HomeMy WebLinkAbout24051AGREEMENT INFORMATION
AGREEMENT NUMBER
24051
NAME/TYPE OF AGREEMENT
CASA VALENTINA, INC.
DESCRIPTION
DISBURSEMENT AGREEMENT/SUPPLY OF RENTAL
HOUSING UNITS FOR LOW-INCOME HOUSEHOLDS IN
COCONUT GROVE/MATTER ID: 21-2101K
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/1/2022
DATE RECEIVED FROM ISSUING
DEPT.
9/6/2022
NOTE
a,t051
DISBURSEMENT AGREEMENT FOR
CASA VALENTINA, INC.
This Disbursement Agreement for American Rescue Plan Act of 2021 ("ARPA") funds
("Agreement") is made as of this day of , 2022 by and between CASA
VALENTINA, INC., a Florida not for profit corporation (hereinafter the "Project Sponsor"), and
the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City").
RECITALS
WHEREAS, the Project Sponsor is developing a project known as Casa Valentina (the
"Project"), that will increase the supply of rental housing units for Low -Income Households in the
community known as Coconut Grove; and
WHEREAS, on January 26, 2022, and October 14, 2021, the City's Housing and
Commercial Loan Committee ("HCLC") and the Miami City Commission respectively approved
an allocation of ARPA funds in the amount of two million dollars ($2,000,000.00) (the "ARPA
Funds") to Project Sponsor for property acquisition in order to develop the Project; and
WHEREAS, the funding commitment of the City to the Project Sponsor for the ARPA
Funds is more fully described in that certain ARPA Loan Agreement of even date herewith (the
"ARPA Agreement"); and
WHEREAS, it is understood that Project Sponsor will use the ARPA Funds to purchase
several parcels of real property, between the Effective Date and December 31, 2024, in order to
develop the Project and the Project Sponsor and the City desire to establish the mechanism
whereby the Project Sponsor will apply to receive the ARPA Funds as opportunities to acquire
eligible parcels of land materialize;
NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and
development of the Project and the reciprocal agreements set forth herein, the Project Sponsor and
the City agree as follows:
ARTICLE I
DISBURSEMENT PROCEDURE
1.1 The ARPA Agreement establishes the conditions to the City's obligation to loan
the ARPA Funds to the Project Sponsor. The Project Sponsor may not request disbursement of
funds, pursuant to this Agreement, until such funds are needed for the purchase of an eligible parcel
of real property pursuant to Miami City Commission resolution R-21-0427, which was adopted on
October 14, 2021 ("Property").
Provided the City is obligated to disburse the ARPA Funds pursuant to the terms of the
ARPA Agreement and this Agreement, the City will disburse such funds in accordance with this
Article I.
1.2 The Project Sponsor shall submit written draw requests for the ARPA Funds. The
Project' Sponsor will submit or cause to be submitted the following documentation to the City, for
the City's review for sufficiency, prior to any disbursement of ARPA Funds by the City:
(i) A written request for disbursement ("Request for Disbursement"), in a form
acceptable to the City, setting forth such details concerning acquisition of the Property as the City
shall require, including: the amount of ARPA Funds requested, the address and folio number of
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the eligible property that Project Sponsor desires to purchase using ARPA Funds, the requested
timing of the disbursement of ARPA Funds, a certification that the Project does not and will not
violate any law, ordinance, rule, regulation, or order or decree of any court or governmental
authority, evidence of the Project Sponsor's satisfactory compliance with all of the applicable
requirements of the ARPA Program, pursuant to 31 CFR Part 35, in the City's sole and absolute
discretion, and a certification that no Event of Default has occurred and is continuing and there is
no continuing default under the Loan Documents. Each Request for Disbursement must be signed
by the Project Sponsor's authorized representative pursuant to Project Sponsor's corporate
resolution as escribed in the ARPA Agreement.
(ii) An executed purchase and sale agreement, in a form acceptable to the City,
with Project Sponsor purchasing an eligible Property.
(iii) A title insurance commitment issued by a title insurance company
acceptable to the City identifying the City's insurable interest, the Project Sponsor's fee simple
ownership interest in the Property, together with copies of all instruments which appear as
exceptions therein, title insurance policy, seller's affidavit, proof of payment of premium, all in
forms acceptable to the City. The title commitment and policy shall be issued without exceptions,
except for those exceptions permitted by the City, and shall include such affirmative coverage as
the City shall require.
(iv) Proof that there are no leases, tenancies, licenses or agreements for use of
any part of the Property other than as specifically disclosed to and approved by the City, which,
for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the
leases for the rental of each ARPA Assisted Unit each which may be entered into from time to
time.
