HomeMy WebLinkAbout25885AGREEMENT INFORMATION
AGREEMENT NUMBER
25885
NAME/TYPE OF AGREEMENT
OMNI CRA & 14TH STREET DEVELOPMENT, LLC
DESCRIPTION
AMENDED & RESTATED ECONOMIC INCENTIVE
AGREEMENT/MIXED-USE & MIXED -INCOME PROJECT/FILE
ID: 18194/CRA-R-25-0055
EFFECTIVE DATE
December 19, 2025
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
12/19/2025
DATE RECEIVED FROM ISSUING
DEPT.
12/22/2025
NOTE
After recording return to:
Ileana M. Jerez, Esq.
Assistant City Attorney
City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
Note to Recorder: The following Amended and Restated Economic Incentive Agreement by
and between the below described Developer and the Omni Redevelopment District
Community Redevelopment Agency, a public agency and body corporate created pursuant to
Section 163.356, Florida Statutes, amends and restates that certain Economic Incentive
Agreement for Mixed -Use and Mixed -Income dated March 28th, 2022 and recorded on May
16th, 2022 in Official Records Book 33187, Page 1016 and Clerk's File Number 2022R0394229
of the Public Records of Miami -Dade County, Florida.
Property folio numbers: 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136-005-
1180; 01-3136-005-1151; 01-3136-005-1150; 01-3136-005-1140; 01-3136-005-1130; 01-3136-
005-1090
AMENDED AND RESTATED ECONOMIC INCENTIVE AGREEMENT FOR MIXED -
USE AND MIXED -INCOME PROJECT
Development of Properties identified by folio numbers 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060;
01-3136-005-1180; 01-3136-005-1151; 01-3136-005-1150; 01-3136-005-1140; 01-3136-005-1130; and 01-3136-005-
1090, Miami, Florida
(hereinafter "14th Street Development")
THIS AMENDED AND RESTATED ECONOMIC INCENTIVE AGREEMENT FOR
XED-TJSE AND MIXED- INCOME PROJECT (the "Agreement") is made as of this Flay of
2025, by and between 14TH STREET DEVELOPMENT, LLC, a Florida Limited
Liability Company, and its successors, transferees, or assigns, with a principal office located at 1600
NE 1st Avenue, Suite 3800 Miami, Florida 33136 (the "Developer"), and OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency created by the City of Miami pursuant to Florida Statutes Section 163.356, with a principal
office located at 1401 N. Miami Avenue, 2nd Floor, Miami, Florida 33136 (the "CRA"), and hereby
provides:
RECITALS:
WHEREAS, the CRA was formed for the purpose of removing slum and blight in the Omni
Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and
employment within the Redevelopment Area; and
WHEREAS, the CRA's 2010 Redevelopment Plan ("Plan") on page 41, section C lists an
objective of the CRA "Provide incentives for the development of a variety of housing choices,
including affordable...housing"; and
1
WHEREAS, page 42, Section E of the Plan also lists as an objective of the CRA to "Provide
incentives for redevelopment of blighted properties"; and
WHEREAS, the Developer is the owner to the real property ("Property") described in
Exhibit "B", all located within the boundaries of the CRA. The Developer is constructing a mixed -
use housing project consisting of ground floor retail and approximately 398 housing units, all of
which would be affordable units at 1441 1445, and 1455 North Miami Avenue, 25 and 31 Northeast
14th Street, and 1412, 1418, 1428, and 1432 Northeast Miami Court, Miami, Florida, formerly
known as 14th Street Development and now known as UNI+DOS (hereinafter referred to as the
"Project"), that will increase the supply of rental housing units by constructing and maintaining
new and affordable rental units; and
WHEREAS, the Developer submitted a request for an economic incentive agreement and
a project grant request ("Proposal") for the Project to underwrite a portion of the costs; and
WHEREAS, the success of the Project will result in accomplishing the stated objectives of
the Plan; and
WHEREAS, on October 28, 2021, the Board of Directors of the CRA ("CRA Board")
through resolution CRA-R-21-0044 approved funding for the Project in the amount of
$15,000,000.00 for the Project (the "CRA Funds"), and stipulated that the CRA funding of this
Project is subject to the extension of life of the CRA and the CRA being able to successfully secure
financing; and
WHEREAS, on October 28, 2021, the CRA Board adopted Resolution No. CRA-R-21-
0045, attached and incorporated herein as Exhibit "C", authorizing this Agreement, where the
Project will be rebated in an amount not to exceed 95% of the Incremental TIF (as defined below)
collected from the Property annually, in exchange for the restriction of rents on One Hundred
Twenty (120) units, until July 7, 2047, for a total amount not to exceed Thirteen Million Six
Hundred Thousand and 00/100 Dollars ($13,600,000.00); and
WHEREAS, on April 10, 2025, the City of Miami adopted Resolution No. R-25-0131 in
conformance with County Resolution No. R-575-20 approving and authorizing the ratification of
the Second Amendment to the Interlocal Cooperation Agreement, in order to extend the life of the
CRA to July 7, 2047; and
WHEREAS, on September 3, 2025, the Developer requested an increase in the Funds in
the amount of Twelve Million and 00/100 Dollars ($12,000,000.00), in return for increasing the
CRA-Assisted Units from 120 to 398 residential units and increasing the Affordability Period; and
WHEREAS, on September 25, 2025, the CRA Board adopted Resolution No. CRA-R-25-
0055, authorizing the increase in the CRA Funds in an amount not to exceed Twelve Million and
00/100 Dollars ($12,000,000.00) to be disbursed, contingent upon the issuance of the CRA's Tax
Increment Revenue Bonds, Series 2026, for a total amount of Twenty -Seven Million and 00/100
Dollars ($27,000,000.00), in return for Developer to increase the number of the CRA-Assisted Units
from 120 Units to 398 residential Units and increasing the Affordability Period; and
2
WHEREAS, Developer expects to obtain financing from WALKER & DUNLOP, LLC,
a Delaware limited liability company ("Lender") for the benefit of the Project, which loan will be
secured by a Multifamily Mortgage, Assignment of Leases and Rents, and Security Agreement
("WD Mortgage") and recorded in the official records of Miam-Dade County, Florida
("Records"), and will be insured by the United States Department of Housing and Urban
Development ("HUD"); and
WHEREAS, Developer has received a portion of the Funds from the CRA and expects to
receive the remaining CRA Funds, pursuant to the terms and conditions of the Loan Documents,
accordingly the CRA required certain restrictions be recorded against the Project; and
WHEREAS, Developer has received, certain incentives from the CRA, which CRA has
required certain restrictions be recorded against the Project; and
WHEREAS, HUD requires as a condition of its insuring Lender's financing to the Project,
that the lien and covenants of the this Agreement be subordinated to the lien, covenants, and
enforcement of the Security Instrument; and
WHEREAS, the CRA has agreed to subordinate this Agreement to the lien of the Mortgage
Loan in accordance with the terms of this Agreement; and
WHEREAS, the CRA and the Developer intend and agree that the Project shall be subject
to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and
agreements hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Developer and the CRA hereby agree as follows:
1. RECITALS. The Recitals to this Agreement are incorporated herein by reference
and made a part hereof.
