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HomeMy WebLinkAbout24112AGREEMENT INFORMATION AGREEMENT NUMBER 24112 NAME/TYPE OF AGREEMENT CASA VALENTINA, INC. DESCRIPTION AMENMENT NO. 1 TO LOAN DOCUMENTS/AFFORDABLE HOUSING DEVELOPMENT/FILE ID: 10701/R-21-0427/MATTER ID: 21-2101K EFFECTIVE DATE October 13, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/14/2022 DATE RECEIVED FROM ISSUING DEPT. 10/17/2022 NOTE 9t 411 Prepared by, and return to upon Recordation: Victoria Mendez, Esq. Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 2'd Floor Miami, FL 33130 Property Address: 3121 Mundy Street Miami, FL 33133; 3173 Mundy Street, Miami, Florida 33133 AMENDMENT NO. 1 TO THE CASA VALENTINA LOAN DOCUMENTS The attached Amendment No. 1 to the Casa Valentina Loan Documents dated as of October 13 2022, by and between Casa Valentina, Inc., a Florida not for profit corporation (hereinafter referred to as "Borrower" or "Project Sponsor") with an address at 2103 Coral Way, Miami, FL 33145, and the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "Lender" or "City"), with an address at 444 S.W. 2nd Avenue, Miami, FL 33130, modifies the following documents that have been recorded in the Public Records of Miami Dade County, Florida: 1. Mortgage and Security Agreement given by Borrower, as mortgagor, to Lender, as mortgagee, dated September 6, 2022, and recorded September 7, 2022, in Official Records Book 33372, Pages 2286-2299 of the Public Records of Miami -Dade County, Florida. 2. Restrictive Covenant made by Borrower in favor of Lender, dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2300 - 2306 of the Public Records of Miami - Dade County, Florida. 3. Rent Regulatory Agreement between Borrower and Lender, dated September 6, 2022, and recorded on September 7, 2022, in Official Records Book 33372, Pages 2307-2315 of the Public Records of Miami - Dade County, Florida. 1 Prepared by, and return to upon Recordation: Victoria Mendez, Esq. Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 2nd Floor Miami, FL 33130 Property Address: 3121 Mundy Street Miami, FL 33133; 3173 Mundy Street, Miami, FL 33133 AMENDMENT NO. 1 TO THE CASA VALENTINA LOAN DOCUMENTS THIS AMENDMENT NO.1 TO THE CASA VALENTINA LOAN DOCUMENTS (hereinafter referred to as the "Amendment") made and entered into as of this _ day of October, 2022, by and between Casa Valentina, Inc., a Florida not for profit corporation (hereinafter referred to as "Borrower" or "Project Sponsor"), with an address at 2103 Coral Way Miami, FL 33145, and the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "Lender" or "City"), with an address at 444 S.W. 2nd Avenue, Miami, FL 33130 (collectively, the "Parties"). RECITALS WHEREAS, the Borrower currently owns properties at 3129, 3133, 3135, 3145, 3147, 3173 and 3153 Mundy Street, Miami, FL 33133; and WHEREAS, the City has agreed to loan an amount not to exceed Two Million Dollars ($2,000,000.000) in American Rescue Plan Act of 2021 funds to Borrower ("Loan") so that the Borrower could purchase 3173 Mundy Street, Miami, FL 33133, which said purchase utilized Four Hundred Twenty -Six Thousand, Two Hundred Eighty -Nine Dollars and Thirty Cents ($426,289.30) to date, and Borrower will use an amount not to exceed the remaining One Million, Five Hundred Seventy -Three Thousand, Seven Hundred Ten Dollars and Seventy Cents ($1,573,710.70) in ARPA Funds to purchase several other parcels of real property from the pool of parcels identified in City Commission Resolution No. R-21-0427, attached hereto and incorporated herein as Exhibit "B", in order to develop the Project, as defined herein; and WHEREAS, pursuant to the terms of the Loan Documents, as defined herein, the Project Sponsor will apply to receive the ARPA Funds, through the processes established in the Loan Documents, as the opportunities to acquire eligible parcels of land materialize ("Additional Properties"); and WHEREAS, now, the Project Sponsor is acquiring 3121 Mundy Street Miami, FL 33133, in fee simple, the real property described as follows (hereafter referred to as the "New Mortgaged Property"): Lot 12, of CHARLES M. MUNDY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 15, at Page 29, of the Public Records of Miami - Dade County, Florida. 2 WHEREAS, the Project Sponsor is acquiring the New Mortgaged Property so that it can construct a residential affordable housing project known as Casa Valentina, that will increase the supply of rental housing units for Low Income Households ("Project"); and WHEREAS, pursuant to the Loan Agreement, as defined herein, the Parties have agreed to amend the Loan Documents to the extent necessary to include and encumber the Additional Properties that Borrower purchases with ARPA Funds, which will allow the City to disburse ARPA Funds, in compliance with the Disbursement Agreement, as defined herein, and ARPA, through its final rule, 31 CFR Part 35, that implements the Coronavirus State Fiscal and Local Fiscal Recovery Funds ("ARPA"), to the Borrower so