HomeMy WebLinkAboutPre-AmendmentAMENDMENT NO. ] TO THE AGREEMENT
J3ETW EN
THE
CITY OF MIAMI
AND
FLAGLER FIRST CONDOMINIUMS, L.L.C.
Thls Amendment is entered into this day of , 2005
(the "Amendment") by and between the City of Miami, a municipal corporation of the State of
Florida (the "City") and Flagler First Condominiums, L.L,C., a Florida limited liability
company, having its offices at 48 East Flagler Street, Penthouse-5, Miami, Florida 33131
("FPC"), joined by Old Centrust Building Partnership, a Florida general partnership, for the
purpose of modifying that certain Agreement between the City and FFC dated
(the "Agreement").
WHEREAS, on December 23, 2002, the City and FFC entered into the Agreement
relating to the redevelopment of en affordable housing condominium project, known as Flagler
First Condominium, located at 101 East Flagler Street, Miami, Florida, to consist of no less than
ninety (90) affordable residential condominium units and approximately 7,000 square feet of
retail space (the "Project"); and
WHEREAS, in accordance with the Agreement, FFC is required to obtain the Project
certificates of occupancy and sell eighty-one (81) of the Project's residential condominium units
by June 23, 2005; and
WHEREAS, FFC has experienced delays beyond its reasonable control in conducting
structural testing as required by the City (including complete asbestos abatement), in vacating
tenants, and in bringing the building's premises to current hurricane/wind Toad and fire code
requirements, which has resulted in a delay in the completion of the plans not initially
contemplated; and
WHEREAS, for the aforesaid reasons FFC has requested an extension until December
23, 2006 for the receipt of Project certificates of occupancy and the sale of eighty-one (81) of the
Project's residential condominium units; and
WHEREAS, on June 9, 2005, the City of Miami City Commission approved the
extension of time until December 23, 2006 requested by FFC; and
WHEREAS, the City and FFC desire and agree to amend the Agreement as hereinafter
provided;
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NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the City and FFC agree as follows:
1, Each and every of the above recitals is true and correct.
2, FFC acknowledges that the outstanding principal balance on the Grant is
3, The Grant Documents are hereinafter amended to provide that FFC shall complete
the following no later than December 23, 2006, subject to the provisions of paragraph 4 below:
(a) obtain ail required certificates of occupancy and/or certificates of completion (as appropriate)
for the Project, (b) sell no less than eighty-one (81) of the residential condominiums in the
Project in accordance with the requirements of Section 2502 of the Zoning Ordinance of the City
of Miami, Florida, provided that the unsold units as of May 26, 2005 (listed on Exhibit "13"
attached) will not be priced in excess of two hundred thousand dollars ($200,000).
4. The extension of lime provided in paragraph 3 above is conditioned upon FFC
providing the following documents to the City no later than August 15, 2005:
a) Copy of approved construction building permit;
b) Copy of fully executed contract with general contractor; And
c) Copy of fully executed construction Joan agreement evidencing adequate funds to
complete the project in accordance with the budget attached hereto as Exhibit "A" ,
Failure to provide any of the above -described documents to the City on or before August 15,
2005 shall be deemed an Event of Default with no right to cure, In such event, this Agreement
shall be deemed automatically terminated effective August 15, 2005, and FFC shall repay to the
City the full amount of Funds disbursed to FFC pursuant to this Agreement.
5. FFC represents, warrants and confirms to the City that: (i) the Agreement as modified
hereby is a valid obligation of FFC enforceable in accordance with its terms and is binding upon
FFC, and its successors, assigns and administrators without any claim, defense of off -set or other
sum due, pending or existing; (ii) all of the terms, covenants, conditions, representations,
warranties and agreements contained in the Mortgage are hereby ratified and confirmed in all
respects; (iii) certain obligations imposed on FFC under the Grant Documents shall continue to
be secured by the Mortgage without novation or interruption; and (iv) the Mortgage is a valid
obligation of Old Centrust Building Partnership enforceable in accordance with its terms and
binding upon Old Centrust Building Partnership, and its successors, assigns and administrators
without any claim, defense of off -set or other sum due, pending or existing,
6. Except as modified herein, all terms and conditions of the Grant Documents shall
remain in fu11 force and effect.
7. If any provision of this Amendment conflicts with any applicable law or regulation,
only the conflicting provision shall be deemed by the parties hereto to be modified, or to be
deleted if modification is inappropriate, to cause the provision to be consistent with the law or
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regulation. However, the obligations under this Amendment shall continue and all other
provisions of this Amendment shall remain in flail force and effect.
8, This Amendment shall be construed, interpreted, enforced and governed by and in
accordance with the laws of the State of Florida.
