HomeMy WebLinkAbout23301AGREEMENT INFORMATION
AGREEMENT NUMBER
23301
NAME/TYPE OF AGREEMENT
RESIDENCES AT DR. KING BOULEVARD, LTD.
DESCRIPTION
DISBURSEMENT AGREEMENT MIAMI FOREVER
BOND/SPONSOR FOR CERTAIN PROJECT CONSTRUCTION
HARD COSTS/FILE ID: 5562/R-19-0141
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/28/2020
DATE RECEIVED FROM
ISSUING DEPT.
9/30/2020
NOTE
a33o 1
DISBURSEMENT AGREEMENT FOR
RESIDENCES AT DR. KING BOULEVARD, LTD.
(MIAMI FOREVER BOND FUNDS)
This Disbursement Agreement for Miami Forever Bond funds ("Disbursement
Agreement") is made as of this day of , 2020, by and between
RESIDENCES AT DR. KING BOULEVARD, LTD., a Florida limited partnership (hereinafter
the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida
(hereinafter the "City").
RECITALS
WHEREAS, the Project Sponsor is developing a project known as Residences at Dr. King
Boulevard (the "Project"), that will increase the supply of rental housing units for Extremely Low
Income Households, Very Low Income Households, Low Income Households, and Workforce
Income Households in the community; and
WHEREAS, on September 27, 2019, the City's Housing and Commercial Loan Committee
approved an allocation of Miami Forever Bond ("Bond") funds in the amount of $2,000,000.00 to
the Project Sponsor for certain Project construction hard costs (the "Bond Funds"); and
WHEREAS, the funding commitment of the City to the Project Sponsor for the Bond Funds
is more fully described in that certain Miami Forever Bond Loan Agreement of even date herewith
(the "Loan Agreement"); and
WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby
the Project Sponsor will apply to receive the Bond Funds;
NOW, THEREFORE, for and in consideration of the Project Sponsor's construction and
development of the Project and the reciprocal agreements set forth herein, the ProjectSpdsor and
the City agree as follows:
ARTICLE I
DISBURSEMENT PROCEDURE
1.1 This Disbursement Agreement establishes the conditions to the City'sgbligati9n to
loan the Bond Funds to the Project Sponsor. The Project Sponsor may not request disbursement
of funds pursuant to this Disbursement Agreement until such funds are needed for,,; the
•
reimbursement of eligible costs.
Provided the City is obligated to disburse the Bond Funds pursuant to the Loan Agreement,
the City will disburse such funds in accordance with this Article I.
1.2 The Project Sponsor shall submit draw requests for the Bond Funds, which draw
requests will be submitted not more frequently than one (1) time per month. The City shall not
fund any draw request in an amount that exceeds the City's initial contribution percentage of the
entire development cost of the project. The Project Sponsor will submit or cause to be submitted
the following documentation to the City:
(a) Hard Costs:
(i) A Request for Disbursement, in a form acceptable to the City, setting forth
such details concerning construction of the Project as the City shall require, including: the
amount paid to date to the General Contractor constructing the Project (the "Contractor")
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and pursuant to the contract for the construction of the Project between the Project Sponsor
and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the
Project Sponsor to subcontractors of the Contractor and material men; the amount then
currently payable to the Contractor, broken down by trades; the amounts paid on account
of the Contractor's construction fee; and the balance of the construction costs which will
remain unpaid after the payment of the amount currently payable.
(ii) Any Request for Disbursement must be submitted to the City by no later
than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed
by the Project Sponsor, the Architect for the Project and the Contractor.
(iii) Applications for receiving Bond Funds for reimbursement of hard costs will
include such documents as the City may require. The City Inspector, as described in
Section 1.3 hereof, shall be required to certify with each draw request: the amount of work
on the Project that has been completed; the good and acceptable workmanship of the
Contractor and its subcontractors; compliance with approved final plans and specifications
of the Project; and such other matters as the City may require. Lien waivers/releases shall
be submitted to the City Inspector for review and approval before each disbursement. If
the City requires that its title insurance policy be updated, the Project Sponsor shall also
submit to the title insurance company all lien waivers/releases in connection with each
proposed draw. All costs associated with the title insurance company updating the title
insurance policy shall be paid by the Project Sponsor.
