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HomeMy WebLinkAbout24452AGREEMENT INFORMATION AGREEMENT NUMBER 24452 NAME/TYPE OF AGREEMENT WYNWOOD WORKS, LLC DESCRIPTION RENT REGULATORY AGREEMENT/2035 NORTH MIAMI AVENUE MIAMI, FLORIDA, 33127 EFFECTIVE DATE May 25, 2023 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 5/23/2023 NOTE 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, FL 33127 ZW5Z RENT REGULATORY AGREEMENT FOR WYNWOOD WORKS This RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this 25th day of May, 2023, between WYNWOOD WORKS, LLC, a Florida limited liability company (hereinafter referred to as "Borrower") and the WYNWOOD WORKS MTZ, LLC, a Florida limited liability company, and its successors and assigns (hereinafter referred to as "Lender"). The execution of this Regulatory Agreement by the Borrower is in connection with the loan of NRD-1 Public Benefits Trust Fund ("NRD-1") funds, (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the construction of a total of one hundred twenty (120) residential apartment units. All one hundred twenty (120) units will be NRD-1 Assisted Units (the "NRD-1 Assisted Units" or "Assisted Units") in that certain project known as Wynwood Works (hereinafter referred to as the "Project"). The Project will be a newly constructed, mixed -use, green certified construction, twelve -story building located at 2035 North Miami Avenue, Miami, FL 33127, a legal description of which is attached and incorporated here as Exhibit "A" (hereinafter referred to as the "Property"). In accordance with the requirements set forth in (i) that certain NRD-1 Loan Agreement to be executed by the Borrower and Lender for the NRD-1 funds (the "Agreement" or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the Borrower and Lender, all one hundred twenty (120) Project Units are considered "NRD-1 Assisted" and all of the NRD-1 Assisted Units are subject to the restrictions provided herein. Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Occupancy Requirements. The one hundred twenty (120) NRD-1 Assisted Units shall be occupied only by Extremely Low Income Households (including individuals transitioning out of homelessness), Very Low Income Households, and Low Income Households. NRD-1 Assisted Units shall be made available to tenants who qualify under the occupancy requirements of Florida Housing Finance Corporation ("FHFC") and fit the income requirements. Extremely Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes do not exceed thirty percent (30%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by FHFC and adjusted for family size ("AMP'). For purposes of this Regulatory Agreement, individuals transitioning out of homelessness shall be deemed Extremely Low Income Households. Very Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes do not exceed fifty percent (50%) of the median income for the area (e.g. Miami -Dade County Florida), as determined by FHFC and adjusted for family size. Low Income Households, for the purposes of this Regulatory Agreement, shall mean households whose annual incomes do not exceed eighty percent (80%) of the median' income for the area (e.g. Miami -Dade County Florida), as determined by FHFC and adjusted for family size. Page 1 of 11 (2) Maximum Rent Levels. The rents charged on all of the NRD-1 Assisted Units shall be subject to the rent limits released annually by FHFC. The Rent maximums for leases signed in Miami, Florida effective as of April 18, 2022 (which remain unchanged as of the Effective Date of this Regulatory Agreement), which are subject to change as updated by the FHFC, are as follows: No. of NRD-1 No. of Bedrooms AMI Category Maximum Assisted Tenant - Units Paid Rent 4 0 30% $512 7 1 30% $548 1 2 30% $658 4 0 50% $853 7 1 50% $914 1 2 50% $1,097 32 0 60% $1,024 38 1 60% $1,097 2 2 60% $1,317 8 0 80% $1,366 14 1 80% $1,463 2 2 80% $1,756 * Change yearly per Florida Housing Fin. Corp. rent limits The foregoing maximum rents include tenant paid utilities. Maximum rents will be reduced for the amount of the applicable HUD Utility Allowance (as published from time to time by HUD) for any utilities paid by the tenant. In no event will the family contribution portion of monthly rent on a NRD-1 Assisted Unit exceed thirty percent (30%) of the applicable percentage of area median income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD published maximums until lease renewal. (3) Income Re -certification. Tenant income for NRD-1 Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by Lender, in accordance with Paragraph 8 of this Regulatory Agreement. (4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any NRD-1 Assisted Unit, any other consideration or deposit from the tenant, except for the prepayment of one (1) month's rent and plus a security deposit not to exceed one (1) additional month's rent. (5) Prohibited Lease Provisions. The Borrower's leases for NRD-1 Assisted Units shall not contain any of the following provisions: Page 2 of 11 a. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. b. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the NRD-1 Assisted Unit after the tenant has moved out. c. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. d. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. e. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. f. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. g. h. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (6) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project, and at other times at the request of Lender, the Borrower shall furnish occupancy reports in a form approved by Lender, and shall provide Lender with such other information as may be requested by Lender relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the NRD-1 Assisted Units. (7) Inspections. The Borrower agrees to submit the NRD-1 Assisted Units to an annual re -inspection to ensure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) calendar days of completion, and will be given thirty (30) calendar days thereafter to correct any deficiencies or violations. Page 3 of 11 At any time other than an annual inspection, Lender may, in its discretion, inspect any NRD-1 Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. (8) Record -keeping. The Project, including the NRD-1 Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at any reasonable time by Lender. Borrower shall keep copies of all written contracts and other instruments which affect the NRD-1 Assisted Units, all or any of which may be subject to inspection and examination by Lender. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph 11 of this Regulatory Agreement. (9) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, Lender shall give written notice thereof to the Borrower, by registered or certified mail, addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to Lender, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by Lender to the address of the corporation's chief executive officer or to all general partners, as applicable, at Lender's discretion. If such violation is not corrected to Lender's satisfaction, within thirty (30) calendar days after the date such notice is mailed, or within such further time as Lender reasonably determines is necessary to correct the violation, without further notice Lender may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such agreements and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: With Copy to: To Lender: Wynwood Works, LLC 2100 Coral Way, Suite 405 Miami, FL 33145 Terry M. Lovell, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, FL 33131 Wynwood Works MTZ, LLC c/o Mt. Zion Developments, Inc. 301 N.W. 9th Street Miami, FL 33136 Attention: Larry D. Capp Page 4 of 11 With a Copy to; And a Copy To: Wynwood Business Improvement District 58 Northwest 27th Street Miami, Florida 33127 Attn: Manny Gonzalez, Executive Director Victoria Mendez Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 City of Miami Department of Housing and Community Development One Flagler Building 14 Northeast 1st Avenue, Second Floor Miami, Florida 33132 Attn: George Mensah, Director (10) Fines. Upon the occurrence of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, Lender will assess a flat monthly fine in the amount of Fifty and 00/100 Dollars ($50.00) per NRD-1 Assisted Unit that is the subject of such violation up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00) per month, for each month the violation is not corrected, and pay same over to Lender. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of an NRD-1 Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the Wynwood Business Improvement District, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. If there is no lease for an NRD-1 Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by Lender. (12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. Page 5 of 11 (13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (14) Term. This Regulatory Agreement shall be effective until the Expiration of the Affordability Period (as defined in the Loan Agreement). On the Expiration of such period, this Regulatory Agreement 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 such Expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (15) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Loan Documents. (16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (17) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Regulatory