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HomeMy WebLinkAboutR-89-00991 J-89-17 1 /11 /89 - RESOLUTION NO. _ A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT, IN SUBSTANTIALLY HE LEASE E FORM ATTACHED, TO DEVELOPMENT AGREEMENT WITH CRUZ DEVELOPMENT AND ASSOCIATED LTD. ("DEVELOPER") FOR THE DEVELOPMENT OF BLOCK 24, ("PROJECT") IN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY _ REDEVELOPMENT AREA, TO COMPLY WITH MODIFICATIONS REQUIRED BY THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, — IN ORDER TO SECURE THE FINANCING OF THE PROJECT. WHEREAS, the City Commission by Resolution No. 82-755 on July 29, 1982, approved in principle the Southeast Overtown/Park West Redevelopment Plan; and WHEREAS, the City Commission by Resolution No. 84-893 on July 31, 1984, authorized the City Manager to issue a Request for Unified Development Project Proposals Document for Phase I of the Southeast Overtown/Park West Redevelopment Project; and WHEREAS, proposals were received by the City and evaluated by a Certified Public Accounting firm and by a Selection Review Committee appointed by the City Commission; and WHEREAS, the City Manager considered the findings of the Certified Public Accounting firm and the evaluations of the Selection Review Committee and recommended certain development entities and proposals for acceptance for the Phase I development blocks; and WHEREAS, the City Commission by Resolution No. 85-393 on April ll, 1985, approved the City Manager's recommendation of Cruz Development and Associates, Ltd., a limited partnership, (Developer) as the development entity to develop Blocks No. 24, No. 25 and No. 36 of the Phase I Redevelopment Area in accordance with the development compliance with the Unified Development proposal submitted and in Project procedures as set forth in the City of Miami Charter, Section 53(c); and WHEREAS, Resolution No. 85-393 further directed the City Manager �. to negotiate a Land Disposition (Lease and Development) Agreement with the Developer and present the negotiated agreement to the City Commission for approval; and CITY COMMISSIOXi . MEETING OF F ��, yr F117" .., R� lJAN 2 i s 7 T RESOLUTION U 0 J 19 L, at h 0 a s ,x REMARKS: SMz �� s WHEREAS, the City Commission by Resolution No. 87-141 on February 12, 1987 authorized the City Manager to execute the negotiated Lease and Development Agreement ("Lease") with the Developer; and WHEREAS, the Developer and the City of Miami entered into the Lease on June 14, 1988; and WHEREAS, Exhibit L of said Lease establishes the terms and conditions by which the U.S. Department of Housing and Urban Development (HUD) will provide coinsurance to the Developer; and WHEREAS, subsequent to the execution of the Lease, HUD imposed additional conditions related to the financing of the Project; and WHEREAS, for the City to lend its continued support, the Lease must be amended to comply with said conditions; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an amendment, in substantially the form attached, to the Lease and Development Agreement with Cruz Development and Associated Ltd., for the development of Block 24, in the Southeast Overtown/Park West Community Redevelopment Area, to comply with modifications required by the U.S. Department of Housing and Urban Development, in order to secure the financing of the project. Section 2. This Resolution shall become effective immediately upon its adoption pursuant to law. PASSED AND ADOPTED this 26th day January , 1989. VIER L. SUARE MAYOR ATTES MATTY HIRAI, CITY CLERK AMENDMENT NO. i LEASE AND DEVELOPMENT AGREEMENT THIS AMENDMENT OF LEASE AND DEVELOPMENT AGREEMENT (the "Amendment"), is made this q*day of dr-�J 1989, and is between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Cruz Development and Associates, Ltd., "Developer"). a Florida RECITALS limited partnership (the WHEREAS, the parties entered into a Lease and Development Agreement dated June 14, 1988 (the "Lease"); and WHEREAS, the United States Department of Housing and Urban Development ("HUD") has required that Section 7 of Exhibit L to the Lease be amended, as a condition to HUD insuring a leasehold mortgage to be granted by the Developer in favor of Florida National Bank, as Trustee; and WHEREAS, the parties have agreed to amend the Lease as set forth below to comply with HUD's request; and WHEREAS, the parties agreed that changes to the Agreement would be mutually agreed upon and incorporated in writing. TERMS NOW THEREFORE, the parties agree as follows: 1. The last sentence of Section 7 of Exhibit L to the Lease is deleted and the following language is added: "Upon executing a new lease, the Mortgagee or Commissioner shall pay to the Landlord any - unpaid ground rentals that would have become due under this Lease from the date of default under this Lease to the date of execution of the new lease, including any taxes which were liens on demised premises and which were paid by Landlord, less any net rentals or other income which Landlord may have received on account of this property since the date of default under the lease. It is expressly agreed that deferred ground rentals (plus accrued interest) which were due before the date of default under this Lease will not be paid by Mortgagee or Commissioner' upon execution of a new lease except to the extent that payment amounts are available from surplus cash (as defined in the Regulatory Agreement)." 2. IT IS FURTHER UNDERSTOOD THAT ALL CONDITIONS OUTLINED UNDER THE LEASE ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT_ WITHOUT MODIFICATION, EXCEPT TO THE EXTENT MODIFIED HEREIN.` 1 Y�y EMSEEN a municipal the State .fit M MFfrTY HIRAI %;bbftx no VUL City Clerk City Manager CRUZ DEVELOPMENT AND LTD. Sys Cruz Development Corp./Mimmr Inc., General Partner By: Pre ent APPROVED AS TO INSURANCE -APPROVE AS TO FORM AND REOUIREMENTS: CORRECTNESS: INSURANCE MANAGER �04 70GE . FE ANDEZ City Attorn y AW16 &!, VV&, aV 41N, lM qlx V6 �4,AI X _V3 n ... .. .... . 6041 NW ���u a'= i � - fi 73 k44 �!. R, t�tifii/ptt� Lease ndum Notwithstanding any other provisions Of this Lease, if and *0 J Yung as this; leasehold is subject to a mortgage insured, reinsured, or held by the Federal Housing Commissioner or given to the commissioner in connection with a resale, or the demised premises are acquired and held by him because Of a default under said mortgage: 1. The Tenant is authorized to obtain a loan, the repayment of which is to be insured by the Federal Housing commissioner and secured by a mortgage on this leasehold estate. Tenant is further authorized to execute a mortgage on this leasehold and otherwise to comply with the requirements of the Federal Housing commissioner for obtaining such an insured mortgage loan. 2. If approved by the Federal Housing Commissioner, Tenant may assign, transfer or sell his interest in the demised premises. Such approval may not be unreasonably delayed or withheld. 3. (a) insurance policies shall be in an amount, and in such company or companies and in such form, and against such risks and hazards, as shall be approved by such Mortgagee and/or the Federal Housing commissioner. (b) The Landlord shall not take out separate insurance concurrent in form or contributing in the event of 10so with that specifically required to be furnished by the Tenant to The Landlord may at its own expense, 16118 NO& gages. - however, take out separate insurance which is not concurrent in form or not contributing in the event of loss with that specifically required to be furnished by the Tenant. 