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HomeMy WebLinkAboutSEOPW-CRA-R-98-0006U SEOPW CRA RESOLUTION NO. 98-6 RESOLUTION APPROVING IN PRINCIPLE AN AGREEMENT BETWEEN SAWYERS WALK, LTD. AND SOUTHPORT CO. AND MC SQUARED PARTNERS, COLLECTIVELY KNOWN AS THE MCMC JOINT VENTURE, RELATING TO CERTAIN RIGHTS WITH RESPECT TO THREE PARCELS IN THE CITY OF MIAMI KNOWN AS "BLOCKS 45, 55, AND 56." WHEREAS, the Community Redevelopment Agency (the "CRA") is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area (the "SEOPW Redevelopment Area") pursuant to a Redevelopment Plan in effect for the redevelopment area; and WHEREAS, in 1991, the CRA and the City granted to Sawyers Walk certain rights ("Sawyers Walk's Rights") with respect to three parcels in the City of Miami known as "Blocks 45, 55 and 56" (the "Property") contingent upon and subject to the terms and conditions of a request for proposals, including, among other things, the successful negotiation and execution of a lease agreement between Sawyers Walk and the City with respect to the Property; and WHEREAS, as of the date hereof, a lease agreement between Sawyers Walk and the City with respect to the Property has not been negotiated and no development of the Property has occurred; and WHEREAS, the Southport Company and MC Squared Partners (collectively, the "MCMC Joint Venture") is seeking to acquire Sawyers Walk's Rights to the Property for a new development, which may include a studio for the NBC affiliate in Miami ("NBC 611) and a post -production facility; and WHEREAS, an entity related to Sawyers Walk ("Indian River") is the developer of a residential project located on a parcel which adjoins the Property which is known as "Poinciana Village." Indian River agreed to construct a total of 155 units at Poinciana Village, 40 of which are already completed and 24 of which are currently under construction; and WHEREAS, the CRA would like to induce the development of the Property for the purpose of economic development in the area surrounding the Property and would like to have Indian River complete the development of Poinciana Village; and WHEREAS, the MCMC Joint Venture has proposed a form of agreement to the Agency with respect to the proposed transaction relating to the Property. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY: y. a Section 1. The recitals contained in the preamble to this Resolution are hereby adopted by reference and incorporated in this Resolution as if fully set forth in this Section. Section 2. An agreement in principle relating to the transfer of Sawyers Walk's Rights with respect to the Property to the MCMC Joint Venture, pursuant to terms similar to the terms set forth in the proposed form of agreement, but subject to certain conditions, is hereby approved. The approval granted herein is effective until November 14, 1998, and said approval shall expire upon such date, unless prior to such date the specific terms of an agreement between Sawyers Walk and the MCMC Joint Venture, which are acceptable to such parties, have been presented to the Board of Directors and have been approved by a resolution of the Board of Directors. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 14th day of May 1998. Ar hur E. Teele, JzW, Chairman ATTEST: a ter J. Clerk APPROVED AS TO FORM AND CORRECTNESS: Holla d & Knight L P Counsel to the CRA MIA4-617668.2 2 9 8 - 6 INTER -OFFICE ME,MCRA-NDUIM Board of Directors May 14, 1998 Community Redevelopment Agency _= WTVJ-NBC 6 RELOCATION PROJECT - ,-,,J Honorable Arthur E. Teele Jr. Chairman Over the last couple of weeks, the CRA has been in discussion with a group of investors interested in developing a communications and media campus in Southeast Overtown/Park West. In its initial phase, the project anticipates housing NBC-6's news studios. Once completed, the complex will also include a post -production facility and an entertainment destination that will bring about in excess of $60 million in private investment into the Southeast Overtown/Park West Redevelopment District, while providing training facilities and an estimated 600 job opportunities. The project will also generate much needed tax increment revenues for the Southeast Overtown/Park West Trust Fund, which will alleviate the City's current financial obligations vis a vis said project area. Additionally, the proposed project will see the Poinciana Village Condominiums project to completion, since a requirement for final approval of enclosed document and subsequent Lease Agreement will depend upon the City and CRA entering into acceptable agreement with Indian River Investment Communities, Inc. (developer of Poinciana Village) that will include a release of liability of the City and CRA and a completion schedule for Poinciana Village. Furthermore, the new development team has also made a commitment to implement an incubator project in the recording and entertainment field as well as other programs that support and benefit the Overtown community and its residents in an amount not to exceed $1.8 million dollars. I cannot overstate the importance of this project for Overtown, Park West and the Downtown area. Time is of the essence. In order to enable all parties to move forward, it is my suggestion that the CRA Board consider the attached CRA resolution seeking the approval of the transfer and sale of development rights for blocks 45, 55, and 56 to the new development team, subject to certain conditions, as described therein. Please note that this "conceptual approval" is not binding but is a "statement of agreement in principle" therefore, prior to closing final approval for all transactions anticipated herein will remain with the CRA Board and the City of Miami Commission, as appropriate. J SENT BY:CITY OF MIAMI : 5-12-98 : 7:09PM COMM. A. TEELE 3053724646:# 1/ 1 The Honorable Members of the CRA Board May 12, 1998 ' Emergency Meeting Honorable Arthur E, Teele, Jr. Chairman 4 Community Redevelopment Agency 3 Please be advised that an Emergency Meeting of the Community Redevelopment Agency Board has been called for Thursday, May 14, 1998 at 12:00 noon. The tneeting will take place at the City of Miami Commission Chambers. Enclosed for your information is the proposed agenda and pertinent back-up materials, cc, Walter J. Foeman, City Clerk Fulda Tejera, Executive Director, CRA 00 1 %ftwo L440* aw� 00 � > 1.L j 1.0r-G