HomeMy WebLinkAbout23828AGREEMENT INFORMATION
AGREEMENT NUMBER
23828
NAME/TYPE OF AGREEMENT
OMNI CRA & 14TH STREET DEVELOPMENT, LLC
DESCRIPTION
RENT REGULATORY AGREEMENT/14TH STREET
DEVELOPMENT/FILE ID: 10631/CRA-R-21-0044
EFFECTIVE DATE
March 28, 2022
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
3/28/2022
DATE RECEIVED FROM ISSUING
DEPT.
3/28/2022
NOTE
Prepared by,
(Developer Attorney)
After recording return to:
Victoria Mendez, Esq.
City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305)416-1800
Property folio numbers: 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136-005-1180; 01-3136-005-
1151; 01-3136-005-1150; 01-3136-005-1140; 01-3136-005-1130; 01-3136-005-1090
RENT REGULATORY AGREEMENT FOR
14TH STREET DEVELOPMENT
THIS RENT RE ULATORY AGREEMENT ("Regulatory Agreement") is entered into this
day of ((Z , 2022, between 14t'' Street Development LLC, a Florida limited liability
company, its assigns or successors in interest, with a principal office located at 1600 NE 1 St Avenue,
Suite 3800, Miami, Florida 33132 (hereinafter referred to as "Developer") and the OMNI
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the
City of Miami (the "City") pursuant to Florida Statutes Section 163.356, with a principal office located
at 1401 N. Miami Avenue, 2nd Floor, Miami, Florida 33136 (hereinafter the "CRA").
The execution of this Regulatory Agreement by the Developer is in connection with and
contingent on the loan (the "Loan") and use of CRA funds, as authorized pursuant to Resolution
No. CRA-R-21-0044 adopted October 28, 2021, subject to the terms and conditions provided in the
Economic Incentive Agreement to be executed by the Developer and the CRA (the "Agreement"), for
the construction of a total of One Hundred Twenty (120) affordable CRA-assisted units (the "CRA-
Assisted Units") of that certain project known as 14th Street Development located at the property
identified by folio numbers 01-3136-005-1110; 01-3136-005-1070; 01-3136-005-1060; 01-3136-005-
1180; 01-3136-005-1151; 01-3136-005-1150; 01-3136-005-1140; 01-3136-005-1130; 01-3136-005-
1090, Miami, Florida. The project means the Improvements constituting a mixed -income and mixed -
use project consisting of Three Hundred Ninety Eight (398) units of which One Hundred Twenty (120)
units are affordable housing, located on the property identified by folio numbers: 01-3136-005-1110;
01-3136-005-1070; 01-3136-005-1060; 01-3136-005-1180; 01-3136-005-1151; 01-3136-005-1150;
01-3136-005-1140; 01-3136-005-1130; 01-3136-005-1090 within the Redevelopment Area. (the
"Project")
In accordance with the requirements set forth in (i) the Agreement for the Funds and the
Incentive Payments based on the Incremental TIF (each of those terms as defined in the Agreement) the
Project creates, and (ii) the other documents of even date therewith between the Developer and the
CRA, One Hundred Twenty (120) units are considered "CRA-Assisted" and all of the CRA-Assisted
Units are subject to the restrictions provided in this Regulatory Agreement recorded on the subject
property as legally described in Exhibit "A" of this Regulatory Agreement, attached and incorporated
herein by this reference. The Project will, during the Affordability Period (as defined below), maintain
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the following unit mix structure2 ("Unit Mix"):
14th Street Unit Mix
Number
of units
Percentage
of total
units
Studios
1-Bedrooms
2 Bedrooms
Total Units
398
100%
23
305
70
Affordable to Residents at 60% AMI
40
10%
4
33
3
Affordable to Residents at 80% AMI
80
20%
6
67
7
Total CRA Assisted Units
120
30%
10
100
10
Developer hereby agrees to the following terms, conditions, and covenants until the Expiration
of the Affordability Period:
(1) New -Tenant Occupancy Requirements. When an existing tenant vacates its
unit, such unit (or any other unit with an equivalent configuration) shall thereafter be made
available to tenants who qualify under the occupancy requirements of the CRA-Assisted Unit
requirements as set forth in this Regulatory Agreement as follows:
a. Maximum Rent Levels. The rents charged on all CRA-Assisted Units
shall be subject to this Regulatory Agreement. The monthly base rent charged on CRA-
Assisted Units as described by the Unit Mix are subject to the maximum income levels
and maximum rents published by the United States Department of Housing and Urban
Development ("HUD") based on the Area Median Income, as adjusted for family size,
established by HUD for Miami -Dade County, Florida (as adjusted by HUD from time
to time, the "AMI").
