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Home My WebLink AboutCRA-R-17-0038 Exhibit-First Amendment to Covenant-SUBPrepared by: William R. Bloom Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 FIRST AMENDMENT TO COVENANT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THIS FIRST AMENDMENT TO COVENANT ("Amendment") is made as of April 1, 2017 by and between SAWYER'S WALK, LTD., a Florida limited partnership ("Sawyer's Walk"), POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership ("Poinciana"; together with Sawyer's Walk, collectively, that "Developer") and the Southeast Overtown/Park West Community Redevelopment Agency5 a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") RECITALS: A. The Developer and the CRA entered into that certain Covenant dated as of April 8, 2014 by and between Sawyer's Walk, Poinciana and the CRA which was recorded April 9, 2014 in Official Records Book 29102, at Page 4177 of the Public Records of Miami -Dade County, Florida (the "Covenant"). B. The Developer and the CRA desire to modify and amend the Covenant as hereinafter set forth. NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. RECITALS. The Recitals to this Amendment are true and correct and are hereby incorporated by reference and part hereof. F11 l-e,-�xtii b� f_ first �I-me�drn��ia CoVeh�f-SUt3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2. DEFINED TERMS. Defined terms utilized in this Amendment but not defined herein shall have the meaning ascribed to said terms in the Covenant. 3. DESIGN OF THE PROJECT. The Conceptual Documents attached to the Covenant as Exhibit B are hereby replaced by the Conceptual Documents attached hereto as Exhibit "A." All reference to the Conceptual Documents in the Covenant shall refer to the Conceptual Documents attached hereto as Exhibit A. 4. DEVELOPMENT TIMEFRAME. Section 3.1 of the Covenant is hereby amended and restated in its entirety to read as follows: "3.1 Commencement of Construction. Developer must commence Vertical Construction of the Project on or before July 1, 2018, times being of the essence (the "Commencement of Construction Deadline"). The term "Vertical Construction" shall mean that Developer has (i) obtained a building permit for the construction of the Project substantially in accordance with the Conceptual Documents, (ii) obtained or caused its general contractor to obtain a payment and performance bond for the Project; and (iii) commenced vertical construction. The Project must be substantially completed within thirty (30) months after commencement of Vertical Construction of the Project (the "Completion Date"), as evidenced by one or more temporary or permanent certificates of occupancy (or their equivalent) for all components of the improvements comprising the Project ("Completion"). The Completion Date shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director concurs with the Developer that an Unavoidable Delay has occurred. The term "Unavoidable Delay" means delays due to area wide strikes, areas wide unavailability of materials, acts of God, floods, hurricanes, casualties, fire, acts of the public enemy and governmental moratoriums. The term Unavoidable Delay shall not include any delays caused by any other source, including but not limited to, any governmental entity acting in its proprietary or regulatory capacity or delay caused by lack of funds." 5. PRE -DEVELOPMENT EXPENSES. Section 5 of the Covenant is hereby amended to reflect that as of the date hereof, the balance of the Pre -Development Fund is Thirty Nine Thousand Seven Hundred Eighty Nine and 04/100 Dollars ($39,789.04). Developer hereby waives any right to be paid the balance of the Pre -Development Fund. 2 #52003377_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 6. TAX INCREMENT REVENUES. Section 6 of the Covenant is hereby deleted in its entirety. Developer acknowledges that the CRA shall have no obligations to the Developer under Section 12 of the Block 46 Development Agreement between Developer and the CRA dated as of January 28, 2014 (the "Development Agreement"). 7. BLOCK 45 DEVELOPMENT. Section 9 of the Covenant is hereby deleted in its entirety. Developer acknowledges that title to Block 45, has reverted to Miami -Dade County. 8. BLOCK 56 DEVELOPMENT. Section 10 is hereby deleted in its entirety. Developer acknowledges receipt of the payment contemplated by Section 10 of the Covenant. 