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Home My WebLink About23784AGREEMENT INFORMATION AGREEMENT NUMBER 23784 NAME/TYPE OF AGREEMENT LIBERTY SQUARE PHASE ONE, LLC DESCRIPTION AMENDMENT TO LOAN DOCUMENT/MODIFICATION TO UNIT BREAKDOWN OF CITY -ASSISTED UNITS/MATTER ID: 21- 0195/#62 EFFECTIVE DATE February 2, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/2/2022 DATE RECEIVED FROM ISSUING DEPT. 2/9/2022 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T. Ason EXT. 305-301-5148 (cell#1 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Liberty Square Phase One, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ® YES TOTAL CONTRACT AMOUNT: $0 FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT In GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT . El LICENSE AGREEMENT Matter# 21-0915 ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT El LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT El NO OTHER: (PLEASE SPECIFY) 3 Loan Amendment to Loan Documents. PURPOSE OF ITEM (BRIEF SUMMARY): Execution of loan amendment to loan documents for the purpose of modification to unit breakdown of City -assisted units. COMMISSION APPROVAL DATE: / / • FILE ID: N/A ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTINGINFORMATION = Daite PLEASE !FRINTT SIGN APPROVAL BY DEPARTMENTAL DIRECTOR i• 1 -y i,, ' George M sA ` e' SIGNAT SUBMITTED TO RISK MANAGEMENT /VA� `.-S Ann -Marie mil \ „„/"----A / IGNA'TURE: - • SUBMITTED TO CITY ATTORNEY E . E ✓ .1 2r._ • Victoria Mendez%---- 2 .- 1 ° SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER PRINT: a, �� -' SIGNATURE: RECEIVED BY CITY MANAGER Art Noriega SIGNA • 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT E(/�2- PRINT: s44---iscd4- "Y e-eV SIGNATURE: >le._, �c. t/, PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER AMENDMENT TO LIBERTY SQUARE PHASE ONE, LLC LOAN DOCUMENTS This Amendment to the Loan Documents for Liberty Square Phase One, LLC ("Amendment") is entered into a2 day of r,� - -z� , 2022 between the City of Miami, a municipal corporation of the State of Florida ("City") nd Liberty Square Phase One, LLC, a Florida limited liability company ("Borrower" or "Project Sponsor"). RECITALS WHEREAS, the Borrower has developed a project known as Liberty Square Phase One ("Project") located at 6512 NW 14 Avenue, Miami, Florida ("Property"); and WHEREAS, on December 12, 2017, the City loaned Borrower two million dollars ($2,000,000.00) in HOME Investment Partnerships ("HOME") program funds ("Loan") to construct twenty-five (25) HOME -assisted residential units for eligible individuals and families ("HOME -Assisted Units"); and WHEREAS, the Loan is evidenced by several loan documents including but not limited to (i) the Leasehold Mortgage and Security Agreement for Liberty Square Phased One, LLC, dated December 12, 2017, and recorded December 13, 2017, in Official Records Book 30791, Pages 1558-1572 of the Public Records of Miami -Dade County, Florida, (ii) the Rent Regulatory Agreement for Liberty Square Phase One, LLC, dated December 12, 2017, and recorded December 13, 2017, in Official Records Book 30791, Pages 1549-1557 of the Public Records of Miami -Dade County, Florida, (iii) the Declaration of Restrictive Covenants for Liberty Square Phase One, LLC, dated December 12, 2017, and recorded December 13, 2017, in Official Records Book 30791, Pages 1543-1548 of the Public Records of Miami -Dade County, Florida, (iv) the HOME Loan Agreement for Liberty Square Phase One, LLC, dated on or about December 12, 2017, (v) the Disbursement Agreement for Liberty Square Phase One, LLC, dated on or about December 12, 2017, and (vi) the Promissory Note for Liberty Square Phase One, LLC (collectively, "Loan Documents"); and WHEREAS, on September 27, 2019, the City's Housing and Commercial Loan Committee ("HCLC") approved Borrower's request to modify the unit mix of the Project's HOME -Assisted Units as set forth in the Loan Documents; and WHEREAS, the original unit mix was as follows: # Units # Bedrooms 2 1 High HOME Rent (up to 80% of AMI) 5 2 Low HOME Rent (up to 50% of AMI) 18 2 High HOME Rent (up to 80% of AMI) ;and WHEREAS, the new unit mix, as approve by HCLC, is as. follows: # Units # Bedrooms 20 2 High HOME Rent (up to 80% of AMI) 5 2. Low HOME Rent (up to 50% of AMI) Page 1 of 4 NOW, THEREFORE, in consideration for the covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. • Each and every of the above recitals is true and correct. 2. The Loan Documents are hereby amended to reflect the following unit mix: New unit mix will be as follows: # Units # Bedrooms 20 2 'High HOME Rent (up to 80% of AIM) 5 2 Low HOME Rent (up to 50% of AMI) 3. Except as modified herein, all terms and conditions of the Loan Documents shall remain in full force and effect. 4. This Amendment 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 Amendment. The parties shall be entitled to sign and transmit an electronic signature of this Amendment (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 Amendment upon request. 5. This Amendment may not be amended, suspended, superseded or otherwise modified except by a written instrument, expressly identifying the modifications made and signed by the authorized representative of each of the parties. 