2. DEFINITIONS. The following terms used in this Agreement shall have the
following meanings:
2.1 "Affordability Period" shall mean the period of time that the Developer shall
maintain the rents charged on all CRA-Assisted Units as described by the Unit Mix in the Rent
Regulatory Agreement (as defined below). The Affordability Period for this Project shall be twenty-
seven (27) years, commencing on the date when Substantial Completion (as defined in the
Forgivable Loan Agreement) of the Project occurs. The Developer shall maintain the Unit Mix, as
defined in the Rent Regulatory Agreement, throughout the Affordability Period, subject to the terms
and conditions of this Agreement, which may include termination of this Agreement (as applicable,
the "Expiration of the Affordability Period").
2.2 "Base Year" shall mean the calendar year preceding the calendar year in
which the tax rolls for the County (as defined below) with respect to any Folio Number with respect
to a portion of the Property (as defined below) on which the Project has been constructed reflecting
3
an increase in the assessed value of that portion of the Property as a result of the Substantial
Completion (as defined below) of such Project.
2.3 "Bond Obligations" has the meaning ascribed to such term in Section 4.
2.4 "Children's Trust" means that certain independent special district authorized
pursuant to Section 1.01.A.11 of the County Home Rule Charter and Florida Statutes Section
125.901, for the purpose of providing funding for children's services throughout the County.
2.5 "City" means the City of Miami, a municipal corporation of the State of
Florida.
2.6 "City Approval" means the approval by the City Commission of the City of
the CRA Budget (as defined below) for the applicable year, which CRA Budget includes a line item
for the applicable Incentive Payment (as defined below) to be paid in accordance with the terms of
this Agreement.
2.7 "County" means Miami -Dade County, a political subdivision of the State of
Florida.
2.8 "County Approval" means the approval by the Board of County
Commissioners of the County of the CRA Budget (as defined below) for the applicable year which
includes a line item for the applicable Incentive Payment to be paid in accordance with the terms of
this Agreement.
2.9 "Covenant" means the Declaration of Restrictive Covenants, of even date
herewith, which is attached hereto and incorporated herein as Exhibit "E," for the benefit of CRA.
2.10 "CRA" shall have the meaning ascribed to the term in the introductory
paragraph.
2.11 "CRA Approval" means the approval by the CRA Board (as defined below)
of the annual CRA Budget which includes a line item for the Incentive Payment for the applicable
year.
2.12 "CRA Assisted Units" are the Three Hundred Ninety -Eight (398) income -
restricted housing units referred to in the Rent Regulatory Agreement (as defined below).
2.13 "CRA Board" means the board of directors of the CRA.
2.14 "CRA Budget" means the annual budget for the operation of the CRA
approved by the CRA Board, subject to City Approval and County Approval.
paragraph.
2.15 "Developer" shall have the meaning ascribed to such term in the introductory
2.16 "Effective Date" means the date of execution and delivery of this Agreement
4
by all parties hereto.
2.17 "Executive Director" means the executive director of the CRA.
2.18 "Extension Interlocal Agreement" means that Interlocal Agreement between
the City, the County and the CRA with respect to the extension of the life of the CRA through July
7, 2047 as may be ratified by the City and CRA.
2.19 INTENTIONALLY OMITTED.
2.20 "Global Agreement" means that certain Interlocal Agreement between the
City, the County, Southeast Overtown/Park West CRA, and the CRA dated as of December 31,
2007.
2.21 INTENTIONALLY OMITTED.
2.22 "HUD" means the United States Department of Housing and Urban
Development.
2.23 "Incentive Payment" shall have the meaning ascribed to such term in Section
3.5.1.
2.24 "Incremental TIF" or "Development Incremental TIF" shall mean, for each
tax year, the tax increment revenues, if any, actually received by the CRA from the County and City
with respect only to the development of the Project following Substantial Completion (as such term
is deemed hereinafter) on the Property after the deduction for any (i) allocable administrative
charges imposed by the County and the City (but not administrative costs associated with the
operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the
Children's Trust, (iii) other adjustments to the assessed value of the Improvements made by the
City and/or County as a result of challenges or tax contests with respect to the assessed value of any
of the Improvements, (iv) any payments that the CRA is required to make to the City and the County
under the terms of the Global Agreement and any amendments or modifications thereto, (v) any
payment to be made to the City and the County under the Extension Interlocal Agreement with
respect to the Property, and (vi) reductions in tax increment revenues to the CRA as a result of (a)
dedications made subsequent to December 31, 2021 resulting in any reduction in the tax increment
revenues paid to the CRA with respect to the portion of the Property so dedicated and (b) demolition
of any improvements located on the Property as of December 31, 2021. For avoidance of any doubt,
Incremental TIF specifically does not include any incremental revenues associated with the land
comprising the Property or improvements on the Property located on the Property as of December
31, 2021. If the Tax Assessor discontinues having a separate breakdown between the assessed value
of the land and the assessed value of the improvements, the assessed value of the land shall be
deemed to be either (i) the assessed value of the land as of the Base Year if the Tax Assessor is no
longer making a separate breakdown of the assessed value of the land and the assessed value of the
improvements as of the Base Year; or (ii) if the change occurs after the Base Year the last year
where the Tax Assessor has made a separate breakdown of the assessed value of the land after the
5
Base Year and in either event such assessed value of the land shall be deemed to increase three
percent (3%) per annum for each year thereafter, compounded annually.
2.25 "Project" means the improvements constituting a mixed -income and mixed -
use development consisting of approximately Eight Thousand Seven Hundred Six (8,706) square
feet of ground floor retail and approximately Three Hundred Ninety Eight (398) housing units all
of which are subject to rent restrictions as detailed in the Rent Regulatory Agreement and Covenant,
located on the Property within the Redevelopment Area, also known as 14th Street Development
("Improvements").
2.26 "Property" means all of the certain real property located in the
Redevelopment Area as described above with the legal descriptions of same described on Exhibit
"B," attached hereto and made a part hereof, all of which is located within the Redevelopment Area
(as defined below).