9. NOTICES. Section 11 of the Covenant is hereby amended and restated in its entirety to read as follows. "11. Notices. Any notices required or permitted to be given under this Covenant shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by email and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to Developer: 201 NW 7th Street, Suite 401 Miami, FL 33136 Attention: Ted H. Weitzel Fax: 786-472-8795 Email: tedw4868ggmail.com With a copes: Cozen O'Connor 200 South Biscayne Blvd., Suite 3000 Miami, FL 33131 Attention: Charles Kline, Esq. Fax:305-704-5955 Email: cklinekcozen.com 3 #52003377_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. With a copy to: Taplin Development Corporation 13651 N.W. 4" Street Pembroke Pines, FL 33028 Attention: Jack Taplin Fax: 954-442-6890 Email: thefalls@talpinfallsltd.com If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III., Executive Director 819 NW 2°a Avenue, 3rd Floor Miami, FL 33136 Fax: 305-679-6836 Email: CWoodskmiami ov.com With a copy to: William R. Bloom, Esq. Holland & Knight LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 Email: william.bloom@hklaw.com Notices personally delivered or sent by email shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused." 10. PAYMENTS TO THE CRA. The Covenant is hereby amended to add the following additional provision: "Section 17. Payments to CRA. Developer agrees to pay to the CRA simultaneously with the execution of this Amendment Forty Thousand and No/100 Dollars ($40,000.00). In addition, commencing on August 1, 2017 and on the first day of each and every month thereafter through the earlier to occur of (i) commencement of Vertical Construction of the Project, or (ii) June 1, 2018, Developer shall pay to the CRA Ten Thousand and No/100 Dollars ($10,000.00) per month. 4 #52003377_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 11. LIEN RIGHTS. Section 14 of the Covenant is hereby amended and restated in its entirety to read as follows: "14. Lien Rights. If Developer fails to pay any amount due the CRA pursuant to Sections 3.4, 4.3.1, 4.3.2 or 17, such unpaid amounts shall bear interest at twelve percent (12%) per annum from the date due until paid and shall be secured by a lien on the Property having priority from the recording of the Covenant. If any amount remains unpaid thirty (30) days after written demand from the CRA same may be foreclosed by the CRA in the same manner as a mortgage. At the request of the Developer upon payment of all amounts due under Sections 3.4, 4.3.1, 4.3.2, 17 and this Section 14, the CRA shall execute a recordable instrument reflecting the release of this Section 14." 12. RATIFICATION. Except as hereby modified, Developer and the CRA ratify and reaffirm all the terms and provisions of the Covenant. 13. INTENT. It is the intent of the Developer and the CRA that the Commencement of Construction Deadline has been extended to July 1, 2018, the title to the Property did not revert to the CRA on April 7, 2017, and the CRA hereby quit claims the Property to the Property to Developer, subject to the terms of the Covenant (as amended by this Amendment). 14. CONFLICT. To the extent of any conflict between the terms and provisions of the declaration and the terms and provisions of this Amendment, this Amendment shall control. 5 #52003377_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have executed this Covenant as of the date first above written. DEVELOPER: SAWYER'S WALK, LTD., a Florida limited partnership By: Indian River Investment Communities, Inc., a Florida corporation, its general partner By: Name: Ted H. Weitzel Title: President POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership By: Indian River Investments of Miami, Inc., a Florida corporation, its general partner Bv: Name: Ted H. Weitzel Title: President SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY In Clarence E. Woods, III., Executive Director Approved for legal sufficiency 12 William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA #52003377_v3 Cel THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, this day of , 2017, by Ted H. Weitzel, President of Indian River Investments Communities, Inc., a Florida corporation, general partner of Sawyer's Walk, Ltd., a Florida limited partnership, on behalf of the corporation and the general partnership. He is personally known to me or has produced as identification. Notary Public Print Name: My commission expires: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, this day of , 2017, by Ted H. Weitzel, President of Indian River Investments of Miami, Inc., a Florida corporation, general partner of Poinciana