Borrower can purchase the New Mortgaged Property; and WHEREAS, the City and the Project Sponsor intend and agree to amend and modify the Loan Documents, as specifically described herein, in order to, among other things, encumber, place a lien against, regulate the rents of, and restrict the use of both the New Mortgaged Property and the Original Mortgaged Property, as defined herein; and WHEREAS, Lender is the holder and owner of the loan documents made in connection with the Loan (hereinafter sometimes collectively referred to as the "Loan Documents" and sometimes individually referred to as a "Loan Document") including but not limited to: i. Promissory Note (American Rescue Plan Act Of 2021 "ARPA" Funds) For Casa Valentina, Inc. in the principal face amount of Two Million and 00/100 Dollars ($2,000,000.00) executed and delivered by Borrower in favor of Lender (hereinafter referred to as the "Note"); and, ii. Mortgage and Security Agreement For Casa Valentina, Inc. given by Borrower, as mortgagor, to Lender, as mortgagee, recorded on September 7, 2022, in Official Records Book 33372, Page 2286-2299 of the Public Records of Miami -Dade County, Florida (hereinafter referred to as the "Mortgage"), and which Mortgage encumbers the real property as described therein (the "Original Mortgaged Property"); and, iii. ARPA Loan Agreement for Casa Valentina, dated on or about September 6, 2022, made between the Lender and the Borrower (hereinafter referred to as the "Loan Agreement"); and iv. Declaration of Restrictive Covenants For Casa Valentina made by Borrower in favor of Lender, recorded on September 7, 2022, in Official Records Book 33372, Pages 2300 - 2306 of the Public Records of Miami -Dade County, Florida (hereinafter referred to as the "Covenant"); and v. Rent Regulatory Agreement For Casa Valentina between Borrower and Lender, recorded on September 7, 2022, in Official Records Book 33372, Pages 2307-2315 of the Public Records of Miami -Dade County, Florida (hereinafter referred to as the "Rent Regulatory Agreement"); and 3 vi. Disbursement Agreement between Original Mortgagor and Lender dated on or' about September 6, 2022 (hereinafter referred to as the "Disbursement Agreement"); and WHEREAS, the City agrees to the amendments stated herein provided that all Parties execute this Amendment and Borrower executes the Amended and Restated Promissory Note and Amended and Restated Mortgage and Security Agreement, both attached hereto and incorporated herein; and NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) and in consideration of the Premises and of the mutual covenants contained herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows: 1. Recitals: The recitals and findings set forth in the preamble of this Amendment are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. 2. Amended Loan Documents: A.) The following amendments are hereby made: i.) The Mortgage is amended and restated in the Amended and Restated Mortgage and Security Agreement, which is attached hereto and is incorporated herein by this reference (hereinafter referred to as the "Amended and Restated Mortgage") to the extent legally necessary for Borrower to be liable for the Loan as debtor and Mortgagor, as defined in the Amended and Restated Mortgage. ii.) The Note is amended and restated in the Amended and Restated Promissory Note, which is attached hereto and is incorporated herein by this reference (hereinafter referred to as the "Amended and Restated Promissory Note" or "Amended and Restated Note") to the extent legally necessary for Borrower to be liable for the Loan as Maker, as defined in the Amended and Restated Promissory Note. iii.) The Covenant is hereby amended as follows: a.) In the recordation heading of page 1, the reference to the "Property Address" is amended as follows: Property Addresses: 3173 Mundy Street, Miami, FL 33133; 3121 Mundy Street, Miami, FL33133. b.) The first recital on page 1, is amended as follows: WHEREAS, the Project Sponsor is the owner of the property located at 3173 Mundy Street, Miami, Florida, and 3121 Mundy Street, Miami, FL 33133, as legally described in Exhibit "A," attached hereto and incorporated herein (collectively, the "Property"); and. c.) On page 7, the legal description is amended to reflect the legal descriptions of both the Original Mortgaged Property and New Mortgaged Property as set forth in Exhibit "A", attached hereto and incorporated herein. iv.) In the avoidance of doubt, the Disbursement Agreement is not impacted by this Amendment. v.) The Rent Regulatory Agreement is hereby amended as follows: a.) In the recordation heading of page 1, the reference to the "Property Address" is amended as follows: Property Addresses: 3173 Mundy Street, Miami, FL 33133; 3121 Mundy Street, Miami, FL 33133. 