2.27 "Redevelopment Area" has the meaning of the CRA's designated
redevelopment area.
2.28 "Rent Regulatory Agreement" means that certain Rent Regulatory
Agreement executed herewith between the CRA and the Developer, is attached hereto and
incorporated herein by reference as Exhibit A, and establishes the income -restriction percentages
and units, making up the Three Hundred and Ninety -Eight (398) CRA-Assisted Units.
2.29 "Substantially Completed" or "Substantial Completion," or words of like
import, means that temporary or permanent certificates of occupancy, or their functional equivalent,
have been issued by the City for not less than ninety percent (90%) or three hundred fifty-eight
(358) of the CRA Assisted Units.
2.30 "Term" shall mean the period commencing on the Effective Date and
terminating upon the earlier to occur of (A) expiration of the life of the CRA, (B) the Expiration of
the Affordability Period or (C) a termination directed by a Court of competent jurisdiction.
2.31 "TIF Agreement" has the meaning ascribed to said term in Section 4.3.
3. DEVELOPMENT OF PROJECT, PROJECT DEVELOPMENT INCREMENTAL
TIF, GROSS SALES.
3.1 Development of Project. Developer agrees that this Project is contingent on
the execution and ratification of the Extension Interlocal Agreement by all parties, being necessary
to extend the lifetime of the CRA until 2047, and that no CRA Funds will be disbursed before such
execution and ratification. Developer agrees that the Project shall be constructed in compliance with
the Covenant, Rent Regulatory Agreement, and this Agreement, executed on or about even date
herewith.
3.2 Commencement of Construction of the Project. Developer will commence
construction of the Project on or before March 11, 2027, subject to any delays as a result of Force
6
Majure events or other delays beyond the reasonable control of the Developer ("Commencement of
Construction"). Upon the written request of the Developer, the Executive Director has the discretion
to extend the date for Commencement of Construction. Such discretion shall not be unreasonably
withheld, conditioned or delayed.
3.3 Substantial Completion. Developer will obtain all required certificates, as set
forth in Section 2.29, for the CRA-Assisted Units within thirty-six (36) months from the
Commencement of Construction, as may be extended as a result of Force Majeure events.
3.4 CRA-Assisted Units Rents. Upon Substantial Completion of the Project, the
CRA-Assisted Units will only be used in accordance with the terms and conditions of the Rent
Regulatory Agreement.
3.5 Incremental TIF Incentive. Payment of Ninety -Five Percent (95%) of
Developmental TIF as follows:
3.5.1 Payment of Incremental TIF. Subject to the approval of the Extension
Interlocal Agreement extending the life of the CRA to 2047, on an annual basis for each calendar
year commencing after the Base Year and after Substantial Completion of the Project and
continuing throughout the Term of this Agreement, the CRA shall pay to Developer, its assigns or
its successors in interest, an incentive payment equal to Ninety Five Percent (95%) of the project's
Development Incremental TIF (the "Incentive Payment") annually, or Eight Hundred Sixteen
Thousand Seven Hundred Thirty One and 00/100 Dollars ($816,731.00) annually, whichever is
less, each year until July 7, 2047. The payment of the TIF annually is subject to the rent restrictions
of the CRA-Assisted Units pursuant to this Agreement. The restriction on rent is described in the
Rent Regulatory Agreement. All Incentive Payments shall be due and payable within forty-five (45)
days of the CRA's receipt of Incremental TIF and an invoice and proof of tax payment from the
Developer, subject to the conditions, terms, requirements, and restrictions contained herein.
Notwithstanding the foregoing, although the Developer will be entitled to receive the Incentive
Payment after the first calendar year after the Base Year and Substantial Completion, the CRA will
not issue the first Incentive Payment until Substantial Completion has been achieved. In no event
shall the total Incentive Payment amount paid by the CRA under this Agreement exceed Thirteen
Million Six Hundred Thousand and 00/100 Dollars ($13,600,000.00).
3.5.2 Assignment of Incentive Payments. The assignment of the right to
receive the Incentive Payment by Developer or its assigns or successors in interest shall not release
Developer or successors in interest of its duties and obligations under this Agreement, the Covenant,
or the Rent Regulatory Agreement. In order for such successor in interest to be eligible to receive
Grant or TIF Payments shall not have been previously, debarred or suspended by any government
entity.
4. SUBORDINATION OF INCENTIVE PAYMENT.
4.1 Developer acknowledges and agrees that the obligations of the CRA under
this Agreement to make Incentive Payments hereunder are junior and subordinate to the obligations
7
of the CRA to pay debt service with respect to any bonds existing as of the Effective Date (such
obligations the "Bond Obligations"). Under no circumstances shall the CRA be obligated to make
Incentive Payments from its general revenues or any other sources if Incremental TIF is unavailable
after the CRA makes all required payments with respect to the Bond Obligations. To the extent no
Incremental TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations
under this Agreement as a result of the Bond Obligations, the Incentive Payments shall be reduced
to the amount of Incremental TIF available, if any, and the shortfall shall be deferred to subsequent
year(s) and the maximum annual payment of Eight Hundred Sixteen Thousand Seven Hundred
Thirty One and 00/100 Dollars ($816,731.00) will be temporarily waived in such subsequent years
as necessary to repay any deferred amounts due to Developer pursuant to this Agreement, subject
to the Incremental TIF generated by the Project at such time. Any deferred amounts to Developer
shall only be paid from Incremental TIF generated by the Project, and notwithstanding anything to
the contrary contained herein, under no circumstances shall the CRA be obligated to make deferred
payments from its general revenues or any other sources. If requested by the CRA, in its sole and
absolute discretion, Developer shall execute a subordination agreement, which shall confirm that
this Agreement and the CRA's obligations hereunder are junior and subordinate to any Bond
Obligations existing as of the Effective Date, within ten (10) business days of written request by
the CRA.
4.2 Pledge of Developmental TIF Revenues. In the event the CRA issues
additional bonds or obligations, subsequent to the Effective Date, the CRA covenants and agrees
not to pledge the Incremental TIF derived from the development of the Project which will be
payable to Developer under this Agreement as collateral for such bonds or obligations.
4.3 Additional Agreements Regarding Use of Incremental TIF. Developer
acknowledges and agrees that nothing contained in this Agreement shall be deemed or construed to
prevent the CRA from entering into agreements similar to this Agreement (each a "TIF
Agreement") pursuant to which the CRA commits to pay such developers a portion of the
Incremental TIF generated from their project within the Redevelopment Area. Developer
acknowledges and agrees that Incremental TIF generated from other projects which are payable
under other TIF Agreement(s) will not be available to compensate for any shortfall under Section
4.1.