H^ � U � TRANSFER AND SALE OF DEVELOPER'S RIGHTS AGREEMENT THIS AGREEMENT (the "Agreement") is made as of May 11, 1998 (the "Effective Date"), between the Southport Company a Massachusetts company, having an office at Gosling Hollow, 49 Miles River Road, South Hamilton, Massachusetts 01982, and MC Squared Partners, Inc. ("MCSP"), a Florida corporation, having an office at 150 S.E. Second Avenue, Suite 300, Miami, Florida 33131, collectively known as the MCMC Joint Venture (together with its assigns, the "Venture"), and Sawyers Walk, Ltd., through its General Partner, Indian River Investment Communities, Inc. ("Sawyers Walk"). WITNESSETH: WHEREAS, the Venture wants to acquire the developer's rights (the "Rights") associated with a development area known as Sawyers Walk and presently controlled by Sawyer's Walk (the "Transferor"), and located in the City of Miami, Florida, said Rights being associated with three parcels of land containing +_7 acres and identified by the City of Miami as Blocks 45, 55 and 56 located in the Southeast/Overtown Park West Community Redevelopment District (together with any improvements thereon, the "Land") and the Transferor is desirous of selling all of its Rights associated with the Land to the Venture. NOW, THEREFORE, in consideration of the premises, the above recitals and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITION OF DEVELOPER'S RIGHTS In 1991 the City of Miami Community Redevelopment Agency (the "CRA") and the City of Miami (the "City") granted to Transferor certain development Rights associated with the Land. The order and resolution granting development rights to the Transferor provides for the negotiation and execution of a lease agreement (the "Lease") between Transferor and the City with respect to the Land. ARTICLE II AGREEMENT BETWEEN THE PARTIES OS/ I L'Ix 1 05 Ptit imam ISlbl: 1Hr4JW2' (x H'l P!'9 A. The Transferor The Transferor, which term shall include Sawyers Walk together with all companies, partnerships and all individuals and other entities associated with or in control of the Rights, have agreed to transfer and sell to the Venture, or its assigns, all of the Transferor's Rights, including the rights to negotiate the terms of the Lease (the "Lease Rights"), in consideration of and pursuant to the terms and conditions of this Agreement. B. Acquisition of Rights and Lease. In consideration of the payments required in B(i) below, the Transferor grants to Venture an option, on the terms and conditions set forth in this Agreement, to purchase the Transferor's Rights and Lease Rights associated with the Land, as follows: (i) Phase One. In Phase One the Venture or its assigns shall have the option (the "Phase One Option") on or before ninety (90) days from the date of this Agreement (the Phase One Option Period") to purchase all of Transferor's Rights and Lease Rights associated with a portion of the Land identified as Block 55. The Phase One Option may be exercised, and if exercised will be closed, at any time during the Phase One Option Period. The purchase price for Phase One shall be the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00), payable at closing of the Phase One Option in the form of One Million Two Hundred Thousand Dollars ($1,200,000.00) in cash or by wire transfer of immediately available federal funds and the delivery of a Three Hundred Thousand Dollar ($300,000.00) non -recourse negotiable promissory note (the "Note"). The Note shall be collateralized in a manner satisfactory to the Venture and the Transferor and shall have a term of twelve (12) months and bear interest at a rate of seven percent (7%) per annum. In the event the Venture, or its assigns, fails to exercise and close the Phase One Option during the Phase One Option Period and any extension thereof pursuant to Article III, paragraph (ii), the Phase One and Phase Two Options shall expire and neither the Venture nor the Transferor will have any further rights or obligations pursuant to this Agreement. 00 Phase Two. Phase Two shall consist of an option (the "Phase Two Option") in favor of the Venture, or its assigns, entitling the Venture, or its assigns, on or before the expiration of the thirty-ninth (39) month (the "Phase Two Option Period") following the date of this Agreement, to purchase all of Transferor's Rights and Lease Rights associated with the balance of the Land identified as Block 45 and Block 56. The Phase Two Option may be exercised, and if exercised will be closed, at any time during the Phase Two Option Period if, but only if, the Venture has theretofore exercised and closed upon the Phase One Option, and only if the Note has theretofore been paid in full or is in good standing and not in default at the time of exercise and closing. The purchase price for Phase Two shall be the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00), which shall be due and payable in cash or by wire transfer of immediately available federal funds, upon closing by the Venture, or its assigns, of the Phase Two Option; exercise of the Phase Two Option to be in the Venture's sole and absolute discretion. In the event the Venture, or its assigns, fails to exercise and close the Phase Two Option during the Phase Two Option Period, the Phase It Option shall expire and neither the Venture nor the Transferor will have any further rights or obligations pursuant to the Phase [I Option. The purchase price of Phase Two shall be increased by seven percent (7%) per annum commencing on the earlier of the closing of the Phase I Option or 270 days from the date of this Agreement. ilualW 11%AI Vr11p)02'JAA �"j C �� /V�[ � V (iii) Payment. Interest on the Note shall begin to accrue on the date of closing of Phase I and shall be payable by the Venture at maturity and the Venture shall be entitled to prepay the Note at any time without penalty or premium. C. Transfer of Rights. If it is necessary for the Transferor to negotiate the lease or leases as the case may be with the City and then assign the lease or leases to the Venture, Transferor, at Venture's sole election will negotiate the lease or leases with City, and if the terms of the lease or leases are acceptable to the Venture in the Venture's sole discretion, then Transferor shall assign the lease or leases and Venture shall accept the assignment of the lease or leases for the consideration specified in the