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HomeMy WebLinkAboutCRA-R-24-0011 Exhibit AChristine King Board Chair James McQueen Executive Director 2n`' Amended and Restated Memorandum of Understanding This 2' Amended and Restated Memorandum of Understanding (this "MOU") is entered into on ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), and Block 55 Owner, LLC, a Florida limited liability company ("Block 55 Owner"). This MOU amends, restates and supersedes in its entirety that certain Memorandum of Understanding entered into on May 5, 2022, and that certain Amended and Restated Memorandum of Understanding dated October 10, 2022, between the CRA and Block 55 Owner. OBJECTIVES. Enhance the benefits of the Block 55 Restrictive Covenant and the Block 55 Housing Covenant which promoted development in line with the Property's context and promoting development of a qualifying Attainable Mixed -Income Housing project and an employment hub in a mixed -use, walkable area by permitting the transfer of unused development rights, to the extent permitted by law, of at least 578 residential units to other properties located in the Redevelopment Area. RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES. In exchange for mutual consideration of Block 55 Owner and the CRA, the parties agree as follows: TERMS OF UNDERSTANDING. 1. Block 55 Owner represents and warrants that Block 55 Owner is the beneficial owner of 100% of the excess development rights with respect to that certain property located at 249 NW 6th Street, Miami, Florida (the "Development Rights") pursuant to the reservation set forth in that certain Special Warranty Deed recorded in Official Records Book 32702, Page 99 of the Public Records of Miami -Dade County, Florida. 2. Block 55 acknowledges that it owes and the CRA is entitled to $2,476, 914.00 from the sale of the excess density of the Block 55-Sawyer's Walk project; 3. The CRA acknowledges and confirms receipt of $125,000.00 made on October 15, 2022, which has been applied towards such amount, and the remaining balance is $2,351,914.00. 4. The CRA agrees to defer the payment of all such proceeds due to the CRA (collectively, the "CRA Proceeds") on August 1, 2023, until December 31, 2025. The CRA Proceeds shall accrue interest in the amount of two percent (2%) per annum, compounding annually, commencing on August 31, 2023, until the date on which the CRA Proceeds are paid to the CRA, which interest shall be paid on December 31, 2025; provided, however, if the CRA Proceeds are not paid in full to the CRA on December 31, 2025, then Block 55 Owner shall pay a penalty of $50,000.00 per month until principal, interest and all accrued penalties are paid. It is understood by the Parties that the $50,000.00 is a penalty and not considered interest payment. Moreover, the 2% interest compounded annually shall continue to accrue until all monies are paid. 5. On or before, December 31, 2025, Block 55 shall pay $100,000.00 as consideration for this amendment. 6. The Parties agree that there is no DEFAULT CURE PERIOD. 7. The undersigned Michael Swerdlow, Stephen Garchik and Stephen McBride hereby join in this MOU for purposes 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, Christine King Board Chair James McQueen Executive Director 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. Block 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 Development Rights. 8. Subject to Block 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 two (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 by all the parties (Purchasers and Sellers). 9. Subject to Block 55 Owner's confidentiality obligations, Block 55 Owner shall make available to the CRA all closing documents within 24 hours of the closing on the sale of any Development Rights. 10. In the event it is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including reasonable attorney's fees. 11. Block 55 Owner shall be solely responsible for the payment of all brokerage fees and commissions associated with the sale of any Development Rights. 12. This understanding applies to all Development Rights to be transferred or sold. 13. The terms of this MOU shall in no way affect the terms of the Block 55 Covenant and the Block 55 Housing Covenant. [End of text; signatures on following page] 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: By: Vincent T. Brown, Esq. Staff Counsel 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 By: 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: Name: Title: THE UNDERSIGNED HEREBY JOIN IN AND CONSENT TO THIS MOU SOLELY FOR PURPOSES or 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 GARCHIK STEPHEN MCBRIDE 4863-5558-1598, v. 2