In no event will the monthly base rent on a CRA-Assisted Unit exceed the maximum
rent levels as provided for in this Paragraph (1)(a). The monthly base rents shall not be
adjusted for changes in tenant income or HUD published maximum rents prior to the
2 The unit mix structure herein is based on the design plans at the time of execution and are still subject
to future changes, including the review and approval'. of the relevant local authorities. Any changes into the
overall unit mix or unit types by more than 5% will require an Amendment this Regulatory Agreement to be
approved and executed by the Executive Director of the CRA. Such Amendment will adjust the restrictions,
accordingly pro rata, to maintain the current restriction mix percentages. In the avoidance of doubt, during the
term of the Loan, the Project will never consist of less than one hundred twenty (120) CRA Assisted Units.
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expiration of each tenant's then current term, excluding any future renewal options or
extensions, if any, or the termination of such lease, as applicable. Subject to Article X
of the Loan Agreement, the Project will maintain the Unit -Mix until the earlier to occur
of (i) the expiration of the life of the CRA, (ii) July 7, 2047, or (iii) the Expiration of
the Affordability Period. As HUD adjusts the AMI, the Projects income level
restrictions and rents will be adjusted accordingly.
b. Income Re -certification. Tenant income restrictions for CRA- Assisted
Units shall be certified by the Developer annually on the anniversary of each tenant's
lease and maintained in the tenant file, subject to inspection by the CRA, in accordance
with Paragraph (4) of this Regulatory Agreement.
c. Deposits and Pre -payments. Developer shall not require, as a condition
of occupancy or leasing of any CRA-Assisted Unit, any other consideration or deposit
from the tenant, except for the prepayment of one month's rent, a security deposit not
to exceed one additional month's rent and, if applicable, a one-time pet fee not to
exceed Three Hundred Dollars ($300.00).
(2) Prohibited Lease Provisions. The Developer's leases for CRA- Assisted Units
shall not contain any of the following provisions:
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 unit after the tenant
has vacated the premises.
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 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.
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f. Agreement to pay legal costs, regardless of outcome. A tenant lease
may not contain a provision whereby the tenant agrees to pay attorneys' 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 the attorneys' fees and costs
if the tenant loses the court proceeding brought by the tenant or landlord.
g. 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 gross negligence or willful misconduct.
(3) Annual Reporting. Each year, on the anniversary of the issuance of the
certificate of occupancy/certificate of completion for the Project in accordance with the
Agreement, and at other times at the request of the CRA (but in no event more than three (3)
times in any twelve (12) month period), the Developer shall furnish occupancy reports in a form
approved by the CRA, and shall provide the CRA with such other information as may be
reasonably requested by the CRA relative to the Project's ongoing compliance with this
Regulatory Agreement related to Unit Mix and the tenants' income certification. Not providing
the annual report is a material breach as outlined in the Loan Agreement.
(4) Inspections. The Developer agrees to submit the CRA-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 Developer will be
furnished a copy of the results of each inspection within thirty (30) days of completion, and
will be given thirty (30) days thereafter to correct any deficiencies or violations (provided
however, in the event that the deficiencies or violations are not of a type which can be resolved
in thirty (30) days, the Developer shall have an additional sixty (60) days of time to correct the
same so long as Developer is diligently endeavoring to cause such correction). At any time,
other than an annual inspection, the CRA may, in its discretion, inspect any CRA-Assisted Unit.
The Developer 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. All inspections by the
CRA shall (1) be done during normal business hours, (2) upon at least seventy-two (72) hours
prior notice to the Developer and tenant, and (3) in a manner so as to not materially interfere
with the tenant's occupancy of the CRA- Assisted Unit.
(5) Record -keeping. Developer shall keep copies of 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.
(6) Default. Upon the occurrence of a violation of any provision of this Regulatory
Agreement, the CRA shall give written notice thereof to the Developer, by registered or
certified mail, FedEx or similar overnight courier (with tracking confirmation), addressed to
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the Developer's address as stated in this Regulatory Agreement, or to such other address(es) as
may subsequently, upon appropriate written notice thereof to the CRA, be designated by the
Developer. In the case of a Developer which is a corporation or partnership, notices may also
be sent by the CRA to the address of the corporation's chief executive officer or to all general
partners, as applicable, at the CRA's discretion. If such violation is not corrected to the CRA's
reasonable satisfaction, within thirty (30) days after the date such notice is delivered (as
evidenced by tracking information or USPS return receipt), without further notice the CRA may
declare a default under this Regulatory Agreement and under the Agreement 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 the Agreement or this Regulatory Agreement.