foregoing paragraph B. Any such assignment is conditioned upon approval by the City of the assignment, the attournment by the City to the Venture or its nominee as the new tenant under the lease or leases, and the release of the Transferor of all liability under said lease or leases. ARTICLE III COOPERATION The Parties agree to cooperate in an effort to bring about the following conditions: (1) The ability of the Venture to receive an unconditional and full assignment of all Rights and the Lease Rights associated with the Land, consistent with the phases set forth in this Agreement. (ii) At or prior to the Phase One Closing the Venture executing a satisfactory Development Agreement with WTVJ/NBC 6 for the development and construction of WTVJ/NBC 6's new television studio on the Land. In the event WTVJ/NBC 6 elects not to construct its new broadcast facilities on the Land, the Venture shall have the right, to be exercised by written notice to the Transferor prior to expiration of the original 90-day Phase One Option Period, to extend the Phase One Option Period for an additional one hundred eighty (180) days from the date WTVJ/NBC 6's notifies the Venture of its decision, in order to allow the Venture (and the Venture agrees to make a good faith diligent effort) to locate an alternative anchor tenant for Phase One. The selection of an alternate anchor tenant shall be in the sole and absolute discretion of the Venture so long as the tenant is primarily in the business of media production, film, cable, telecommunications, entertainment, institutional financial services, and related businesses or for commercial office space. Any other use or anchor shall be subject to the prior approval of the Transferor, which approval shall not be unreasonably withheld. (iii) The City and the CRA approval of the terms and conditions of this Agreement (including the rights of the Transferor to sell and assign and the rights of the Venture to purchase) not later than Tuesday, May 12, 1998. 0 Si 121,14 I05 P14 mwm I SMI: IY hpN)21 IH)l'I _S/p WT ��� ®® 9 (� r �17i�iV��t,lrL+� JL�J (iv) At or prior to closing, (a) the City and the CRA approving and executing the Lease in form and content satisfactory to the Venture, (b) the City and CRA consenting to the sale and assignment to the Venture of the Lease Rights and the Rights to be closed, and (c) the Transferor selling and assigning to the Venture the Lease Rights and Rights to be closed. ARTICLE IV REPRESENTATIONS OF TRANSFEROR The Transferor hereby represents and warrants to the Venture as follows: (i) The Transferor was the successful proposer with respect to the Request for Proposal issued by the City with respect to the Property. (ii) The Transferor has not previously sold or encumbered all or any portion of the Rights and the Lease Rights. (iii) The Transferor has the Partnership's authority to sell and transfer whatever rights are required to be transferred under this Agreement. ARTICLE V INDEMNIFICATION The parties agree that the following indemnifications will be completed and made a part of the final transfer and sale documentation: (i) The Transferor, the City and the CRA will execute such documents as are necessary to terminate and release the Transferor from( and recognize the rights of the Venture in) all of Transferor's rights and obligations with respect to the Land, the Rights and Lease Rights. (ii) If in order to acquire the Rights and the Lease Rights if it becomes necessary for the Venture to Acquire the entities comprising the Transferor, the Venture shall be entitled to satisfactory evidence of all assets and liabilities of such entities, and Transferor hereby represents and warrants to the Venture that no entity or individual comprising the Transferor has engaged in commercial activity, nor maintained any bank accounts, nor filed any business or tax returns, nor hired any employees. ARTICLE VI CLOSING OF THE TRANSFER AND SALE OF THE RIGHTS -4- 0k12708 505 P%1 MWns 153612 (WbO02' DOKI ('� The parties agree that time is of the essence in this Agreement. Transferor agrees to close within three business days of the date the Venture notifies Transferor in writing of its intent to exercise Phase I or Phase 2 Options. This Agreement shall be governed by the laws of the State of Florida and may be executed in multiple counterparts. The recitals set forth above are true and correct and are incorporated herein by reference. [Signatures on next page.] -5- O5/12/99 ] OS PM muum 113612 j Jl4j00I' OqC I 3BOM CRA is IN WITNESS WHEREOF, the Transferor and the Venture have executed this Agreement as of the Effective Date. TRANSFEROR SAWYER'S WALK, LTD. BY BY AS: INDIAN RIVER THE VENTURE BY: X AS: C -6- aS/1 v99 101 a.H (hi mam 1 J36121 YJJo02' DOC] a, wo nd 9 8 — V Curriculum Vitae 0 ARTHUR J. HALLERAN, JR. Gosling Hollow 49 Miles River Road South Hamilton, Massachusetts 01982 Education: MBA Finance, Harvard University, Graduate School of Business, 1972 BA Sociology, Villanova University, 1969 Canterbury School, New Milford, Connecticut Experience 1995- 1997 Private Investor Director and Investor in engineering technology and medical technology start-up ventures as well as developer of two major properties in Boston. 1977 - 1995 First Winthrop Corporation, Boston, Massachusetts Former Chairman of the Board First Winthrop Corporation is a major real estate investment concern involved in the ownership and operation of commercial office buildings as well as multi -family apartment complexes. Winthrop's total portfolio is in excess of $6 billion representing more than 30 million square feet of commercial office buildings, more than 55,000 residential apartment units, and six unique, high end hotel properties. Sole General Partner as well as 85% owner of the concern. Directorships Director, American Passenger Rail Car Company, Chicago, Illinois (Past and Present) Trustee, Brookwood School, Manchester, Massachusetts Trustee, Canterbury School, New Milford, Connecticut Trustee, Catholic Charities, Archdiocese of Boston, Massachusetts Board of Governors, Daytop Village Foundation, New York, New York Trustee, Fordham University, New York, New York Trustee, International Center of Photography, New York, New York Visiting Faculty, Massachusetts Institute of Technology, Cambridge, Massachusetts Trustee, Civil Education Foundation, Tufts University Lincoln Filene Center