5. INTENTIONALLY OMITTED.
6. AUDIT AND REPORTING. Developer understands that the use of the Funds and
Incentive Payment are subject to specific reporting, record keeping, administrative and contracting
guidelines, audit, and other requirements of this Agreement. Upon request of the CRA on or before
March 1st of each year during the Term of this Agreement, Developer shall submit an annual
statement and report, as applicable describing the Developer's compliance with the Rent Regulatory
Agreement, the Covenant, and this Agreement, as may be applicable. Developer warrants and
covenant that failure to submit the statement and report annually to the CRA as outlined in the Rent
Regulatory Agreement, this Agreement, and the Covenant shall be an event of default, subject to
the cure provisions described below. Developer covenants and agrees to comply with any and all
8
such requirements and represents and warrants to the CRA that all CRA Funds shall be used in
accordance with all of the requirements, terms and conditions contained herein, as the same may be
amended during the Term hereof. Without limiting the foregoing, Developer represents and
warrants that it will comply with, and the Funds will be used in accordance with, all applicable
federal, state, and local codes, laws, rules, and regulations. Moreover, Developer acknowledges that
it shall adhere to any and all state, local, and federal laws, rules, and regulations in undertaking the
Project and in complying with this Agreement.
7. CHALLENGES.
7.1 No Liability. Developer, its successors and assigns hereby forever waives
and releases the City of Miami and the CRA, and its successors and assigns, from any liability
whatsoever, now or hereafter arising in connection with any challenge to this Agreement by a third
party and Developer, its successors and assigns covenants and agrees not to initiate any legal
proceedings against the City of Miami and the CRA, and its successors and assigns, in connection
with any challenges to this Agreement (other than as a result of a default by the CRA with respect
to its obligations under this Agreement). Any liability of the CRA, and its successors and assigns,
under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes.
7.2 Waiver of Claim. The Developer waives any and all claims which the
Developer now has or may hereafter have against the CRA, the City, or their successors or assigns,
as a result of any challenge to this Agreement by any entity or person, and the Developer
acknowledges and agrees to assume the risk of any challenge to this Agreement unless such
challenge is based on the CRA's willful misconduct, gross negligence, or fraud. Under no
circumstances shall the Developer be entitled to any recovery other than the right to terminate this
Agreement or the Affordability Period, with respect to any claims or any cause of action against the
CRA, the City, or their successors or assigns, resulting from any challenge to this Agreement, all
such claims being expressly waived by the Developer except for any claims based on the CRA's
willful misconduct, gross negligence, or fraud. Any liability of the CRA, the City, or their
successors or assigns, under this Agreement shall be subject to the limitations imposed by Section
768.28, Florida Statutes. This waiver shall survive the expiration, termination, cancellation, and full
performance of this Agreement.
8. INSURANCE REQUIREMENTS. Additional Insurance Requirements for the
Project are attached and incorporated herein as Exhibit "D".
8.1 Performance and Guaranty. Developer will cause for this Project to be
supported by a Payment and Performance Bond by a credit rated issuer to secure the performance
of the Developer's General Contractor to complete the Project and pay all subcontractors' and
materialmen's work and materials used on the Project. Additionally, Developer hereby guarantees
if Developer fails to complete the Project within the time period described in this Agreement,
including any extensions for Force Majeure events, Developer will return any and all Incentive
Payments and Funds it has received pursuant to this Agreement immediately upon request by the
CRA prior to Substantial Completion, and this Agreement, Covenant, Rent Regulatory Agreement
and Loan Documents will be deemed terminated and the CRA will deliver releases of the same to
9
be recorded to unencumber the Property.
9. INDEMNIFICATION. Developer hereby agrees to indemnify, protect, save, defend,
release, and hold harmless the CRA, the City and their respective officers, employees, agents,
representatives, and principals from and against any and all claims, actions, damages, liability and
expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection
with the loss of life, personal injury, illness, or damage to property arising out of the performance
or non-performance of this Agreement and the Project, except to the extent such loss, injury, illness,
or damage was caused by the gross negligence or willful misconduct of the CRA, the City, or their
respective officers, employees, agents, representatives, and principals. Developer shall also require
its contractors to indemnify, save, defend, and hold harmless the CRA, the City or their respective
officers, employees, agents, representatives, and principals, and further provide certificates of
insurance as stipulated in Exhibit "E." This indemnification shall survive the expiration,
termination, cancellation, and full performance of this Agreement.
10. DISPUTES. In the event of a dispute between the CRA and Developer as to the
terms and conditions of this Agreement, the Executive Director of the CRA and Developer shall
notify each in writing of the dispute and proceed in good faith to resolve the dispute within thirty
(30) calendar days of such written notice. If the dispute is not resolved within such thirty (30)
calendar days, the dispute shall be submitted to the CRA Board for resolution within ninety (90)
calendar days thereof, or such longer period as may be agreed to by the parties to this Agreement.
The CRA Board's decision shall be deemed final and binding on the parties.
11. REPRESENTATIONS OF DEVELOPER. Developer makes the following
representations to the CRA as follows:
11.1 Developer is a limited liability company, duly organized and validly existing
under the laws of its state of formation and has full power and capacity to own its properties, to
carry on its business as presently conducted, and to enter into the transactions contemplated by this
Agreement
11.2 Developer's execution, delivery and performance of this Agreement has been
duly authorized by all necessary company actions and does not conflict with or constitute a default
under any indenture, agreement, or instrument to which the Developer is a party or by which it may
be bound.
11.3 This Agreement constitutes the valid and binding obligations of the
Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy,
insolvency and other similar laws affecting the rights of creditors generally.
11.4 Developer, for itself and on behalf of its agents, affiliates, contractors, and
sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin,
age, marital status, sexual orientation, or disability in connection with its performance under this
Agreement. Furthermore, Developer represents that no otherwise qualified individual shall, solely,
by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation,
10
or disability be excluded from the participation in, be denied benefits of, or be subjected to
discrimination under any program or activity receiving financial assistance pursuant to this
Agreement.
11.5 Conflict of Interest. Developer has reviewed and is familiar with the
following provisions regarding conflict of interest in the performance of this Agreement by
Developer. Developer covenants, represents and warrants that it will comply with all such conflict -
of -interest provisions, including, but not limited to the:
11.5.1 Code of the City of Miami, Florida, Chapter 2, Article V; and
11.5.2 Miami -Dade County Code, Section 2-11.1.
11.6 Debarment. Developer certifies to the best of its knowledge and belief, that
it and its principals as of the Effective Date of this Agreement:
a. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from transactions by any Federal, State, or local
department or agency.
b. Have not within a three-year period preceding this Agreement been
convicted of or had a civil judgment rendered against them for commission of fraud
or a criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State, or local) transaction or contract under a public
transaction; violation of Federal or State antitrust statutes or falsification or
destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a
government entity (Federal, State, or local) with commission of any of the offenses
enumerated in paragraph 10.6(b) above; and
d. Have not, within a three-year period preceding this Agreement, had one or
more public transactions (Federal, State, or local) terminated for cause or default.
