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HomeMy WebLinkAbout24454AGREEMENT INFORMATION AGREEMENT NUMBER 24454 NAME/TYPE OF AGREEMENT WYNWOOD WORKS, LLC DESCRIPTION DECLARATION OF RESTRICTIVE COVENANTS FOR WYNWOOD WORKS (WYNWOOD BID NRD-1 PUBLIC BENEFITS TRUST FUND)/AFFORDABLE HOUSING PROJECT EFFECTIVE DATE May 25, 2023 ATTESTED BY ATTESTED DATE DATE RECEIVED FROM ISSUING DEPT. 5/23/2023 NOTE 2. LP/CV 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 DECLARATION OF RESTRICTIVE COVENANTS FOR WYNWOOD WORKS (WYNWOOD BID NRD-1 PUBLIC BENEFITS TRUST FUND) This Declaration of Restrictive Covenants for Wynwood Works (the "Covenant") made this day of May 25, 2023 ("Effective Date") by WYNWOOD WORKS, LLC, a Florida limited liability company (hereinafter referred to as "Project Sponsor"), is in favor of the WYNWOOD WORKS MTZ, LLC, a Florida limited liability company, and its successors and assigns (hereinafter referred to as "Lender"). 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 Lender; and WHEREAS, the Wynwood Business Improvement District, a municipal board of the City of Miami, Florida, has awarded Three Million, Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in NRD-1 Public Benefits Trust Fund ("NRD-1") funds for the construction of the affordable housing portion of the project to be known as Wynwood Works in Miami, Florida ("Project"); WHEREAS, Lender will make a loan (the "Loan") to Project Sponsor for the purpose of developing the Project, which will be a mixed -income and mixed -use, green certified construction, twelve -story building located at 2035 North Miami Avenue, Miami, FL 33127, as legally described in Exhibit "A" (hereinafter referred to as the "Property") WHEREAS, the Project which 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 (as such terms are defined below), and will consist of a total of one hundred twenty (120) residential apartment units. All one hundred twenty (120) Project units are NRD-1 Assisted Units (the "NRD-1 Assisted Units") developed on the Property, subject to the terms, covenants, and restrictions contained herein; and WHEREAS, the Loan is subject.to (i) that certain Promissory Note (Wynwood BID Public Benefits Trust Fund) for Wynwood Works of even date herewith (the "Note"), (ii) that certain NRD-1 Public Benefits Trust Fund Loan Agreement for Wynwood Works of even date herewith (the "Loan Agreement"), (iii) that certain NRD-1 Public Benefit Trust Fund Mortgage and Security Agreement for Wynwood Works of even date herewith (the "Mortgage"), (iv) that certain Disbursement Agreement for NRD-1 Public Benefits Trust Funds of even date herewith (the Page 1 of 8 "Disbursement Agreement"), and (v) that certain Rent Regulatory Agreement for Wynwood Works of even date herewith (the "RRA"; together with this Covenant, the Note, the Loan Agreement, the Mortgage, the Disbursement Agreement, and the RRA, collectively, the "Loan Documents"); and WHEREAS, Project Sponsor desires to make a binding commitment to assure that the NRD-1 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 to constructthe Project is required to record in the public records of Miami -Dade County, this Covenant obligating 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 Lender, is binding on the Property 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 NRD-1 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) NRD-1 Assisted Units out of the Project's total one hundred twenty (120) residential apattiiient units. NRD-1 Assisted Units shall remain Affordable (as defined in the Loan Agreement) until the Expiration of the Affordability Period. The one hundred twenty (120) NRD-1 Assisted Units shall remain affordable to individuals transitioning out of Homelessness, Extremely Low Income Households (including individuals transitioning out of homelessness), 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 NRD-1 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 NRD-1 Assisted Units shall be comprised as follows: (A) Extremely Low Income Household Units. The Project shall have a total of twelve (12) NRD-1 Assisted Units occupied by Extremely Low Income Households (including individuals transitioning out of homelessness) ("Extremely Low Income Household Units"), as follows: (i) four (4) Extremely Low Income Household Units shall be studio/one-bathroom units, (ii) seven (7) Extremely Low Income Household Units shall be one-bedroom/one bathroom units, and (iii) one (1) Extremely Low Income Household Unit shall be a two-bedroom/one bathroom