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HomeMy WebLinkAbout23830AGREEMENT INFORMATION AGREEMENT NUMBER 23830 NAME/TYPE OF AGREEMENT OMNI CRA & 14TH STREET DEVELOPMENT, LLC DESCRIPTION DISBURSEMENT AGREEMENT/14TH STREET DEVELOPMENT APARTMENTS/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 2 313 o DISBURSEMENT AGREEMENT FOR 14th STREET DEVELOPMENT, LLC This Disbursement Agreement for 14th Street Development, LLC (this "CRA Disbursement Agreement") is made as of this 2 day of March, 2022 by and between 14TH STREET DEVELOPMENT, LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA"). RECITALS WHEREAS, the Project Sponsor is the owner to the real property ("Property") described in Exhibit "A," which is attached hereto and is incorporated herein. The Project Sponsor is constructing a mixed use retail and residential project known as the 14th Street Development Project (the "Project") that will increase the supply of rental housing units for Very Low and Low Income Households, by constructing new affordable rental units; WHEREAS, on October 28, 2021, the Board of Directors of the CRA ("Board") approved funding for the Project in the amount of $15,000,000.00 for the Project (the "CRA Funds"); and WHEREAS, the CRA and the Project Sponsor intend and agree that the CRA Funds be subject to the terms and conditions of this Agreement and the Loan Agreement, which has been executed of even date herewith; and WHEREAS, the CRA and the Project Sponsor agree that the CRA Funds shall not be provided to the Project Sponsor unless and until the expiration of the life of the CRA is extended to at least July 7, 2047; 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 Project Sponsor and the CRA agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This CRA Disbursement Agreement establishes the conditions and process under which the CRA Funds will be disbursed to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this CRA Disbursement Agreement until such funds are needed for the reimbursement of eligible costs and other costs as approved by the CRA pursuant to that certain that certain Forgivable Loan Agreement for 14th STREET DEVELOPMENT, LLC (the "Loan Agreement;" the CRA will disburse such funds in accordance with this Article I. 1.2 Provided the CRA is obligated to disburse the CRA Funds pursuant to the Loan Agreement, the CRA will disburse $15,000,000.00 in accordance with the Project Sponsor's requests. The Project Sponsor shall (in accordance with the terms of this CRA Disbursement Agreement) submit draw requests for the CRA Funds, which draw requests will be submitted Page 1 of 7 reasonably consistent with the Disbursement Schedule attached to the Loan Agreement. The Project Sponsor will submit or cause to be submitted the following documentation to the CRA: (a) Hard Costs: (i) A Request for Disbursement, in a form reasonably acceptable to the CRA, setting forth such details concerning construction of the Project as the CRA shall reasonably require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") 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 materialmen; the amount then currently payable to the Contractor, broken down by trades; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement for Hard Costs must be submitted and must be signed by the Project Sponsor, the Architect for the Project, and the Contractor. (iii) Within sixty (60) days of the date of each Request for Disbursement, the Project Sponsor shall submit to the CRA copies of its cancelled checks or other evidence confirming final payment of each cost included in such Request for Disbursement. (b) Land Reimbursement and Soft Costs: (i) A Request for Disbursement, in a form acceptable to the CRA, together with: (a) a copy of invoices of those costs for which the Project Sponsor is requesting disbursement, and (b) copies of the Project Sponsor's checks in payment of each soft cost for which disbursement is being requested. (ii) Within sixty (60) days of the date of each Request for Disbursement, the Project Sponsor shall submit to the CRA copies of its cancelled checks confirming final payment of each cost included in such Request for Disbursement. (iii) Each Request for Disbursement of land acquisition and soft costs must be signed by the Project Sponsor. (iv) Repayment for land acquisition costs shall only be made after all other previously incurred non -land costs at the time of the Request for Disbursement have been documented and paid by Project Sponsor and included in a prior or current Request for Disbursement. (c) Each Request for Disbursement of Hard Costs shall constitute a representation and certification by the Project Sponsor and the Contractor to the CRA that: (i) The materials have been or will be physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been Page2of7 performed substantially in accordance with the drawings and specifications and in a good and 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 CRA; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; (iv) No Event of Default has occurred and is continuing and there is no continuing default under the Construction Contract; and (v) The Project Sponsor, the Contractor and each subcontractor has complied with all Federal, state and local laws and regulations relating to labor standards 1.3 If the CRA finds the Disbursement Request complies with this Disbursement Agreement and in accordance with the Loan Agreement, the CRA shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the CRA deems reasonably as necessary in accordance with such rights under the Loan Agreement. 1.4 The CRA shall fund disbursements of the CRA Funds by no later than Ten (10) working days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, provided that all necessary documentation is complete and correct. 1.5 Disbursements for other than hard costs, if permitted pursuant to the Loan Agreement, shall be made in accordance with this CRA Disbursement Agreement. ARTICLE II MISCELLANEOUS 2.1 This CRA Disbursement Agreement may only be amended in writing by all the parties hereto. 2.2 This CRA 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 CRA Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. 2.4 In the event of litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this CRA 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 final settlement or judgment. Page 3 of 7 2.5 This CRA 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 CRA Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this CRA 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 CRA Disbursement Agreement upon request. 2.6 No CRA Funds shall be disbursed until all insurance requirements are provided to the CRA, in a form acceptable to the CRA. [Signature Page Follows] Page 4 of 7 IN WITNESS WHEREOF, this CRA Disbursement Agreement has been executed by the Project Sponsor and the CRA on the date first above written. WITNESSES: 1 tAVAtb U_Whyn /AR.Va,P.- Print Name: 14th STREET DEVELOPMENT, LLC Attn: Nir Shoshani 1600 NE 1st Avenue, Suite 3800 Miami, Florida 33132 STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) PROJECT SPONSOR: 14th STREET DE LOPMENT, LLC, a Florida limited 1.: bility company By: Nir Shoshani, Manager Date: 3 f 2g/e22 ACKNOWLEDGMENT THE FOREGOING INSTRUMENT was acknowledged before me by means of E physical presence or ❑ online notarization on this 20 day of March, 2022 by Nir Shoshani, as Manager of 14th STREET DEVELOPMENT, LLC, on behalf of such limited liability company, who is, personally known to me or who produced a /1 as identification. My Commission Expires: O* 18 J? 2g Signature of o i-ary Public, State of Florida DtefiP- or Proe, Notary Public State of Florida 4‘,.: Maria Camila Daza cr My Commission HH 118357 oil" Expires 04/18/2025 Printed Name of Notary Public Page 5 of 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: By: odd Hannon, the Board Date: 3 /as i',D-N?J-- APPROVED AS TO FORM AND CORRECTNESS: Vica Mensez General Coun . el CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") B Page 6 of 7 23S30 Exhibit "A" Legal Description Folio 01-3136-005-1110: Lot 7 and the North 20 feet of Lot 10, Block 16, "NORTH MIAMI", (also known as ROBBINS, GRAHAM AND CHILLINGSWORTH SUBDIVISION) according to the plat thereof, as recorded in Plat Book "A", Page 491/2, of the Public Records of Miami -Dade County, Florida, less the West 10 feet of said Lot 7 and further less the West 10 feet of the North 20 feet of said Lot 10, Block 16. Folio 01-3136-005-1060: Lot 2, Block 16, Robbins -Graham & Chillingsworth, also known as North 'Miami, less the West 10 feet thereof, according to the plat thereof, as recorded in Plat Book A, Page 49 %, of the Public Records of Miami -Dade County, Florida. Folios 01-3136-005-1070 and 01-3136-005-1090: Lots 3 and 6 in Block 16, of ROBBINS, GRAHAM, & CHILLINGSWORTH'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "A" at Page 49 %Z, of the Public Records of Miami -Dade County, Florida, less the West 10 feet thereof. Folios 01-3136-005-1130; 01-3136-005-1140; 01-3136-005-1150; 01-3136-005-1151; 01-3136- 005-1180: Lots 5, 8, 9 and 12 in Block 16, of ROBBINS, GRAHAM & CHILLINGWORTH'S SUBDIVISION, of the South % of the South '/Z of the Northeast 1/2 of the Southeast 1/ of the Northeast % of Section 36, Township 53 South, Range 41 East; the same being commonly known as "North Miami", according to the Plat thereof, as recorded in Plat Book "A", at Page 49 %, of the Public Records of Miami -Dade County, Florida. Page 7 of 7