4. (a) if , all or any part of the demised premises shall be taken by condemnation that portion of any award attributable to the improvements or damage to the improvements shall be paid to the Mortgagee or otherwise disposed of as may be provided in the insured mortgage. Any portion of the award attributable solely to the taking of land shall be paid to the Landlord. (b) In the event of a negotiated sale of all or a portion of demised premises in lieu of condemnation, the proceed8 shall be distributed and ground rents reduced as provided in cases of condemnation, but the approval of the Commissioner and the Mortgagee shall be required as to the amount, and division of the payment to be received. Such approval shall EXHIBIT L PAGE 1 OF 3 H-9 41 440 ;eY V4,4Z, All T'. not be unreasonably delayed or withheld. 5. The Landlord agrees that, within ten (10) days after receipt of written request from Tenant, it will join in any and all applications for permits, licenses or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work which the Tenant may do hereunder, and will also join in any grants for easements for electric, telephone, gas, water, sewer and such other public utilities and facilities as may be reasonably necessary in the operation of the demised premises or of any improvements that may be erected thereon. 6. Nothing• in this Lease contained shall require the Tenant to pay any franchise, 'estate, inheritance, succession, capital levy or transfer tax of the Landlord, or any income, excess profits or revenue tax, or any other tax, assessment, charge or levy upon the rent payable by the Tenant under this Lease. 7. Upon any default under this Lease which authorizes the cancellation thereof by the Landlord, Landlord shall give notice to the Mortgagee and the Federal Housing Commissioner, and the Mortgagee and the Federal Housing Commissioner, their successors and assigns, shall have the right within any time within six (6) months from the date of such notice to correct the default and reinstate the Lease unless Landlord has first terminated the Lease as provided herein. At any time after two (2) months from the date a notice of default is given to the Mortgagee and the Commissioner, the Landlord may elect to terminate the Lease and acquire possession of the demised premises. Upon acquiring possession of the demised premises Landlord shall notify Commissioner and Mortgagee. Mortgagee and Commissioner shall have six (6) months from the date of such notice of acquisition to elect to take a new lease on the demised premises. Such new lease shall have a term equal to the unexpired portion of the term of this Lease and shall be on the same terms and conditions as contained in this Lease, except that the Mortgagee's and Commissioner's liability for ground rent shall not extend beyond their occupancy under such lease. The Landlord shall tender such new lease to the Mortgagee or Commissioner within thirty (30) days after a request- for such lease and shall deliver possession of the demised premises immediately upon execution of the new lease. Upon executing a new lease the Mortgagee or Commissioner shall pay to Landlord any unpaid ground rentals due or that would have become due under this Lease to the date of the execution of the new lease, including any taxes which were liens on demised premises and which were paid by EXHIBIT L PAGE 2 OF 3 i f4,[ .,fir ---___ - _. __. -. x+'+ y Ty p '.: ",. " -".,.. I '��. ',%�s"*��.- .' . ,�I-�1.�,'- :�,� -� �:"'.� �.,1,�'I�I.': .,''­-�,�,;..,,.�"�. ,! :",--" " ""�-, �I1,', -",It���"",'�*,�',,,. .�"', 'P�-:I,I :...-'- ,:�.��,- -.� .-, � . ''-.II�'' ,".� �:I --- ,,-�.�I , l.I ,�..'- .', - :�i -�i, ' I-- , 1-�, .1,�I1':- ����-��r , "� ��1, ',0., �- �-I. � , � �t .�,I- - "-,�, �.-I1 .� I.I,��1.�.I 1, �, ,,,,"--:.. �,*,� -'�'1'�tI� ",--�R;�'- ..', "-I' -. -� :I '�� -I� . �, I, :,-s�1"I �,I', , -:", '.J.,-,.-,;, I,,:� �-�-,, .IeI"I, �,,i* �I-. ,, . . ,,",��:, .I -4. ,- '"":",,;.-' ,. .'"1'".:-:",� -, . ��,� I ,-', �-.�,�,�- .;.---,�1'�I.1 ,., �,,�.,;..�:i' -�., '"�.--. l:".�."�..I �I� --:�.� It-, . �...I � -'::-..'I:;�:,.,�,�'%-.�- �;1,'1I',�".�:.I..-- - :'1�','-,' I'..1'4.I,.'�,-bI'L-,-,," , ..;,.- .��, .,--.:, �, -' -., . "-- '--., .1, ..,.I,-- , :;., I'" : ' .,��I�, -�-- %--� �:--;;, :�: . I1I -,, -'I.�-� -. z.,-'� -�� I , , it 7 k1. ' t � S F. S a akF 44, _ L 3 t b" I . . : , Landlord, leafs any not rentals or other income whteh beildiord may have received on account of this property @into 6 tha data of deieuit unde _'. -;. fi'- g. All notices, demands and requests which are required to be VW _ given by the Landlord, the Tenant, the Mortgagee or the _ Commissioner shell be in writing and shall be sent by . ,; registered or certified mail, postage prepaid, and addres�sefl ' to the address of the party as given in this instrutnant unless a request for a change in this address has been ssht fito the party giving the notice by registered or certified mail prior to the time when such notice is given. 9. This Lease shall not be modified without the consent of the Federal Housing Commissioner, which consent shall not be unreasonably delayed or withheld. 1��rus�fxhiblti.doc . .-:'4 - ' .' 1h ", 1{ S t . - ,. .. .: 4 � C Zt' f R - E , 3 t 1 T �' e i 3 tX ,} E 9 4;' _ a yt.'r t} E a q+ a..X )hr. -- I a 4 g S 7 •T t C 3 1 7 r �,! 7++r '• , ._i Y ,i Sh t . "" i7'+k�r' "n . .' Y.^ x '�� Py 4 t x , '4ri "sit ` r t ' ' "Yh�h Yt - IZ3::F Pt '. t ;' ' a �'4s a �(3` S k� F,E i� � b ; } A r J k t' ' t Y ;. i'W y.�$ aS'ky}r' hEt ? {` f S a" i• �' f 't. i. r - t F r R. "g at 3't , t r. 1 :! - a § ttit 'Lr� Ft 3ti:r.`E4c,.i' n)2 " 3j' T .: �r sJ V; *5t i r a �A s. , ty.� {, a y3or�k . r ,: Jf,� y ,, 11 > t+ 7 6` s tR x it �j��. c trt$'" r ¥ A. , 7 sY3i1 -.I r a` s r. EXHIBIT L. ¢� „ v i` k" dw PAGE 3 OF 3 { � 1 ". . yr l` tf Fs A," �'4H.Y.+tat ,} ,uy :{ `iwJ f ty` -0 j . S: iy- $''- Jy -T f t� u-:—'S '7{`s&af�t��+j . i t »ta h S ? t"i Vt 1 •E e' -- T x % iti� 7" ,r t`t ''i. i 9 `# i1e -+-W"- ''t�9 ti> J k . ' 1 ¢ x > S' s' ct: a �I O J i� zi;d A�; .. 'n3�q t # i u' - { s d< { tf t) i,j;i• } t I 3k'` f a a 3s rY` a g ;i•`t�"�e ` feiR4 +�d z' -.���� , ,�-'" :'-", ,-,-I�.."',--'�,'�-,.. .t"� ',��I':�-—1�11 "--..'��� 16""I -,�*', -�I ,' � �."�I"- �1',, "::-Iq. - -��-I�'�v.-�,,��I .,�;;,��. . ,� '', '1� ,� ! ,"��t E .i r f ? ). t 4 k. ,� 'ey r"t t�` a a a tw'' r ft' r° +�7." Pi �'',J it l "i � rt �. t+�' F�k j',tr 1"`��r`52 ,� at .?sxy' ��`2'yxf J' �F� ' +, ��- i - �,a$ {4 F�y'`�"�ywt tK: )�'"' w r H k ; d 4 t a �4 tt .y td ,* > f+ +;+ f t ui1 ` •>> 3': x. E r to at i� 5, t >' v 7 i7 a r. a -� at nrK Y F tk "f i' l K , �- ; 4' '3,, k j it._ I ) { r 7 h E rrt fr sly., n R.�C s'grr*e Sqk }J,�Y,,.s.�''47 tY^)F ,; :ci�3J �` t� r"P , F, h r ! >t t z !✓ x }.ki ":zttd, E S '�,la. r ? }l� t+°+9' 3 .�'1 e - d.- y+„r , r�L.b s d'-.. r f,. ri'ti r..i + t. ♦.- � its' _F. .S a. �:�� ,.�" i n ,.,t7.,t ut*L � f i iK ' t z - ' ���� .i ., f r w E .2 a 9f o tX �" r A m ^' 1, � ...? '$h jai l'.t :r. t z� . CITY OF MIAMI, FLORIDA . INTER -OFFICE MEMORANDUM k Xt, c 4 rz' r tsfi= 1. j TO Honorable Mayor and Members DATE: January 12, 1989 4} of the City Commission Amendment of Lease and SUBJECT ` Development Agreement Cruz Development & Assoc. h i S.E. Overtown/Park West FROM : Cesar H. Odio REFERENCES : Jan. 26 City Commission City Manager Meeting Agenda ENCLOSURES: Rec:omendat ion , It. is respectfully recommended that -the City Commission adopt .the ti attached resolution authorizing the City Manager to L execute {an 3 amendment, in a form acceptable toL the City Attorney, to the •,; Lease and Development Agreement with Cruz Development and Associates. -Ltd. y; for the development of Block 24, in the Southeast overtown%Park. West Community Redevelopment Area, to comply with modifications Department of Housing and Urban Development, in required by the U.S. order to secure the financing of the Project. BACKGROUND: r The Department of Development respectfully recommends that the City ;� Commission adopt the attached resolution authorizing the City Manager to execute an amendment, in a form acceptable to the City. >� Attorney, to the Lease and Development (land disposition) Agreement _ with Cruz Development and Associates Ltd. for the development `of Block 24, in the Southeast Overtown/Park West Community Redevelopment Area to comply with modifications required by the U.S. Department of Housing and Urban Development, in order to secure tl�e n financing of the Project T - a Subsequent to the execution of the Lease and Development Agreement ("Lease") between the City and Cruz Development and Associates,Ltd , ;, ("Cruz") the U.S. Department of Housing and Urban Development ("HUD"), which is providing Coinsurance to the Developer, iiapos$d �'y additional conditions related to the financing of the Development," ah The required modifications, which were provided. by IUD arii approximately December 27, 1989, establishes that, in the: ent JI�T4} r� AUD or the Mortgagee assume Cruz's obligations under the. I+'evea�l+euVk#+ result of Cruz's default) payment of the deferred.,ground r�1u (plus accrued interest) which. were due befor e`.'the date under the Lease will not .be paid by the, Mortgagee.ul ex0o4 a new Lease, except to . the extent that the "payPe>nt > ! k � aYailable from surplus cash, y'r�- J si 4K '�x�`? tbf �lc x^ t! a t' i' ''��• `• � — + ei'+It` , s xt;nt�tr r F "S1'°f^`�"ti ag3 .;f�,,,4g, *ti.y,)a,s 4„z£ �! ` P xI.` l K - tts. y �,Y ' w r ?F=-t? # r " l i#'ieE .r k tt 44�T` rk 3-1 l� �*X S. :r 2. y } } � - � -, 1� 1 �' �ia��H,. '�{ ��if •1 It l"� -- �'1 'pa'k'i x'Iizr .nQ� S3, Rl, fy"�EN�✓. Yv �, 4E•y ' R e1�'-'ri� , Morlorable Mayor and Fa °� Members of the, City-Commiaeion` Page two zt �y,tr�r on December 27 and 28, 1988 Cruz closed in escrow on . $280 "ini� .ion in 'Dade ''County Housing Finance, Authority, Bonds., The Dade „County t, . _ Surtax Loan for $1,515,000 is anticipated to close in n escrow, o January23, 1989. In order to close on the HUD Coinsurance,, anci tiecure final financing for the project, the Lease between the City and Cruz must contain the additional conditions required. by HUD. Closing' with HUD is tentatively scheduled -for the week of January 30, 1989 and it is therefore requested that the.proposed„amendment to the Leaseand Development -,;Agreement with, Cruz Developmen���and� Associates, Ltd., be approved at the .City'`Commission Meting o�<� January.. 26; 1989.. a Attachment -Resolution 4 y AMENDMENT NO. 1 Wad Ammm" LEASE AND DEVELOPMENT AGREEMENT THIS AMENDMENT OF LEASE AND DEVELOPMENT AGREEMENT (the "Amendment"), is made this day of , 1989, and is between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Crux Development and Associates, Ltd., a Florida limited partnership (the "Developer"). RECITALS WHEREAS, the parties entered into a Lease and Development Agreement dated June 14, 1988 (the "Lease"); and WHEREAS, the United States Department of Housing and Urban Development ("HUD") has required that Section 7 of Exhibit L to e the Lease be amended, as a condition to HUD insuring a leasehold mortgage to be granted by the Developer in favor of Florida National Bank, as Trustee; and WHEREAS, the parties have agreed to amend the Lease as set forth below to comply with HUD's request; and WHEREAS, the parties agreed that changes to the Agreement r a would be mutually agreed upon and incorporated in writing. TERMS NOW THEREFORE, the parties agree as follows: 1. The last sentence of Section 7 of Exhibit L to the Lease is deleted and the following language is added: "Upon executing a new lease, the Mortgagee or Commissioner shall pay to the Landlord any unpaid ground rentals that would have become _ due under this Lease from the date of default e under this Lease to the date of execution of the new lease, including any taxes which were liens on demised premises and which were paid by Landlord, less any net rentals or other income which Landlord may, have received on y account of this property since the date of `. default under the lease. It is expressly 4 agreed that deferred ground rentals (plus accrued interest) which were due before the date of default under this Lease will not be ' paid by Mortgagee or Commissioner upon execution of a new lease except to the extent - that payment amounts are available from r wflx surplus cash (as defined in the Regulatory Agreement) ." x 2. IT 'IS FURTHER UNDERSTOOD THAT ALL CONDITIONS OUTLINED - UNDER THE LEASE ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT,- F fay � WITHOUT MODIFICATION, EXCEPT TO THE EXTENT MODIFIED HEREIN. t�1 �.�ddEif F 77777 i. - �f3... CITY or MIAMI, a thunieipai F eorporation of the Atate of 3 f Y ,1 t.: y:,_ CESAR ODI® TTY HIRAI City Manager F City . C1 a rk�'� i-{ x W/ 7 $s CAUZ DEVELOPMENT AND A88OCIMS t LTD. By: Cruz Development Corp./Miami. ' Inc., General Partner By: Pres Kbnt SdromA/ APPROVED AS TO INSURANCE APPROVE AS TO FORM AND REQUIREMENTS: CORRECTNESS: t INSURANCE MANAGER JORGE L. FERNANDEZ City Attorney • . e. :� �' n �!3 '1 V r,..- t.r �,• } � k�'� ! r 1fiitt� �,aJ Wl � r� t. t few Y} �"•w'+.sC jnJ:XF t i�kSY " • t T ..: t ' , air ;iT' ,.f�'�ug"�A�� ��''��3;� � w y�, ,+a g--'�,`"" f� •,a+,..•:�6& t .rr' `ru" 4si` =ii' Sr a.:� - 10, -n}srn iL ���Ze� _� 14iM1-t �'i � y�t��dA eyh•�yV�fl;#'� . 7r �k���."`�y � } r r ��,r 1-e>'��A.� fig. • ? ` r� f + � .t�te ,�,- t ;e } r a � r•� r j �uw ���y� 'vlr Y ✓p' Sdi±"fi _ r � � t f S � i.r s x$ �h "1a� { 3 3 •£ i ��' 1 ti Try d 4v � a . '� ,� C d z � f k , ���' i �C�1,��F�x�'�cAx t,r �'af � T ^•n '� s�. . L24x w av i � 7. 5, � r a: t � •�'y 1 -a te; �t '3:u xt N.r ; ��� � .Y i r ,s n r13.� t r yds. :4 s.t fi ,, r r5- •1`"ty r y: 2 'Sr (+ Y-rB?vx?i ; „"�+1 C`�j,_yi yil3'+l,�J- '£, _ 5f i' it _- 4 .f �, 'tr} p Sri 3'i-.•+.'S ? y z' �-' ax+`t f �"Y y .. fitt�,r-s'�1'+ st^� 2r rd rr - ag� �•"-•r y C :5 w VF .. S t;}�"en.,E,£t z} .};t i F .' eu3� "'E +r.�'kl 1 trq'. ,{ ..�ygT"ir •{ h �aY:���y" �.;`.. "1 ._. a,. .. _ �{ r•t -}N: ..,f t �k.� rS ,-.-, � c. ..!+_". _ . ... iF.x�t. Sdi.. l_+r:�u.,,. ii..�.'�:'a. a[• h•t. Ee.»e k.1 _. — v L�l(CVI�f��i ._ Rc1OV:iV.1 X�C/� WHEREAS# Grua Development and Associates, Ltd. a Florida Limited partnership desires to enter into Amendment #1 to the Lease and Development Agreement dated June 15, 1988, with the City of Miami; and of crue wdrjp,►*Af Grp• j Miathi •rno.