units. "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 (collectively "AMI"). For purposes of this Covenant, individuals transitioning out of homelessness shall be deemed Extremely Low Income Households. Page 2 of 8 (B) Very Low Income Household Units. The Project shall have a total of (12) NRD-1 Assisted Units occupied by Very Low Income Households, whose annual income does not exceed 50% of AMI ("Very Low Income Household Units"), as follows: (i) four (4) Very Low Income Household Units shall be studio/one-bathroom units, (ii) seven (7) Very Low Income Household Units shall be one- bedroom/one bathroom units, and (iii) one (1) Very Low Income Household Unit shall be a two- bedroom/one bathroom unit. "Very Low Income Household" shall mean a household whose annual income does not exceed fifty percent (50%) of AMI. (C) Low Income Household Units. The Project shall have a total of twenty-four (24) NRD-1 Assisted Units occupied by Low Income Households ("Low Income Household Units") whose annual income does not exceed 80% of AMI, as follows, as follows: (i) eight (8) of such Low Income Household Units shall be studio/one-bathroom units, (ii) fourteen (14) of such Low Income Household Units shall be one-bedroom/one bathroom units, and (iii) two (2) of such Low Income Household Units shall be two-bedroom/one bathroom units. Additionally, the Project shall have a total of seventy-two (72) NRD-1 Assisted Units occupied by Low Income Households, whose annual income does not exceed 60% of AMI, as follows: (i) thirty two (32) of such Very Low Income Household Units shall be studio/one-bathroom units, (ii) thirty eight (38) of such Very Low Income Household Units shall be one-bedroom/one bathroom units, and (iii) two (2) of such Very Low Income Household Units shall be two-bedroom/one bathroom units. "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 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, Lender 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 Lender'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 Lender'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 Lender 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 of Miami ("City") shall have the right any time during normal working hours Page 3 of 8 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 Lender and the Project Sponsor or their respective successors -in -interest. Should this instrument be modified, amended, or released, Lender, 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 NRD-1 Requirements (as defined in the Loan Agreement). Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the NRD-1 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 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. NRD-1 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. Project Sponsor acknowledges and agrees that the Project Sponsor entering into this Covenant is a material inducement to Lender making the award of NRD-1 funds to Lender, and Lender making the aforementioned Loan to Project Sponsor. 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. Page 4 of 8 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. Pri ame: Lat Sucts)PtZ 4-t,• . 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 ISM 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 `r_Qy 5 [�L as identification. ?oti:,r,�avc KATHERINE SUAREZ * Commission # HH 232777 Expires April 6, 2026 FOF Page 5 of 8 Pri c, State of Florida at large LENDER: WITNESSES WYNWOOD WORKS MTZ, LLC, a Florida limited liability company By: Mt Zion Developments, Inc., a Florida not for profit corporation, its manager riot Name: it,i,„„fr,L.D,i/ado By. STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) L ry D. C.I., President ACKNOWLEDGMENT The foregoing instrument was sworn to and subscribed before me by means o physical presence or ❑ online notarization this 15+44 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, on behalf of such limited liability company, who is personally known to me or has produced R,, (Dr►ters c.e.n,.5re_ as identification. P`ri Name: %�•� Mare-�" scA, Notary Public, State of Florida at large 4"'�� MARITZA DELGADO ;o <�,pr Pia. ��� Notary Public -State of Florida ' Commission # HH 362666 fTTTTo, My Commission Expires ��i���� June 06, 2027 i Page /of 8 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 OF SAID 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, 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 Page 7 of 8 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. 10452859.8 Page 8 of 8