If the violation cannot practicably be cured within thirty (30) calendar days, then, subject to
CRA's written approval the Developer may be granted an additional sixty (60) calendar days
to cure the event of default. No additional time to cure shall be granted unless the Developer
can show good cause for its inability to cure the event of default and the CRA, in writing, grants
in whole or with conditions the Developer's written request for additional time to cure the
violation, such approval not to be unreasonably withheld.
Notwithstanding anything stated herein to the contrary, the Developer may cure any default
hereunder by (a) returning to the CRA the amount set forth in Section 15.4 of the Agreement,
and (b) simultaneously with such payment terminating this Regulatory Agreement without
penalty to either party, upon written notice to the CRA.
(7) Notices. All notices under this Regulatory Agreement shall be in writing and
addressed as follows:
To Developer:
With Copy to:
To CRA:
14th Street Development, LLC
1600 NE 1' Avenue
Miami, Florida 33132
Attention: Nir Shoshani, Manager
N. R. Group Asset Management, Inc.
1600 NE 1st Avenue
Miami, Florida 33132
Attn: Kristofor Nelson, General Counsel
OMNI Community Redevelopment Agency
1401 North Miami Avenue
Miami, Florida 33136
Attn: H. Bert Gonzalez, Executive Director
Page 5of12
With Copy to:
Victoria Mendez
General Counsel
Office of the City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, Florida 33130-1910
(8) Fines. Upon the occurrence (and continuance beyond applicable grace, notice
and/or cure periods) of a violation of any provision of this Regulatory Agreement, and
regardless of the nature of the violation, the CRA will assess (commencing upon the expiration
of the applicable grace, notice and/or cure period) a flat monthly fine in the amount of Fifty
Dollars and no/cents ($50.00) per CRA- Assisted Unit that is the subject of such violation up
to a maximum of Five Thousand Dollars and no/cents ($5,000.00) per month, for each month
the violation is not corrected, and pay same over to the CRA. The Developer shall pay said
fines to the CRA, or its successor, within thirty (30) calendar days of receiving notice of the
fmes assessed against the Developer. If the Developer fails to pay the fines within thirty (30)
calendar days of receiving notice, then the CRA shall withhold the amount of fmes due and
owing from Incentive Payments in subsequent years. 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 the Agreement.
(9) Tenant Notice. Developer agrees, during the Term (as defined in Section 13)
of this Regulatory Agreement, to furnish each tenant of a CRA-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 certain Rent Regulatory Agreement between the
landlord and the Omni Community Redevelopment Agency, for the
term of the Affordability Period (as defined in such Rent Regulatory
Agreement). 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 a CRA-Assisted Unit, Developer 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 the CRA.
(10) No Conflict with the Agreement. 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 Agreement executed in connection with the Loan and TIF Incentive Payments.
(11) Other Provisions and Restrictions
a. In the event of any conflict between any provision contained
elsewhere in this Regulatory Agreement and the Agreement and any provision
Page 6 of 12
contained in this Section 11, the provision contained in this Section 11 shall
govern and be controlling in all respects as set forth more fully herein.
b. Developer covenants that it will not take or permit any action
that would result in a violation of the Internal Revenue Code of 1986, as
amended, state or federal or local law, this Regulatory Agreement, or
Agreement. Notwithstanding the foregoing, nothing herein limits the CRA's
ability to enforce the terms of the this Regulatory Agreement or the Agreement,
provided such terms do not conflict with statutory provisions of the National
Housing Act or the regulations related thereto. The Developer represents and
warrants that to the best of Developer's knowledge, this Regulatory Agreement
and the Agreement impose no terms or requirements that conflict with the
National Housing Act and related regulations.
c. This Regulatory Agreement contains the entire agreement
between the Parties. There are no promises, agreements, undertakings,
warranties or representations, oral or written, express or implied, between the
parties hereto other than as herein set forth. No amendment or modification of
this Regulatory Agreement shall be valid unless the same is in writing and
signed by the lawful representatives of the parties hereto.
d. The CRA may require the Developer to indemnify, defend,
and hold the CRA harmless from all loss, cost, damage and expense arising
from any claim or proceeding instituted against CRA relating to the covenants
set forth in this Regulatory Agreement.
e. The provisions of this Regulatory Agreement including this
Section 11 will be incorporated by reference into the Agreement.
(12) 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.