Agreement, which shall remain in full force and effect. (18) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Borrower. (19) Governing Law and Venue. This Regulatory Agreement 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 Regulatory Agreement 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. (20) Counterparts. This Regulatory 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 Regulatory Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Regulatory 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 Regulatory Agreement upon request. Page 6 of 11 (21) Attorney's Fees. In the event of litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory 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. [Signature Page Follows] Page 7of11 This REGULATORY AGREEMENT has been executed and delivered as of the day and year first above written. ame: Vsiti • avivu) oun PROJECT SPONSOR'S ADDRESS: 2100 Coral Way, Suite 405 Miami, FL 33145 STATE OF FLORIDA ] COUNTY OF MIAMI-DADE ] PROJECT SPONSOR: 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 o physical presence or ❑ online notarization this I S1 day of May, 2023 by Nikul A. Inamdar, as a 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 17Q5 Du as identification. 4)�;grPue4•o KATHERINESUAREZ Commission # HH 232777 9'�OF�°e�` F�ke$APrn8.2026 N•t.�, lie, State of Florida at large Page/of 10 LENDER: WITNES WYNWOOD WORKS MTZ, LLC, a Florida limited liability company ► 61 r Act_ Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) By. Mt. Zion Developments, Inc., a Florida not for profit cor s oration, its manager ACKNOWLEDGMENT /). President The foregoing instrument was sworn to and subscribed before me by means 02-physical presence or ❑ online notarization this • •-t'i-day of May, 2023, by Larry D. Capp, as President of Mt. Zion Developments, Inc., a Florida not for profit corporation, the manager, of Wynwood Works MTZ, LLC, a Florida limited liability company, behalf of such limited liability company, who is personally known to me or has produced ikers L, etrisfa— as identification. ,t(onlizo. Prin Notary Public, State of Florida at large "114.po MARITZA DELGADO .,� As _0 :Notary Public -State of Florida ni • Commission # HH 362666 ;1tTTr.o, ',,�Fn�; My Commission Expires ,,ii�i,i``� June 06, 2027 Page 9of11 Exhibit A Legal Description Of The Property PARCEL A: LOT 7, BLOCK 3, LESS THE WEST 20 FEET THEREOF, OF BAY VIEW ADDITION TO MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL B: BEGIN AT THE NORTHWEST CORNER OF THE 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 COUNTY, FLORIDA; THENCE RUN SOUTH 85 FEET; THENCE RUN EAST TO THE RAILROAD RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY; THENCE RUN NORTHERLY ALONG SAID RIGHT OF WAY 85 FEET, MORE OR LESS, TO A POINT DIRECTLY EAST OF THE POINT OF BEGINNING; THENCE RUN WEST 135 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, LESS THE WEST 35 FEET THEREOF. PARCEL C: COMMENCING 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 WITH THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TO THE WEST LINE OF THE RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY; THENCE RUN IN A NORTHERLY DIRECTION AND ALONG THE WEST LINE OF THE RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY TO A POINT DUE EAST OF THE POINT OF BEGINNING; THENCE RUN WEST AND PARALLEL WITH THE NORTH BOUNDARY OFSAID SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25 TO THE PLACE OR POINT OF BEGINNING, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA; EXCEPTING FROM THE ABOVE MENTIONED TRACT, 20 FEET OFF THE WEST SIDE OF SAID PROPERTY CONVEYED TO THE CITY OF MIAMI FOR STREET PURPOSES AS SHOWN BY DEED RECORDED IN DEED BOOK 361, AT PAGE 355, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AND ALSO LESS THE WEST 15 FEET THEREOF FOR ADDITIONAL RIGHT-OF- WAY. SAID LANDS ALSO KNOWN AS: A PORTION OF LOT 7, BLOCK 3, OF BAY VIEW ADDITION TO MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 107 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; AND A PORTION OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, Page 10 of 11 TOWNSHIP 53 SOUTH, RANGE 41 EAST; MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST; THENCE RUN N 89°55'17" E FOR 35.00 FEET TO THE POINT OF BEGINNING; THE NEXT DESCRIBED LINE BEING ALONG A LINE 35 FEET EASTERLY OF THE CENTER LINE OF NORTH MIAMI AVENUE, THENCE N 00° 16'34" E FOR 34.42 FEET TO A POINT ON THE NORTH LINE OF LOT 7; THENCE S 89°50'00" E ALONG SAID 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 WITH 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 MIAMI AVENUE FOR 185.00 FEET TO THE POINT OF BEGINNING. 10452856.8 Page 11 of 11