4 b.) The defmition of the word "Property" in the second paragraph on page 1, is amended as follows: The Project is located on 3173 Mundy Street, Miami, FL 33133 and 3121 Mundy Street, Miami, FL 33133, as legally described in Exhibit "A", attached hereto and incorporated herein (hereinafter collectively referred to as the "Property"). c.) On page 9, the legal description is amended to reflect the legal descriptions of both the Original Mortgaged Property and New Mortgaged Property as set forth in Exhibit "A", attached hereto and incorporated herein. The Loan Agreement is hereby amended as follows: a.) On page 1, the reference to the "Property Address" is amended as follows: Property Addresses: 3173 Mundy Street, Miami, FL 33133 and 3121 Mundy Street, Miami, FL 33133. b.) On page 5 in section 1.17, the definition of the word "Property" is amended as follows: The real property, together with other real property to be acquired with the Loan, and all improvements thereon, located at 3173 Mundy Street, Miami, FL 33133 and 3121 Mundy Street, Miami, FL 33133, in the County of Miami - Dade, State of Florida, on which the Project is being constructed, as legally described in Exhibit "A," attached hereto and incorporated herein. c.) On page 6, section 2.1 titled "Use of Funds" is amended as follows: The ARPA Funds must be used for the acquisition of the real property located at 3173 Mundy Street, Miami, FL 33133 and 3121 Mundy Street, Miami, FL 33133, so that Borrower can construct safe and affordable housing for Low Income Households. Fifty (50) of the Project's residential apartment units will be ARPA Assisted Units for eligible Low -Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. Subject to the Parties amending the Loan Documents to include and encumber the Additional Properties, the City will disburse ARPA Funds, in compliance with the Disbursement Agreement and ARPA, to the Borrower so Borrower can purchase a portion of the Additional Properties. d.) On page 17, section 5.6 titled "Marketable Title" is amended as follows: The Project Sponsor must have good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Order Number Order Number 1062-6159922) issued by First American Title Insurance Company, effective as of August 13, 2022, at 8:00 am, as endorsed, and that certain Title Insurance Commitment (Order File Number Canaves-Cerone) issued by Old Republic National Title Insurance Company, effective as of September 28, 2022, at 11:00 pm, as endorsed (collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. e.) Exhibit "A" of the Loan Agreement is amended to reflect the legal descriptions of both the Original Mortgaged Property and New Mortgaged Property as set forth in Exhibit "A", attached hereto and incorporated herein. B.) Each Loan Document is hereby further amended by modifying any and all references to one another in order to refer to each other as amended by this Amendment. C.) Except as specifically modified hereby, the Loan is subject to the same terms, covenants, conditions, representations, warranties, and agreements contained in the Loan Documents, and such terms, covenants, conditions, representations, warranties, and agreements are hereby ratified and confirmed in all respects. 3. Warranties and Representations: Borrower affirms warrants, represents, confirms, and covenants to City that it has no defenses nor rights of set-off against Lender or against the payment, collection or enforcement of the indebtedness evidenced by the Amended and Restated Promissory Note and owed to Lender. Borrower further warrants and represents as follows: a. Borrower has done no acts nor omitted to do any act which might prevent Lender from, or limit Lender in, acting upon or under any of the provisions herein, in the Amended and Restated Mortgage, in the Amended and Restated Promissory Note or any other Loan Document executed in connection therewith, as amended hereby; b. Borrower is not prohibited under any other agreement with any other person, corporation, or any judgment or decree, from the execution and delivery of this Amendment, or the performance of each and every terms, covenants, conditions, representations, warranties, and/or agreements hereunder or under the Amended and Restated Mortgage, Amended and Restated Note or any other Loan Document executed in connection therewith, as amended hereby; c. No action has been brought or threatened which would in any way interfere with the right of Borrower to execute this Amendment and perform all of Borrower's obligations contained herein, in the Amended and Restated Promissory Note, in the Amended and Restated Mortgage, or in any other Loan Document executed in connection therewith, as amended hereby; d. All financial statements of Borrower are true and correct in all respects, fairly present the respective financial conditions of the subjects thereof as of the respective dated thereof and no material adverse change has occurred that would affect Borrower's ability to repay the indebtedness described herein; e. Borrower is duly formed, validly existing and in good standing under the laws of the State of Florida and has full power and authority to consummate the transactions contemplated under this Amendment. f. The Amended