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Home My WebLink AboutCRA-R-22-0047 Exhibit AI f Christine King Janis McQueen Board Chair Execritive Director i i I Am nded and Restated Memorandum of Understanding I Amended and R stated Memorandum of Understanding (this "MOU") is entered into on )er 10 , 2022 ( "' ffcctive Date") by and between the SOUTHEAST OVj ERTOWN/PARK r COMMUNITY REDEVELOPMENT AGENCY, a public agency end body corporate :d pursuant to Se-tion 163.356, Florida Statutes ("CRA"), and Block '!55 Owner, LLC, a la limited liabili y company ("Block 55 Owner"). This MOU amends, restates and cedes in its entirety that certain Memorandum of Understanding entered into on May 5, 2022 :en the CRA and lock 55 Residential, LP. BJECTIV.ES. Enha ce the benefits of the Block 55 Restrictive Covenani and the Block 55 )using Covenant which promoted development in line with the Property's context and promoting velopment of a qualifying Attainable Mixed -Income Housing project and an employment hub a mixed -use, walkable area by permitting the transfer of unused developmentirigh.ts, to the extent rmitted by law, of at least 578 residential units to other property located in �hc Redevelopment ILITIES AND ODLIGATIONS OF THE PARTIES. In ex6hange for mutual of Block �5 Owner and the CRA, the parties agree as follows: OF UNDERSTANDING. l . Block 55 Owne ° represents and warrants that Block 55 Owner is the beneficial owner of 100% of the excess development rights with respect to that certain pro�erty located at 249 NW 61h Street, Miami, Florida (the "Development Rights") pursuant to the reservation set rth in that certain Special. Warranty Deed recorded in Official Records Book 32702, Pa e 99 of the Public Records of Miami -Dade County, Florida. 2. Block 55 Owne shall pay to the CRA $125,000.00 as a non-refundable advance to be credited toward the CRA Proceeds (as defined below) due to the CRA; under this MOU. This non-refundable advance shall be due on or before October 31, 2022.. 3. The City of Mia�ii adopted Ordinance No. 14083 to establish an affordable housing transfer of development density program (the "Code Amendment"), which became effective as of august 7, 2022 and which also provides that a percentage of the proceeds of each transfer f excess development rights shall be contributed to the City's Affordable Housing Trust Fund or to the applicable community redevelopment agency within which an eligible selling property is located. The CRA represers and warrants that the City of Miami has designated the CRA as the recipient of the percentage of proceeds of eae transfer of the Development Rights and that such percentage of proceeds shall b a paid by Block 55 Owner to the CRA in lieu of any pdyment to the City's Affordable Housing Trust Fund. Pursuant to the Code Amendxn�nt, Block 55 Owner is eligibl to transfer up to 578 units of Development Rights. 4. The CRA, as thd City of Miami's designated recipient of the percentage of proceeds under the Code :Amendment, agrees that the percentage of proceeds to lie paid by Block 55 Owner to theCRA in connection with the transfer of Development (tights is fifteen i I PIN 10/10/22 5 Co 7. 8. a 10 11 Christine King James McQueen Board Chair Executive Director percent (15%) df the gross purchase price received by Block 55 Owner, on the sale of the first 477 units o' t of 578 total units and twenty percent (20%) of the gross purchase price received on the ale of the balance (101 units) of the 578 units, but in no event shall the gross sales price be less than Twenty Thousand and No/100 Dollars ($20,000.00) per unit. Based on 1.he existing sales contracts for the sale of 578 units, the total percentage of proceeds due! to the CRA in connection with such sales is estimated ",to be $2,476,914.00 loss any deposits made hereunder. However, the Parties `acknowledge that, at a minimum, $2,476,914.00 is the amount due and owing under this MOU without dispute and in not subject to compromise. The percentage bf proceeds due to the CRA for each transfer of Development Rights shall be deemedl earned by CRA upon the closing of each such transfers and receipt by Block 55 Owned of the sales proceeds; provided, however, except with11respect to the non- refundable advance to be paid pursuant to Section 2 above, the CRA agrees to defer the payment of all such proceeds due to the CRA (collectively, the "CRA Proceeds") until August 1, 2023.I The CRA Proceeds shall accrue interest in the amount of ten percent (10%) per annuna, compounding annually, commencing on November 1, 2022 until the date on which the CRA Proceeds are paid to the CRA; provided, however, if the CRA Proceeds are not paid in full to the CRA on August 1, 2023, then the Block 55 Developers shal� pay a penalty of $50,000.00 per month until principals interest and all accrued penalties are paid. It is understood by the Parties that the $50,600.00 in a penalty and not considered interest payment. Moreover, the 10% interest compounded annually shall continue tc accrue until all monies are paid. a each of this MOU occurs, the CRA in Its sole discretion may terminate Moreover, if a b the Agreement allowing for any Tax Increment Funding rebates. The Parties agree that there is a 15-day DEFAULT CURE PERIOD. The undersigned Michael Swerdlow, Stephen Garchik and Stephen McBride hereby join in this MOU for1purposes of jointly and severally guaranteeing Block 55 Owner's obligation to pay the CRA Proceeds and all accrued interest thereon to :the CRA. In addition to the foregoing guaranty, to secure the obligations of Block 55 Owner under this Section 5, Block 55 Owner will cause the owners of Block 55 Holdings, LLC to provide the CRA with a collateral assignment of the membership interests of Block 55 Holdings, LLC. I131ock 55 Holdings, LLC is the top-level owner of the Block 55 entities. The CRA shall have "open book" access to Block 55 Owner's books and records regarding the D velopment Rights. Subject to Bloc 55 Owner's confidentiality obligations, Block 55 Owner shall make available to the CRA copies of any and all existing sale agreements for the Development Rights within tN�o (2) business days after execution of this MOU and shall provide the CRA copies of any subsequently signed sale agreements within two (2), business days after execution �y all the parties (Purchasers and Sellers). Subject to Bloc 55 Owner's confidentiality obligations, Block 55 Owner shall make available to the I RA all closing documents within 24 hours of the closin g on the sale of any Development Rights. In the event a lawsuit is brought to enforce the terms and conditions of this MOU, the prevailing party Shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorney's fees. 10/10/22 Christine King Jamos McQueen Board Chair Execgtive Director t 12. Block 55 Owne - further waives any and all defenses (other than the defense of prior payment) it mabe lawfully entitled to raise in the event a suit is brought to enforce this Agreement. I 13. The undersign , lock 55 Owner, Michael Swerdlow, Stephen Garchik and Stephen McBride, jointl, severally and personally irrevocably authorizes the CRA and Its attorneys to app' ar in any court of competent jurisdiction and to the extent permitted by law confess a judgment without process in favor of the CRA for such amount as may be due and consent to immediate execution upon such judgment. 14. Block 55 Ownet shall be solely responsible for the payment of all brokerage fees and commissions associated with the sale of any Development Rights. 15. This understanding applies to all Development Rights to be transfoxredior sold. 16. The terms of thip MOU shall in no way otherwise affect the terms of the Block 55 Restrictive Covenant and the Block 55 Housing Covenant as set forth in this MOU. 17. In the event of qny default hereunder (after the expiration of the 15-day cure period), then in the even} that Block 55 Owner decides to sell or otherwise transfer its interest in the Block 55 Project in a transaction that would trigger payment of the lexisting one and one-half percenf (1.5%) transfer fee under the Block 55 Restrictive Covenant, Block 55 Owner shall pay; the CRA 4% of the gross sale price in lieu of such onel and one-half percent (1.5%) ansfer fee. The foregoing increase in the transfer fee is an amendment to Section 14 o the September 2, 2022 BLOCK 55 RESTRICTIVE COVENANT and is subject to the same exceptions to payment of the transfer fee as set forth in Section 14 of the Block . 5 Restrictive Covenant. 18. This MOU maybe executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same instrument. Executed counterparts transmitted by facsimile or PDF by email or other electronic means shall be binding upon the parties. [End of text; signatures on following page] 10/10/22 Christine King Board Chair I WHEREFORE, the Understanding to be APPROVED AS TO FOI LEGAL SUFFICIENCY Vincent Brow THE UNDERSIGNED H 6F JOINTLY AND SEV 14�LC,r0 PAY TfIETOT SECTION 5 OF m 4891.1720-7088, v. 11 Jamps McQueen Exec6tive Director 7 lies have caused this Amended and Restated Memorandum of executed and delivered as of the 1--,ffcctive Date. AND , Esq. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMEN"I' AGENCY, of' the City of M�ianfl, a public agency and body corporate created pursuance to Section 163,356, Florida Statutes Jaill s McQueeil Executive Director BLOCK 55 Owner, I. a Florida limited liability compa i rly By: SG Manager, LLC, a Florida limited liability company, its manager By: — Name: Title: I EBY JOIN IN AND CONSENT TOT MOUSOLEGY FOR PURPOSES ALLY GUARANTEEING THE OBLIGATIONS OF BLOCK 55 OWNEI , PERCENTAGE OF PROCEEDS DUE TO Ti-w, CRA PbRSUANT TO MICHAELSWERDLOW STEPHEN GARC141K STEPHEN MCBRII)b.' Christine King Board Chair James McQueen Executive Director WHEREFORE, the parties have caused this Amended and Restated Memorandum of Understanding to be duly executed and delivered as of the Effective Date. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: an Vincent T. Brown, Esq. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes James McQueen Executive Director BLOCK 55 Owner, LLC, a Florida limited liability company By: SG Manager, LLC, a Florida limited liability company, its manager By: 10/10/2022 Name: Stephen Garchik Title: Manager THE UNDERSIGNED HEREBY JOIN IN AND CONSENT TO THIS MOU SOLELY FOR PURPOSES OF JOINTLY AND SEVERALLY GUARANTEEING THE OBLIGATIONS OF BLOCK 55 OWNER, LLC TO PAY THE TOTAL PERCENTAGE OF PROCEEDS DUE TO THE CRA PURSUANT TO SECTION 5 OF THIS MOU. MICHAFT, SWFRDLOW STEPHEN GARCHIK STEPHEN MCBRIDE Christine King Board Chair James McQueen Executive Director WHEREFORE, the parties have caused this Amended and Restated Memorandum of Understanding to be duly executed and delivered as of the Effective Date. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 0 Vincent T. Brown, Esq. SOUTI--IEAST OVERTOWN/PARK WEST COMMUNI"I"Y REDEVELOPMENT AGENCY, ofthe City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes By: James McQt1cen Executive Director BLOCK 55 Owner, LLC, a Florida limited liability company By: SO Manager, LLC. a Florida limited liability company, its manager By: Name: Stephen Garchik Title: Manager TFIE UNDERSIGNED HEREBY JOIN IN AND CONSENT TO THIS MOU SOLELY FOR 13U RP SIES OFJOINTLY AND SEVERALLY GUARANTEEING THE OBLIGATIONS OF BLOCK 55 0 NER, LLC TO PAY THE TOTAL PERCENTAGE OF PROCEEDS DUE TO THE C A PURSUAN TO SECTION 5 OF THIS MOU. MICHAEL SWERDLOP STEPHEN GARCI-11K S'I"EPHENMVCBRIDE Christine King Board Chair �51z V1F5T CAU�lr a '4aL'o s James McQueen Executive Director WHEREFORE, the parties have caused this Amended and Restated Memorandum of Understanding to be duly executed and delivered as of the Effective Date. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Vincent T. Brown, Esq. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes James McQueen Executive Director BLOCK 55 Owner, LLC, a Florida limited liability company By: SG Manager, LLC, a Florida limited liability company, its manager Bv: Name: Stephen Garchik Title: Manager THE UNDERSIGNED HEREBY JOIN IN AND CONSENT TO THIS MOU SOLELY FOR PURPOSES OF JOINTLY AND SEVERALLY GUARANTEEING THE OBLIGATIONS OF BLOCK 55 OWNER, LLC TO PAY THE TOTAL PERCENTAGE OF PROCEEDS DUE TO THE CRA PURSUANT TO SECTION 5 OF THIS MOU. MICHAEL SWERDLOW STEPHEN GARCHD' l STEPHEN M B DE