HomeMy WebLinkAboutExhibit 1AMENDMENT NO. 4 TO THE AGREEMENT
BETWEEN
CITY OF MIAMI
AND
FLAGLER FIRST CONDOMINIUMS, L.L.C.
This Amendment is entered into as of this 19th day of November, 2010 (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 ("FFC"), for the
purpose of modifying that certain Agreement between the City and FFC dated December 23,
2002 (the "Agreement").
WHEREAS, FFC has undertaken the redevelopment of an 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 connection therewith, the City allocated $1,800,000 for Project
redevelopment expenses (the "Grant"), as set forth more fully in the Agreement; and
WHEREAS, the Grant is subject to the terms and conditions contained in various Grant
documents, including, but not limited to, the Agreement, and the Mortgage and Security
Agreement (the "Mortgage") executed in connection therewith.
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, pursuant to City Commission Resolution 05-0371, adopted June 9, 2005,
Amendment No. 1 to the Agreement, dated June 15, 2005, City Commission Resolution 06-
0733, adopted December 14, 2006, Amendment No. 2 dated February 8, 2007, and City
Commission Resolution 08-0227, adopted April 24, 2008, Amendment No. 3 dated May 2, 2008
the City and FFC agreed to an extension, until June 30, 2008, for FFC to obtain the Project
certificates of occupancy and until June 30, 2010 to sell eighty-one (81) of the Project's
residential condominium units. (Collectively, the Agreement, the Mortgage, Amendment No. 1
Amendment No. 2 and Amendment No. 3, and any and all other documents executed in
connection with the Grant, are hereinafter referred to as the "Grant Documents".); and
WHEREAS, FFC obtained the Project certificates of occupancy by the City's June 30,
2008 deadline, but has experienced delays in the sale of all eighty-one (81) of the Project's
residential condominium units; and
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— WHEREAS; for the aforesaid reasons FFC has, requested an extension until December 2,
2013 for the sale -of all of the-Project's residential condominium units; and
WHEREAS, pursuant to City Commission Resolution 11-XXXX, adopted January 13,
2011, such extensions were approved; and
WHEREAS, the City and FFC desire and agree to amend the Agreement and the other
Grant Documents as hereinafter provided;
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 are true and correct.
2. FFC acknowledges that the outstanding principal balance of the Grant is
$1,800,000.
3. The Grant Documents are hereinafter amended:
(a) To provide that- on or before December 2, 2013 FFC shall sell all of`the residential
condominiums in the Project in accordance with the requirements of the Grant Documents, as
amended hereby.
(b) To provide that in the event that on or before December 2, 2013 all of the residential
condominiums in the Project have not been sold in accordance with the requirements of the
Grant Documents; as amended -hereby, -then, insuchevent,-FFC-shall pay -to -the City $72,000-for
each of the twenty-five (25) City. Assisted. Unitsidentifiedin the DeclarationofRestrictive
Covenants, a copy of which is attached hereto as Exhibit A (the "Covenant"), that remains
unsold as of that date. Such payment shall be made on or before December 16, 2013. For the
purposes hereof, the term "sold" shall mean that title and possession to such residential
condominium unit shall have been conveyed to such homebuyer.
4. 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) 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 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.
5. Except as modified herein, all terms and conditions of the Grant Documents shall
remain in full force and effect.
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6. 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 regulation. However, the obligations under this Amendment shall continue and all other
provisions of this Amendment shall remain in full force and effect.
7. This Amendment shall be construed, interpreted, enforced and governed by and in
accordance with the laws of the State of Florida.
8. 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.
9. All capitalized terms used but not defined herein shall have their respective
meanings set forth in the Grant Documents.
10. 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 or
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 fu11y discussed by the parties hereto, and 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 fu11y enforced in all instances.
IN WITNESS_WHEREOF,_the_parties_hereto_have,executed=this-Amendment_No._4_to
the,Agreement,on.the=day=and=year-first,above-written.
Flagler First. Condominiums, L.L.C.,
a Florida limited liability company
Winless:
Print Name:
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By: Old Centrust Building Partnership,
Florida general partnership, Sole Member
By:
Sergio Rok, Managing Partner
Date:
ATTEST: City of Miami, a municipal corporation
of the State of Florida
By:
Priscilla A. Thompson, City Clerk Tony E. Crapp, Jr., City Manager
Date: Date:
APPROVED AS TO FORM AND
CORRECTNESS:
Julie O. Bru, City Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
}
Before me, the undersigned authority, personally appeared, Sergio Rok, as,
Managing Partner of Old Centrust Building Partnership, a Florida General Partnership, Sole
Member of Flagler First Condominiums, L.L.C. 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 , 2011.
PRINTED, STAMPED OR TYPED SIGNATURE OF NOTARY PUBLIC
NAME OF NOTARY PUBLIC STATE OF FLORIDA
Personally Known
Produced I.D.
Type of I.D. Produced:
My Commission Expires:
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STATE OF FLORIDA___ _ )
COUNTY OF MIAMI-DADE )
Before me, the undersigned authority, personally appeared, _Tony E. Crapp, Jr.
as, City Manager of the City of Miami, 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 , 2011.
PRINTED, STAMPED OR TYPED SIGNATURE OF NOTARY PUBLIC
NAME OF NOTARY PUBLIC STATE OF FLORIDA
Personally Known
Produced I.D.
Type of I.D. Produced:
My Commission Expires:
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Exhibit 1
Legal Description
Lot 11 and the West One -Half of Lot 12, in Block 117 NORTH, CITY OF MIAMI, according to
the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade
County, Florida.
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Exhibit 2
City Assisted Units
408 908 507
409 1008 503
508 506 707
509 606 807
608 706 907
609 806 1007
708 906 306
709 1006
808 407
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