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THE GATEHOUSE
GROUP. INC.
i,4ARC S. PLONSKIER
PRESIDENT
December 23, 2008
Mr. George Mensah
Director
Department of Community Development
City of Miami
444 SW 2"d Avenue, 2"d Floor
Miami, FL 33130
Re: Re: Madison Housing, Ltd, and Madison Housing II, Ltd.
Dear George:
Reference is made to the Letter Agreement dated August 20, 2008 regarding the
Conveyance Documents relating to tracts A, B, C and D, New Hope Overtown. As you
know, we have made a request to extend the date by which Gatehouse may terminate the
Conveyance Documents, which is currently December 28, 2008,
Alfredo Duran has advised that while staff supports this extension request, it must be
approved by the City Commission in February 2009. Accordingly, in the event the City
Commission fails to approve the extension request in February 2009, Gatehouse shall be
deemed to have terminated the Conveyance Documents by this December 23, 2008
notice.
We are hopeful that through our combined efforts, we will be able to bring this project to
fruition in 2009.
With warm wis
Sincer ,
arc S. Plon
r the holiday season, I am,
sident
Cc: Ilene Temchin, Esq.
Alfredo Duran
Terry Lovell, Esq.
Nick Inamdar
120 FORBES BOULEVARD
MANSFIELD, MA 02049
TEL •(508)•337.2525
FAX • (509)+337.2501
PEDRO G. HERNANDEZ, P.E.
CITY MANAGER
August 20, 2008
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Mr. Marc S. Plonskier
Madison Housing, Ltd. and Madison Housing II, Ltd.
c/o The Gatehouse Group, Inc.
120 Forbes Blvd.
Mansfield, MA 02048
Dear Mr. Plonskier:
P.O. BOX. 330708
MIAMI, FLORIDA 33233-0708
(305) 250-5400
FAX (305) 250-5410
This correspondence serves to clarify the City's understanding and intent regarding
various provisions of the Madison Housing and Madison Housing II conveyance and
assumption documents (collectively, the "Conveyance Documents") relating to the
properties described on Exhibit A hereto (the "Properties"). Please consider the
following:
1. The City acknowledges that the Conveyance Documents are being executed and
delivered in order to facilitate the timely financing application to Miami -Dade
County (the "Application") and that but for the Application certain issues would
have been resolved before the delivery of the Conveyance Documents.
2. The City agrees that after the delivery of the Conveyance Documents: (a)
Gatehouse will provide the City with a request to amend the Conveyance
Documents in order to facilitate the development of the Madison View Apartment
Complex (the "Amendment Request"). The Amendment Request shall be
provided to the City within 90 calendar days of the execution of the Conveyance
Documents; and (b) at such time as firm project financing from a third party
lender(s) is confirmed, Gatehouse may request, and the City will consider,
subordinating its Declaration of Restrictive Covenants to the mortgage liens of
two such senior project lenders,
3. In the event that the Amendment Request is not approved by the City, Gatehouse
shall have the option to terminate the Conveyance Documents by written notice to
the City delivered to the City on or before December 28, 2008 (provided, that it is
acknowledged that as part of the Amendment Request, Gatehouse may request
that this termination deadline be extended to February 28, 2009). In the event of
the termination of the Conveyance Documents, the Property shall be conveyed
Mr. Marc Plonskier
Madison Housing, Ltd. and Madison Housing II, Ltd.
August 20, 2008
back to the City and thereafter, neither Gatehouse, Madison Housing, Ltd.,
Madison Housing II, Ltd., nor any of their affiliates or principals (collectively, the
"Gatehouse Entities") shall have any responsibility or liability relating to
Conveyance Documents other than as provided below. Also, upon the
termination of the Conveyance Documents, the City agrees that the Gatehouse
Entities shall not be placed on the City's "default" list and the Gatehouse Entities
shall continue to be able to obtain financing from the City for other affordable
housing projects without restrictions relating to the Conveyance Documents
and/or the Madison View Apartment Complex transaction.
4. Gatehouse, on behalf of itself and Madison Housing, Ltd., Madison Housing II,
Ltd. and the other Gatehouse Entities acknowledges that: (a) the Property will be
transferred to the City in the same condition as when conveyed pursuant to the
Conveyance Documents, (b) they will indemnify the City for any actions taken
by them, or otherwise occurring, during the ownership of the Property by the
Gatehouse Entities, and (c) the City of Miami wil not be responsible for any
development costs associated with their attempt t9ld"evA the Property.
Si
Pedro G. H(�3 z, P.E.
City Manager
ACKNOWLEDGED AND AGREED:
The Gatehouse Group, Inc., a Massachusetts corporation
��_---
By: ----4�
Nikul Inamdar, Vice President
Date: zE- eocS
Approved As To Form and Correctness:
Julie 0. Bru
City Attorney
2
Mr. Marc Plonskier
Madison Housing, Ltd. and Madison Housing II, Ltd.
August 20, 2008
Exhibit A
Legal Description of the Property to be Conveyed to Madison Housing, Ltd.
Tracts B and D, New Hope Overtown, according to the Plat
thereof, as recorded in Plat Book 157, at Page 14, of the
Public Records of Miami -Dade County, Florida
Legal Description of the Property to be Conveyed to Madison Housing II, Ltd.
Tracts A and C, New Hope Overtown, according to the Plat
thereof, as recorded in Plat Book 157, at Page 14, of the
Public Records of Miami -Dade County, Florida