HomeMy WebLinkAbout24405AGREEMENT INFORMATION
AGREEMENT NUMBER
24405
NAME/TYPE OF AGREEMENT
GALLERY AT WEST BRICKELL
DESCRIPTION
COVENANT IN FAVOR OF MIAMI-DADE COUNTY/EXEMPTION
FROM EDUCATIONAL FACILITIES IMPACT FEE FOR
ELDERLY HOUSING/MATTER ID: 22-3462
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
1/17/2023
DATE RECEIVED FROM ISSUING
DEPT.
5/9/2023
NOTE
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Housing and Community Development
DEPT. CONTACT PERSON: Maria T. Ason EXT. *Cell phone305-301-5148
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Gallery at West Brickell, LLC
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: $0 FUNDING INVOLVED? ❑ YES ® NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
El GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
El PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
El LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY) Covenant in favor of Miami Dade County for Educational Facilities Impact Fee
Exemption and Affordable Housing Covenant for Road Impact Fee Exemption.
PURPOSE OF ITEM (BRIEF SUMMARY): Execution of the HOME loan documents in connection with the Gallery at
Wet Brickell project. The executed documents will be held on escrow for the financing closing in order to retain the 3rd lien
position subject to approval by the Housing & Commercial Loan Committee on Sept. 28, 2022.
COMMISSION APPROVAL DATE: / /
FILE ID: N/A ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: The City has allocation funding for
the development of the Gallery at West Brickell project that will provide affordable housing to very low income households.
The Borrower applied for Impact Fee Exemptions with Miami Dade County. As a lender, the City is required to execute the
signature page of each instrument that will be recorded in the public records.
rs:;_; <IROUTING•.INFORMATION =: :.;:: =; ;-,•
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Date
PLEASE ' RINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
11/03/22
George Me f i. Duran
SIGNA
SUBMITTED TO RISK MANAGEMENT
N/A
Ann -Marie Sharpe
SIGNATURE:
SUBMITTED TO CITY ATTORNEY
I �o /3
Victori endez
V
SIGNA •
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APPROVAL BY ASSISTANT CITY MANAGER
Larry Spring
SIGNATURE:
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RECEIVED BY CITY MANAGER
v\ey17
Art Noriega
SIGNATURE:
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1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITYrATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
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SIGNATURE:
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SIGNATURE:
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PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
This instrument was
prepared by:
Lisette Martinez, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
(Space reserved for Clerk)
COVENANT IN FAVOR OF MIAMI-DADE COUNTY
RELATING TO EXEMPTION FROM EDUCATIONAL
FACILITIES IMPACT FEE FOR ELDERLY HOUSING
THIS COVENANT IN FAVOR OF MIAMI-DADE COUNTY RELATING
TO EXEMPTION FROM EDUCATIONAL FACILITIES IMPACT FEE FOR
ELDERLY HOUSING ("Covenant") is made and entered into this day of
, 2023 by and between THE GALLERY AT WEST BRICKELL,
LLC, a Florida limited liability company (the "Owner"), whose address is 2850
Tigertail Avenue, Suite 800, Miami, FL 33133, in favor of MIAMI-DADE COUNTY,
a political subdivision of the State of Florida ("County"), whose address is c/o
Department of Regulatory and Economic Resources, Stephen P. Clark Center, 111 NW
1st Street, l lth Floor, Miami, Florida, 33128, Attn: Director.
WHEREAS, the Board of County Commissioners of Miami -Dade County
has adopted the Miami -Dade County Educational Facilities Impact Fee Ordinance,
Chapter 33K of the Code of Miami -Dade County, Florida (the "Ordinance");
WHEREAS, the Ordinance exempts from the required payment of Educational
Facilities Impact Fee any land development activity that is not capable of creating
capital educational facilities demand during its useful lifetime as a matter of law
and fact, as defined in the Ordinance ("Educational Facilities Impact Fee");
WHEREAS, the MIAMI-DADE COUNTY DEPARTMENT OF
REGULATORY AND ECONOMIC RESOURCES (the "Department") through its
Director is given authority to administer and effectuate the Ordinance;
WHEREAS, the Owner will construct a project in Miami -Dade County
which shall be operated and maintained to meet the specific social and physical needs
of persons fifty-five(55) years of age and older (the "Project") as follows:
The Gallery at West Brickellis the' Project and it consists of approximately
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ninety-three (93) apartments supporting elderly housing on the property located
in Miami -Dade County, Florida; as more particularly described on Exhibit "A"
attached hereto; and
WHEREAS, the Owner is owner of the Project and has agreed to assure the
Department that the Project will be occupied by elderly households in accordance
with the restrictions set forth in this Covenant; and
WHEREAS, the Owner is submitting this Covenant to induce The School
Board of Miami -Dade County, Florida (the "School Board") and the Director of the
Department to grant an exemption of the aforesaid impact fee in the total amount of the
Educational Facilities Impact Fee.
NOW, THEREFORE in consideration of the covenants and undertakings set
forth herein and other good and valuable considerations, the receipt and sufficiency
of which is hereby acknowledged, the Owner its successors and assigns, does
hereby covenant and agree as follows:
1. Recitals: The foregoing recitals are true and correct and are hereby
incorporated herein by reference. All exhibits to this Covenant are hereby
deemed a part hereof.
2. General:
(a) The Project is solely intended to be operated and maintained to meet
the social and physical needs of persons fifty-five (55) years of age and
older; and
(b) No dwelling unit within the Project shall be occupied by any person
under the age of eighteen (18). The term "Occupied" or "Occupy" shall
mean any person who stays overnight in a dwelling unit more than
twenty-one (21) days in any sixty (60) day period or more than
thirty (30) days in any twelve (12) month period.
3. Term: The restrictions set forth in this Covenant shall not be subject to
revocation or amendment for a period of thirty (30) years from the date of
recording, after which time, it shall be extended automatically for successive
periods of ten (10) years each, unless an instrument signed by the then
Owner(s) of the Property has been recorded agreeing to amend the
Covenant in whole, or in part, and further provided that the Covenant has
first been modified or released with prior written consent of the School
Board. The Owner, its successors and assigns, or homeowners' association,
if such an association is created to maintain the Property, shall provide the
School Board Attorney's Office with written notice thirty (30) days prior to
making any amendment which would allow a person under the age of
eighteen (18) to occupy a dwelling unit within the Project, in which case,
Educational Facilities Impact Fee shall become immediately due and
payable.
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4. Termination: The Owner and its successors and assigns shall have the
right, upon written request delivered to the Department, to be released
and have the Project released from the terms and conditions contained
herein upon tender to Miami -Dade County of the full amount of the
applicable Educational Facilities Impact Fee in effect at the time of the
requested release, which may be then payable in accordance with the
provisions of the Ordinance.
5. Covenant Running With the Land: It is further understood and agreed
that this Covenant shall be deemed a covenant running with the land and
shall be recorded by the School Board, at the expense of the Owner, in the
Public Records of Miami -Dade County, Florida, and shall remain in full
force and effect and be binding upon the undersigned Owner and its
successors and assigns until such time as the same may be released in
writing by the Director of the Department, or the executive officer of the
successor of such department or, in the absence of such director or executive
officer, by his assistant in charge of the office in his absence. This
Covenant may only be released with the prior written consent of the School
Board upon proof of payment of all Educational Facilities Impact Fee which
may be due.
6. Governing Law: This Covenant shall be governed by and construed in
accordance with the laws of the State of Florida, both as to substantive
rights and those governing remedies. In the event of any dispute relating
to this Covenant, venue, irrespective of any conflict of laws, shall be in
Miami -Dade County, Florida.
7. County Inspection: As a further part of this Covenant, it is hereby
understood and agreed that any official inspector of the Department or its
agents duly authorized, shall have the right, at any time, of entering and
investigating the use of the premises, to determine whether or not the
requirements of the building and zoning regulations, the impact fee
Ordinance per Chapter 33-K of the Code of Miami -Dade County, and the
conditions herein agreed to are being complied with.