(b) OMITTED
(c) Such other information and documents as the City may require.
(d) Each Request for Disbursement shall constitute a representation and certification
by the Project Sponsor and the Contractor to the City that:
(i) The materials have been physically incorporated into the Project,; free of
liens and security interests, and that the construction of the Project to date has been'.
performed substantially in accordance with the drawings and specifications and in a first; ;
class workmanlike manner;
(ii) All governmental licenses and permits required by the Project as then
completed have been obtained and are available for inspection by the City;
(iii) The Project as then completed does not violate any law, ordinance, rule,
regulation, or order or decree of any court or governmental authority; and
(iv) No Event of Default has occurred and is continuing and there is no
continuing default under the Construction Contract.
(v) The Project Sponsor, the Contractor and each subcontractor has complied
with all Federal, state and local laws and regulations relating to labor standards and with
HUD Handbook 1344.1 where applicable.
(vi) Such other information and documents as the City may reasonably require.
(vii) Each item for which reimbursement is requested in a Request for
Disbursement is properly chargeable as a capital expense for federal income tax,
accounting and state law purposes.
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1.3 The City Inspector will review the work that is incorporated into the Project and for
which each Request for Disbursement of the Bond Funds is submitted. The City Inspector will
review and approve the fmal plans and specifications for the Project and will review and approve
the draw requests based on the percentage of work completed. The City Inspector's reviews,
approvals, and conclusions shall be for the sole benefit of the City.
All construction change orders must receive the prior written approval of the City
Inspector. Change orders that have not received the prior written approval of the City Inspector
shall not be approved for payment/ reimbursement by the City.
1.4 Within ten (10) working days of its receipt of a Request for Disbursement delivered
pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City
will notify the City Inspector of the need to inspect the progress of construction work at the Project
(the "Notification") and shall forward to the City Inspector the Request for Disbursement that has
been delivered by the Project Sponsor.
1.5 The City Inspector shall complete its inspection and submit its report to the City
within five (5) working days of receipt of the Notification.
1.6 If the City finds the materials submitted by the Project Sponsor and the report of
inspection by the City Inspector to be satisfactory to the City and in accordance with the Loan
Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or
such lower sum as the City deems appropriate.
1.7 The City shall fund disbursements of the Bond Funds by no later than fourteen (14)
business days after it has received both the Request For Disbursement, in the form require4.by
Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections
1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct.
1.8 The City shall retain five percent (5%) of the Bond Funds allocated to the Project
Sponsor's hard costs (the "Allocation Retainage") until it has received confirmation that the projedtt
has issued a Certificate of Occupancy, and at the Project Sponsor's sole cost, a Final Cost''
Certification prepared by an independent certified public accountant, both in form and substance .
acceptable to the City.
1.9 The City reserves the right to refuse to fund any disbursement request(s) in the
event that the City determines that the Project and/or the Project Sponsor are not in compliance
with any local, state or federal law or requirement.
1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan
Agreement, shall be made in accordance with the City of Miami Department of Housing and
Community Development Disbursement of Funds Checklist.
ARTICLE II
MISCELLANEOUS
2.1 This Disbursement Agreement may only be amended in writing by all the parties
hereto.
2.2 This Disbursement Agreement, the Loan Agreement and the other documents
executed by the parties in connection therewith constitute the entire agreement between the parties
hereto and no other agreements or representations, unless incorporated in this Disbursement
Agreement, shall be binding upon any of the parties hereto.
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2.3 All capitalized terms not defined herein shall have the meanings provided in the
Loan Agreement.
2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises
out of the terms of this Disbursement Agreement, each party shall be responsible for its own
attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings,
and including any fmal settlement or judgment.