9. This Amendment sets forth the entire agreement between the parties and supersedes all
prior and contemporaneous negotiations, understandings and agreements, written or oral between
the parties relating to the subject matter herein.
10. All capitalized terms used but not defined herein shall have their respective meanings
set forth in the Loan ]documents.
11. Waiver of Jury Trial. Neither FFC, nor any assignee, successor, heir or personal
representative of FFC, nor any other person or entity, shall seek a jury trial in any lawsuit,
proceeding, counterclaim or any other litigation procedure based upon or arising out of any of
the Grant Documents and/or this Amendment, or the dealings or the relationship between o:r
among such persons or entities, or any of them. Neither FFC, nor any other person or entity will
seek to consolidate any such action in which a jury trial has been waived with any other action.
The provisions of this paragraph have been fully discussed by the parties hereto, end the
provisions hereof shall be subject to no exceptions. No party to this Amendment has in any
manner agreed with or represented to any other party that the provisions of this paragraph will
not be fully enforced in all instances,
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No, 1 to
the Agreement on the day and year first above written,
ATTEST:
Corporate Secretary
Flagler First Condominiums, L.L.C.,
a Florida limited liability company
By: Old Centrust Building Partnership, a
Florida general partnership, Sole
Member
By:
Sergio Rok, Managing Partner
ATTEST; City of Miami, a municipal corporation
of the State of Florida
Priscilla A. Thompson
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Jorge L. Fernandez
City Attorney
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By:
Joe Arriola
City Manager
srr
Old Centrust Building Partnership, a Florida general partnership, joins in tho execution of
this Amendment as the owner of the Property (referred to in the Agreement as the "Property
Owner) for the purpose of confirming its agreement Co; (1) the amendments herein provided,
and, (2) continue to comply with ail obligations and requirements of the Grant Documents
relating to the Property and the improvements thereon that constitute all or any part of the
Project,
Old Centrust Building Partnership represents, warrants and confirms to the City that: (i) all
of the terms, covenants, conditions, representations, warranties and agreements contained in the
Mortgage are hereby ratified and confirmed in all respects; (ii) certain obligations imposed on
FFC under the Grant Documents shall continue to be secured by the Mortgage without novation
or interruption; and (iii) the Mortgage is a valid obligation of Old Centrust Building Partnership
enforceable in accordance with its terms and is binding upon Old Centrust Building Partnership,
and its successors, assigns and administrators without any claim, defense of off -set or other stun
due, pending or existing,
Old Contrast Building Partnership,
Print Name: a Florida general'partnershlp
Print Name: Sergio Rok, Managing Partner
IT -Floater Piror•Amc»dmEn1•04.22.65
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By:
BINIMINEM
STATE OF FLORIDA )
COUNTY OF MIAM!-DADE )
Before mo, the undersigned authority, personally appeared,
as, of to me wall known to
be the person described in and who executed the foregoing instrument and who acknowledged to and
before me that he/she executed said instrument under oath, and for the purposestherein expressed,
Witness my hand and official seal in the County and State last aforesaid this day of
, 2005.
PRINTED, STAMI'i?D OR TYPED SIGNATURE OF NOTARY PUBLIC
NAME OP NOTARY PUBLIC STATE OP FLORIDA
Did Take An Oath
Did Not Take An Oath
Personally Known
Produced I,D,
Type of I,D, Produced;
My Commission Expires:
STATE OF FLORIDA )
COUNTY OF MIAMI•DADE )
Before me, the undersigned authority, personally appeared,
as, of , to me well known to
be the person described in and who executed the foregoing Instrument and who acknowledged to and
before me that he/she executed said instrument under oath, and for the purposes therein expressed.
Witness my hand and official seal in the County and State last aforesaid this day of
, 2005,
PRINTED, STAMPED OR TYPED SIGNATURE OF NOTARY PUBLIC
NAME OP NOTARY PUBLIC STATE OF FLORIDA
Did Take An Oath
_aid Not Take An Oath
Personally Known
Produced 1,D,
Type of l,D, Produced:
My Commission Expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
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Before me, the undersigned authority, personally appeared,
aa, of , to nto well known to
be the person described in and who executed the foregoing instrument and who acknowledged to arid
before me that ba/she executed said instrument under oath, and for the purposes therein expressed.
Witness my hand and official seal in the County and State last aforesaid this day of
, 2005.
PRINTED, STAMPED OR TYPED SIGNATURE OF NOTARY PUBLIC
NAME OF NOTARY PUBLIC STATE OF FLORIDA
Did Take An Oath
Did Nat Take An Oath
Personally Known
Produced [.D,
Type of I.D. Produced:
My Commission Expires:
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