12. REPRESENTATIONS OF THE CRA. The CRA makes the following
representations to Developer:
12.1 The CRA is duly organized and validly existing under the laws of the State
of Florida and has full power and capacity to own its own properties, to carry on its business as
presently conducted by the CRA, and to perform its obligations under this Agreement.
12.2 The CRA's execution, delivery and performance of this Agreement has been
duly authorized by all necessary actions and does not conflict with or constitute a default under any
indenture, agreement, or instrument to which it is a party or by which it may be bound.
12.3 This Agreement constitutes the valid and binding obligations of the CRA,
11
enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and
other similar laws affecting the rights of creditors generally.
13. NOTICES. All notices, demands, designations, certificates, requests, offers,
consents, approvals, appointments and other instruments given pursuant to this Agreement
(collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized
express overnight delivery service, (c) certified or registered mail, return receipt requested, or (d)
facsimile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the
next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or
registered mail, return receipt requested the day evidenced by the return receipt or the day delivery
is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by facsimile on a
day other than a business day, on the first business day following transmittal. Notices shall be
provided to the parties and addresses specified below:
DEVELOPER:
14TH STREET DEVELOPMENT, LLC
1600 NE 1st Avenue, Suite 3800
Miami, Florida 33132
Attention: Nir Shoshani, Manager
Copy to:
Shuns & Bowen LLP
200 S. Biscayne Blvd., Suite 4100
Miami, Florida 33131
Attention: Marc D. Sarnoff, Esq.
CRA:
OMNI COMMUNITY REDEVELOPMENT AGENCY
1401 N. Miami Avenue
Miami, Florida 33136
Attention: Executive Director
Copy to:
City of Miami
Office of City Attorney
444 SW 2°d Avenue, 9th Floor
Miami, Florida 33130
Attention: George K. Wysong III, City Attorney
14. COUNTY APPROVAL. Developer acknowledges that this Agreement has not been
submitted to the Board of County Commissioners of the County for review or approval and that the
Incentive Payments contemplated by this Agreement will be included in the annual budget
12
submitted by the CRA to the City Commission of the City for approval and submitted by the CRA
to the Board of County Commissioners of the County for approval, once the CRA Budget is
approved by the CRA Board and City's Approval is obtained. The CRA shall use its best efforts to
procure the City's Approval and the County's Approval of the CRA Budget. If the City's Approval
and County's Approval are not obtained, in a given year, the Incentive Payment for that year will
be deferred and added to subsequent years until such deferred payments are paid -in -full. In such
years, the maximum annual Incentive Payment will be increased to include such prior years'
deferred payments. However, in no event shall any Incentive Payment in a given year be deferred
for a period in excess of two (2) years. For the avoidance of any doubt, if in Year 1 the City's
Approval and County's Approval are not obtained, then the Year 1 Incentive Payment shall not be
deferred beyond Year 3 and in Year 4 the Developer shall not be paid or entitled to the Year 1
Incentive Payment. If Incentive Payments are deferred for a period in excess of two (2) consecutive
years, the Developer will reduce the number of the total restricted units by five percent (5%) for
each deferred year which will not be paid pursuant to this Section. However, if the CRA is able at
a later date to pay back any deferred amounts that were not paid pursuant to this Section, then the
Developer shall once again restrict the total number of units that were made unrestricted pursuant
to this Section.
15. INTENTIONALLY DELETED.
16. DEFAULT BY DEVELOPER, TERMINATION AND SUSPENSION.
16.1 In the event Developer breaches its duties and obligations under this
Agreement with respect to the income -restricted nature of the Three Hundred and Ninety -Eight
(398) CRA-Assisted Units as expressed in the Rent Regulatory Agreement, and such failure is not
cured within thirty (30) days of the issuance of written notice of default specifying the breach (or
such longer period of time, not to exceed one hundred and eighty (180) days, if the default, by its
nature cannot reasonably be cured within such thirty (30) day period and if Developer has
commenced curative action within such thirty (30) day period and diligently pursues same until
completion not to exceed one hundred and eighty (180) days), the CRA may pursue any and all
remedies available at law or in equity, including, but not limited to, specific performance, but
subject to the provisions and rent restrictions as described in the Rent Regulatory Agreement, Loan
Documents and Covenant. Developer hereby acknowledges and agrees that if it is found to have
knowingly violated a court order for specific performance issued on behalf of the CRA, or its
successors, to enforce the requirements and restrictions required under this Agreement, the
Covenant, and/or the Rent Regulatory Agreement, Developer will be liable to the CRA for return
of the Funds as provided under the Loan Documents immediately upon request by the CRA, or its
successor, subject to the provisions of the Loan Documents.
16.2 In the event that there is a default by the Developer with relation to the
Developer's compliance with its duties and obligations under this Agreement with respect to the
affordability, as set forth in the Rent Regulatory Agreement and Covenant, of the Three Hundred
and Ninety -Eight (398) CRA-Assisted Units, and the Developer's right to cure as provided in
Section 16.1, above, has expired, the CRA may withhold any current or future Incentive Payments
13
in escrow until (a) the Developer reasonably demonstrates that it is in compliance with its duties
and obligations under this Agreement with respect to the income -restricted nature of the One
Hundred Twenty (120) CRA-Assisted Units as expressed in the Rent Regulatory Agreement and
Covenant or (b) in the event of litigation, a court of competent jurisdiction has issued an order
denying specific performance. If a court of competent jurisdiction issues an order of specific
performance in favor of the CRA, the CRA shall continue to withhold the Incentive Payments in
escrow until such time that the Developer complies with such order.
16.3 An event of default by the Developer under the Rent Regulatory Agreement
or Covenant shall be considered an event of default under this Agreement.
16.4 Notwithstanding anything stated herein to the contrary, the Developer may
cure any default hereunder by (a) returning to the CRA an amount equal to the Unamortized Amount
multiplied by the number of years remaining in the Term plus a return of payments for any years in
which there is a default on the Rent Regulatory Agreement as outlined in Exhibit C, and (b)
simultaneously with such payment terminating this Agreement upon written notice to the CRA. As
used herein, the term "Unamortized Amount" shall mean the total amount of Funds disbursed to
Developer pursuant to the Loan Documents as of the date of such termination divided by the number
of the years remaining in the Term. The CRA and Developer hereby agree and acknowledge that
upon the termination of this Agreement pursuant to this section, Developer shall not be entitled to
any further Incentive Payments from the CRA. For purposes of clarification, attached as Schedule
1 is an example of the Unamortized Amount that would be due from Developer in the event this
Agreement is in default and terminated in year 10 of the term in accordance with this Section 16.4.