2.5 This Disbursement 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 Disbursement Agreement. The parties shall be entitled to sign and
transmit an electronic signature of this Disbursement Agreement (whether by facsimile, PDF or
other email transmission), which signature shall be binding on the party whose name is contained
therein. Any party providing an electronic signature agrees to promptly execute and deliver to the
other parties an original signed Disbursement Agreement upon request.
[Signatures on the following page]
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IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project
Sponsor and the City on the date first above written.
WITNESSES:
Print Name: (Ana PaG/VF1
)24/. _ • c-'
Print Name: M161nh(I D. i % nh1olz
Print Name:
Print Name:
PROJECT SPONSOR:
RESIDENCES AT DR. KING BOULEVARD,
LTD., a Florida limited partnership
By: APC Residences at Dr. King Boulevard, LLC,
Florida limited liability company, its general
partner
By:
Name: Randy Weisbur
Title: President
By: MLK 62nd Street Apartments GP, LLC, a
Florida limited liability company, its
co -general partner
By:
Name:
Title:
[ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]
RFA RDK v2
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ACKNOWLEDGMENT
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrument was acknow -dged before me by means of physical‘presence or ❑
onlie notarization this DA day of _ !, o , 2020 by P&J1)Y i M8110) as
11ef1/4)Y of APC Residences at kr. King Boulevard, LLC, a Florida limited liability
company, the general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership, who
is personally known to me or -who produced a as identification.
:.i41' °ijo�•.SILVIA A CAMPOS
?,/ '�., Notary Public • State of Florida
;`' •• zia Commission 11 GG 234701
dot�o-' My Comm, Expires Jul 4, 2022
Bonded through National Notary Assn.
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
Print Name: Sl t- V r-4 A GAMpo s
Notary Public, State of Florida at large
The foregoing instrument was acknowledged before me by means of ❑ physical presence or 0
online notarization this day of , 2020 by
as of MLK 62nd Street Apartments GP, LLC, a Florida limited liability company,
the co -general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership,
who is personally known to me or who produced a as identification.
Print Name:
Notary Public, State of Florida at large
RFA_RDK v2
Page 6 of 7
IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project
Sponsor and the City on the date first above written.
WITNESSES:
Print Name:
Print Name:
Print Name: 7L, 0„tray()
Print Name:
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Marlene Sgl chez
PROJECT SPONSOR:
RESIDENCES AT DR. KING BOULEVARD,
LTD., a Florida limited partnership
By: APC Residences at Dr. King Boulevard, LLC,
Florida limited liability company, its general
partner
By:
Name:
Title:
By: MLK 62nd Street Apartments GP, LLC, a
Florida limited liability company, its
co -general partner
By:
Name:
Title:
[ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]
Page 5 of 7
ACKNOWLEDGMENT
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrument was acknowledged before me by means of 0 physical presence or 0
online notarization this day of , 2020 by , as
of APC Residences at Dr. King Boulevard, LLC, a Florida limited liability
company, the general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership, who
is personally known to me or -who produced a as identification.
Print Name:
Notary Public, State of Florida at large
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrume t was ackno ged befor me by means of hysi al presence or 0
online notarization this day of , 2020 by a1 •A ,
as of MLK 62nd Street Ap rtments GP, LLC, a Florida limited liability company,
the co -general partner of Residences at Dr. King Boulevard, Ltd., a Florida limited partnership,
who is personally known to me or who produced a as identification.
MARLENE CASAR SANCHEZ
Notary Public - State of Fiorida
Commission GG 921883
'<oF''''' My Comm. Expires Oct 19, 2023
Bonded through National Notary Assn.
RFA_RDK v2
Print Name:
Marlenc Santhec
Notary Public, State of Florida at large
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IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project
Sponsor and the City on the date first above written.
ATTEST:
CITY:
City of Miami, a municipal corporation
of the State of Florida
By:
odd B. Hannon/ Arthur No ' a V
City Clerk City Manage
Date: 1,1'6 (3,
APPROVED A
AND CO
Victo : Mendez
City A ' orney
rJ
t 'J
� V
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