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HomeMy WebLinkAbout24446AGREEMENT INFORMATION AGREEMENT NUMBER 24446 NAME/TYPE OF AGREEMENT WYNWOOD WORKS, LLC DESCRIPTION DECLARATION OF RESTRICTIVE COVENANTS/WYNWOOD WORKS (MIAMI FOREVER BOND FUNDS)/MATTER ID: 23-314 EFFECTIVE DATE May 25, 2023 ATTESTED BY NICOLE EWAN ATTESTED DATE 5/23/2023 DATE RECEIVED FROM ISSUING DEPT. 5/23/2023 NOTE Z4gy� Prepared by, and after recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Property Address: 2035 North Miami Avenue, Miami, Florida 33127 DECLARATION OF RESTRICTIVE COVENANTS FOR WYNWOOD WORKS (MIAMI FOREVER BOND FUNDS) This Declaration of Restrictive Covenants for Wynwood Works (the "Covenant") made this 25th day of May, 2023 ("Effective Date") by WYNWOOD WORKS, LLC, a Florida limited liability company (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City"). RECITALS WHEREAS, the Project Sponsor is the fee simple owner of the property legally described in Exhibit "A," attached hereto and incorporated herein; and WHEREAS, the Project Sponsor hereby agrees and covenants that the following described property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the City, and shall remain in full force and effect until released by the City; and WHEREAS, the City has loaned $3,500,000.00 in Miami Forever Bond funds to Project Sponsor ("Loan") in order to develop the Project, as more particularly described below; and WHEREAS, the Project Sponsor is developing a project that will, among other things, increase the supply of rental housing units for Extremely Low Income Households (including Individuals Transitioning Out of Homelessness), Very Low Income Households, and Low Income Households in the community known as Wynwood (hereinafter referred to as the "Project"), which consists of a newly constructed, mixed -use, green -certified construction, twelve -story building located at 2035 North Miami Avenue Miami, Florida 33127, as legally described in Exhibit "A" (hereinafter referred to as the "Property"). The Project consists of a total of one hundred twenty (120) residential apartment units. All one hundred twenty (120) Project Units are Bond -Assisted Units (the "Bond Assisted Units") developed on that certain Property and are all subject to the terms, covenants, and restrictions contained herein; and WHEREAS, the City's allocation of funds for the Project is subject to that certain Miami Forever Bond Loan Agreement for Wynwood Works (the "Loan Agreement" or "Bond Loan Agreement") and other loan documents of even date herewith between the City and the Project Sponsor (collectively the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the Bond Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant; and WHEREAS, Project Sponsor, as a condition for receiving the Loan funds to construct the Project is required to record in the public records of Miami -Dade County this Covenant obligating Page 1 of 4 the Project Sponsor, its successors, transferees, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the City, is binding on the Property for from the Effective Date, until the Expiration of the Affordability Period (as defined below), and is not merely a personal covenant of the Project Sponsor; NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the Bond Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall be developed on the Property and there shall be one hundred twenty (120) Bond Assisted Units out of the Project's total one hundred twenty (120) residential apat tiiient units. Bond Assisted Units shall remain Affordable (as defined in the Loan Agreement) until the expiration of the Affordability Period. The one hundred twenty (120) Bond Assisted Units shall remain affordable to Extremely Low Income Households, Very Low Income Households, and Low Income Households for the period of time commencing on the date on which the Project has obtained all of the required final certificate(s) of occupancy and all Bond Assisted Units have been leased to eligible tenants ("Close -Out of the Project") and ending thirty (30) years thereafter (the "Expiration of the Affordability Period"). The Bond Assisted Units shall be comprised as follows: four (4) studio/one-bathroom Units to be occupied by Extremely Low Income