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HomeMy WebLinkAbout25662AGREEMENT INFORMATION AGREEMENT NUMBER 25662 NAME/TYPE OF AGREEMENT OMNI CRA, BERKADIA COMMERCIAL MORTGAGE, LLC & WYNWOOD HAUS, LLC DESCRIPTION CONSENT TO COLLATERAL ASSIGNMENT OF REDEVELOPMENT AGREEMENT/MIXED-USED & MIXED - INCOME DEVELOPMENT PROJECT/FILE ID: 17639/CRA-R-25- 0023/MATTER ID: 25-963 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 7/14/2025 DATE RECEIVED FROM ISSUING DEPT. 7/14/2025 NOTE a51Q1a Wynwood Haus CONSENT TO COLLATERAL ASSIGNMENT OF REDEVELOPMENT AGREEMENT BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company ("Lender") has agreed, subject to the satisfaction of certain terms and conditions, to make a loan in the original principal amount of $54,114,000.00 (the "Mortgage Loan") to WYNWOOD HAUS, LLC, a Florida Limited Liability Company ("Borrower"), which loan is or will be secured by a lien on that certain multifamily residential apartment project located at 23 NE 17th Ter, Miami (Miami -Dade County), Florida 33124 (the "Mortgaged Property"). Lender is requiring this Consent to Collateral Assignment of Redevelopment Agreement (the "Consent") as a condition to making the Mortgage Loan. The Omni Community Redevelopment Agency, a public agency created by the City of Miami pursuant to Section 163.356 Florida Statutes, with its principal office located at 1401 North Miami Avenue, 2nd Floor, Miami Florida 33136 (the "Authority"), hereby consents to the collateral assignment by Borrower of that certain Economic Incentive Agreement for Mixed -Use and Mixed -Income Project, dated April 12, 2022 (the "Redevelopment Agreement") between the Authority and Borrower pursuant to the terms of that certain Collateral Assignment of Redevelopment Agreement from Borrower to Lender, dated as of July 9, 2025 (the "Assignment"), for the purpose of (i) securing the Mortgage Loan, (ii) assigning the Redevelopment Agreement to Lender as collateral for the Mortgage Loan as provided in the Assignment, and (iii) redirecting the payments under the Redevelopment Agreement directly to Lender in accordance with the Assignment after Lender's written demand has been delivered to the Authority in the manner set forth in the Redevelopment Agreement. Until such time that Lender succeeds to Borrower's interest under the Redevelopment Agreement pursuant to the terms of the Assignment, the Authority agrees that Lender shall not be deemed to have assumed any of the obligations or liabilities under the Redevelopment Agreement, nor shall Lender be liable to the Authority by reason of any default by any party under the Redevelopment Agreement. At such time that Lender succeeds to Borrower's interest under the Redevelopment Agreement, Lender's liability shall be strictly limited to acts and omissions of Lender occurring during the period of ownership and operation of the Mortgaged Property and the improvements located thereon by Lender. Borrower also entered into that certain Declaration of Restrictive Covenants for Affordable/Workforce Housing Pursuant to Public Benefits Program dated as of August 5, 2021, and recorded on December 16, 2022, in the land records of Miami -Dade County, Florida as CFN 20220938357 in Book 33506, Page 4650, in favor of the Authority ("Declaration"). (1) The Authority Representations and Warranties. The Authority hereby represents and warrants to Lender that: (a) it has the right to exercise and deliver this Consent under the terms of the Redevelopment Agreement. The execution of this Consent and performance and observance of its terms have been duly authorized by necessary company action and do not contravene or violate any provision of the Authority's organizational documents; (b) to the knowledge of the Authority, Borrower has made no prior assignments of the Redevelopment Agreement except as previously disclosed by the Borrower and which are no longer in effect as of the date hereof; (c) the Redevelopment Agreement is in full force and effect, subject to no defenses, setoffs or counterclaims; and there exists no event, condition or occurrence that would cause the Redevelopment Agreement to be subject to any defenses, setoffs or counterclaims; Consent to Collateral Assignment of Page 1 Redevelopment Agreement (d) as of the date hereof, the Authority has performed all of its obligations under the Redevelopment Agreement and there exists no event, condition or occurrence which constitutes, or which with notice and/or the passage of time would constitute, a breach of or default under the terms or conditions of the Redevelopment Agreement; and (e) the Authority has not delivered any notice to Borrower of the Authority's intention to prepay all or any portion of the Redevelopment Agreement in advance of the regularly scheduled payments thereunder. (2) The Authority Covenants Regarding Collateral Assignment of Redevelopment Agreement. The Authority hereby covenants and agrees: (a) to faithfully observe and perform all of the obligations and agreements of the Redevelopment Agreement, if any; (b) with the exception of any act related to Borrower's default, alleged default, or potential default under the Redevelopment Agreement, but subject to (i) the terms and limitations of the Redevelopment Agreement and (ii) providing notice to Lender with an opportunity to cure such default, alleged default, or potential default, not to do any act which would destroy or impair the security afforded to Lender under the Assignment; provided, however, the Authority shall not destroy or impair the security afforded to Lender under the Assignment during the time that Lender is pursuing Lender's remedies under the Loan Documents; provided, further, that at the conclusion of any _additional standstill period above and beyond the 180-day period already required by the.. Redevelopment Agreement upon a default by the Borrower (the "Additional Standstill Period"), the Authority will require that the Affordability Period, as defined in the Redevelopment Agreement, be extended for the same amount of time as the Additional Standstill Period, such extension shall be annotated in an amendment to the Redevelopment Agreement, which shall be recorded in the appropriate land records and in a form acceptable to all parties who are required to consent to any amendment to the Redevelopment Agreement, which consent shall not be unreasonably withheld, including Lender if Lender is pursuing its rights and remedies under this Agreement or if Lender is in possession of the Mortgaged Property. (c) to simultaneously deliver to Lender a copy of each notice delivered by the Authority to Borrower pursuant to the Redevelopment Agreement, including any notice relating to any default, alleged default, or potential default of Borrower, under and pursuant to the Redevelopment Agreement; and (d) where Borrower's consent would be required in accordance with the terms and conditions of the Redevelopment Agreement, to not permit or consent to the amendment, modification, cancellation or surrender of the Redevelopment Agreement without the additional prior written consent of Lender, which consent shall not be unreasonably withheld. The Authority acknowledges and agrees that (i) the Authority is executing this Consent to induce Lender to make (A) the Mortgage Loan and (B) approve of the Redevelopment Agreement as additional security for the Mortgage Loan, and (ii) Lender will rely on the representations and agreements made by the Authority herein in connection with Lender's agreement to make the Mortgage Loan and the Authority agrees that Lender may so rely on such representations and agreements. [SIGNATURES CONTINUE ON NEXT PAGE] Consent to Collateral Assigpment of Page 2 Redevelopment Agreement TIF Project Name: Wynwood Haus ATTEST: APPROVED REQUIRE D , vid Ruiz terim Di AUTHORITY: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and bo corporate created pursuant to Section 16 356, F1 rgIa Statutes ("CRA") Isiaa Jones Ex cutive Director Date: o 1 I ‘ 2,5 APPROVED AS TO FORM AND CORRECTNESS: George K. Wysong f Risk Management General Counsel Consent to Collateral Assignment of Page 3 Redevelopment Agreement `\ r Omni CRA City of Miami Legislation OMNI CRA Resolution CRA-R-25-0023 OMNI CRA 1401 N Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 17639 Final Action Date:6/17/2025 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI COMMUNITY DEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A CONSENT TO COLLATERAL ASSIGNMENT OF THE ECONOMIC INCENTIVE AGREEMENT BETWEEN THE CRA AND WYNWOOD HAUS, LLC FOR MIXED -USE AND MIXED -INCOME DEVELOPMENT PROJECT OF PROPERTIES LOCATED AT FOLIOS 01-3136-003-0140, 01-3136-003-0150, 01-3136-003-0160, 01- 3136-003-0170, 01-3136-003-0180, AND 01-3136-003-0190, ALL LOCATED IN THE CRA REDEVELOPMENT AREA; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AND ALL AMENDMENTS THERETO, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on September 24, 2020, the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency, adopted Resolution No. CRA-R- 20-0014, which authorized a rebate to Wynwood Haus, LLC ("Developer") of the Tax Increment Finance ("TIF") revenues generated by the development of the project located at Folios 01- 3136-003-0140, 01-3136-003-0150, 01-3136-003-0160, 01-3136-003-0170, 01-3136-003-0180, and 01-3136-003-0190 (collectively, the "Property") in an amount not to exceed Ninety -Five percent (95%) of the TIF collected from the Property annually until 2030, or until 2047 if the life of the Omni Redevelopment District Community Redevelopment Agency ("CRA") was extended to 2047, for a total amount not to exceed Twelve Million Nine Hundred Thirty Five Thousand Six Hundred Seventy Four Dollars and 00/100 ($12,935,674.61); and WHEREAS, on April 12, 2022, the CRA and Developer entered into an Economic Incentive Agreement for Mixed -Use And Mixed -Income Project ("Redevelopment Agreement"), to underwrite a portion of the costs to develop the Property consisting of approximately Two Hundred Twenty -Four (224) housing units ("Project") to be located at 23 NE 17th Terrace, Miami, Florida; and WHEREAS, on April 10, 2025, the City of Miami ("City") Commission adopted Resolution No. R-25-0131, which finalized the extension of life of the CRA to 2047; and WHEREAS, based on the CRA's extension of life, the TIF revenues generated by the development of the Property shall be until 2047; and WHEREAS, the Developer is now seeking consent to a collateral assignment of the TIF revenues authorized pursuant to the Redevelopment Agreement for refinancing of the Property; and City of Miami Page 3 of 4 File ID: 17639 (Revision:) Printed On: 7/8/2025 WHEREAS, the 2010 Redevelopment Plan ("Plan") on page 41, section D-2 lists the objective of the CRA "to create a variety of housing"; and WHEREAS, page 42, Sections A-1 and A-3 of the Plan also lists as an objective of the CRA to "Provide incentives for redevelopment of blighted properties"; and WHEREAS, authorizing the consent to the collateral assignment of the Redevelopment Agreement furthers the stated objectives of the Plan; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. The Executive Director is authorized to negotiate and execute a Consent to Collateral Assignment of the TIF revenues authorized in the Redevelopment Agreement between the CRA and Developer for the Property. Section 3. The Executive Director is further authorized to negotiate and execute any and all documents necessary, including any and all amendments thereto, all in forms acceptable to the General Counsel, for the purposes stated herein. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: K. ORGEWYSON - III, ENERAL COUNSEL City of Miami Page 4 of 4 File ID: 17639 (Revision:) Printed On: 7/8/2025