and Restated Note is a valid obligation enforceable in accordance with its terms and is binding upon Borrower, and its successors, assigns and administrators without any claim, defense of off -set or other sum due, pending or existing. The Amended and Restated Mortgage is a valid obligation of Borrower enforceable in accordance with its terms and is binding upon Borrower, and its successors, assigns and administrators without any claim, defense of off- set or other sum due, pending or existing; 6 4. Acknowledgments: a. To the best of their knowledge, the parties hereto all acknowledge that the Loan Documents are in full force and effect as of the date hereof. City acknowledges that there are no defaults as of date hereof; and, b. Borrower acknowledges that of the total Two Million Dollar ($2,000,000.00) Loan amount Borrower has drawn Four Hundred Twenty -Six Thousand, Two Hundred Eighty -Nine Dollars and Thirty Cents ($426,289.30) for the purchase of 3173 Mundy Street, Miami, FL 33133, which leaves One Million, Five Hundred Seventy -Three Thousand, Seven Hundred Ten Dollars and Seventy Cents ($1,573,710.70) to be spent on acquiring Additional Properties, including the New Mortgaged Property, in compliance with ARPA. 5. Attorney's fees: In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Amendment, 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. In the event that it is determined that additional costs relating to this transaction are due, Borrower agrees to pay such costs immediately upon demand. 6. No Novation: It is the intent of the Parties that this instrument shall not constitute a novation and shall in no way adversely affect the lien priority of the Mortgage, as modified by the Amended and Restated Mortgage, and other Loan Documents referred to herein and as amended hereby. The Parties shall be bound by all terms and conditions hereof until all indebtedness owing from the Borrower to the Lender shall have been paid in full, and the Amended and Restated Note shall continue to be secured by the Amended and Restated Mortgage without novation or interruption. 7. Counterparts: This Amendment 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 Amendment (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 Amendment upon request. 8. Recordation: The recording of this Amendment on the public Records shall evidence the closing of the transaction described herein. 9. Paragraph Headings: The paragraph headings used herein are for convenience of reference only and shall not be used in the interpretation or construction hereof. 7 10. Governing Law and Venue: This Amendment 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 Amendment 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 hereto both waive any defense that venue in Miami -Dade County is not convenient. 11. Time of the Essence: Time is of the essence in the performance of this Amendment. 12. Amendment and Modification: This Amendment may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the City and Borrower. 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. 13. Severability: Invalidation of one of the provisions of this Amendment by judgment of Court shall not affect any of the other provisions of the Amendment, which shall remain in full force and effect. 14. Binding Effect: This Amendment shall inure to the benefit of and be binding upon the parties hereto as well as their successors and assigns, heirs and personal representatives. 15. Number and Gender: Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the others and shall apply jointly and severally. 16. Third Party Beneficiaries: It is expressly agreed and by this statement specifically intended by the parties that nothing within this Amendment shall be construed as indicating any intent by either party to benefit any other entity or person not a party signatory to this Amendment by any provision or to entitle any such third party to any right of action on account hereof. 17. Assignment: Neither this Amendment nor any rights, interest or obligations hereunder, shall be assigned by any party hereto without the prior written consent of the other parties hereto. 18. Definitions: All capitalized terms not defined herein shall have the meanings provided in the ARPA Loan Agreement. 19. Notices and Contact. All notices under this Amendment shall be in writing and addressed as follows: 8 To City: City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director With Copy To: Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 To Project Sponsor: Casa Valentina, Inc. 2103 Coral Way Miami, FL 33145 Attn: Janice Graham, Executive Director With Copy to: Peter Gruber, P.A. 2997 Day Avenue Coconut Grove, Florida 33133 Notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 20.) Disputes. In the event an unresolved dispute exists between any of the Parties with regard any matter arising pursuant to this Amendment or relating to the Amended and Restated Note and/or the Amended and Restated Mortgage, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard (the "City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the parties hereto. In the event additional time is necessary, the City Manager will notify the Parties within the thirty (30) day period that additional time is necessary. The Parties agree that the City Manager's determination shall be final and binding on all Parties, subject only to judicial review. 