Village of Miami, Ltd., a Florida limited partnership, on behalf of the corporation and the general partnership. He is personally known to me or has produced as identification. Notary Public Print Name: My commission expires: 7 #52003377_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, this day of , 2017, by Clarence E. Woods, III, Executive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He is personally known to me or has produced as identification. Notary Public Print Name: My commission expires: 8 #52003377_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A Conceptual Documents rr M r r Ir 1^ 1 ,► Ir "f'"" TOO �+ i �1 "�9R-x vn"-yfllL SOUTHWEST CORNER VIEW 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. 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THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. N.W.8TH. STREET PRIMARY FRONTAGE 24 ON-SREET PARKING SPACES EomE 3 g2 _l K eiE m'_23 N O O c N ,0 I lu Iifi � r Z I I J J a F LL B 6z S 0 0 mg I eamme FOURTH FLOOR PLAN 9uY: 9llR'.l•-0, roam. A-2.5 Ll T— q) TZ 11 =E1`N—=o=--. Off— Cff:tC —.—ll —TIK M T-� 11. — —=— " — IT- T. .011 Lu:µ�De�e�.�D KIDwLL��..Le`�x THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. N.W. 8TH. STREET PRIMARY FRONTAGE lei ER S 31dt YER _ IIIIIIII, I, By IN ulnm mm w (�� IIIIIe IIIIIII'91 ' II,_� �■i��KK - Ilurli �ul�I ■ 'JI '� ��I�I� �,'t�h IIIIIIIf21i i 0, #a -Itps- -- -- --- FIFTEENTH FLOOR PLAN M r 'Ail a r c h 1= SUBSTITUTED Prepared by: William R. Bloom Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 FIRST AMENDMENT TO COVENANT THIS FIRST AMENDMENT TO COVENANT ("Amendment") is as of April 1, 2017 by and between SAWYER'S WALK, LTD., a Florida limitedhartnership ("Sawyer's Walk"), POINCIANA VILLAGE OF MIAMI, LTD., a Florida limVd partnership ("Poinciana"; together with Sawyer's Walk, collectively, that "Developer") qKd the Southeast Overtown/Park West Community Redevelopment Agency, a pubYS: nd body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECIT A. The Developer and the CRA e ered into that certain Covenant dated as of April 8, 2014 by and between Sawyer's Walk, Po' ciana and the CRA which was recorded April 9, 2014 in Official Records Book 29102, at/age 4177 of the Public Records of Miami -Dade County, Florida (the "Covenant") B. The DeveloVr and the CRA desire to modify and amend the Covenant as hereinafter set forth. NOW, THEKEFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consiAration, the sufficiency of which is hereby acknowledged, the parties agree as follows: RECITALS. The Recitals to this Amendment are true and correct and are hereby by reference and part hereof. SUBSTITUTE® 2. DEVELOPMENT TIMEFRAME. Section 3.1 of the Covenant is hereby and restated in its entirety to read as follows: "3.1 Commencement of Construction. Developer must commence Ve cal Construction of the Project on or before June 1, 2018, times being of the sence (the "Commencement of Construction Deadline"). The term " ertical Construction" shall mean that Developer has (i) obtained a building pe it for the construction of the Project substantially in accordance with th Conceptual Documents, (ii) obtained or caused its general contractor to obtain payment and performance bond for the Project; and (iii) commenced vertical nstruction. The Project must be substantially completed within thirty 0) months after commencement of Vertical Construction of the Project (the Completion Date"), as evidenced by one or more temporary or permanent certi Cates of occupancy (or their equivalent) for all components of the improveme comprising the Project ("Completion"). The Completion Date shall automatic ly be extended one day for each day of Unavoidable Delays provided the Exec ve Director concurs with the Developer that an Unavoidable Delay has occ ed. The term "Unavoidable Delay" means delays due to area wide stri s, areas wide unavailability of materials, acts of God, floods, hurricanes, cas ties, fire, acts of the public enemy and governmental moratoriums. The term U avoidable Delay shall not include any delays caused by any other source, inclu i g but not limited to, any governmental entity acting in its proprietary or regu ory capacity or delay caused by lack of funds." 3. PRE -DEVELOPMENT VPENSES. Section 5 of the Covenant is hereby deleted in its entirety. 4. TAX INCREMEW REVENUES. Section 6 of the Covenant is hereby deleted in its entirety. 