16.5 It shall be an event of default if the Developer fails to comply with the
periods described in Section 3.2 and Section 3.3 of this Agreement unless an extension is agreed
upon in writing by both Developer and CRA.
16.6 It shall be an event of default if the Developer fails to submit any documents
required by this Agreement and such failure is not cured within thirty (30) days of the issuance of
written notice of default specifying such breach (or such longer period of time, not to exceed one
hundred and eighty (180) days, if the default, by its nature cannot reasonably be cured within such
thirty (30) day period and if Developer has commenced curative action within such thirty (30) day
period and diligently pursues same until completion not to exceed one hundred and eighty (180)
days).
16.7 Termination. Upon the occurrence of an event of default, as described herein,
and the expiration of any grace, notice and/or cure period (in those circumstances for which a grace,
notice and/or cure period is otherwise provided in this Agreement, or any other applicable
agreement including, without limitation, Section 8.1), and unless the Developer's breach is waived
by the CRA in writing, the CRA may, by written notice to the Developer, terminate this Agreement,
the Rent Regulatory Agreement, the Covenant and the Loan Documents upon not less than ten (10)
days prior written notice. Said notice shall be delivered by certified mail, return receipt requested,
or by in person delivery with proof of delivery. Waiver of breach of any provision of this
14
Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be
a modification of the terms of this Agreement. The provisions hereof are not intended to be, and
shall not be, construed to limit the CRA's right to legal or equitable remedies. Developer shall not
be entitled to lost profits, overhead or consequential damages as a result of a Termination caused
by Developer's Event of Default.
16.8 Suspension. The CRA may, for reasonable cause, suspend the Developer's
authority to obligate funds under this Agreement or withhold payments to the Developer, pending
necessary corrective action by the Developer, and may include, failure of the Developer to
materially comply with any other term or provision of this Agreement not expressly provided above
in this Section 16 and such failure is not cured within any applicable cure period. The CRA will
notify the Developer in writing of the type of action taken pursuant to this provision, by certified
mail or email, return receipt requested, or by in person delivery with proof of delivery. The
notification will include the reason(s) for such action, any conditions relating to the action, and the
necessary corrective action(s). In the event that the suspension occurs for longer than a six (6) month
period, the CRA may terminate this Agreement at -will and without penalty and shall be entitled to
receive back from Developer any Funds or Incremental Payments that were paid to Developer after
the action that caused the suspension occurred.
17. ADJUSTMENT TO FOLIO NUMBERS AND OFFICIAL ADDRESS. Developers
and CRA each acknowledge that the current tax folio numbers and addresses with respect to the
Property may change as a result of the Development of the Property in connection with the Project.
In such event, the Executive Director of the CRA and Developers shall proceed in good faith to
agree as to which new folio numbers are applicable to portions of the Project, based upon the
adjustment in such new folio numbers by the Miami -Dade County Property Appraiser.
18. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
creation of, nor shall it be construed as creating a partnership or joint venture between the CRA and
Developer. No party can create any obligations or responsibility on behalf of the others or bind the
others in any manner. Each party is acting for its own account, and it has made its own independent
decisions to enter into this Agreement and as to whether the same is appropriate or proper for it
based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each
party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to
it in respect of this Agreement or any responsibility or obligation contemplated herein. Developer
further represents and acknowledges that no one was paid a fee, commission, or other consideration
by such party or such party's agent as an inducement to entering into this Agreement.
19. AGREEMENT TO RUN WITH THE LAND. All rights and obligations herein, shall
be binding upon Developer and their respective successors and assigns, shall be reduced to writing
and recorded in the Public Records of Miami -Dade County, Florida, and shall run with land. In the
event all or any portion of the Property is conveyed to a third party, such successor owner shall be
bound by the terms and provisions of this Agreement to the same extent as if such successor owner
had executed this Agreement.
15
20. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the Incentive
Payment as a line item in its annual operating budget subject to CRA Approval, City Approval, and
County Approval. CRA further covenants to use its best efforts to procure annual approval of its
operating budget, including the Incentive Payment as contemplated by this Agreement, by both the
City and County.
21. CONSULTANT AND PROFESSIONAL COMPENSATION. Notwithstanding
anything to the contrary contained herein, in no event shall Developer compensate any consultant
or professional in any form with the Grant Funds or the Incentive Payments that would be deemed
a "bonus," "success fee" or "finder's fee" or like term in exchange for the CRA's actions or awards
with the negotiation and execution of this Agreement and all other Agreements entered into between
the CRA and the Developer with respect to this Project.
22. PUBLIC RECORDS.
22.1 Developer understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to the CRA, subject to the provisions of Chapter
119, Florida Statutes, and any specific exemptions therefrom, and Developer agrees to allow access
by the CRA and the public to all documents subject to disclosure under applicable law unless there
is a specific exemption from such access. Developer further understands that this Agreement is
subject to disclosure pursuant to the provisions of Chapter 119, Florida Statutes. Should Developer
determine to dispute any public access provision required by Florida Statutes, then Developer shall
do so at its own expense and at no cost to the CRA.
IF THE DEVELOPER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (305) 679-6870,
IJONES@MIAMIGOV.COM, AND 1401 NORTH MIAMI AVENUE,
2ND FLOOR MIAMI, FLORIDA 33136.
23. NON-DELEGABILITY. The rights and obligations of Developer under this
Agreement shall not be delegated or assigned to any other party without the CRA's prior written
consent, which shall not be unreasonably withheld, conditioned or delayed by the CRA. Developer
may sell, transfer, convey or assign the Project (or any portion thereof) or the improvements thereon,
subject to the terms of this Agreement and subject to the Developer obtaining the CRA's prior
written consent, which shall not be unreasonably withheld, conditioned, or delayed.
24. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties
hereto, and their respective heirs, executors, legal representatives, transferees, successors, and
assigns.
25. SURVIVAL. All obligations (including but not limited to indemnity and obligations
to defend, save, release, and hold harmless) and rights of any party arising during or attributable to
16
the period prior to expiration or earlier termination of this Agreement shall survive such expiration
or earlier termination.
26. MISCELLANEOUS.
26.1 All of the parties to this Agreement have participated fully in the negotiation
and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed
against any one of the parties hereto and shall be interpreted in accordance with its plain meaning.