8. Enforcement: Failure of the Owner to enforce any of the above
requirements shall result in Educational Facilities Impact Fee becoming
immediately due and payable in full for. all dwelling units within the
Project. In the event the Educational Facilities Impact Fee becomes due
and payable, Miami -Dade County shall provide written notice to the
Owner. Upon failure of the Owner to pay the Educational Facilities
Impact Fee within thirty (30) days of the date of the Notice, a Notice of
Lien may be filed as provided in Chapters 170 and 173, Florida Statutes, or
any other applicable laws. Upon recordation of the Notice of Lien among
the Public Records of Miami- Dade County, Florida, said lien for unpaid
Educational Facilities Impact Fee shall be coequal with a lien for any state,
county, special district, and municipal taxes, shall be superior in dignity and
right to any subsequent liens filed and may be foreclosed.
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9. Notice: Any notice required to be given herein shall be given, in writing,
by personal delivery or by certified U.S. mail, return receipt requested, at the
address specified below ("Notice") or at such other address as may be
specified in writing by the parties:
DEPARTMENT:
Department of Regulatory and
Economic Resources
Stephen P. Clark Center
111 NW 1st Street, Suite 1210
Miami, Florida 33128
Attn: Director
SCHOOL BOARD:
The School Board of Miami -Dade County, Florida
1450 NE 2nd Avenue, #912
Miami, FL 33132
Attn: Superintendent of Schools
COPY TO:
The School Board of Miami -Dade County, Florida
1450 NE 2nd Avenue, #430
Miami, FL 33132
Attn: School Board Attorney
OWNER:
The Gallery at West Brickell, LLC
2850 Tigertail Avenue, Suite 800
Miami, FL 33133
Attn: Alberto Milo
10. Severability: If any provisions of this Covenant shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired.
11. Attornev's Fees and Costs: In the event of any dispute or suit,
pertaining to or arising out of this Covenant, each party shall be
responsible for its own attorney's fees and costs through all appeals.
[SIGNATURE PAGE FOLLOWS]
#11120368 v2
30364-1032
(Space reserved for Clerk)
IN WITNESS WHEREOF, we have executed this Covenant on
2022.
OWNER:
NI ,
THE GALLERY AT WEST BRICKELL,
LLC, a Florida limited liability company
By: The Gallery at West Brickell Manager,
LLC, a Florida limited liability company, as
its manager
By: 9aPirTony Del Pozzo, Vicet
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing inistiument was acknowledged before me this 2' day of N by, , 2022,
by means of Vphysical presence or ❑ online notarization, by Tony Del Pozzo, as Vice
President of The Gallery at West Brickell Manager, LLC, a Florida limited liability
company, the manager of The Gallery at West Brickell, LLC, a Florida limited liability
company. He is ,personally known to me and acknowledged that he did execute this
instrument freely and voluntarily for the purposes stated he in.
1 Iic)
0 .F:!10i:=, VANESSAPILOTO
20. .o
*: MY COMMISSION # HH 213353
''?= EXPIRES: February 18, 2026
#11120368 v2
30364-1032
Notary Public, State of Florida
Commission No.:-khj37j5
My Commission Expires:_ I(� 1)-cd
EXHIBIT A
Legal Description
Lessee's interest in that certain unrecorded Ground Lease by and between Miami -Dade
County, a political subdivision of the State of Florida, Lessor, and The Gallery at West
Brickell, LLC, a Florida limited liability company, Lessee, memorialized by that certain
Amended and Restated Memorandum of Ground Lease recorded September 8, 2022 in
Official Records Book 33373, Page 4815, in the Public Records of Miami -Dade County,
Florida, demising the following described Land:
Parcel 1 - Leasehold
Lots 13, 14, 15, 16, 17, 18, 19 and Lot 20, LESS the East 10 feet of Lot 20, and LESS the
North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF MIAMI, according to
the Plat thereof as recorded in Plat Book B, Page 41, and also LESS that portion of Lot
20 conveyed by Miami -Dade County to the City of Miami in County Deed recorded in
Official Records Book 29283, Page 588, all of the Public Records of Miami -Dade
County, Florida.
Parcel 2 - Non -Exclusive Easement
Non -Exclusive easements for the benefit of Parcel 1 created by that certain Easement
Agreement by and between Joe Moretti Preservation Phase One, LLC, a Florida limited
liability company and The Gallery at West Brickell, LLC, a Florida limited liability
company, dated September 30, 2020, recorded on October 14, 2020 in Official Records
Book 32142, Page 4750, of the Public Records of Miami -Dade County Florida, over,
under and across the lands described as follows:
Lots 3 and 4, and the North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF
MIAMI, according to the Plat thereof recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida.
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JOINDER OF FIRST MORTGAGEE
(Bond Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing in favor of Housing Finance Authority of
Miami -Dade County (Florida) recorded in Official Records Book 33373 Page 4931, as assigned
to The Bank of New York Mellon Trust Company, N.A., a national banking association, as
Fiscal Agent, by Assignment of Leasehold Mortgage and Security Documents, recorded in
Official Records Book 33373, Page 4973, all of the Public Records of Miami -Dade County,
Florida, covering all/or a portion of the property described in the foregoing agreement, does
hereby acknowledge that the terms of this agreement are and shall be binding upon the
undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
The Bank of New York Mellon Trust
Company, N.A., a national banking
association
By:
Name:
Title:
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me by means of 0 physical
presence or 0 online notarization this of , 2022, by
as of The Bank of New York Mellon
Trust Company, N.A., a national banking association, as Fiscal Agent, who is personally
known to me or has produced , as
identification
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
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JOINDER BY SECOND MORTGAGEE
(Construction Loan)
The undersigned, as Mortgagee under that certain Construction Leasehold Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing in favor of JPMorgan Chase
Bank, N.A., a national banking association, recorded in Official Records Book 33373 Page
4988 of the Public Records of Miami -Dade County, Florida covering all/or a portion of the
property described in the foregoing agreement, does hereby acknowledge that the terms of this
agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
JPMORGAN CHASE BANK, N.A., a
national banking association
By:
Name:
Title:
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was sworn and acknowledged before me by
means of ❑ physical presence or ❑ online notarization this day of
, 2022, by as of
JPMorgan Chase Bank, N.A., a national banking association. who is personally known to
me or has produced , as identification.
Notary Public
State of Florida at Large
My Commission Expires:
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30364-1032
JOINDER BY THIRD MORTGAGEE
(City Loan)
The undersigned, as Mortgagee under that certain Amended and Restated Leasehold Mortgage
and Security in favor of the City of Miami, recorded in Official Records Book 33512, Page
3523, of the Public Records of Miami -Dade County, Florida covering all/or a portion of the
property described in the foregoing agreement, does hereby acknowledge that the terms of this
agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this 1 -7' day of
,2023.
ATTEST:
CITY OF MIAMI, a municipal corporation of
the State of Florida
By:
Pt d B. Hannon
City Clerk
Date: 1 10/ at;'a3
APPROVED AS TO FORM
AND CORRECTNESS:
Victor'ia'Mendez
City Attorney
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30364-1032
RFA 22-3462
Arthur Nonega V.
City Manager
JOINDER BY FOURTH MORTGAGEE
(County HOME Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage and Security Agreement
and Assignment of Leases, Rents and Profits (HOME Loan) in favor of Miami -Dade, County,
recorded in Official Records Book 33374 Page 45, of the Public Records of Miami -Dade
County, Florida covering all/or a portion of the property described in the foregoing agreement,
does hereby acknowledge that the terms of this agreement are and shall be binding upon the
undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
,2022.
Approved as to form
and legal sufficiency
MORTGAGEE:
Miami -Dade County, a political subdivision
of the State of Florida
By:
Terrence A. Smith By:
Asst. County Attorney
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
Name:
Title:
Attest:
Miami -Dade County Clerk
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization this of , 2022, by
as of Miami -Dade County, a political subdivision of the
State of Florida who is personally known to me or has produced
, as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:_
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30364-1032
JOINDER BY FIFTH MORTGAGEE
(County Surtax Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage and Security Agreement and
Assignment of Leases, Rents and Profits (Surtax Loan) in favor of Miami -Dade, County, recorded in
Official Records Book 33374 Page 115, of the Public Records of Miami -Dade County, Florida covering
all/or a portion of the property described in the foregoing agreement, does hereby acknowledge that the
terms of this agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
,2022.
Approved as to form
and legal sufficiency
MORTGAGEE:
Miami -Dade County, a political subdivision
of the State of Florida
By:
Terrence A. Smith By:
Asst. County Attorney
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
Name:
Title:
Attest:
Miami -Dade County Clerk
The foregoing instrument was acknowledged before me by means of D physical presence
or ❑ online notarization this of , 2022, by , as
of Miami -Dade County, a political subdivision of the State of
Florida who is personally known to me or has produced
, as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:_
#11120368 v2
30364-1032
HIV L VLJV I YVJ IY DJLJN JJVVJ rr,VC LI
DATE 03/02/2023 09 56.19 AM
LUIS G MONTALDO, CLERK AD INTERIM
MIAMI-DADE COUNTY. FL
This instrument was prepared by,
record and return to:
Brian J. McDonough, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
(Space reserved for Clerk)
AFFORDABLE HOUSING COVENANT
KNOW ALL BY THESE PRESENTS THAT the undersigned Owner hereby
makes, declares and imposes on the land herein described, these covenants running with
the title to the land, which shall be binding on the Owner, all heirs, successors, and assigns,
personal representatives, mortgagees, lessees, and against all persons claiming by, through
or under them;
WHEREAS, Owner holds a long-term leasehold interest in the land in Miami -Dade
County, Florida described in Exhibit "A," attached hereto and made a part hereof,
hereinafter called the "property," which is supported by the attorney's opinion attached as
Exhibit "B,"
WHEREAS, the Board of County Commissioners of Miami -Dade County has
adopted the Miami -Dade County Road, Fire, Police, and Parks Impact Fee Ordinances (the
Ordinances) Chapters 33E, 331, 331, and 33H respectively of the Cade of Miami -Dade
County, Florida; and
WHEREAS, the Ordinances exempt from the required payment of impact fee
housing units which provide affordable housing for low and very low income families, as
defined in the Ordinances; and
WHEREAS, Owner seeks the following exemptions (check all that apply):
4 Road
Fire
Police
Parks
WHEREAS, the Miami -Dade County Department of Planning and Zoning (the
Department) through its Director is given authority to administer and effectuate the
Ordinances; and
AI I10071S v2
30364-1032
02021o3%z13
CFN 20230140314 BOOK 33603 PAGE 216(
Affordable Housing Covenant
Page 2 of 11
(Space reserved for Clerk)
WHEREAS, Owner will construct a project in Miami -Dade County, which will
include ninety-three (93) units to be occupied by low or very low income families on the
property afore described (the Project).
WHEREAS, Owner has agreed to assure the Department that the project will be
occupied by low or very low income families according to the Ordinances and the terms
states herein.
WHEREAS, Owner is submitting this covenant to induce the Director of the
Department to grant an exemption of the aforesaid impact fees in the total amount of the
road, fire, police, and parks impact fees, whichever fees are applicable.
NOW THEREFORE, in consideration of the covenants and undertakings set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Owner, its successors and assigns, does hereby covenant and agrees
as follows:
1, General
A. That the project shall be occupied on a continuous basis by members of the
general public who comply with the affordable housing exemptions of the
Ordinances for a time period no less than fifteen (I5) years from the date of this
covenant; and
B. That impact fees will become due and payable by the current owner of the project
at such time it loses its status as an affordable housing unit within fifteen (15)
years from the date of this covenant;
C, In the event Owner rents or enters into a rent -purchase agreement, Owner shall
furnish to the Department a report each year for a period of five (5) years from
the date of this covenant certifying the income of the owners/lessees of the project
and compliance with the provisions of the covenant;
D. In the event Owner sells the project, Owner shall provide all documentation as
required by the Director of the Department to prove that the prospective
occupants comply with the affordable housing exemption of the Ordinances.
Upon Department approval of the affordable housing exemption, Owner shall
have the right, upon written request delivered to the Department, to be released
from this covenant.
2
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30364-1032
CFN. 20230140314 BOOK 33603 PAGE 216'
Affordable Housing Covenant
Page 3 of 11
(Space reserved for Clerk)
2. Termination. Owner, its successors or assigns, shall have the right, upon written
request delivered to the Department, to be released and have the project released from the
terms and conditions contained herein upon tender to Miami -Dade County of the full
amount of the applicable impact fees in effect at the time of the requested release, payable
in accordance with the provisions of the Ordinances.
3. Covenant Running with the Land. This covenant shall constitute a covenant running
with the land and may be recorded in the Public Records of Miami -Dade County, Florida,
and shall remain in full force and effect and be binding upon Owner and its successors and
assigns until such time as the same is modified or released or as otherwise provided in this
covenant.
4. Governing Law. This covenant shall be governed by and construed in accordance with
the laws of the State of Florida, both as to substantive rights and those governing remedies.
5. Notice. Any notice required to be given herein shall be given by personal delivery of
by certified U.S. mail at the address specified below or at such other address as may be
specified in writing by the parties.
DEPARTMENT:
Department of Regulatory and
Economic Resources
Stephen P. Clark Center
I I 1 NW 1 Street, Suite 1210
Miami, Florida 33128
Attn: Director
OWNER:
The Gallery at West Brickell, LLC
2850 Tigertail Avenue, Suite 800
Miami, FL 33133
Attn: Alberto Milo
6. Severability. If any provision of this covenant shall be invalid, illegal, or unenforceable,
the validity, legality, and enforceability of the remaining provisions shall not be affected
or impaired.
3
aInoons.2
30364-1032
CFN 20230140314 BOOK 33603 PAGE 2161
Affordable Housing Covenant
Page 4of it
7. 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.
[Signatures on Following Page]
4
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CFN 20230140314 BOOK 33603 PAGE 216C
Affordable Housing Covenant
Page 5 of 11
Signed, witnessed, executed and acknowledged on this 1114ay of Nov. , 2022.
OWNER:
THE GALLERY AT WEST BRICKELL,
LLC, a Florida limited liability company
By: The Gallery at West Brickell
Manager, LLC, a Florida limited
liability company, its manager
By: .i 9_i1
Tony Del Pozzo, Vice President
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
The foregoing instrument as acknowledged before me this c311d day of
Na" , 2022, by means of physical presence or O online notarization, by Tony
Del P0720, as Vice President of The Gallery at West Brickell Manager, LLC, a Florida
limited liability company, the manager of The Gallery at West Brickell, LLC, a Florida
limited liability company, who is personally known to me or who has produced
s identification.
Val
Notary Public, State of Florida
Commission No.: MI) 335 3
My Commission Expires:)
VANESSA PILOTO
MY COMMISSION N I IH 213353
EXPIRES, Feblwry 18, 2026
5
SI1120168 v1
30364-1032
CFN 20230140314 BOOK 33603 PAGE 2171
Affordable Housing Covenant
Page 6 of it
Exhibit "A"
Legal Description
Lessee's interest in that certain unrecorded Ground Lease by and between Miami -Dade
County, a political subdivision of the State of Florida, Lessor, and The Gallet at West
Brickell, LLC, a Florida limited liability company, Lessee, memorialized by that certain
Amended and Restated Memorandum of Ground Lease recorded September 8, 2022 in
Official Records Book 33373, Page 4815, in the Public Records of Miami -Dade County,
Florida, demising the following described Land:
Parcel t - Leasehold
Lots 13, 14, 15, 16, 17, 18, 19 and Lot 20, LESS the East 10 feet of Lot 20, and LESS the
North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF MIAMI, according to
the Plat thereof as recorded in Plat Book B, Page 41, and also LESS that portion of Lot
20 conveyed by Miami -Dade County to the City of Miami in County Deed recorded in
Official Records Book 29283, Page 588, all of the Public Records of Miami -Dade
County, Florida.
Parcel 2 - Non -Exclusive Easement
Non -Exclusive easements for the benefit of Parcel I created by that certain Easement
Agreement by and between Joe Moretti Preservation Phase One, LLC, a Florida limited
liability company and The Gallery at West Brickell, LLC, a Florida limited liability
company, dated September 30, 2020, recorded on October 14, 2020 in Official Records
Book 32142, Page 4750, of the Public Records of Miami -Dade County Florida, over,
under and across the lands described as follows:
Lots 3 and 4, and the North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF
MIAMI, according to the Nat thereof recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida.
6
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JOINDER OF FIRST MORTGAGEE
(Bond Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing in favor of Housing Finance Authority of
Miami -Dade County (Florida) recorded in Official Records Book 33373 Page 4931, as assigned
to The Bank of New York Mellon Trust Company, N.A., a national banking association, as Fiscal
Agent, by Assignment of Leasehold Mortgage and Security Documents, recorded in Official
Records Book 33373, Page 4973, all of the Public Records of Miami -Dade County, Florida,
covering all/or a portion of the property described in the foregoing agreement, does hereby
acknowledge that the terns of this agreement are and shall be binding upon the undersigned and
its successors in title.
IN WITNESS WHEREOF, these presents have been executed this(`2C)H' day of
1 )!/,7-Jr(2022.
STATE OF \ L ; C� IC k
) SS:
COUNTY OF\ At CO, )
The Bank of New York Mellon Trust
Company, N.A., a national banking
association
By: )<i KCrA
Name' 1 ICIf l I2R: v/z-vs
Title: LICs2 f 4 r'-Sie(e,2 f
The foregoing instrument was acknowledged before me by means of 21 physical
presence or 0 online notarization this --) L bf i X ,- r , 11 o t 2022, by
<�'-IC�t lTCt sk�- ,as 1 it'1 1'1L'31t i(- tl of The Bank of New York Mellon
Trust Company, N.A., a national banking association, as Fiscal Agent, who is personally_
known to me or has produced , as
identification
MIRNESA VELIC
Notary Public
State of Florida
Commi NN210609
Expires 12/21/2025
((I ((I
P,r'nt or Stamp Name: / ),.p 3 x '--<` ('L C
Notary Public, State of Florida at Large
Commission No.: /-/ d/ )1 t )1 t ri
My Commission Expires:
8
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Affordable Housing Covenant
Page 8 of 11
JOINDER BY SECOND MORTGAGEE
(Construction Loan)
The undersigned, as Mortgagee under that certain Construction Leasehold Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing in favor of JPMorgan Chase
Bank, N.A., a national banking association, recorded in Official Records Book 33373 Page
4988 of the Public Records of Miami -Dade County, Florida covering allfor a portion of the
property described in the foregoing agreement, does hereby acknowledge that the terms of this
agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have bccn executed this VA- day of
y)OJzntyv 2022.
STATE OF ci.on(kJ )
COUNTY OF (•h 1ISlaoio��lx) SS:
JPMORGAN CHASE BANK. N.A., a
national banking association
Name: rifrwttaY s4 ogine . — Moo et
Title: A✓rkevzi. -cT cis no 2
The foregoing instrument was sworn and acknowledged before me by
means of lig physical presence or ❑ online notarization this VW- day of
no vim ivy- , 2022, byi-1 „,µ 4-nllak-JAeoxas A•k44rl3yJ �yo✓ of
JPMorgan Chase Bank, N.A., a national banking association. who is personally known to
me or has produced C�'Luk �/14,6“ , as identification.
(1-A—
• Noiay PW4csule 01 Pl«iae
Katrina Balenlyne
OL .11 MY Commission NH 006073
”44.4.4. ENpns 07n012024
Notary Public
State of Florida at Large
My Commission Expires: 1\t0 I20U-I
8
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CFN 20230140314 BOOK 33603 PAGE 217:
Affordable Housing Covenant
Page 9 of 11
JOINDER BY THIRD MORTGAGEE
(City Loan)
The undersigned, as Mortgagee under that certain Amended and Restated Leasehold Mortgage
and Security in favor of the City of Miami, recorded in Official Records Book 33512, Page
3523, of the Public Records of Miami -Dade County, Florida covering all/or a portion of the
property described in the foregoing agreement, does hereby acknowledge that the terms of this
agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this 1i day of
1{46.,2023.
CITY OF MIAMI, a municipal corporation of
the State of Florida
ATTEST:
/i��11 By: Ems'
Todd B. HannOn Arthur Noriega V.
City Clerk City Manager
Date: i 1 1 'I iati9-5
APPROVED AS TO FORM
AND CORRECTNESS:
Vieto ndez
City Attorney uAn,ia
9
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CFN. 20230140314 BOOK 33603 PAGE 217,
JOINDER BY FOURTH MORTGAGEE
(County HOME Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage and Security Agreement
and Assignment of Leases, Rents and Profits (HOME Loan) in favor of Miami -Dade, County,
recorded in Official Records Book 33374 Page 45, of the Public Records of Miami -Dade
County, Florida covering all/or a portion of the property described in the foregoing agreement,
does hereby acknowledge that the terms of this agreement are and shall be binding upon the
undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this q" day of
NO RM15 j 2022.
Approved as to form
and legal sufficiency
By:
Terrence A. Smith
Assistant County Attorney
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
MORTGAGEE:
Miami -Dade County, a political subdivision
of the State of Florida
By:
Name: Tvforris Copeland
Title: Chief Community Services Officer
HARVEY RUVIN
Attest:
Deputy Clerk
The foregoing instrument was a`owledged before me by means of I�physical
presence or 0 online notarization this of 141)20110(2022, by Morris Copeland, as
Chief Community Services Officer of Miami -Dade County, a political subdivision of the
State of Florida who is personally known to me or has produced
, as identification.
i
YVONNE RAMIREZ
Notary Public -Stele of Florida
Commission M HH 312751
My Commission Expires
January 19, 2027
i
Pr i or Stamp Name: pt)(1rN-.
Notat Public, State of Florida at Large
Commission No.: 1-k-A 31
My Commission Expires:_ 1 191Z021
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JOINDER BY FIFTH MORTGAGEE
(County Surtax Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage and Security Agreement and
Assignment of Leases, Rents and Profits (Surtax Loan) in favor of Miami -Dade, County, recorded in
Official Records Book 33374 Page 115, of the Public Records of Miami -Dade County, Florida covering
all/or a portion of the property described in the foregoing agreement, does hereby acknowledge that the
terms of this agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this 4-41 day of IJDUtKlpa,
2022.
Approved as to form
and legal suJ'fici cy
By:
Terrence A. Smith
Assistant County Attorney
MORTGAGEE:
Miami -Dade County, a political subdivision
of the State of Florida
By:
Name: Morris Copelan
Title: Chief Community Services Officer
STATE OF FLORIDA ) HARVEY RUVIN, CI
) SS:,
COUNTY OF MIAMI-DADE) Attest:
Deputy Clerk
The foregoing instrumelnt was acknowledged before me by means of .physical presence
or CD online notarization this of t 3wQtrh 2022, by Morris Copeland, as Chief Community
Services Officer of Miami -Dade County, a political subdivision of the State of Florida who is
personally known to me or has produced
, as
identification.
i
YVONNE RAMIREZ
Notary Public -State of Florida
rs Commission I HH 312751
My Commission Expires
January 13, 2027
tint Stamp Name: `lWr1/tIL ✓2Z
Nntary- ublic, State of Florida at Large
Commission No.: E4!-.\ 3(2—(St
My Commission Expires I I131201 1
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CFN' 20230140314 BOOK 33603 PAGE 2171
OPINION OF TITLE
(Gallery at West Brickell)
To: Miami -Dade County, a political subdivision of the State of Florida
With the understanding that this Opinion of Title is furnished to Miami -Dade County, a political
subdivision of the State of Florida, as inducement for acceptance of an Affordable Housing
Covenant (the "Agreement") covering the real property hereinafter described, it is hereby
certified that I have examined Fidelity National Title Insurance Company's Title Insurance
Commitment issued under Order No. 10772285, covering the period from the beginning through
January 3, 2023 at the hour of 8:00 a.m. (the "Title Evidence") inclusive, of the following
described property.
Parcel 1 - Leasehold
Lots 13, 14, 15, 16, 17, 18, 19 and Lot 20, LESS the East 10 feet of Lot 20, and
LESS the North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF
MIAMI, according to the Plat thereof as recorded in Plat Book B, Page 41, and also
LESS that portion of Lot 20 conveyed by Miami -Dade County to the City of
Miami in County Deed recorded in Official Records Book 29283, Page 588, all of
the Public Records of Miami -Dade County, Florida.
Parcel 2- Non -Exclusive Easement
Non -Exclusive easements for the benefit of Parcel 1 created by that certain
Easement Agreement by and between Joe Moretti Preservation Phase One, LLC, a
Florida limited liability company and The Gallery at West Brickell, LLC, a Florida
limited liability company, dated September 30, 2020, recorded on October 14,
2020 in Official Records Book 32142, Page 4750, of the Public Records of Miami -
Dade County Florida, over, under and across the lands described as follows:
Lots 3 and 4, and the North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY
OF MIAMI, according to the Plat thereof recorded in Plat Book B, Page 41, of the
Public Records of Miami -Dade County, Florida.
Title Opinion: Basing my opinion on the Title Evidence, I am of the opinion that on the last
mentioned date, the fee simple title to the above -described real property was vested in:
Miami -Dade County, a political subdivision of the State of Florida, subject to:
Leasehold estate in favor of The Gallery at West Brickell, LLC, a Florida limited
liability company, pursuant to that certain unrecorded Amended and Restated Ground
Lease between Miami -Dade County, a political subdivision of the State of Florida, as
Lessor, and The Gallery at West Brickell, LLC, a Florida limited liability company, as
Lessee, a Memorandum of which dated July 21, 2022 was recorded September 8, 2022 in
Y31143320 v2
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Official Records Book 33373, Page 4815, of the Public Records of Miami -Dade County,
Florida.
Signature Authority: The Gallery at West Brickell, LLC, a Florida limited liability company,
acts by and through its manager, which is The Gallery at West Brickell Manager, LLC, a Florida
limited liability company, which in turn, acts by and through its officers, which include Tony Del
Pozzo as Vice President, and Alberto J. Milo, Jr, as Vice President.
Title to the property is subject to the following encumbrances, liens and other exceptions (i£
"none" please indicate):
1. RECORDED MORTGAGES:
(A)Leasehold Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing from The Gallery at West Brickell, LLC, a Florida limited liability
company to Housing Finance Authority of Miami -Dade County (Florida) dated
September 1, 2022 recorded September 8, 2022 In Official Records Book 33373 Page
4931, as assigned to The Bank of New York Mellon Trust Company, N.A., as Fiscal
Agent, for the benefit of JPMorgan Chase Bank, N.A., pursuant to Assignment of
Leasehold Mortgage and Security Documents dated September 1, 2022 recorded
September 8, 2022 in Official Records Book 33373, Page 4973, all of the Public
Records of Miami -Dade County, Florida.
(B) Construction r Pasehold Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing from The Gallery at West Brickell, LLC, a Florida limited
liability company to JPMorgan Chase Bank, N.A. dated September 1, 2022 recorded
September 8, 2022 in Official Records Book 33373 Page 4988, of the Public Records
of Miami -Dade County, Florida.
(C)Leasehold Mortgage and Security Agreement for The Gallery at West Brickell, LLC
(Placeholder Mortgage) from The Gallery at West Brickell, LLC, a Florida limited
liability company, as mortgagor, to RUDG Investor, LLC, a Florida limited liability
company, as mortgagee, dated as of September 7, 2022, recorded on September 8,
2022 in Official Records Book 33374, Page 25; as affected by that certain Mortgage
Subordination Agreement by and among RUDG Investor, LLC, a Florida limited
liability company, The Bank of New York Mellon Trust Company, N.A., as Fiscal
Agent, JPMorgan Chase Bank, N.A., and consented to by The Gallery at West
Brickell, LLC, a Florida limited liability company, dated as of September 1, 2022,
recorded September 8, 2022 in Official Records Book 33374, Page 179, as assigned
to the City of Miami, a Florida municipal corporation, pursuant to Assignment of
Assignment of Mortgage and Promissory Note dated December 14, 2022 recorded
December 21, 2022 in Official Records Book 33512, Page 3500, as affected by
Amended and Restated Leasehold Mortgage and Security Agreement by The Gallery
at West Brickell, LLC, a Florida limited liability company, as mortgagor, to the City
of Miami, a Florida municipal corporation, as mortgagee, dated December 14, 2022
recorded December 21, 2022 in Official Records Book 33512, Page 3523, all of the
Public Records of Miami -Dade County, Florida.
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(D)Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and
Profits (HOME Loan) from The Gallery at West Brickell, LLC, a Florida limited
liability company, as mortgagor, to Miami -Dade County, as mortgagee, dated
September 7, 2022 recorded September 8, 2022 in Official Records Book 33374 Page
45, as affected by that certain Subordination Agreement by and among Miami -Dade
County and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent,
and consented to by The Gallery at West Brickell, LLC, a Florida limited liability
company, dated as of September 7, 2022, recorded September 8, 2022 in Official
Records Book 33374, Page 191; as further affected by that certain Mortgage
Subordination Agreement by and among Miami -Dade County and IPMorgan Chase
Bank, N.A., and consented to by The Gallery at West Brickell, LLC, dated as of
September 1, 2022, recorded September 8, 2022 in Official Records Book 33374,
Page 213, as further affected by that certain Subordination Agreement by and among
Miami -Dade County, The Gallery at West Brickell, LLC, a Florida limited liability
company, and the City of Miami, a Florida municipal corporation, dated December
14, 2022 recorded December 21, 2022 in Official Records Book 33512, Page 3538,
all of the Public Records of Miami -Dade County, Florida.
(E)Leasehold Mortgage and Security Agreement and Assignment of Leases, Rents and
Profits (Surtax Loan) from The Gallery at West Brickell, LLC, a Florida limited
liability company, as mortgagor, to Miami -Dade County, as mortgagee, dated
September 7, 2022 recorded September 8, 2022 in Official Records Book 33374 Page
115; as affected by that certain Subordination Agreement by and among Miami -Dade
County and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent,
and consented to by The Gallery at West Brickell, LLC, a Florida limited liability
company, dated as of September 7, 2022, recorded September 8, 2022 in Official
Records Book 33374, Page 191; as further affected by that certain Mortgage
Subordination Agreement by and among Miami -Dade County and JPMorgan Chase
Bank, N.A., and consented to by The Gallery at West Brickell, LLC, dated as of
September 1, 2022, recorded September 8, 2022 in Official Records Book 33374,
Page 213, as further affected by that certain Subordination Agreement by and among
Miami -Dade County, The Gallery at West Brickell, LLC, a Florida limited liability
company, and the City of Miami, a Florida municipal corporation, dated December
14, 2022 recorded December 21, 2022 in Official Records Book 33512, Page 3538,
all of the Public Records of Miami -Dade County, Florida all of the Public Records of
Miami -Dade County, Florida.
2. RECORDED CONSTRUCTION LIENS, CONTRACT LIENS AND
JUDGMENTS: NONE.
3. GENERAL EXCEPTIONS:
(a) All taxes and assessments for the year 2022 and subsequent years.
(b) Rights of persons other than the above owners who are in possession.
(c) Any unrecorded labor, mechanics' or materialmens' liens.
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(d) Special assessments, recorded or unrecorded, including but not limited to special
assessments arising under Chapter 159 of the Florida Statues.