for Citizenship and Public Affairs, Medford, Massachusetts Board of Advisors, YouthBuild, Boston, Roxbury, Massachusetts Who's Who World Wide Platinum Edition (1992 - 1993) SELECTED PAST PROJECTS OF ARTHUR J. HALLERAN, JR. The following is a sampling of significant projects either owned, renovated or developed by Arthur J. Halleran, Jr. or his related/affiliated entities National Place National Place is a mixed use complex in Washington, D.C. The National Place site consists of a parcel of land containing approximately 121,178 square feet bounded by Pennsylvania Avenue and F, 13th and 14th Streets N.W., next to the National Press Building in Washington, D.C. and a parcel that was formerly an adjoining alleyway. The address of the property is 1331 Pennsylvania Avenue. The Hotel Portion of the Improvements consists of a 15-story hotel called J.W. Marriott Hotel which serves as a flagship hotel for the Marriott chain. In addition to 774 guest rooms, the Hotel contains three restaurants, two ballrooms, a health club an approximately 30,000 square feet of meeting rooms. Construction of the Hotel was completed, and the Hotel opened for business February, 1984. The office portion of the Improvements consists of a 15-floor office building on the northern side of the Improvements containing approximately 350,000 square feet of rentable floor space, an 8-story office building on the southern side containing approximately 60,000 square feet of rentable floor space and approximately 8,000 square feet of rentable office space in the National Theater Building. Construction of the Office Towers was completed in December, 1983. The retail portion of the Improvements consists of approximately 71,000 square feet of floor area located on three levels of the North Office Building and two levels of the South Office Building and Hotel, with a connection on one level through the Hotel's lobby. The Retail Area also connects to a retail area of the renovated National Press Building. The National Theatre Building is a seven -story limestone -faced structure containing an auditorium holding approximately 1,600 seats. It was built in 1885 and substantially rebuilt in 1922. The current renovation, which was completed in January, 1984, did not alter the basic shape of the auditorium. In addition, the Improvements contain an underground parking garage containing approximately 400 automobile parking spaces together with service facilities on five underground levels. Former general partner; current limited partner; initial value approximately $175 million. SROM/c" 9 8 ` 6 One Hamilton Associates One Hamilton Associates is a partnership that owns six supermarket buildings, all under net lease to Albertson's, Inc. Former general partner; current limited partner; initial value approximately $7.5 million. One Atlanta Associates One Atlanta Associates is located in Atlanta, Georgia on Piedmont Avenue between Baker Street and Forrest Avenue. The building is a 24-story, 764,000 square foot office building which is the corporate headquarters of Georgia Power Company. Former general partner; current limited partner; initial value approximately $75 million. Safe LaCrosse Associates Safe LaCrosse Associates owns approximately 517,972 square feet of land on which a one-story precast concrete cheese processing plant with acid -proof brick floors and approximately 97,463 square of floor area has been constructed. The property is located at 3200 Enterprise Avenue, LaCrosse, Wisconsin. The property is net leased to Safeway stores. Former general partner; current limited partner; initial value approximately $5.5 million. Nantucket Island Associates Nantucket Island Associates owns and operates a portfolio of 150 individual properties ("the portfolio") on the Island of Nantucket, Massachusetts. The entire Portfolio, which represents approximately 50% of the commercial market of the Island, is located in the historic commercial waterfront area of Nantucket Town and includes: The 82-room White Elephant Hotel The I I2-room Harbor House Hotel 98 Retail Properties including 82 Retail Stores, 12 Apartment Units and 4 Restaurants The Nantucket Boat Basin which accommodates 252 yachts 40 Wharf Cottages Former general partner; current limited partner; initial value approximately $60 million. $UPW/ 8 - 6 Chestnut Hill Apartments Chestnut Hill Apartments is a 830-unit market rate apartment project in the northeast section of the prestigious Chestnut Hill area of Philadelphia. Former general partner; current limited partner; initial value approximately $40 million. One Summit Associates One Summit Associates consists of approximately one acre of land together with a 26 story office building and related facilities located in the south half of the block in Fort Wayne, Indiana bounded by Calhoun Street on the west, Clinton Street on the east, Wayne Street on the north and Washington Boulevard on the south. The property is net leased by American Electronic Power Corporation. Former general partner; current limited partner; initial value approximately $35 million. J & S Realty Associates J & S Realty owns a 41-acre parcel of land located in Markham, Ontario, Canada and five office buildings. Markham is located on the north side of the metropolitan area of Toronto and is currently a high - growth area. The property is located in the vicinity of Steels Avenue and Victoria Park Avenue in Markham. Steels Avenue is a major thoroughfare and is the location of several new commercial and residential developments. The area surrounding the property is used primarily for light industry, commercial and residential purposes. Construction of the Improvements commenced in July 1980 and were completed in November, 1982. The Improvements consist of four triangular -shaped administrative buildings and one rectangular -shaped computing services and education building, all connected by a glass -roofed atrium running in the east -west direction. The five buildings contain an aggregate of approximately 680,000 square feet and the atrium contains an additional 18,000 square feet. The administrative buildings contain approximately 20,000 square feet per floor. The property is net leased to IBM Canada. Former general partner; current limited partner; initial value approximately $100 million. One Corsica Associates One Corsica Associates is a partnership that owns a 90-acre parcel