Households, seven (7) one-bedroom/one bathroom Units to be occupied by Extremely Low Income Households, one (1) two-bedroom/one bathroom Units to be occupied by Extremely Low Income Households, four (4) studio/one-bathroom Units to,be occupied by Very Low Income Households, seven (7) one-bedroom/one bathroom Units to be occupied by Very Low Income Households, one (1) two-bedroom/one bathroom Units to be occupied by Very Low Income Households, thirty two (32) studio/one-bathroom Units to be occupied by Low Income Households not to exceed sixty (60%) of AMI, thirty eight (38) one-bedroom/one bathroom Units to be occupied by Low Income Households not to exceed sixty (60%) of AMI, two (2) two-bedroom/one bathroom Units to be occupied by Low Income Households not to exceed sixty (60%) of AMI, eight (8) studio/one-bathroom Units to be occupied by Low Income Households not to exceed eighty (80%) of AMI, fourteen (14) one-bedroom/one bathroom Units to be occupied by Low Income Households not to exceed eighty (80%) of AMI, two (2) two-bedroom/one bathroom Units to be occupied by Low Income Households not to exceed eighty (80%) of AMI. "Extremely Low Income Household" shall mean a household whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by Florida Housing Finance Corporation ("FHFC"), with adjustments and certain exceptions as provided by FHFC ("AMI"). "Very Low Income Household" shall mean a household whose annual income does not exceed fifty percent (50%) of AMI. "Low Income Household" shall mean a household whose annual income does not exceed eighty percent (80%) of AMI. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its Page 2 of 4 successors and assigns from the Effective Date until the Expiration of the Affordability Period. Upon the Expiration of the Affordability Period, this Covenant shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the City shall prepare for recording an instrument evidencing the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: The Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without City's prior written consent to the extent required by the Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance of an interest in the Project. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without City's prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the City in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the City shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed by the City and the Project Sponsor or their respective successors -in -interest. Should this instrument be modified, amended, or released, the City Manager, or such person who hereafter is delegated such authority, 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 as necessary in order to comply with the City's Bond Requirements (as defined in the Loan Agreement). Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record in the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to ensure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Page 3 of 4 Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant 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 Covenant 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 both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Miami Forever Bond Funds. Project Sponsor acknowledges and agrees that this Covenant is intended to evidence and memorialize the use of proceeds of the Loan for the public purpose of providing affordable housing in the City of Miami, Florida, as approved at referendum in November 2017. Project Sponsor acknowledges and agrees that the Project Sponsor entering into this Covenant is a material inducement to the City making the aforementioned Loan. Section 14. Costs, Including Attorney's Fees. In the event of litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, each party shall bear its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. [Signature Page Follows] Page 4 of 4 IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive Covenants to be executed by its duly authorized officers and the corporate seal to be affixed hereto on the day and year first above -written. WITNESSES: PROJECT SPONSOR'S ADDRESS: 2100 Coral Way, Ste 405 Miami, FL 33145 STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: WYNWOOD WORKS, LLC, a Florida limited liability company By: Wynwood Works Manager, LLC, a Florida limited liability company, its manager By: Magellan Housing LLC, a Florida limited liability company, its manager By: Nikul A. Inamdar, Member ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of physical presence or ❑ online notarization this [5k- day of May, 2023, by Nikul A. Inamdar, as member of Magellan Housing LLC, a Florida limited liability company, the manager of Wynwood Works Manager, LLC, a Florida limited liability company, the manager of Wynwood Works, LLC, a Florida limited liability company, on behalf of the companies, who is personally known to me or has produced `- ZX D1 - as identification. er vut KATHERINE SUAREZ * Commission # HH 232777 <g,: nii.ir\oQ Expires Ap�6,2026 94'OF fto lic, State of Florida at large ATTEST; CITY OF MIAMI, a municipal corporation of the State of Florida By: l °TodH on City C erk Arthur Noriega , City Manager Date: APP REQ -Marie Sh. • e Director of Risk Man • • ement APPROVED BY DEPARTMENT OF CO ► ITY & ECONOMIC ENT George Departme Communit ctor, g& ent T APPROVED AS TO FORM AND CORRECTNESS: Victorii Mendez _ City Attorney �' v� 4 2614/y� Exhibit A Legal Description Of The Property LEGAL DESCRIPTION LOT 7, BLOCK 3, LESS THE WEST 20 FEET THEREOF, OF &AY KW ADDITION TO M ; ACCORDING TD THE PRAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE PUBLIC RECORDS OF ,UTAMI-1 AD£ COUNTY, FLORIDA, TOGETHER WITH: BEGIN AT THE NORTHWEST COWER OF NE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNT, FLORIDA,. WEAVE RUN SOUTH 85 FEET, THENCE RUN EAST TO THE R4/LROAD RIGHT OF WAY OF THE FLORIDA EAST COAST MILWAY,' THENCE RUN NORTHERLY ALONG SAID RIGHT OF WAY 85 FEET, MORE OR LESS TO A POINT DIRECTLY EAST OF TEE Fror OF BEGINNING; THENCE RUN WEST 135 FEET MORE OR LESS TO THE POINT OF BEGINNING LESS THE WEST 35 FEET THEREOF TOGETHER WITH: COIAME7ICIA,4? AT A POINT 85 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTH 1/2 OF SOUTH 1/2 OF SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST; THENCE RUN SOUTH 100 FEET; THENCE RUN EAST PARALLEL 1YITH THE NORTH BOUNDARY OF SAO SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF TIE SOUTHEAST 1/4 OF SECTION 25, TO ME WEST LINE OF THE RIGHT OF WAY OF THE FLORIDA &IST COAST RAILWAY COMPANY; THENCE RUN IN A NORTHERLY DIRECTION AND ALONG THE }VEST LINE OF THE RIGHT OF WAY OF THE FLORIDA EAST MIST R4+LWAY COMPANY TO A POINT DUE EAST OF THE POINT OF BEGINNA% THENCE RUN WEST AND PARALLEL WO THE MIRTH BOUNDARY OF SAID SOUTH 1/2 OF SOUTH 1/2 OF TTlE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25 TO THE PLACE OR POINT OF BEGINNING, LYING AND 8E1NG IN MAW-DADE COUNTY, FLORIDA; EXCEPTING FROM THE ABOVE MENTIONED TRACT, 20 FEET OFF THE WEST SIDE OF 541D PROPERTY CONVEYED TO THE CITY OF Std4fAl FOR STREET PURPOSES AS SHOWN BY DEED RECORDED IN DEW BOOK 361, AT PAGE 355, OF THE PUBLIC RECORDS OF ATIAMI-DARE COUNTY; FLORIDA, AND ALSO LESS THE BEST 15 FEET THEREOF FOR ADDITIONAL RIGHT-OF-WAY, S ID LANDS ALSO KNOWN A5 A PORTION OF LOT 7, BLOCK 3, OF BAY VIEW ADDR7ON TO MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK $, AT PAGE 107 OF THE PU8UC RECORDS OF AITAMI-DADE COUNTY, FL0I2/ 4 AND A PORTION OF THE SOUTH 1/2 OF 7E SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECT} V 25, TOWNSHIP 53 SOUTH, RANGE 41 .EAST; ACRE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING Ar THE NORTHWEST CORDER OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF INC SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST THENCE RUN N 8 55'17" E FOR 35.00 FEET TO THE POINT OF BEGIN18ATG; THE NEXT DESCRIBED LINE BEING ALONG A LINE 15 FEET EASTERLY OF THE CENTER LINE OF NORTH MIAMI AVEVUE, THENCE N 00'16'34" E FOR 34.42 FEET TO A PONT ON THE NORTH LINE OF LOT 7; THENCE r 8g"50'00' E ALONG SA/U NORTH LINE OF LOT 7, FOR 108.40 FEET TO THE WESTERLY RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY, THENCE S 13'53:30' W ALONG SAID RIGHT OF WAY FOR 225.63 FEET, THENCE S 89'55'17" W ALONG A LINE SOUTHERLY OF AND PARALLEL ii71H THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25 FOR 55.29 FEET, THENCE N 00'16'31 " E ALONG THE LINE 35 FEET EASTERLY OF CENTER LINE NORTH ,CHANT AVENUE FOR 185.00 FEET TO INC POINT OF BEGINNING.