Facts that would be disclosed by an accurate survey of the property.
(e)
4. SPECIAL EXCEPTIONS:
(a) Interdepartmental Memorandum of Agreement for Water and Sanitary Sewage
Facilities between Miami -Dade Water and Sewer Department and Miatni-Dade Department of
Public Housing and Community Development dated January 7, 2013, recorded on January 11,
2013 in Official Records Book 28439, Page 814.
(b) Tree Trimming - Planting Covenant Running With The Land recorded February
11, 2013 in Official Records Book 28484, Page 2898.
(c) Declaration of Restrictive Covenants in Lieu of Unity of Title dated December 5,
2011, recorded March 1, 2013 in Official Records Book 28511, Page 797.
(d) Easement granted to Florida Power & Light Company recorded June 13, 2013 in
Official Records Book 28677, Page 2372.
(e) Easement granted to BellSouth Telecommunications, LLC d/b/a AT&T Florida
recorded June 13, 2013 in Official Records Book 28677, Page 2376.
(f) Easement Agreement by and between Joe Moretti Preservation Phase One, LLC, a
Florida limited liability company and The Gallery at West Brickell, LLC, a Florida limited
liability company, dated September 30, 2020, recorded on October 14, 2020, in Official Records
Book 32142, Page 4750, of the Public Records of Miami -Dade County Florida.
(g) Agreement for Water and Sanitary Sewer Facilities between Miami -Dade County
and The Gallery At West Brickell, LLC recorded May 27, 2021 in Official Records Book 32533,
Page 3699.
(h) Access, Easement and Parking Agreement executed by and between The Gallery
at West Brickell, LLC, a Florida limited liability company and The School Board of Miami -Dade
County, Florida, dated September 7, 2022, recorded September 8, 2022, in Official Records
Book 33373, Page 4821, of the Public Records of Miami -Dade County, Florida.
(i) Rental Assistance Demonstration Use Agreement executed by and among The
Gallery at West Brickell, LLC, a Florida limited liability company, Miami -Dade County, and
Secretary of the U.S. Department of Housing and Urban Development, dated September 7, 2022,
recorded September 8, 2022, in Official Records Book 33373, Page 4868, of the Public Records
of Miami -Dade County, Florida.
(j) Agreement to Subordinate to Rental Assistance Demonstration Use Agreement -
Access, Easement and Parking Agreement executed by and between The Gallery at West
Brickell, LLC, a Florida limited liability company and The School Board of Miami -Dade County,
#11143170 v2
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Florida dated September 7, 2022 recorded September 8, 2022 in Official Records Book 33373,
Page 4881, of the Public Records of Miami -Dade County, Florida.
(k) Agreement to Subordinate to Rental Assistance Demonstration Use Agreement -
Ground Lease, Memorandum of Ground Lease, and Amended and Restated Memorandum of
Ground Lease executed by and between The Gallery at West Brickell, LLC, a Florida limited
liability company and Miami -Dade County, dated September 7, 2022, recorded September 8,
2022, in Official Records Book 33373, Page 4887, of the Public Records of Miami -Dade County,
Florida.
(1) Land Use Restriction Agreement executed by and among The Gallery at West
Brickell, LLC, a Florida limited liability company, Housing Finance Authority of Miami -Dade
County, Florida, and The Bank of New York Mellon Trust Company, N.A., dated September 1,
2022, recorded September 8, 2022, in Official Records Book 33373, Page 4892, of the Public
Records of Miami -Dade County, Florida.
(m) Recognition, Attomment and Assent to Leasehold Mortgage (Senior Mortgage)
executed by and between Miami -Dade County and The Gallery at West Brickell, LLC, a Florida
limited liability company in favor of Housing Finance Authority of Miami -Dade County, Florida
dated September 1, 2022 recorded September 8, 2022 in Official Records Book 33373, Page
4960, of the Public Records of Miami -Dade County, Florida.
(n) UCC-1 Financing Statement by The Gallery at West Brickell, LLC, a Florida
limited liability company, as debtor, Housing Finance Authority of Miami -Dade County, Florida
as assignor secured party, and The Bank of New York Mellon Trust Company, N.A., as assignee
secured party recorded September 8, 2022 in Official Records Book 33373, Page 4976, of the
Public Records of Miami -Dade County, Florida.
(o) Agreement to Subordinate to Rental Assistance Demonstration Use Agreement -
Housing Finance Authority of Miami -Dade County, Florida Loan executed by and among
Housing Finance Authority of Miami -Dade County, Florida, The Gallery at West Brickell, LLC,
a Florida limited liability company, and The Bank of New York Mellon Trust Company, N.A.
dated September 7, 2022 recorded September 8, 2022 in Official Records Book 33373, Page
4982, of the Public Records of Miami -Dade County, Florida.
(p) Recognition, Attornment and assent to Leasehold Mortgage (Construction
Mortgage) executed by Miami -Dade County and The Gallery at West Brickell, LLC, a Florida
limited liability company in favor of ]PMorgan Chase Bank, N.A. dated September 1, 2022
recorded September 8, 2022 in Official Records Book 33374, Page 1, of the Public Records of
Miami -Dade County, Florida.
(q) UCC-1 Financing Statement by The Gallery at West Brickell, LLC, a Florida
limited liability company, as debtor, and JPMorgan, as secured party recorded September 8, 2022
in Official Records Book 33374, Page 14, of the Public Records of Miami -Dade County, Florida.
(r) Agreement to Subordinate to Rental Assistance Demonstration Use Agreement -
JPMorgan Chase Bank, N.A. Construction Loan executed by and between The Gallery at West
1111143/70 v2
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Brickell, LLC, a Florida limited liability company and JPMorgan Chase Bank, N.A., dated
September 7, 2022 recorded September 8, 2022 in Official Records Book 33374, Page 20, of the
Public Records of Miami -Dade County, Florida.
(s) Agreement to Subordinate to Rental Assistance Demonstration Use Agreement -
RUDG Investor, LLC Loan executed by and between The Gallery at West Brickell, LLC, a
Florida limited liability company and RUDG Investor, LLC dated September 7, 2022 recorded
September 8, 2022 in Official Records Book 33374, Page 40, of the Public Records of Miami -
Dade County, Florida.
(t) Collateral Assignment of Leases, Rents and Contract Rights (HOME Loan)
executed by The Gallery at West Brickell, LLC, a Florida limited liability company in favor of
Miami -Dade County dated September 7, 2022 recorded September 8, 2022 in Official Records
Book 33374, Page 74; as affected by that certain Subordination Agreement by and among
Miami -Dade County and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent,
and consented to by The Gallery at West Brickell, LLC, a Florida limited liability company,
dated as of September 7, 2022, recorded September 8, 2022 in Official Records Book 33374,
Page 191; as further affected by that certain Mortgage Subordination Agreement by and among
Miami -Dade County and JPMorgan Chase Bank, N.A., and consented to by The Gallery at West
Brickell, LLC, dated as of September 1, 2022, recorded September 8, 2022 in Official Records
Book 33374, Page 213, all of the Public Records of Miami -Dade County, Florida.
(u) Miami -Dade County Rental Regulatory Agreement (HOME Loan) executed by
The Gallery at West Brickell, LLC, a Florida limited liability company in favor of Miami -Dade
County dated September 7, 2022 recorded September 8, 2022 in Official Records Book 33374,
Page 87; as affected by that certain Subordination Agreement by and among Miami -Dade County
and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent, and consented to by
The Gallery at West Brickell, LLC, a Florida limited liability company, dated as of September 7,
2022, recorded September 8, 2022 in Official Records Book 33374, Page 191; as further affected
by that certain Mortgage Subordination Agreement by and among Miami -Dade County and
JPMorgan Chase Bank, N.A., and consented to by The Gallery at West Brickell, LLC, dated as of
September 1, 2022, recorded September 8, 2022 in Official Records Book 33374, Page 213, all
of the Public Records of Miami -Dade County, Florida.