of land and a 1,100,000 square foot distribution center under net lease to K-Mart Corporation. Former general partner; current limited partner; initial value approximately $25 million. Three Lockhart Associates Three Lockhart Associates is a partnership that owns seven parcels of land and retail stores under net lease to Walmart Stores, Inc. Former general partner; current limited partner; initial value approximately $11 million. One Ontario Associates One Ontario Associates is a partnership that owns a 1,100,000 square foot distribution center under net lease to K-Mart Corporation. Former general partner; current limited partner; initial value approximately $25 million. One Irving Associates One Irving Associates consists of approximately 3 0.5 12 acres of land and two building located thereon. The property is located at 10790 Franklin Road, in Ada County near Boise, Idaho. The properties are net leased to Idaho Power Corporation. Former general partner; current limited partner; initial value approximately $10 Million. 1626 New York Associates 1626 New York Associates purchased 4,500,000 square feet of office buildings in New York City in April of 1984. These properties included 757 Third Avenue, 410 Park Avenue, 535-454 Fifth Avenue, 61 Broadway, 1372 Broadway, 366 Madison Avenue, 1697 Broadway, 809 Fifth Avenue, 300 Park Avenue South, 227 East 45th Street, 450 Park Avenue. Former general partner; current limited partner; initial value approximately $700 million. rinphill Lake Investor Springhill Lake Investors is a partnership that owns an apartment complex known as "Springhill Lake Apartments", consisting of 2,899 apartment and townhouse units in 96 buildings on 154.1 acres of land, two olympic-sized swimming pools, six tennis courts, a community center, a one -acre spring -fed lake, an eight -store shopping center and a day care center, located in Price George's County, Maryland. Former general partner; current limited partner; initial value approximately $80 million. Winrock-Houston Associates Winrock-Houston Associates owns 1,169 market rate residential apartment units located in the Galleria/Post Oak area of Houston, Texas. The properties, which are situated on the approximately 36 acres of land, consist of four separate, but nearly contiguous, apartment complexes containing approximately 1,013,000 net rentable square feet known as Briarwest (380) apartments), Briarwood (351 apartments), Westgate (313 apartments) and Barcelona (125 apartments). Former general partner; current limited partner; initial value approximately $24 million. woPw/ 9 8 - 6 1999 Broadway 1999 Broadway is a premium quality, 42 story limestone and reflective glass office tower situated on a 36,299 square foot triangular site in downtown Denver, Colorado. The office tower completed in March, 1985, contains 635,737 net rentable square feet with a typical floor size of 17,300 net rentable square feet. 1999 Broadway is a well-known and distinctive addition to the Denver skyline and has won several architectural and design awards including the Buildings Owners and Manager's Association (Colorado Chapter) 1988 Building of the Year. The building was designed around the Holy Ghost Church, a Denver landmark, and shares (with the church) an attractive street level plaza, finished in green granite. The plaza is highlighted by A. Thomas Schomberg's "Veteran's Memorial" sculpture. Former general partner; current limited partner; initial value approximately $85 million. International Place NationsBank Building at International Place in Miami is arguably the best known and regarded office building in Miami. Winner of the Building Owners and Managers Association award for best building, the past three years, the property is now over 90% leased. This 550,000 square foot tower was originally purchased from the RTC for approximately $42 million. Former general partner; current limited partner. Harborview Hotel The Harborview Hotel and the Kelley House were purchased in the spring of 1989 at a foreclosure sale in Edgartown, Massachusetts for approximately $9 million. A substantial renovation program to both properties occurred during the winter and the two hotels reopened successfully in June of 1990. The Harborview Hotel has 124 rooms and the Kelley House has 56 rooms. Former general partner; current limited partner; initial value approximately $20 million. Park Towne Place Park Towne Place is a market rate, luxury apartment complex consisting of 969 apartment units contained in four 19-story high-rise buildings on approximately nine acres of land. Park Towne Place sits on Benjamin Franklin Parkway and is surrounded on three sides by Fairmount Park. The complex enjoys excellent visibility in Center City Philadelphia and is a prominent part of Philadelphia's skyline. Former general partner; current limited partner, initial value approximately $50 million. MOPWIC . 9 8 - 9 Lake Castleton Apartments Lake Castleton Apartments is a 1,265-unit apartment complex in Indianapolis, Indiana. The complex consists of 90 two-story, brick garden apartment buildings, located on approximately 83.3 acres of land at the intersection of Shadeland Avenue and 75th Street, in the prestigious suburban Castleton area of Indianapolis. Former general partner; current limited partner; initial value approximately $47 million. Olde Mill Investors Olde Mill Investors is a 700-unit garden -style market rate apartment complex in Calverton, Maryland. The property consists of 28 buildings; 26 garden -style apartment buildings, one mid -rise apartment building and a recreation center. The property is located 13 miles from Washington, D.C. and minutes from the burgeoning commercial development taking place in Prince Georges and Montgomery Counties, notably, the office and research park sites along Columbia Pike (Rt. 29), Interstate 95, the Capital Beltway and U.S. Highway 50. The property benefits by its proximity to Washington and its fine cultural attractions including Kennedy Center, the National Theater, the National Gallery of Art and Smithsonian Museums. Former general partner, current limited partner; initial value approximately $34 million. Riverside Park Apartments Riverside Park Apartments is a 1,222 unit high-rise, market rate rental apartment complex located in the Belle Haven area of Fairfax County. The property consists of three 15-story apartment