5. BLOCKX5 DEVELOPMENT. Section 9 of the Covenant is hereby deleted in its entirety. Developeyficknowledges that title to Block 45, as defined in the Covenant, has reverted to Miami- 6. / BLOCK 56 DEVELOPMENT. Section 10 is hereby deleted in its entirety. acknowledges receipt of the payment contemplated by Section 10 of the Covenant. 7. NOTICES. Section 11 of the Covenant is hereby amended and restated in its entirety to read as follows. 2 #51865954 v3 SUBSTITUTED "11. Notices. Any notices required or permitted to be given under this Covenant shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sen y fax and another method provided herein or mailed by certified or registered ail, return receipt requested, in a postage prepaid envelope, and addressed as f ows: If to Developer: 201 NW 7th Street, Suite 401 Miami, FL 33136 Attention: Ted H. Weitzel Fax:786-472-8795 With a copy to: White & Case 200 South Biscayne Blvd., Suite 4900 Miami, FL 33131 Attention: Charles Kline, Esq. Fax:305-358-5744 If to CRA: SOUTHEAST OVERTOWN / P COMMUNITY REDEVELOP Attention: Clarence E. Woods I 819 NW 2"d Avenue, Yd Flo r Miami, FL 33136 Fax:305-679-6836 With a cony to: William R. Blo , Esq. Holland & ght LLP Suite 3300 701 Bric 11 Avenue Miami L 33131 Fax: 05-789-7799 CK WEST 1T AGENCY Executive Director Kotices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused." 8. PAYMENTS TO THE CRA. The Covenant is hereby amended to add the following additional provision: 3 #51865954_v3 SUBSTITUTED "Section 17. Payments to CRA. Developer agrees to pay to the CRA simultaneously with the execution of this Amendment Forty Thousand and No/100 Dollars ($40,000.00). In addition, commencing on July 1, 2017 and on the first d of each and every month thereafter through May 1, 2018, Developer shall p to the CRA Ten Thousand and No/100 Dollars ($10,000.00) per month. 9. LIEN RIGHTS. Section 14 of the Covenant is hereby amended yid restated in its entirety to read as follows: "If Developer fails to pay any amount due the CRA pursuant to ctions 3.4, 4.3.1, 4.3.2 or 17, such unpaid amounts shall bear interest at twely percent (12%) per annum from the date due until paid. At the request of the D eloper upon payment of all amounts due under Sections 3.4, 4.3.1, 4.3.2, 17 and is Section 14, the CRA shall execute a recordable instrument reflecting the rele se of this Section 14." 10. RATIFICATION. Except as hereby modif/d, Developer and the CRA ratify and reaffirm all the terms and provisions of the Covenant. 11. CONFLICT. To the extent of any nflict between the terms and provisions of the declaration and the terms and provisions of th' Amendment, this Amendment shall control. IN WITNESS hereof the parties ve executed this Covenant as of the date first above written. DEVELOPER: SAWYER' S WALK, LTD., a Florida limited partnership By: Indian River Investment Communities, Inc., a Florida corporation, its general partner By: Name: Ted H. Weitzel Title: President POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership By: Indian River Investments of Miami, Inc., a Florida corporation, its general partner 4 451865954_v3 By: Name: Ted H. Weitzel Title: President SOUTHEAST OVERTOWN / PARK COMMUNITY REDEVELOPMENT M. Clarence E. Woods, III., Approved for legal am William R. om, Esq. Holland &,Anight LLP, Special Vunsel to CRA STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) SUBSTITUTED ENCY Director The foregoing instrument was owledged before me, this day of , 2017, by Ted H. Weitzel, President f Indian River Investments Communities, Inc., a Florida corporation, general partner of Sa er's Walk, Ltd., a Florida limited partnership, on behalf of the corporation and the genera artnership. He is personally known to me or has produced as identification. My expires: Notary Public Print Name: 5 #51865954_v3 SUBSTITUTED STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, this day of , 20175 by Ted H. Weitzel, President of Indian River Investments of/Ii nc., a Florida corporation, general partner of Poinciana Village of Miami, Ltd., a Floridpartnership, on behalf of the corporation and the general partnership. He is personato me or has produced as identification. Notary Public Print Name: My commission expires: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was owledged before me, this day of , 2017, by Clarence E. Woods, III, xecutive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEV OPMENT AGENCY, a public agency and body corporate created pursuant to Section 163 56, Florida Statutes, on behalf of the agency. He is personally known to me or has produce as identification. My ion expires: Notary Public Print Name: #51865954_v3 C*1