(v) An original current survey of the Property made by a registered surveyor
satisfactory to the City and the title company and containing such certifications as the City and
the title company may require.
(vi) A current appraisal of the Property made by a member of the American
Institute of Real Estate Appraisers.
(vii) A Phase 1 Enviromnental Site Assessment, and phase 2 if required by Phase
1 Environmental Site Assessment.
(viii) Property condition/engineering report, in a form acceptable to the City, if
applicable.
(ix) Insurance Policies. The Project Sponsor shall obtain and furnish evidence
of insurance coverage as the City may require in connection with the Project and/or any part
thereof, which may include, but is not limited to, the following:
(a) Commercial General Liability with limits of not less than $1,000,000.00 per
occurrence and $2,000,000.00 aggregate, protecting against property damage, advertising injury
claims, personal injury and bodily injury, including death. The insurance policy shall be written
on a primary and non-contributory basis and shall further list the City as an additional insured.
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(b) Business Auto Liability affording coverage on all owned autos, including hired and
non -owned auto exposures with limits of $1,000,000 per accident. The City shall be listed as an
additional insured.
(c) Workers' Compensation and Employer's liability coverage subject to the statutory
limits as required by the laws of the State of Florida ("State").
The Project Sponsor shall be required to obtain and maintain at all times the insurance
coverage outlined under this Section, and shall further furnishevidence to the City of such. In
addition, the Project Sponsor shall require its contractors to furnish certificates of insurance in
accordance to Exhibit "J." To the extent available from the applicable insurance company, all such
policies shall provide the City with a written notice of cancellation or material change from the
insurer not less than thirty (30) days prior to any such cancellation or material change, and all such
policies shall be written by insurance companies satisfactory to the City.
Failure of the Project Sponsor to submit all required evidence of the specified insurance
coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of
the ARPA Funds.
(x) A closing disclosure, in a form acceptable to the City.
(xi) Such other information and documents as the City may reasonably require.
1.3 The City shall disburse ARPA Funds by no sooner than fourteen (14) working days
after it has received and accepted the documents and information required by Section 1.2 hereof.
1.4 The City reserves the right to refuse to fund any disbursement request(s) in the
event that the City determines that the Project and/or the Project Sponsor are not in compliance
with any local, state or federal law or requirement, including but not limited to the United States
Department of the Treasury's final rule, 31 CFR Part 35, that implements the Coronavirus State
Fiscal and Local Fiscal Recovery Funds established under the American Rescue Plan Act of 2021,
or an material provision of the Loan Documents.
1.5 All ARPA Funds must be drawn down by December 31, 2026, in accordance with
ARPA regulations.
ARTICLE II
MISCELLANEOUS
2.1 This Agreement may only be amended in writing by all the parties hereto.
2.2 This Agreement, the ARPA Agreement and the other documents executed by the
parties in connection therewith constitute the entire agreement between the parties hereto and no
other agreements or representations, unless incorporated in this Agreement, shall be binding upon
any of the parties hereto.
2.3 All capitalized terms not defined herein shall have the meanings provided in the
ARPA Agreement.
2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises
out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs,
charges, and expenses through the conclusion of all appellate proceedings, and including any final
settlement or judgment.
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2.5 Counterparts and Electronic Signatures. This Agreement may be executed
in any number of counterparts, each of which so executed shall be deemed to be an
original, and such counterparts shall together constitute but one and the same 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.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been executed by the Project Sponsor and
the City on the date first above written.
WITNESSES:
Ciec xis
Print Name:
Print Name:
PROJECT SPONSOR'S ADDRESS:
Casa Valentina, Inc.
2103 Coral Way
Miami, FL 33145
Attention: Sharon Langer
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
PROJECT SPONSOR:
CASA VALENTINA, INC., a Florida
not for profit corporation
By:
Sharon Langer, Board Chairpe �j•n
ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me by means of Elthysical presence or CI
online notarization, this a v day of Rt-tu5 u-S'r- , 2022 by Sharon Langer as Board Chairperson
for Casa Valentina, Inc. He is personally known to me or has produced r.. S L'1 c"``ast"
identification.
(NOTARY PUBLIC SEAL)
;aY?i'''�y Robert Carbajal
5.-°<4.t
Comm.#HH056502
res: Oct. 25, 2024
�emn�`
� �Bo Thru Aaron Notary
Signature of Person 3 aking
Acknowledgment
(Printed, Typed, or Stamped Name of Notary
Public)
La-szr3- Cs a4y-t'D k�
Serial Number, if any
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ATTEST:
APPROVED AS TO FORM
AND CORRECTNESS:
By:
Victori'endez
City Attorney
�FA
CITY:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Noriega
City Manager
ILI051
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