towers on approximately 28 acres of land and is situated adjacent to the intersection of U.S. Route 1 and Interstate 95 (the Capital Beltway), one-half mile south of the city of Alexandria, Virginia. Downtown Washington, D.C. is just seven miles north of Riverside Park and is easily accessible via U.S. Route 1 and the George Washington Parkway or via the Washington Metro rapid transit system, whose Huntington Station is within walking distance of the property. Former general partner; current limited partner; initial value approximately $55 million. sMOPWI 9 8 - 6 John y Lo WinfOri President WynCo Realty Partners, Inc. 150 SE 2nd Avenue - Suite 300 - Miami, Florida 33131 Telephone (305) 373-2164 - Facsimile (305) 373-2167 BUSINESS BACKGROUND & HISTORY Commercial/industrial real estate executive with a range of experience that includes property management and leasing, asset management, consulting, real estate advisory and brokerage. Asset classifications include commercial office, office showroom, warehouse, developable land and agricultural properties for private and institutional owners. Experience of nearly fourteen years has developed a seasoned professional able to provide a broad range of services to the diverse clients represented. Examples of the range of services includes contract negotiation, equity placement, due diligence, demographic and market analysis for site selection and investor correspondence and reporting. At the height of the corporations third party management business the company had direct and asset management responsibility for a portfolio of properties in excess of 1,000,000 square feet and $100 million in value. The properties are located in diverse markets from New England to California, to its corporate base in Miami, Florida. The corporation was founded in January, 1984. As a direct result of his company's successes during the real estate depression of the early 1990's he was able to identify "value add" opportunities for individual local and national investors. Consequently, in late 1994 he purposely moved his company away from the continued pursuit of third management contracts and begin to focus solely on identifying outstanding real estate investment opportunities and raising equity for their purchase. Since 1995 three office properties totaling approximately 247,000 NRSF have been purchased and almost $4,000,000 in private equity has been raised. A results oriented professional, exhibiting excellent judgment, coupled with high energy, leading to a consistent business record. Has strong skills related to the development of effective plans and the management and motivation of others toward profit related goals. Enjoys exceptional overview abilities and communicates effectively. Attracts superior people who are performance and profit oriented. M Johnny L. Winton Resume Continuation 2/4 ACCOMPLISHMENTS HIGHLIGHT Asset Management Responsible for the asset management of a geographically and asset class diverse portfolio of properties. After assumption of control of properties, WynCo Properties, Inc. established performance standards and conducts operational audits of the management company, with a replacement of the management company when required. Net operating income in 67% of the properties under management increased during 1991. Strong systems capability, with quarterly correspondence, including operating and financial results, prepared for over 300 limited partners throughout the United States. Direct Property Management and Leasing Extensive expertise in all facets of property management, with the ability for rapid response. High quality staff trained to maintain property in both the short- and long-term. Focus on developing and retaining tenants, marketing for new leasing, construction oversight, and appropriate interfaces with planning, zoning and other government agencies. Central Business District, Miami, Florida. Class C office building with 118,000 net rentable square feet. During period when downtown Miami office occupancy rate fell from 83% to under 70%, the occupancy rate of this building, without renovations or improvements, increased from 62% to 92%. Coral Gables, Florida. Initiated major rehab of a 12 story, 185,000 NRA, class B office building in downtown Coral Gables, Florida. Net operating Income, in 1992, at the bottom of the market and in the middle of the renovations was $750,000. In 1995 NOI was approximately $1,700,000 with all leases executed with $1.00 PSF annual rent escalations. - Miami, Florida. Five single story buildings set in a suburban, garden office park setting. Buildings containing a total of 65,619 NRSF, and are situated on a 6.22 acre site. Initiated extensive exterior rehab and moved occupancy up from 78% to 98% and moved rental rates up from $12 PSF to $15 PSF in eighteen months. Atlanta, Georgia. 110-unit Class A apartment complex. In sixteen months, increased occupancy from 86% to 94% while reducing operating expenses by 15%. MOFW, 9 8 - 6 Johnny L. Winton Resume Continuation 3/4 Acquisition Identification & Equity Raising The successes his company exhibited for its clients during the early nineties real estate depression honed the skill sets necessary to identify undervalued assets and created the reputation, as a turn around specialist, that allowed WynCo to serve as the catalyst for the acquisition of three office properties during a twelve month span. The office properties are 65,619 SF, 60,000 SF and 122,000 SF. All properties are doing well for their respective investment groups. Asset Management Consulting and Advisory Long term strategic plan developed for the Hartford, Connecticut corporate headquarters of a life insurance company. Campus consisted of an older multi -tenant office building, two single user leased buildings, and the headquarters building. Specific analytic components included an extensive general market and submarket analysis, demographical analysis, architectural and engineering studies, along with a forced development of the corporate growth plan. As a result of the optimum strategic plan and action recommendations made in January 1992, by April 1992, WynCo Properties, Inc. had secured a full building user for the older, vacant building. Additionally, a new five year lease was negotiated with a full building tenant who had previously given notice to terminate. General Management Twelve years