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HomeMy WebLinkAbout25868AGREEMENT INFORMATION AGREEMENT NUMBER 25868 NAME/TYPE OF AGREEMENT YAEGER PLAZA PARTNERS, LLC DESCRIPTION DECLARATION OF RESTRICTIVE COVENANTS/1199 NW 62 ST/FILE ID: 17698/R-25-0189/MATTER ID: 25-2563 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 12/11/2025 DATE RECEIVED FROM ISSUING DEPT. 12/17/2025 NOTE Prepared by: Raymond Pereira 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 Contract Compliance Analyst City of Miami Depattuient of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130 Property Address: 1199 NW 62 St, Miami, Florida 33150 DECLARATION OF RESTRICTIVE COVENANTS FOR YAEGER PLAZA (MIAMI FOREVER BOND FUNDS) This Declaration of Restrictive Covenants for Yaeger Plaza (the "Covenant") made this day of , 2025 by YAEGER PLAZA 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 the Project Sponsor is the long-term, ground lessee of the property legally described in Exhibit "A," attached and incorporated hereto; 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 $3,000,000.00 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 ofrentalhousing units for Low, Very Low, and Extremely Low Income Households in the community to be known as YAEGER PLAZA (hereinafter referred to as the "Project"), which consists of the new construction of a of a 8-story mixed -use multifamily rental building located at 1199 NW 62 St, Miami, Florida 33150 (hereinafter referred to as the "Property"), as legally described in Exhibit "A." The Project consists of a total of a total one hundred thirty-five (135) residential apartment units, of which sixty-eight (68) 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 Yaeger Plaza (the "Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and Page 1 of 7 ACTIVE 716680203v2 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 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 of the Project's one hundred thirty-five (135) units, sixty-eight (68) shall be Bond Assisted Units. Bond Assisted Units shall remain Affordable during the thirty (30) year Affordability Period. The Project's sixty-eight (68) Bond Assisted units shall remain affordable to a person or household whose annual income does not exceed between twenty-two percent (22%) to 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, for Low, Very Low, and Extremely 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: five (5) studio/one-bathroom unit for Extremely Low Income Households for Extremely Low Income Households whose annual income does not exceed thirty percent (30%) 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) studio/one-bathroom units for Very Low Income whose annual income does not exceed sixty percent (60%) 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; five (5) studio/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; seventeen (17) one-bedroom/one-bathroom units for Extremely Low Income Households whose annual income does not exceed thirty percent (30%) 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; twenty-one (21) one-bedroom/one-bathroom units for Low Income Households whose annual income does not exceed fifty 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; five (5) two bedroom/two- bathroom units for Extremely Low Income Households whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by the FHFC with Page 2 of 7 ACTIVE 716680203v2 adjustments for smaller and larger families and with certain exceptions as provided by FHFC; seven (7) two-bedroom/two-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. `Extremely Low Income Household" shall mean a household whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by the FHFC, with adjustments and certain exceptions as provided by FHFC "Very Low Income Household" shall mean a household whose annual income does not exceed sixty percent (60%) of the median income for the area, as determined by the FHFC, with adjustments and certain exceptions as provided by FHFC. "Low Income Household" shall mean a household whose annual income does not exceed eighty percent (80%) 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. The Affordability Period of this Project will be thirty (30) years commencing on Close -Out of the Project. Upon the Expiration of the Affordability Period, 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 and the Senior Loan Documents, 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, the Project Sponsor shall immediately 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 Bond Loan Documents. - Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of Residential tenants under their leases. 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. 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. Page 3 of 7 ACTIVE 716680203v2 Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Bond Loan Agreement. 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, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof 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 the Property or portion thereof 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. [Signature Page Follows] [Remainder of page intentionally left blank] Page 4 of 7 ACTIVE 716680203v2 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above -written. WITNESSES: PROJECT SPONSOR: Print Name: Print Name: PROJECT SPONSOR'S ADDRESS: Yaeger Plaza Partners, LLC 191 Peachtree St NE Suite 4100 Atlanta, GA 30303 Attention: Kareem T. Brantley STATE OF YAEGER PLAZA PARTNERS, LLC, a Florida limited liability company BY: Yaeger Plaza MF Manager LLC, a Florida limited liability company, its manager BY: Integral Yaeger LLC, a Georgia limited liability company, its manager By: Name: Kareem T. Brantley Title: Vice President ACKNOWLEDGMENT } COUNTY OF } SS: The foregoing instrument was acknowledged before me by means of O physical presence or O online notarization, this day of , 2025 by Kareem T. Brantley as Vice President of Integral Yaeger, LLC, a Georgia limited liability company, the manager of Yaeger Plaza MF Manager LLC, a Florida limited liability company, the manager of Yaeger Plaza Partners, LLC, a Florida limited liability company. She/He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any Page 5 of 7 ACTIVE 716680203v2 CITY OF MIAMI, a municipal corporation of the State of Florida By: STATE OF FLORIDA COUNTY OF MIAMI-DADE Arthur Norieg City Manager The foregoing instrument was acknowledged before me by means of physical presence or O online notarization, this 151"day of bacvwcr , 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) Eti,E B�Mh%�,, ... ;�pW PVe •Fle'4. MY COMM6 J ON EXPIRES 12-28-2026 t ''''�1t of F�; 'S s Approved by Housing and Community Development Department: Victor T. Turner Director Approved as to legal form and correctness: /1. George K."Wyson City Attorney /441144- / tKrusid--1 Signature of Person Taking Acknowledgment 1kc: 24.1.c. (Printed, Typed, or Stamped Name of Notary Public) Serial Number, if any ACTIVE 716680203v2 Page 7 of 7 EXHIBIT A LEGAL DESCRIPTION OF PREMISES Property Address: 1199 Northwest 62 Street, Miami, FL 33150 Property Folio No.: 01-3114-021-0950 Legal Description: Lots 1, 2, 3 and 4 and the West 15 feet of Lot 5 Block 5, WOODMERE, according to the Plat thereof, as recorded in Plat Book 14, Page l lof the Public Records of Dade County, Florida. a5%19'6