26.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines, and the remainder of
this Agreement shall be construed to be in full force and effect.
26.3 In the event of any claim or dispute between the parties under this
Agreement, each party shall bear its own attorneys' fees and costs.
26.4 In construing this Agreement, the singular shall be held to include the plural,
the plural shall be held to include the singular, the use of any gender shall be held to include all
genders, and captions and Paragraph headings shall be disregarded.
26.5 All of the exhibits attached to this Agreement are incorporated in, and made
a part of, this Agreement.
26.6 Time shall be of the essence for each and every provision of this Agreement.
26.7 No provision of this Agreement is intended, nor shall any be construed, as a
covenant of any official (either elected or appointed), director, employee or agent of the CRA, in
an individual capacity.
26.8 This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be
brought and heard in Miami -Dade County, Florida.
26.9 Developer and the CRA hereby knowingly, irrevocably, voluntarily, and
intentionally waive any right either may have to a trial by jury in respect to any action, proceeding,
claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in
connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or
modification of this Agreement, or any other agreement executed between the parties in connection
with this Agreement, the Project, or any other course of conduct, course of dealing, statements
(whether verbal or written), or any other actions of any party hereto. This waiver is a material
inducement for the CRA and the Developer to enter into this Agreement.
26.10 This Agreement shall be recorded in the Public Records of Miami -Dade
County at the sole cost and expense of Developer within fifteen (15) calendar days after all parties
have executed this Agreement.
17
26.11 Amendment. This Agreement may not be changed, altered or modified
except by an instrument in writing signed by authorized representatives from the Developer and the
CRA. The Executive Director of the CRA shall have the authority to enter into any change,
alteration, or modification that does not result in the increase of the maximum annual or aggregate
Incentive Payment as described in this Agreement or an increase in the Grant proceeds as described
in the Loan Agreement without the need for CRA Board approval unless otherwise provided herein,
in Resolution No. CRA-R-20-0044 and CRA-R-0045, or any subsequent action by the CRA Board.
26.12 Rent Regulatory Agreement. This Agreement is not intended to and does not
amend or alter any of the terms, obligations, rights, duties, covenants, warranties, conditions,
representations, or requirements of the Rent Regulatory Agreement or the Covenant, nor shall this
Agreement be interpreted to be an amendment or alteration of any of the terms, obligations, rights,
duties, covenants, warranties, conditions, representations, or requirements of the Rent Regulatory
Agreement. All actions taken in furtherance of this Agreement shall be in compliance with the
terms, obligations, and duties of the Rent Regulatory Agreement. Developer further represents and
warrants that as of the Effective Date of this Agreement, the Developer is not in default of any other
agreements it may have with the CRA. In the event that any term in the Covenant, Loan Documents
or Rent Regulatory Agreement conflicts with this Agreement, this Agreement's term shall control.
26.13 From time to time and upon written request from the Developer (or any
assignee or successor in interest), the Executive Director, on behalf of the CRA shall execute an
estoppel certificate or similar certification in form, scope and substance reasonably acceptable to
the requesting party, confirming such Developer's (or any assignee or successor in interest)
compliance with the conditions set forth in this Agreement with respect to the applicable
Improvements (and/or disclosing any then failure or default by either such party).
27. FORCE MAJEURE. In the event that either party hereto is prevented from fully and
timely performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other
industrial disturbances, acts of the public enemy, laws, rules, orders, actions or regulations of
governmental authorities, wars or warlike action (whether actual, impending or expected, and
whether de jure or de facto), arrest or other restraint of government (civil or military), blockades,
insurrections, acts of terrorists or vandals, riots, epidemics or pandemics, landslides, sinkholes,
lightning, hurricanes, storms, floods, washouts, fire or other casualty, condemnation, civil
commotion, explosion, breakage or accident to equipment or machinery, any interruption of
utilities, confiscation or seizure by any government or public authority, accident, repairs or other
matter or condition beyond the reasonable control of either party (collectively called "Force
Majeure"), financial inability to perform hereby expressly excluded from the definition of Force
Majeure, such party, upon receipt of written notice provided to the other party within ten (10)
business days of the occurrence of a Force Majeure event, shall be relieved of the duty to perform
such obligation and extend the time periods for performance until such time as the Force Majeure
has been alleviated.
28. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be
executed in any number of counterparts, each of which so executed shall be deemed to be an
18
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.
29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements, representations or warranties other than as set forth herein. This Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns.
30. ADDITIONAL FINANCING. Developer and the CRA hereby agree and
acknowledge that Developer may obtain senior mortgage financing from a lender or lenders secured
by a mortgage on the Project to be recorded in the Official Records of Miami -Dade County. Any
additional financing shall provide notice to the CRA and such lenders shall acknowledge the rights
of the CRA as evidenced by all documents of even date herewith. The Rent Regulatory agreement
shall not be subordinated or terminated except upon the terms of the CRA agreements of even date
herewith. Notwithstanding the foregoing, the CRA will not subordinate beyond a 3rd priority lien to
any senior financing.
31. HUD PROVISIONS.
31.1 Conflicts. In the event of any conflict between any provision contained
elsewhere in this Agreement and any provision contained in this Section 31, the provision contained
in this Section 31 shall govern and be controlling in all respects as set forth more fully in this Section
31.
in Section 31:
31.2 Definitions: The following terms have the following definitions when used
(a) "Code" means the Internal Revenue Code of 1986, as amended.
(b) "HUD" means the United States Department of Housing and Urban
Development.
(c) "HUD Regulatory Agreement" means the Regulatory Agreement
between Developer and HUD with respect to the Project, as the same may be
supplemented, amended or modified from time to time.
(d) "Lender" means WALKER & DUNLOP, LLC, a Delaware limited
liability company, its successors and assigns.
(e) "Mortgage Loan" means the mortgage loan made by Lender to the
Developer pursuant to the Mortgage Loan Documents with respect to the
Proj ect.
19
(f) "Mortgage Loan Documents" means the Security Instrument, the
HUD Regulatory Agreement and all other documents required by HUD or
Lender in connection with the Mortgage Loan.
(g) "National Housing Act" means the National Housing Act, 12 USC
§ 1701 et seq., as amended.
(h) "Program Obligations" has the meaning set forth in the Security
Instrument.
(i) "Residual Receipts" has the meaning specified in the HUD
Regulatory Agreement.
(j) "Security Instrument" means the mortgage or deed of trust from
Developer in favor of Lender, as the same may be supplemented, amended
or modified.
(k) "Surplus Cash" has the meaning specified in the HUD Regulatory
Agreement.