prior corporate experience as executive in multi -state metropolitan blood center operations, employing up to 700 union and non- union people, with fiscal operations of over $16 million. Developed negotiating skills and ability to turn around operations through focused analysis, strategic planning and timely execution. EDUCATION University of New Mexico, Albuquerque, New Mexico 1967 - 1971 University of Texas at El Paso, Texas 1975 PROFESSIONAL DEVELOPMENT University of Miami, "Federal Taxes and the Real Estate Developer" Florida International University, "Creative Financing in Real Estate" Realtors National Marketing Institute- - Fundamentals of Real Estate Investment and Taxation - Fundamentals of Creating a Real Estate Investment - Advanced Real Estate Taxation and Marketing - Impact of Human Behavior on Commercial Investment Decision Making - Case Studies in Commercial Investment Real Estate Brokerage V ! � Johnny L. Winton Resume Continuation 4/4 PROFESSIONAL AFFILIATIONS - Commercial Investment Real Estate Council (Candidate) - Miami Board of Realtors - National Association of Realtors - Building Owners and Managers Association - Realtors National Marketing Institute - Urban Land Institute COMMUNITY ACTIVITIES - Executive Committee, Greater Miami Chamber of Commerce - BOARD CHAIRMAN, South Florida American Red Cross Blood Services - Executive Committee, Downtown Development Authority - Board of Directors, Downtown Miami Partnership - Board of Directors, Friends of Gusman - Chairman, Downtown Ad -Hoc Property Owners Committee - WORLD TRADE CENTER DEVELOPMENT COMMITTEE - Co -Chairman of Foreign Investment Sub Committee - Community Long Range Planning Committee - Florida International University - Council of 100 - University of Miami - Hurricane Club - Beacon Council - Rotary Club of Miami -Paul Harris Fellow BRADFORD NI. DINGWELL PROFESSIONAL PROFILE Bradford M. Dingwell has more than 28 years experience in the real estate industry. His real estate expertise includes a broad based understanding of the many important functions necessary for identifying, underwriting, acquiring, managing and disposing of all types of real estate investment opportunities. On a national basis, he has worked for more than ten years with some of the most successful institutional buyers of real estate and real estate debt. His diverse real estate background has provided him with experience in many important aspect's of the industry including acquisition due diligence, portfolio management, design and construction management, property management, marketing, and sales. Mr. Dingwell recently formed a new company, MediaState, Inc. The new corporation is involved in preparing business and development strategies for destination media and entertainment real estate facilities located in both Los Angeles and Miami. The Miami, Florida project, currently in the planning stage, is being developed with two other Miami based companies that have significant real estate and entertainment experience. As currently contemplated, the project will be a 225,000 SF destination film, television, media and cable facilities campus. The facilities will include film and television sound stages and support areas, low impact technical stages, recording facilities, offices, a restaurant and other related improvements. Mr. Dingwell was a Co -Founding Partner of Skye Partners, LLC. Skye Partners, LLC was formed to source and structure all types of real estate activities including real estate investments, brokerage, mergers and acquisitions, and investments for its own account. In 1997, Skye Partners was instrumental in the successful S25 million merger of a Wall Street Investment Fund with one of America's largest privately held institutional quality, residential multi -family development companies. Additionally, the company successfully participated in the merger of another Wall Street investment company with the developer of the new Pikes Peak International Raceway, a transaction valued in excess of S40 million. Mr. Dingwell was also President of Skye Partners 2, Inc., a single entity company formed to develop and manage a destination value -add media and entertainment real estate facility located in Los Angeles, California. The Skye Partners 2, Inc. $16 million acquisition, in partnership with a New York City based investment fund, will become a 150,000 square foot entertainment and media complex, and will include corporate and production offices, state-of-the-art sound and insert staves, and a restaurant. Prior to his association with Skye Partners, Mr. Dingwell managed the Los Angeles office of a real estate investment joint venture between the Morgan Stanley Real Estate Fund and the Investment Division of the Lennar Corporation. The office was established to manage West Coast real estate investments acquired by the partnership, and was responsible for underwriting, acquiring, managing and disposing of significant portfolios of institutional real estate debt and equity acquisitions. In addition to profitably managing multiple portfolios of performing, non -performing and owned real estate valued at +- S400 million, Mr. Dingwell was also responsible for sourcing alternative new real estate investment opportunities. Subsequent to his relationship with the Morgan Stanley / Lennar Investment Partnership, he was a Co- founder and Managing Director of Amsterdam Associates. Amsterdam Associates was a real estate company and special services provider to institutional buyers of portfolios of distressed and under- performing real estate assets. With offices in New York City and Ft. Lauderdale, the company, on a nationwide basis, identified, underwrote and valued national portfolios of institutional quality assets for many of the investment banks and related real estate funds active in special real estate acquisitions. Oopwi 9 8 - 6 BRADFORD M. DINGWELL PROFESSIONAL PROFILE PAGE 2 Prior to his association with Amsterdam Associates, Mr. Dingwell was the National Director of Due Diligence for the Goldman, Sachs & Co. / J. E. Robert Companies real estate investment joint venture. His primary responsibilities included the management of all due diligence services. He supervised the due diligence process on portfolios offered by government and private sellers in negotiated and competitive bidding situations. He managed a national staff of more than 