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Home My WebLink AboutCRA-R-24-0011 Exhibit BExhibit "B" Christine King Board Chair James McQueen Executive Director Amended and Restated Memorandum of Understandin4 This Amended and Restated Memorandum of Understanding (this "MOU") is entered into on October 10 , 2022 ("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 entiret' that certain Memorandum of Understanding entered into on May 5, 2022 between the CRA and block 55 Residential, LP. 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, walkab area by permitting the transfer of unused development rights, to the extent permitted by law, of at least 578 residential units to other property 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 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 Miami 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 Hou ing Trust Fund or to the applicable community redevelopment agency within which an eligible selling property is located. The CRA represents and warrants that the City of iami has designated the CRA as the recipient of the percentage of proceeds of eac transfer of the Development Rights and that such percentage of proceeds shall be paid by Block 55 Owner to the CRA in lieu of any payment to the City's Affordabe Housing Trust Fund. Pursuant to the Code Amendment, Block 55 Owner is eligibleto transfer up to 578 units of Development Rights. 4. The CRA, as th4 City of Miami's designated recipient of the percentage of proceeds under the Code Amendment, agrees that the percentage of proceeds to be paid by Block 55 Owner to the CRA in connection with the transfer of Development Rights is fifteen .fit � rJ1 10/10/22 Christine King Board Chair James McQueen Executive Director percent (15%) of the gross purchase price received by Block 55 Owner on the sale of the first 477 units obit of 578 total units and twenty percent (20%) of the gross purchase price received on the Irsale 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 the 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 less 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. 5. The percentage bf proceeds due to the CRA for each transfer of Development Rights shall be deemed earned by CRA upon the closing of each such transfer and receipt by Block 55 Owner of the sales proceeds; provided, however, except with respect to the non- refundable advance to be paid pursuant to Section 2 above, the CRA agrees to defer the payment of all sLch proceeds due to the CRA (collectively, the "CRA Proceeds") until August 1, 2023.1 The CRA Proceeds shall accrue interest in the amount of ten percent (10%) per annum, 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 no paid in full to the CRA on August 1, 2023, then the Block 55 Developers shalt 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 in a penalty and not considered interest payment. Moreover, the 10% interest compounded annually shall continue td accrue until all monies are paid. 6. Moreover, if a beach of this MOU occurs, the CRA in Its sole discretion may terminate the Agreement allowing for any Tax Increment Funding rebates. 7. The Parties agree that there is a 15-day DEFAULT CURE PERIOD. 8. 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, 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 ave "open book" access to Block 55 Owner's books and records regarding the Development Rights. 9. Subject to Bloc155 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 y all the parties (Purchasers and Sellers). 10. Subject to Bloch 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. 11. 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. fri .mot /9/1 tZ 10/10/22 Christine King Board Chair James McQueen Executive Director 12. Block 55 Owner further waives any and all defenses (other than the defense of prior payment) it may, be lawfully entitled to raise in the event a suit is brought to enforce this Agreement. 13. The undersign 1 lock 55 Owner, Michael Swerdlow, Stephen Garchik and Stephen McBride, jointly, severally and personally irrevocably authorizes the CRA and Its attorneys to appear 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 transferred or sold. 16. The terms of this 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 any default hereunder (after the expiration of the 15-day cure period), then in the event that Block 55 Owner decides to sell or otherwise transfer its interest in the Block 55 Preject in a transaction that would trigger payment of the existing one and one-half percent (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 one 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 65 Restrictive Covenant. 18. This MOU may be 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] _AAA 146; 10/10/22 /0.& 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. 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 Bv: 1 J Jambs 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 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 S,FCTION 5 OF THIS MOU. MICHAEL SWERDLOW STEPHEN GARCHIK STEPHEN MCBRIDE 4891-1720-7088, v 11 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. 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: ` 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. MICHAEL SWERDLOW , 4 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: By: 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 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: Stephen Garch ik Title: Manager THE UNDERSIGNED HEREBY JOIN IN AND CONSENT TO THIS MOU SOLELY FOR PURP SES OF JOINTLY AND SEVERALLY GUARANTEEING THE OBLIGATIONS OF BLOCK 55 O NER, LLC TO PAY THE TOTAL PERCENTAGE OF PROCEEDS DUE TO THE C"A PURSUAN TO SECTION 5 OF THIS MOU. MICHAEL SWERDLO 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: By: 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 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: 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 S 1'EPHEN GARCHIK