(v) UCC-1 Financing Statement (HOME Loan) by The Gallery at West Brickell,
LLC, a Florida limited liability company, as debtor, and Miami -Dade County, as secured party,
recorded September 8, 2022 in Official Records Book 33374, Page 112, of the Public Records of
Miami -Dade County, Florida.
(w) Collateral Assignment of Leases, Rents and Contract Rights (Surtax Loan)
executed by The Gallery at West Brickell, LLC, a Florida limited liability company in favor of
Miami -Dade County dated September 7, 2022 recorded September 8, 2022 in Official Records
Book 33374, Page 144, as affected by that certain Subordination Agreement by and among
Miami -Dade County and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent,
and consented to by The Gallery at West Brickell, LLC, a Florida limited liability company,
dated as of September 7, 2022, recorded September 8, 2022 in Official Records Book 33374,
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Page 191; as further affected by that certain Mortgage Subordination Agreement by and among
Miami -Dade County and JPMorgan Chase Bank, N.A., and consented to by The Gallery at West
Brickell, LLC, dated as of September 1, 2022, recorded September 8, 2022 in Official Records
Book 33374, Page 213, all of the Public Records of Miami -Dade County, Florida.
(x) Miami -Dade County Rental Regulatory Agreement (Surtax Loan) executed by
The Gallery at West Brickell, LLC, a Florida limited liability company in favor of Miami -Dade
County dated September 7, 2022 recorded September 8, 2022 in Official Records Book 33374,
Page 157, as affected by that certain Subordination Agreement by and among Miami -Dade
County and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent, and
consented to by The Gallery at West Brickell, LLC, a Florida limited liability company, dated as
of September 7, 2022, recorded September 8, 2022 in Official Records Book 33374, Page 191; as
further affected by that certain Mortgage Subordination Agreement by and among Miami -Dade
County and JPMorgan Chase Bank, N.A., and consented to by The Gallery at West Brickell,
LLC, dated as of September I, 2022, recorded September 8, 2022 in Official Records Book
33374, Page 213, all of the Public Records of Miami -Dade County, Florida.
(y) UCC-1 Financing Statement (Surtax Loan) by The Gallery at West Brickell, LLC,
a Florida limited liability company, as debtor, and Miami -Dade County, as secured party,
recorded September 8, 2022 in Official Records Book 33374, Page 170, of the Public Records of
Miami -Dade County, Florida.
(z) Agreement to Subordinate to Rental Assistance Demonstration Use Agreement -
Miami -Dade County Loans (Home & Surtax Loan) executed by and between The Gallery at
West Brickell, LLC, a Florida limited liability company and Miami -Dade County dated
September 7, 2022 recorded September 8, 2022 in Official Records Book 33374, Page 173, of
the Public Records of Miami -Dade County, Florida.
(aa) Notice of Commencement recorded September 8, 2022 in Official Records Book
33374, Page 224, of the Public Records of Miami -Dade County, Florida.
(bb) Declaration of Restrictive Covenants by The Gallery at West Brickell, LLC, a
Florida limited liability company, in favor of the City of Miami, a Florida municipal corporation,
dated December 14, 2022 recorded December 21, 2022 in Official Records Book 33512, Page
3507, of the Public Records of Miami -Dade County, Florida.
(cc) Rent Regulatory Agreement between The Gallery at West Brickell, LLC, a Florida
limited liability company, and the City of Miami, a Florida municipal corporation, dated
December 14, 2022 recorded December 21, 2022 in Official Records Book 33512, Page 3514, of
the Public Records of Miami -Dade County, Florida.
NOTE: ALL RECORDING REFERENCES CONTAINED HEREIN ARE TO THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
UI1143170 v2
30364.1032
CFN: 20230140314 BOOK 33603 PAGE 218:
None of the exceptions listed above will restrict the Property for the purposes set forth in the
Agreement.
I, the undersigned, further certify that I am an attorney -at -law duly admitted to practice in
the State of Florida and a member in good standing of the Florida Bar.
�.a
Respectfully submitted this 271y of January, 2023.
Marc J. Sternbaum
Florida Bar No.: 0149354
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
305-789-3363
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me by means of physical presence thiso2c3a1'
day of January, 2023, by Marc J. Sternbaum, who is personally known to me.
a
Notary Public � i 5 M ��5
My Commissio Expires-. -
My Commission No.: i+ i f MAW.
gipRASUL
: MY COMMISSION # HH 092762
��� a`,j EXPIRES: February 15, 2025
'� of ¢' Bonded ibni Notary Public Underwriters
1111143170 v2
3(1364-1032
This instrument was prepared by,
record and return to:
Lisette Martinez, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
(Space reserved for Clerk)
AFFORDABLE HOUSING COVENANT
KNOW ALL BY THESE PRESENTS THAT the undersigned Owner hereby
makes, declares and imposes on the land herein described, these covenants running with
the title to the land, which shall be binding on the Owner, all heirs, successors, and
assigns, personal representatives, mortgagees, lessees, and against all persons claiming
by, through or under them;
WHEREAS, Owner holds a long-term leasehold interest in the land in Miami -
Dade County, Florida described in Exhibit "A," attached hereto and made a part hereof,
hereinafter called the "property," which is supported by the attorney's opinion attached as
Exhibit "B,"
WHEREAS, the Board of County Commissioners of Miami -Dade County has
adopted the Miami -Dade County Road, Fire, Police, and Parks Impact Fee Ordinances
(the Ordinances) Chapters 33E, 33J, 33I, and 33H respectively of the Code of Miami -
Dade County, Florida; and
WHEREAS, the Ordinances exempt from the required payment of impact fee
housing units which provide affordable housing for low and very low income families, as
defined in the Ordinances; and
WHEREAS, Owner seeks the following exemptions (check all that apply):
Road
Fire
Police
Parks
WHEREAS, the Miami -Dade County Department of Planning and Zoning (the
Department) through its Director is given authority to administer and effectuate the
Ordinances; and
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Affordable Housing Covenant
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(Space reserved for Clerk)
WHEREAS, Owner will construct a project in Miami -Dade Count, which will
include ninety-three (93) units to be occupied by low or very low income families on the
property afore described (the Project).
WHEREAS, Owner has agreed to assure the Department that the project will be
occupied by low or very low income families according to the Ordinances and the terms
states herein.
WHEREAS, Owner is submitting this covenant to induce the Director of the
Depai lucent to grant an exemption of the aforesaid impact fees in the total amount of the
road, fire, police, and parks impact fees, whichever fees are applicable.
NOW THEREFORE, in consideration of the covenants and undertakings set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Owner, its successors and assigns, does hereby covenant and
agrees as follows:
1. General
A. That the project shall be occupied on a continuous basis by members of the
general public who comply with the affordable housing exemptions of the
Ordinances for a time period no less than fifteen (15) years from the date of this
covenant; and
B. That impact fees will become due and payable by the current owner of the
project at such time it loses its status as an affordable housing unit within
fifteen (15) years from the date of this covenant;
C. In the event Owner rents or enters into a rent -purchase agreement, Owner shall
furnish to the Department a report each year for a period of five (5) years from
the date of this covenant certifying the income of the owners/lessees of the
project and compliance with the provisions of the covenant;
D. In the event Owner sells the project, Owner shall provide all documentation as
required by the Director of the Department to prove that the prospective
occupants comply with the affordable housing exemption of the Ordinances.
Upon Depai lucent approval of the affordable housing exemption, Owner shall
have the right, upon written request delivered to the Department, to be released
from this covenant.
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(Space reserved for Clerk)
2. Termination. Owner, its successors or assigns, shall have the right, upon written
request delivered to the Department, to be released and have the project released from the
terms and conditions contained herein upon tender to Miami -Dade County of the full
amount of the applicable impact fees in effect at the time of the requested release,
payable in accordance with the provisions of the Ordinances.
3. Covenant Running with the Land. This covenant shall constitute a covenant
running with the land and may be recorded in the Public Records of Miami -Dade County,
Florida, and shall remain in full force and effect and be binding upon Owner and its
successors and assigns until such time as the same is modified or released or as otherwise
provided in this covenant.
