Commission adopted Resolution No. R-25-0104 approving the allocation of Bond Funds, in accordance with the terms and conditions of the HCLC Memo, in the amount of Four Million Two Hundred Ten and 00/100 Dollars ($4,210,000.00) for the construction of the Project and the Property's acquisition; and WHEREAS, the funding commitment of the City to the Project Sponsor for the Bond Funds is more fully described in that certain Miami Forever Bond Loan Agreement of even date herewith (the "Loan Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the Bond Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This Disbursement Agreement establishes the conditions to the City's obligation to loan the Bond Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Disbursement Agreement until such funds are needed for the payment of eligible costs with an exception for acquisition costs. Provided the City is obligated to disburse the Bond Funds pursuant to the Loan Agreement, the City will disburse such funds in accordance with this Article I. Page 1 of 7 1.2 The Project Sponsor shall submit draw requests for the Bond Funds, which draw requests will be submitted not more frequently than one (1) time per month. The City shall not fund any draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Acquisition Costs: (i) At the time of the closing for the acquisition of the Property a portion of the Bond Funds in the amount of $2,200,000.00 shall be disbursed in one lump sum for the purpose of closing on the Property. (ii) Such other information and documents as the City may require pursuant to Section 3.1 of the Loan Agreement including but not limited to Phase 1 environmental report in a form acceptable to the City. The City acknowledges receipt and the City's acceptance of such environmental report from Project Sponsor. (b) Hard Costs: (i) During construction of the Project, a Request for Disbursement for hard costs, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount to be paid from such Request for Disbursement, and, if applicable, the amount paid to date from prior Requests for Disbursement, to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. During construction of the Project, each Request for Disbursement for hard costs must be signed by the Project Sponsor, the Architect for the Project and the Contractor. (iii) Applications for receiving Bond Funds for payment of hard costs will include such architectural documents as the City may reasonably require. The City Inspector, as described in Section 1.3 hereof, shall be required to certify following certification from the City Inspector, as described in Section 1.3 hereof, with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; and compliance with approved final plans and specifications of the Project, and such other matters as the City may reasonably require. Lien waivers/releases for the prior disbursement shall be submitted to the City Inspector for review and approval before each next disbursement. If the City requires that its title insurance policy be updated to date down such insurance through the date of the prior disbursement, the Project Sponsor shall also submit to the title insurance company all lien Page 2 of 7 waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (c) Construction Ready Costs: (i) A Request for Disbursement for eligible Construction Ready Costs, in a form acceptable to the City, together with: (a) copies of invoices of those costs for which the Project Sponsor is requesting disbursement, and (b) solely to the extent the Project Sponsor has funded such costs in advance, copies of the Project Sponsor's checks in payment of each Construction Ready Cost for which disbursement is being requested. (ii). Within thirty (30) days of the date of each Request for Disbursement, upon request by the City, the Project Sponsor shall submit to the City copies of its cancelled checks confirming final payment of each cost included in such Request for Disbursement. (iii) Each Request for Disbursement of Construction Ready Costs must be signed by the Project Sponsor. (d) Such other information and documents as the City may reasonably require. (e) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first- class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; and (iv) No Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract. (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1 where applicable. (vi) Such other information and documents as the City may reasonably require. (vii) Each item for which payment is requested in a Request for Disbursement is properly chargeable as a capital expense for federal income tax, accounting and state law purposes. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the Bond Funds for hard costs is submitted. The City Inspector will review and approve the final plans and specifications for the Project and will review Page 3 of 7 and approve the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive the prior written approval of the City Inspector; provided, however, the City Inspector's consent shall not be required in connection with any change order that (a) does not result in an increase in the cost of construction of more than ten percent (10%) of total construction costs, in the aggregate with all prior change orders, (b) does not affect any structural portion of the Project, the overall appearance of the Project or the use or operation of the Project in any material respect and/or (c) is paid for from other financing sources in the Budget (including without limitation, the "Contingency" line item). Change orders that require City Inspector approval hereunder that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within seven (7) business days of its receipt of a completed and fully accurate Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) business days of receipt of the Notification. 1.6 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the Loan Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. 1.7 The City shall fund disbursements of the Bond Funds by no later than fourteen (14) business days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct. The City shall, and the City shall cause the City Inspector to, notify the Project Sponsor within seven (7) business days after the City's receipt of the City Inspectors Report for each Request for Disbursement if such Request for Disbursement does not satisfy the requirements herein. 1.8 The City shall retain five percent (5%) of the Bond Funds allocated to the Project Sponsor's hard costs (the "Allocation Retainage") until it has received confirmation that the project has issued a Certificate of Occupancy for the Project, and at the Project Sponsor's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City selected by Project Sponsor. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City reasonably determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development approval. ARTICLE II Page 4 of 7 MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Disbursement Agreement, the Loan Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Disbursement 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. 2.5 This Disbursement 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 Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Disbursement 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 Disbursement Agreement upon request. [SIGNATURES ON FOLLOWING PAGE] [Remainder of page intentionally left blank.] Page 5 of 7 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. PROJECT SPONSOR: GROVE PROSPERITY PARTNERS LLC, a Florida limited liability compan By: Name: Ellen : uckley Title: Manager ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing insent was acknowledged before me by means of,physical presence or O online notarization, this) day of��Y , 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 ,� Paer LCa5 identification. (NOTARY PUBLIC SEAL) LUIS F. RIVAS Commission # HH 385562 Expires April 11, 2027 ignatur erson Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Serial Number, if any Page 6 of 7 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. ATTEST: CITY: City of Miami, a municipal corporation of the State of Florida By: od . :. Hannon Arthur N • . - • . V City . - City Manager Date: , -1 Approved by Housing and Community Development Departure Victor T. Tu er Director APPROVED AS TO FORM AND CORRECTNESS: son Georg e K. WV III , Y g City Attorney Page 7 of 7