31.3 Other Hud Provisions.
a) Notwithstanding anything in this Agreement to the contrary, the
provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without
limitation, the Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents
and Program Obligations are collectively referred to herein as the "HUD Requirements").
Developer covenants that it will not take or permit any action that would result in a violation of the
Code, HUD Requirements or Restrictive Covenants. In the event of any conflict between the
provisions of this Agreement and the provisions of the HUD Requirements, HUD shall be and
remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein
limits the CRA's ability to enforce the terms of this Agreement, provided such terms do not conflict
with statutory provisions of the National Housing Act or the regulations related thereto. The
Developer represents and warrants that to the best of Developer's knowledge this Agreement
imposes no terms or requirements that conflict with the National Housing Act and related
regulations.
b) In the event of foreclosure (or deed in lieu of foreclosure), this
Agreement (including without limitation, any and all land use covenants and/or restrictions
contained herein) does not terminate and shall survive foreclosure (or deed in lieu of foreclosure).
c) Developer and the CRA acknowledge that Developer's failure to
comply with the covenants provided in this Agreement does not and will not serve as a basis for
default under the HUD Requirements, unless a separate default also arises under the HUD
Requirements.
d) In enforcing this Agreement the CRA will not file any claim against
the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection
20
with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the
property other than a claim against:
(i) Available surplus cash, if the Developer is a for -profit entity;
(ii) Available distributions of surplus cash and residual receipts
authorized for release by HUD, if the Developer is a limited distribution
entity; or
(iii) Available residual receipts authorized for release by HUD, if the
Borrower is a non-profit entity.
e) For so long as the Mortgage Loan is outstanding, Developer and CRA shall
not further amend this Agreement, with the exception of clerical errors or administrative correction
of non -substantive matters, without HUD's prior written consent.
f) Subject to the HUD Regulatory Agreement, the CRA may require the
Developer to indemnify and hold the CRA harmless from all loss, cost, damage and expense arising
from any claim or proceeding instituted against CRA relating to the subordination and covenants
set forth in this Agreement, provided, however, that Developer's obligation to indemnify and hold
the CRA harmless shall be limited to available surplus cash and/or residual receipts of the
Developer.
g) Intentionally Omitted.
[Signature Page Follows]
[Remainder of page intentionally left blank]
21
IN WITNESS hereof the parties have executed this Agreement as of the date first above
written.
WITNESSES:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
DEVELOPER:
14TH STREET DEVELOPMENT, LLC, a
Florida limited liability company
By: NR Manager, L C, a Florida limited
liability company, • s Manager
By:
Name: Nir Shoshani
Title: Manager
Date: ./12, - ®ZJ�
The foregoing instrument was ackno ledged before me by means of v,sical presence
or o online notarization, this tq day ofr , 2025, by Nir Shoshani,
Manager of NR Manager, LLC, a Florida limited liability company, Manager of 14th Street
Development, LLC, a Florida limited liability company, on behalf of the limited liability company.
He/she is personally known tome or has produced as identification.
My Commission Expires:
pNATALIE BAILEY
e*• —,r s*= MY COMMISSION # NH 218889
^`eP' EXPIRES: April 27, 2026
Notary Pub to s ' Florida
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their undersigned officials as duly authorized.
ATTEST:
annon,CCler _• the Board
Date:
APPRO
David R . z
Interim irect i r of Risk Management
CE
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
CRA:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
of the City of Miami, a public agency and body
corporate created pursuant to Section 163.356,
Florida Statutes ("CRA")
By:
os I. Suarez, Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
George I'. Wysong, QI
City Attorney
The foregoing instrument was acknowledged before me by means of p( physical presence
or o online notarization, this L day of dram f er , 2025, by Carlos I. Suarez, Executive
Director of OMNI COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public
agency and body corporate created pursuant to Florida Statutes Section 163.356, on behalf of the
agency. He/she is personally known to me or has produced as identific�tio
JESLY DE LOS SANTOS
4rpY 4
`:9 �e�g-Notary Public -State of Florida
Commission # HH 250953
My Commission Expires
April 07, 2026
23
c;
Commission Expires:
Schedule 1
Example of the Unamortized Amount Calculation Due Under Section 16.4
If Developer defaults this Agreement in year 10 of the term and this Agreement is thereby
terminated, then the Unamortized Amount due from Developer would be $17,000,000.
Effective Date 10/7/2028
End Date 10/7/2055
Total years in Term 27
Years Elapsed in Example 10
Years Remaining in Term 17
Default Year/Year of Termination 10
of Time Unamortized 63%
Unamortized Amount $17,000,000
EXHIBIT "A"
RENT REGULATORY AGREEMENT
EXHIBIT "B"
LEGAL DESCRIPTION
Folio 01-3136-005-1110:
Lot 7 and the North 20 feet of Lot 10, Block 16, "NORTH MIAMI", (also known as ROBBINS,
GRAHAM AND CHILLINGSWORTH SUBDIVISION) according to the plat thereof, as
recorded in Plat Book "A", Page 49 %2, of the Public Records of Miami -Dade County, Florida, less
the West 10 feet of said Lot 7 and further less the West 10 feet of the North 20 feet of said Lot 10,
Block 16.
Folio 01-3136-005-1060:
Lot 2, Block 16, Robbins -Graham & Chillingsworth, also known as North Miami, less the West
10 feet thereof, according to the plat thereof, as recorded in Plat Book A, Page 491/2, of the Public
Records of Miami -Dade County, Florida.
Folios 01-3136-005-1070 and 01-3136-005-1090:
Lots 3 and 6 in Block 16, of ROBBINS, GRAHAM, & CHILLINGSWORTH'S SUBDIVISION,
according to the Plat thereof, as recorded in Plat Book "A" at Page 491/2, of the Public Records of
Miami -Dade County, Florida, less the West 10 feet thereof.
Folios 01-3136-005-1130; 01-3136-005-1140; 01-3136-005-1150; 01-3136-005-1151; 01-3136-
005-1180:
Lots 5, 8, 9 and 12 in Block 16, of ROBBINS, GRAHAM & CHILLINGWORTH' S
SUBDIVISION, of the South %2 of the South 1/2 of the Northeast %2 of the Southeast 1/4 of the
Northeast 1/4 of Section 36, Township 53 South, Range 41 East; the same being commonly known
as "North Miami", according to the Plat thereof, as recorded in Plat Book "A", at Page 49 1/2, of
the Public Records of Miami -Dade County, Florida.
EXHIBIT C- CRA-R-21-0045
EXHIBIT D- INSURANCE
EXHIBIT E- COVENANT