4. Governing Law. This covenant shall be governed by and construed in accordance
with the laws of the State of Florida, both as to substantive rights and those governing
remedies.
5. Notice. Any notice required to be given herein shall be given by personal delivery of
by certified U.S. mail at the address specified below or at such other address as may be
specified in writing by the parties.
DEPARTMENT:
Department of Regulatory and
Economic Resources
Stephen P. Clark Center
111 NW 1st Street, Suite 1210
Miami, Florida 33128
Attn: Director
OWNER:
The Gallery at West Brickell, LLC
2850 Tigertail Avenue, Suite 800
Miami, FL 33133
Attn: Alberto Milo
6. Severability. If any provision of this covenant shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall
not be affected or impaired.
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Affordable Housing Covenant
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7. 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.
[Signatures to Follow]
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Affordable Housing Covenant
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Signed, witnessed, executed and acknowledged on thisgl
‘-7-14‘ ay of n 2022.
OWNER:
THE GALLERY AT WEST BRICKELL,
LLC, a Florida limited liability company
By: The Gallery at West Brickell
Manager, LLC, a Florida limited
liability company, its manager
By: l9anC-
Tony Del Pozzo, Vice President
he foregoing instrument acknowledged before me this 4' day of
i1)V , , 2022, by means of ®'physical presence or 0 online notarization, by Tony
Del Pozzo, as Vice President of The Gallery at West Brickell Manager, LLC, a Florida
limited liability company, the manager of The Gallery at West Brickell, LLC, a Florida
limited liability company, who is llp�ersonally known to me or who has produced
as idei*iff ation.
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
Notary Public, Stat
Commission No.:
My Commission Expires:
5
of Florida
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Exhibit "A"
Legal Description
Lessee's interest in that certain unrecorded Ground Lease by and between Miami -Dade
County, a political subdivision of the State of Florida, Lessor, and The Gallery at West
Brickell, LLC, a Florida limited liability company, Lessee, memorialized by that certain
Amended and Restated Memorandum of Ground Lease recorded September 8, 2022 in
Official Records Book 33373, Page 4815, in the Public Records of Miami -Dade County,
Florida, demising the following described Land:
Parcel 1- Leasehold
Lots 13, 14, 15, 16, 17, 18, 19 and Lot 20, LESS the East 10 feet of Lot 20, and LESS the
North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF MIAMI, according to
the Plat thereof as recorded in Plat Book B, Page 41, and also LESS that portion of Lot
20 conveyed by Miami -Dade County to the City of Miami in County Deed recorded in
Official Records Book 29283, Page 588, all of the Public Records of Miami -Dade
County, Florida.
Parcel 2 - Non -Exclusive Easement
Non -Exclusive easements for the benefit of Parcel 1 created by that certain Easement
Agreement by and between Joe Moretti Preservation Phase One, LLC, a Florida limited
liability company and The Gallery at West Brickell, LLC, a Florida limited liability
company, dated September 30, 2020, recorded on October 14, 2020 in Official Records
Book 32142, Page 4750, of the Public Records of Miami -Dade County Florida, over,
under and across the lands described as follows:
Lots 3 and 4, and the North 2.5 feet of Lots 17 and 18, all in Block 69 South, CITY OF
MIAMI, according to the Plat thereof recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida.
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JOINDER OF FIRST MORTGAGEE
(Bond Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing in favor of Housing Finance Authority of
Miami -Dade County (Florida) recorded in Official Records Book 33373 Page 4931, as assigned
to The Bank of New York Mellon Trust Company, N.A., a national banking association, as
Fiscal Agent, by Assignment of Leasehold Mortgage and Security Documents, recorded in
Official Records Book 33373, Page 4973, all of the Public Records of Miami -Dade County,
Florida, covering all/or a portion of the property described in the foregoing agreement, does
hereby acknowledge that the terms of this agreement are and shall be binding upon the
undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
The Bank of New York Mellon Trust
Company, N.A., a national banking
association
By:
Name:
Title:
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization this of , 2022, by
as of The Bank of New York Mellon
Trust Company, N.A., a national banking association, as Fiscal Agent, who is personally
known to me or has produced , as
identification
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
7
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JOINDER BY SECOND MORTGAGEE
(Construction Loan)
The undersigned, as Mortgagee under that certain Construction Leasehold Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing in favor of JPMorgan Chase
Bank, N.A., a national banking association, recorded in Official Records Book 33373 Page
4988 of the Public Records of Miami -Dade County, Florida covering all/or a portion of the
property described in the foregoing agreement, does hereby acknowledge that the terms of this
agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
, 2022.
JPMORGAN CHASE BANK, N.A., a
national banking association
By:
Name:
Title:
STATE OF )
) SS:
COUNTY OF )
The foregoing instrument was sworn and acknowledged before me by
means of ❑ physical presence or ❑ online notarization this day of
, 2022, by as of
JPMorgan Chase Bank, N.A., a national banking association. who is personally known to
me or has produced , as identification.
Notary Public
State of Florida at Large
My Commission Expires:
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JOINDER BY THIRD MORTGAGEE
(City Loan)
The undersigned, as Mortgagee under that certain Amended and Restated Leasehold Mortgage
and Security in favor of the City of Miami, recorded in Official Records Book 33512, Page
3523, of the Public Records of Miami -Dade County, Florida covering all/or a portion of the
property described in the foregoing agreement, does hereby acknowledge that the terms of this
agreement are and shall be binding upon the undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
,2023.
ATTEST:
Todd B. Hanno
City Clerk
Date: 1 1l1 /ac'
APPROVED AS TO FORM
AND CORRECTNESS:
Vict. endez
City Attorney
#11120368 vl
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RFA 22-3462
CITY OF MIAMI, a municipal corporation of
the State of Florida
By:
Arthur Noriega
City Manager
9
JOINDER BY FOURTH MORTGAGEE
(County HOME Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage and Security Agreement
and Assignment of Leases, Rents and Profits (HOME Loan) in favor of Miami -Dade, County,
recorded in Official Records Book 33374 Page 45, of the Public Records of Miami -Dade
County, Florida covering all/or a portion of the property described in the foregoing agreement,
does hereby acknowledge that the terms of this agreement are and shall be binding upon the
undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
,2022.
Approved as to form
and legal sufficiency
MORTGAGEE:
Miami -Dade County, a political subdivision
of the State of Florida
By:
Terrence A. Smith By:
Asst. County Attorney
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
Name:
Title:
Attest:
Miami -Dade County Clerk
The foregoing instrument was acknowledged before me by means of 0 physical
presence or ❑ online notarization this of , 2022, by
as of Miami -Dade County, .a political subdivision of the
State of Florida who is personally known to me or has produced
, as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
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zit/OS
JOINDER BY FIFTH MORTGAGEE
(County Surtax Loan)
The undersigned, as Mortgagee under that certain Leasehold Mortgage and Security Agreement
and Assignment of Leases, Rents and Profits (Surtax Loan) in favor of Miami -Dade, County,
recorded in Official Records Book 33374 Page 115, of the Public Records of Miami -Dade
County, Florida covering all/or a portion of the property described in the foregoing agreement,
does hereby acknowledge that the terms of this agreement are and shall be binding upon the
undersigned and its successors in title.
IN WITNESS WHEREOF, these presents have been executed this day of
,2022.
Approved as to form
and legal sufficiency
MORTGAGEE:
Miami -Dade County, a political subdivision
of the State of Florida
By:
Terrence A. Smith By:
Asst. County Attorney
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
Name:
Title:
Attest:
Miami -Dade County Clerk
The foregoing instrument was acknowledged before me by means of 0 physical
presence or 0 online notarization this of , 2022, by
as of Miami -Dade County, a political subdivision of the
State of Florida who is personally known to me or has produced
, as identification.
Print or Stamp Name:
Notary Public, State of Florida at Large
Commission No.:
My Commission Expires:
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