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HomeMy WebLinkAbout24343AGREEMENT INFORMATION AGREEMENT NUMBER 24343 NAME/TYPE OF AGREEMENT OMNI CRA & CASA MIA APARTMENTS DESCRIPTION DISBURSEMENT AGREEMENT/INCREASE OF SUPPLY OF RENTAL HOUSING UNIT FOR VERY LOW & LOW INCOME HOUSEHOLDS EFFECTIVE DATE March 31, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 3/31/2023 DATE RECEIVED FROM ISSUING DEPT. 4/3/2023 --- NOTE 224 ,DISBURSEMENT AGREEMENT FOR CASA MIA APARTMENTS, LLC This Disbursement Agreement for Casa Mia Apartments, LLC (this "CRA Disbursement Agreement") is made as of this SI day of IAJ_,, 2023 by and between CASA MIA APARTMENTS, LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136, and its successors and/or assigns (hereinafter the "CRA"). RECITALS WHEREAS, the Project Sponsor is the owner to the real property ("Property") described in Exhibit "A," which is attached hereto and is incorporated herein. The Project Sponsor is renovating an existing affordable housing project known as the Casa Mia Project (the "Project") that will increase the supply of rental housing units for Very Low and Low Income Households, by rehabilitating and maintaining affordable rental units; WHEREAS, on September 24, 2020, the Board of Directors of the CRA ("Board") approved funding for the Project in thz amount of $500,000.00 for construction for Project hard and soft construction costs (the "CRA Funds" or "Construction CRA Funds"); and WHEREAS, the CRA and the Project, Sponsor intend and agree that the CRA Funds be subject to the terms and conditions of this Agreement and the Construction Loan Agreement, which has been executed of even date herewith. 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 CRA agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This CRA Disbursement Agreement establishes the conditions and process under which the CRA Funds will be disbursed to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this CRA Disbursement Agreement until such funds are needed for the reimbursement of eligible costs and other costs as approved by the CRA with the exception of the first draw advance. Provided the CRA is obligated to disburse the CRA Funds pursuant to that certain that certain Construction Forgivable Loan Agreement for CASA MIA APARTMENTS, LLC (the "Construction Loan Agreement;" the CRA will disburse such funds in accordance with this Article I. 1.2 Provided the CRA is obligated to disburse the CRA Funds pursuant to the Construction Loan Agreement, the CRA will disburse $500,000.00 in accordance with the Project Sponsor's requests for the construction rehabilitation of the units within the Project. The Project Sponsor shall (in accordance with the terms of this CRA Disbursement Agreement) submit draw requests for the Construction CRA Funds, which draw requests will be submitted not more Page 1 of 8 frequently than one (1) time per month. The Project Sponsor will submit or cause to be submitted the following documentation to the CRA: (a) Hard Costs: (i) A Request for Disbursement, in a form reasonably acceptable to the CRA, setting forth such details concerning construction of the Project as the CRA shall reasonably require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and materialmen; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the CRA by no later than the thirtieth (30t) day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the Architect for the Project, and the Contractor. (iii) Applications for receiving Construction CRA Funds for reimbursement of hard costs will include a Memorandum of Advance and such architectural documents as the CRA may reasonably require. The CRA Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance (in all material respects) with approved final plans and specifications of the Project; and such other matters as the CRA may reasonably require. Lien waivers/releases shall be submitted to the CRA Inspector for review and approval `before each disbursement. If the CRA requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (b) Soft Costs: (i) A Request for Disbursement, in a form acceptable to the CRA, together with: (a) a copy of invoices of those costs for which the Project Sponsor is requesting disbursement (, and (b) copies of the Project Sponsor's checks in payment of each soft cost for which disbursement is being requested. (ii) Within sixty (60) days of the date of each Request for Disbursement, the Project Sponsor shall submit to theCRA copies of its cancelled checks confirming final payment of each cost included in such Request for Disbursement. (iii) Each Request for Disbursement of soft costs must be signed by the Project Sponsor. (c) Such other information and documents as the CRA may reasonably require. Page 2 of 8 (d) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the CRA that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a good and workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the CRA; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; (iv) No Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract; and (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1 where applicable. 1.3 The CRA Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the Construction CRA Funds is submitted. The CRA Inspector will review and approve (such approval not to be unreasonably withheld, conditioned or delayed) the final plans and specifications for the Project and will review and approve (such approval not to beunreasonably withheld, conditioned or delayed) the draw requests based on the percentage of work completed. The CRA Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the CRA. All construction change orders must receive the prior written approval (such approval not to be unreasonably withheld, conditioned or delayed) of the CRA Inspector or Executive Director. Change orders that have not received the prior written approval of the CRA Inspector or Executive Director shall not be approved for payment/reimbursement by the CRA. 1.4 Within five (5) working days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the CRA will notify the CRA Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the CRA Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The CRA Inspector shall complete its inspection and submit its report to the CRA within five (5) working days of receipt of the Notification. 