6. All capitalized terms not defined herein shall have the meanings provided in the Loan Documents. [Signatures on the Following Page] Page 2 of 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officials thereunto duly authorized on the date above written. WITNESSES: Signature Lvlit Trivtrto Legibly print n me Legibly print name STATE OF FLORIDA COUNTY OF MIAMI-DADE PROJECT SPONSOR: Liberty Square Phase One, LLC, a Florida limited liability company By: Print Name: Title: Tony Del Pozzo Vice President The foregoing instrument was acknowledged before me by means of physical presence or O online notarization, this 1�1day of IMAM ,'�,02Z by'� .4dA a n , as for the Liberty Square Phase One, LLC,'d Florida limited liability company, on behalf of the limited liability company. He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) LYA LC01! . ` 4PybMc:.S W of FI dde. +:# f+4 22aZ22 ' JJ! 13, 022 froiag$� wMonM Mofdry Assn. ignatur of ' el on Ta'�'n. Acknowledgment (Printed, Typed o . me of Notary Public) Title or Rank 22fr) Z22- - Page 3 of 4 Serial Number, if any IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officials thereunto duly authorized on the date above written. CITY OF MIAMI, a municipal Corporation of the State of Florida Arthur Non City Manager APPRO REQU te: CE IA_ Sharp Date: - ` Victoria;Me'ndez Director, ' 'sk M. agement City Attorney ATTEST: Todd Hanno City Clerk ate a,aoa49' APPROVE AS TO FORM AND CORRECTNESS: APPROVED BY DEPARTMENT OF HOUSING & COMMUNITY DEVELOPMENT D' Co ent of Housing & evelopment Page 4 of 4 Ltf Date: CERTIFICATE OF LIMITED LIABILITY COMPANY [LIBERTY SQUARE PHASE ONE MANAGER, LLC] The undersigned, being the sole Manager of Liberty Square Phase One Manager, LLC, a Florida limited liability company (the "Company"), hereby certifies that: 1. The Company is the sole manager of Liberty Square Phase One, LLC, a Florida limited liability company ("LS Phase One"). 2. LS Phase One and the Company are duly formed, validly existing limited liability companies with active status under the laws of the State of Florida. 3. In accordance with the Company's Operating Agreement, the following resolutions were adopted by the manager and members of the Company, and the same have not been revoked, cancelled, annulled or amended in any manner and are in full force and effect on the date hereof: WHEREAS, LS Phase One has entered into that certain Ground Lease dated February 28, 2017, as amended, with Miami -Dade County, a political subdivision of the State of Florida for the lease of the property described therein (the "Property"), WHEREAS, the City of Miami, Florida (the "City") made a HOME loan to LS Phase One in the approximate amount of $2,000,000.00 (the "HOME Loan"), the proceeds of which were used to finance a portion of the construction and development of a 204-unit apartment complex on the Property known as Liberty Square Phase One Apartments (the "Project"). WHEREAS, the City has agreed to change the Project's unit mix as set forth in that certain Amendment to Liberty Square Phase One, LLC Loan Documents (the "Amendment") between the City and LS Phase One; RESOLVED, that the Company on its own behalf and on behalf of LS Phase One, as applicable, approves the execution and delivery of the Amendment. FURTHER RESOLVED, that the president, any vice president or any other officer of the Company, acting alone in either case, be and hereby is authorized to execute and deliver the Amendment, the Company hereby ratifying and confirming the acts of its officer executing and delivering the Amendment. FURTHER RESOLVED, that these resolutions shall continue in full force and effect and may be relied upon until receipt of written notice of any change therein. #10202948 vl 30364-1057 4. The following are duly elected or appointed to the offices of the Company set forth opposite their respective names and are incumbent in such offices as of the date hereof: NAME TITLE Jorge M. Perez President Matthew Allen Vice President Jeffery Hoyos Vice President, Treasurer and Secretary Alberto Milo, Jr. Vice President Tony Del Pozzo Vice President 5. That the votes or action required on the part of the Members of the Company to authorize the foregoing actions have been properly taken and have not been revoked or rescinded by any party. The undersigned has hereunto executed this Certificate as of I z.IL. day of January, 2022. SOLE MANAGER: JMP, LLC, a Florida limited liability company STATE OF FLORIDA COUNTY OF MIAMI-DADE By: t J SS: Tony Del Pozzo, Vice President Tl�e foregoing instrument was acknowledged before me by means of physical presence, this Ili- day of January, 2022, by Tony Del Pozzo, as Vice President of JMP, LLC, a Florida limited liability company, the sole manager of Li Square Phase One Manager, LLC, a Florida limited liability company, on behalf th anies, who is personally known to me. .,p" �v Notary Public State of Florida °Andrew Cohn 40.,. My Commission GG 246271 �whp�' Expires 08/07/Z 22 #10202948 vl 30364-1057 Notary`'ublic, State of Florida at Large Commission No.: My Commission Expires: Ay! 54