45 professionals located in 5 offices. With this team, he supervised the development of critical asset valuation information for real estate portfolios with book values typically in excess of S250 million. He was instrumental in developing real estate data collection systems that were employed by Goldman Sachs and the Robert Companies in the analysis of more than 2,000 assets per year with an aggregate value of more than S 1 billion. Subsequent to his appointment with the Goldman/Robert venture, Mr. Dingwell was the Managing Director and owner of Real Estate Strategies, Inc., a company which specialized in advisory work for buyers and owners of under -performing and non -performing real estate assets. His largest clients included industry leaders in the acquisition, management and disposition of troubled real estate assets including investment banks and real estate companies. As a REST Principal, Mr. Dingwell rendered special real estate services on national basis and was responsible for major real estate project re -developments in Miami, Baltimore, Hartford, and Washington DC. Since 1986, he has also rendered services for the FDIC, FSLIC, private lending institutions and private investors. SETH GORDON PROFESSIONAL PROFILE Seth Gordon has over twenty five years of significant experience in community relations, economic development, and corporate relations. As Chairmen and Chief Executive Officer of Gordon Sloan Diaz- Balart, a Miami -based public relations and public affairs consulting firm, his skills, expertise, and intense knowledge of state, regional and local markets has been invaluable to a substantial number of South Florida's most successful companies. Established in 1990, the firm specializes in entertainment, real estate, public affairs and international business. The firm provides communications, marketing and business development services to a wide range of client companies wishing to enter into business in Florida or to increase their profile in the Florida marketplace. The company enjoys an excellent reputation as being both knowledgeable and savvy, a reputation based on many years of providing successful public relations services to its clientele. Some of the past and present client's of the firm include Bell South, Paxson Communications, The Weather Channel, The Travel Channel, Gems Television, and United Family Communications. Mr. Gordon was previously associated with Lawton M. Bud Chiles in his statewide public affairs consulting firm, Chiles Communications. Prior to that, he was Senior Vice President of Public Affairs for Citicorp Florida where he was responsible for public relations, community involvement and governmental affairs and marketing support activities on behalf of Citicorp's ten Florida -based businesses. For five years prior to Citibank/Citicorp, Gordon was Vice President for Public Affairs of the Greater Miami Chamber of Commerce. Gordon earlier served as Tallahassee lobbyist for Metropolitan Dade County and in several capacities in Florida State government including Executive Assistant to the Attorney General, Executive Assistant to the Senate President Pro Temp, and Legislative Analyst for the Senate Committees on Governmental Operations and Health & Rehabilitative Services. Gordon also served as President of the South Florida Coordinating Council, a private sector organization created to promote economic progress in the South Florida region (Dade, Broward, and Palm Beach counties) and as a partner in the governmental consulting firm Abrams/Gordon/Vodicka. He is presently Vice Chairman for Film and Entertainment of the Greater Miami Chamber of Commerce, a member of the Executive Committee of the Beacon Council (Miami's economic development agency), and a member of Florida, Coral Gables, and Miami Beach Chambers of Commerce as well as the Florida Tourism Association. He was Founding Chairman of the New World School of the Arts and served multi -year terms as Chairman of the Miami Film Festival and the Dade Public Education Fund. Gordon attended IVliami-Dade Community College, Boston University, Florida State University and received his Bachelor of Arts degree from Florida International University in 1974. The purpose of this Memorandum of Understanding is to evidence in writing certain representations and agreements by THE SOUTHEAST OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGENCY (the "CRA"), and SAWYERS WALK LTD. ("Sawyers Walk") in connection with the development of certain real property within the City, which is further described herein. A. In 1991, the CRA and the City granted to Sawyers Walk certain development rights (the "Development Rights") with respect to three parcels in the City of Miami known as "Blocks 45, 55 and 56" (the "Property") contingent upon and subject to the terms and conditions of a request for proposals, including, among other things, the successful negotiation and execution of a lease agreement between Sawyers walk and the City with respect to the Property. B. The MCMC .joint venture (the „Investor") is seeking to acquire land in the City of Miami for a new development, which may include a studio for the NBC affiliate in Miami ("NBC 6") and a post -production facility. The Investor and Sawyers walk have asked the CRA to approve an agreement between such parties relating to the Property. C. Poinciana Village of Miami, Ltd. ("Poinciana Village of Miami") is the developer of a residential project located on a parcel which adjoins the Property which is known as "Poinciana Village." Poinciana Village of Miami is an entity of Sawyers Walk. Sawyers Walk agrees and acknowledges that the CRA will not approve an agreement between the Investor and Sawyers Walk unless the CRA and Poinciana Village of Miami have entered into an agreement with respect to Poinciana Village, which agreement shall include, among other things, a release of liability of the CRA and the City and a financing plan and construction schedule for Poinciana village. 1 z a 6000000OZ� 'ON191:11 U/61:11 86 ,�1 .S (oH��ABOPWICRA 9 8 - 6 wou This Memorandum is executed by the parties hereto as of May 14, 1998. HIA4-61$014 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: Date: SAWYERS WALK, LTD. By: Indian River Investments of Miami, Inc., its general partner Date: 2 By: Name - Title: 9 4 60000000Z� *0N/8I : I I U/ 6I : 1196 ,b I .8 ME) .. $ ww/ 9 8 ^ 6 ► OU