1.6 If the CRA finds the materials submitted by the Project Sponsor and the report of inspection by the CRA Inspector to be satisfactory to the CRA and in accordance with the Loan Page 3 of 8 Agreements, the CRA shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the CRA reasonably deems appropriate based in the CRA Inspector's report. 1.7 The CRA shall fund disbursements of the Construction CRA Funds by no later than Ten (10) working days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof. and the inspection report of the CRA Inspector, in the form required by Sections 1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct. 1.8 The CRA shall retain five percent (5%) of each Request for Disbursement for hard costs associated with the Project, until the date all units within such building have been fully rehabilitated. The following additional retainage release conditions shall also apply to the disbursement requests: (the "Retainage Release Condition"). (a) Receipt by CRA of satisfactory evidence of the completion of the improvements (with respect to the building for which the retainage is being released) substantially in accordance with the plans and specifications for the improvements as provided by the Project Sponsor to the CRA and; (b) Receipt by CRA of a certificate or report from the CRA's construction inspector verifying (based on a site inspection) the completion of the improveinerits (with respect to the building for which the retainage is being released) substantially in accordance with the plans and specifications for the improvements as provided by the Project Sponsor to the CRA. The CRA shall release such 5% retainage within thirty (30) business days of Project Sponsor's satisfaction of the Retainage Release Condition, provided that the CRA has received customary waivers and `releases of lien from the contractor and each subcontractor and/or supplier which have delivered a statutory notice_to owner to Project ,Sponsor. Notwithstanding the foregoing, the CRA shall not be required to release the final $50,000 of the Construction CRA Funds under the Construction Forgivable Project Loan Agreement until such time that the CRA has received written confirmation of the completion of the Scope of Work (as described in the Construction Forgivable Project Loan Agreement) of the CRA's Affordable Units, and, at the Project Sponsor's sole cost: a Final Cost Certification prepared by an independent certified public accountant, a final certificate of occupancy for the Project, a rent roll for the Project, and a release of liens from all Project contractors and subcontractors, in form and substance reasonably acceptable to the CRA. 1.9 The CRA reserves the right to refuse to fund any disbursement request(s) in the event that the CRA determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the Construction Loan Agreement, shall be made in accordance with this CRA Disbursement Agreement. 1.11 The CRA shall not fund any draw request in an amount that exceeds the CRA's initial contribution percentage of the entire development cost of the Project. Page 4 of 8 ARTICLE II MISCELLANEOUS 2.1 This CRA Disbursement Agreement may only be amended in writing by all the parties. hereto. 2.2 This CRA Disbursement Agreement, the Loan 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 CRA Disbursement 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. CRA Loan Documents. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this CRA Disbursement 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. 2.5 This CRA Disbursement Agreement may be executed in any number of counterparts, 'each ofwhich so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same CRA Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this CRA Disbursement 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 CRA Disbursement Agreement upon request. [Signature Page Follows] Page 5 of 8 IN WITNESS WHEREOF, this CRA Disbursement Agreement has been executed by the Project Sponsor and the CRA on the date first above written. PROJECT SPONSOR: CASA MIA APARTMENTS LLC, a Florida limited liability company By: SOUTHEAST REAL ESTATE INVESTMENTS LLC its Manager WITNESSES: Carlos G. Parra, Manager Date: 03-0! —A. Name: N, (1eJ Print Name: Fri/WAb CASA MIA APARTMENTS LLC Address: Attn: CARLOS PARRA 2650 SW 27th Av Suite 301 Miami, Florida 33133 ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me by means of 0 physical presence or 0 online notarization on this a* day of 11/jard, , 2023 by Carlos G. Parra, as Manager of SOUTHEAST REAL ESTATE INVESTMENTS LLC, the Manager of CASA MIA APARTMENTS, LLC, on behalf of such limited liability company, who is personal own to me or who produced a asentification. My Commission Expires: Signature SfNotary Public, State of Florida Fr A.v160> LA0P -1\107,1 Printed Name of Notary Public $4 P/p,� FRANCES LLOP-NOY ;Notary Public -State of Florida Commission # GG 905986 My Commission Expires August 21, 2023 ♦ Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: d Hannon, e Board Date: 3'-31 faoa3 APPROVED AS TO FORM AND CORRECTNESS: Vi a Mendez XEq f9( General Counsel 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: Humberto Gonzalez, Executiv Page 7 of 8 Exhibit "A" Legal Description DESCRIPTION: LOT 11 LESS THE E 25FT BLOCK 23 OF WADDELLS ADDITION TO MIAMI, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B PAGE 53 OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA. Page 8 of 8