(13) Term. This Regulatory Agreement shall be effective until the Expiration of the
Affordability Period. 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
Developer 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.
(14) Definitions. All capitalized terms used herein and not otherwise defined shall
Page 7 of 12
have the meanings provided in the Agreement.
(15) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in
this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that 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 Developer's management, leasing, and ownership of all or any portion of
the commercial and retail spaces located in the Project, if applicable.
(16) 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 Covenant,
which shall remain in full force and effect.
(17) 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 Developer
within fifteen (15) calendar days after all parties have executed this Regulatory Agreement.
(18) 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. Each party shall bear its own attorneys' fees and costs.
(19) Counterparts; Electronic Signatures. This 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 Agreement. The parties shall be
entitled to sign and transmit an electronic signature of this 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 Agreement upon request.
(20) Waiver of Jury Trial. Developer and the CRA hereby knowingly, irrevocably,
voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any
action, proceeding, claim, or counterclaim based on this Regulatory Agreement and/or the
Project, or arising out of, under, or in connection with this Agreement, the Project, any
renewal(s) hereof, any amendment, extension, or modification of this Regulatory Agreement,
or any other agreement executed between the parties in connection with this Regulatory
Agreement, the Project or any other course of conduct, course of dealing, statements (whether
verbal or written), or any other actions of any party hereto. This waiver is a material inducement
for the CRA and the Developer to enter into this Regulatory Agreement.
Page 8of12
(21) Mortgage Loan. Developer and the CRA hereby agree and acknowledge that
Developer may obtain mortgage financing from a lender or lenders secured by a mortgage on
the Project to be recorded in the Official Records of Miami -Dade County. Notwithstanding
anything herein to the contrary, this Regulatory Agreement shall not be subject to termination,
other than as provided in the Agreement and the Loan Agreement. Notwithstanding the
foregoing, in no event shall the CRA's lien position be subordinated beyond a 3rd priority lien
to any senior financing.
(22) Agreement To Run With The Land. All rights and obligations in this
Agreement, shall be binding upon Developer and its respective successors and assigns, shall be
reduced to writing and recorded in the Public Records of Miami -Dade County, Florida, and
shall run with land. In the event all or any portion of the Property is conveyed to a third party,
such successor owner shall be bound by the terms and provisions of this Agreement to the same
extent as if such successor owner had executed this Agreement.
THIS REGULATORY AGREEMENT has been executed and delivered as of the day and year
first above written.
[Signature Page Follows]
[Remainder of page intentionally left blank]
Page 9 of 12
IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be
executed by their undersigned officials as duly authorized.
WITNESS:
.74
Print Name: kthJ
e"
Date: 3 r'
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
DEVELOPER:
14th Street Development, LLC, a Florida limited
liability company
By:
Name: Nir Shoshani
Title: Manager
The foregoing instrument was acknowle. ed before me by means of physical presence or n
online notarization, this 28 day of , 2022, by Nir Shoshani, Manager of 14th Street
Development, LLC, a Florida limited liability company, on behalf o ' e company. He/she is personally
known to me or has produced
My Commission Expires:
Notary Public State of Florida
Maria Camila Daze
My Commission HH 118357
Expires 04/18/2025
identifi
Not
OPMAPil2t4
ic, State of Florida
Page 10 of 12
IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be executed
by their undersigned officials as duly authorized.
ATTEST:
Todd Hanno , €l of g- B•ard
Date:
APPROVED AS
REQUIREME
Ann -Marie Sharp
Director of Ris ana ement
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
CRA:
OMNI COMMUNITY REDEVELOPMENT
AGENCY of the City of Miami, a public agency and
body corporate created pursuant to Florida Statutes
Section 163.356 ("C
By:
H. ert Gonzalez, Executive
APPR ED AS TO FORM AND
CO TNESS
By:
ctoria Meidez
eneral Counsel
The foregoing instrument was acknowledged before me by means of physical
presence or ❑ online notarization, this 28 day of C b' , 2022, by H. Bert Gonzalez,
Executive Director of OMNI COMMUNITY REDEVELOPMENT AGENCY of the City of
Miami, a public agency and body corporate created pursuant to Florida Statutes Section
163.356, on behalf of the agency. He/she impersonally
NILO-1ICNSS. as identification. / r
My Commission Expires:()&2O2-7
avecf. Notary Public State of Ronda
Maria Camia Daza
My Commission HH 118357
Or ^d' Expires 04/18/2025
own to me or has produced
(114 P Q11A
Public, State of Florida
23828
Exhibit A
Legal Description of the Properties