21.) Jury Trial. The Parties shall not seek a jury trial in any lawsuit proceeding, counterclaim, or any other litigation procedure based upon or arising out of the Amended and Restated Note, the Amended and Restated Mortgage, and/or this Amendment, or the dealings or the relationship between or among such person or entities, or any of them, or seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the Parties, and the provisions hereof shall be subject to not exceptions. No party to this Amendment has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have duty executed this Amendment as follows: As to Borrower, the 12 ' day of Oc.A obi , 2022. WITNESSES STATE OF FLORIDA CASA VALENTINA, INC., A FLORIDA NOT FOR PROFIT CORPORATION B �-• Print Name: Janice Graham Title: Executive Director ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of NI physical presence or O online notarization, this 13day of (3a\vVer , 2022 by Janice Graham as Executive Director of Casa Valentina, Inc., a Florida not for profit corporation. She is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Robert Carbajal Comm.#HH056602 Pau Aaron Nasty S-1 ,o Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) As to Lender, the _day of , 2022. ATTEST: odd Hann Date: erk 0 proved As To Form and Correctness: Vica Mendez City Attorney RFA #21-2101K STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY: City of Miami, a municipal corporation of the St. of Fl• ida By: Nori - FXI\ M .. a Approved by Risk i_ Ann -Marie S . rpe Director ACKNOWLEDGMENT ent: The foregoing instrument was acknowledged before me by means of E4ysical presence or 0 online notarization, this \5 day of OcAc .Z ( , 2022 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 is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Signature of Per Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) S-2 Exhibit "A" Legal Description of 3121 Mundy Street Miami, FL 33133: Lot 12, of CHARLES M. MUNDY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 15, at Page 29, of the Public Records of Miami -Dade County, Florida. Legal Description of 3173 Mundy Street, Miami, Florida 33133: Lot 5, of Charles M. Mundy, a subdivision, according to the Plat thereof, as recorded in Plat Book 15, Page 29, of the Public Records of Miami -Dade County, Florida. Exhibit B City of Miami Legislation Resolution City Hall 3500 Pan Amanccan Chive Miami, FL 33133 wevw.mIamigavxam File Number:10701 Final Action bate: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, BY A FOUR -FIFTHS (4l5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED; WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; ALLOCATING GRANT FUNDING IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000.00) IN AMERICAN RESCUE PLAN ACT OF 2021 ("ARPA") FUNDS TO CASA VALENTINA, INC., A FLORIDA NOT FOR PROFIT CORPORATION ("DEVELOPER"), FOR THE DEVELOPER TO ACQUIRE ONE (1) OR MORE OF THE PARCELS DESCRIBED IN EXHIBIT "B," ATTACHED AND INCORPORATED, ON WHICH THE DEVELOPER WILL CAUSE TO BE CONSTRUCTED A NEW AFFORDABLE HOUSING DEVELOPMENT THAT WILL CONTAIN NO LESS THAN FIFTY (50) CITY ASSISTED RESIDENTIAL RENTAL UNITS FOR ELIGIBLE RESIDENTS WHOSE ANNUAL INCOME IS EQUAL TO OR LESS THAN EIGHTY PERCENT (80%) OF AREA MEDIAN INCOME AS PUBLISHED ANNUALLY BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT TO BE KNOWN AS CASA VALENTINA ("PROJECT"), SUBJECT TO THE RECEIPT BY THE CITY MANAGER OF THE APPROVAL OF THE PROJECT BY THE CITY'S HOUSING AND COMMERCIAL LOAN COMMITTEE ("HCLC APPROVAL") AND SUBJECT TO THE TERMS, CONDITIONS, AND RESTRICTIONS CONTAINED HEREIN AND IN THE HCLC APPROVAL; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS, EXTENSIONS, AND MODIFICATIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, SUBJECT TO COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE OF FLORIDA, LOCAL, AND CITY LAWS, RULES, AND REGULATIONS FOR AFFORDABLE HOUSING PROJECTS AND ARPA FUNDS AND SUBJECT TO THE DEVELOPER FULFILLING ALL OF THE TERMS AND CONDITIONS TO BE SET FORTH IN THE HCLC APPROVAL, IN ORDER TO ALLOCATE THE CITY'S ARPA FUNDING TO THE PROJECT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the proposed residential development known as Casa Valentina will be Located at approximately 3129 Mundy Street, 3133 Mundy Street,3135 Mundy Street, 3145 Mundy Street, 3147 Mundy Street, and 3153 Mundy Street in Miami, Florida and likely at several other parcels, which are ail set forth in Exhibit "B," attached and incorporated (collectively, "Parcels"), that Casa Valentina, Inc., a Florida not for profit corporation ("Developer"), is currently negotiating to purchase (collectively, "Property"), and it will provide no fewer than fifty (50) City assisted affordable rental units ("City -Assisted Units") in District 2 ("Project"); and WHEREAS, the Developer proposes to develop and use the Property exclusively for affordable rental housing; and WHEREAS, in exchange for the City providing an amount not to exceed Two Million Dollars ($2,000,000.00) in American Rescue Plan Act of 2021 (°ARPA") funds for the acquisition of one (1) or more of the Parcels, the Developer will construct and cause the City -Assisted Units to be occupied by eligible residents whose annual income is equal to or less than eighty percent (80%) of area median income ("AMI") as published annually by the United States Department of Housing and Urban Development ("HUD") ("Eligible Resident?) for a period of no less than thirty (30) years commencing on the date on which the Project has obtained all of the required Certificates of Occupancy (or Temporary Certificates of Occupancy, if applicable) and all City - Assisted Units have been !eased to Eligible Residents; and WHEREAS, the City's Housing and Commercial Loan Committee ("HCLC") has not yet reviewed a completed proposal for the Project in order for the Project to receive an allocation of ARPA funds and, therefore, any City Commission approval is subject to the approval of the Project by HCLC ("HCLC Approval") and the Developer fulfilling, in a timely manner, any and all terms, requirements, and conditions set forth in the HCLC Approval; and WHEREAS, this allocation is subject to the following requirements: the City's ARPA funds shall remain in escrow or shall remain with the City until the closing date of the acquisition of the Parcel(s) and the City shall record or cause to be recorded a declaration of restrictive covenants that shall run with the land and shall set forth the affordability restrictions of the Project ("Covenant"), which Covenant shall have senior lien priority to any and all liens associated with the financing related to the Project; and WHEREAS, the Project shall commence construction within twelve (12) months of the date of adoption of this Resolution, the Project shall obtain all Certificates of Occupancy (or Temporary Certificates of Occupancy, as applicable) required for the Project within eighteen (18) months of the adoption of this Resolution, and the Project shall have all City -Assisted Units rented by Eligible Residents within twelve (12) months after the issuances of theProject's Certificates of Occupancy or Temporary Certificates of Occupancy, whichever shall occur first, but in no event later than thirty (30) months from the adoption of this Resolution (collectively, "Benchmarks"); however, these Benchmarks may be modified by HCLC; and WHEREAS, the Developer has requested and the City Manager has determined in his memorandum, attached and incorporated as Exhibit "A," that it is in the best interest of the City to waive competitive bidding and that it is in the best interest of the City to allocate an amount not to exceed Two Million Dollars ($2.000,000.00) in ARPA funds for the affordable housing components of the Project being developed by the Developer provided that the Developer fulfills any and all of the terms and conditions set forth by the HCLC Approval; and WHEREAS, such allocation shall be in compliance with all applicable Federal, State of Florida, local, and City laws, rules, and regulations for affordable housing projects, including but not limited to ARPA (collectively, `Laws"); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. By a four -fifths (415ths) affirmative vote, after an advertised public hearing, the City Manager's determinations, finding, and recommendation, attached and incorporated as Exhibit "A," pursuant to Section 18-85 of the Code of the City of Miami, Florida, as amended, are ratified, approved, and confirmed and the City Commission hereby waives the requirements for said procedures. Section 3. Subject to the receipt by the City Manager of the HCLC Approval and the requirements contained herein, the City Commission hereby authorizes' and directs the City Manager to allocate funding in an amount not to exceed Two Million Dollars ($2,000,000.00) in ARPA funds for the Project being developed by the Developer, provided that the Developer fulfills any and all terms and conditions set forth in the HCLC Approval and herein and subject to compliance with all Laws. Section 4. Subject to the receipt by the City Manager of the HCLC Approval, the City Manager is authorized" to negotiate and execute any and all necessary documents, including amendments, extensions, and modifications, all in forms acceptable to the City Attorney, subject to compliance with all Laws and subject to the Developer fulfilling all of the terms and conditions set forth in the HCLC Approval, in order to allocate the ARPA funds to the Developer. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FARM AND CORRECTNESS: The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions.