HomeMy WebLinkAboutCRA-R-09-0044 Amendment to Agreement Attachment August 6, 2009 SEOPW & Omni Agenda MeetingAMENDMENT TO DEVELOPMENT AGREEMENT
THIS AMENDMENT is made as of this day of August, 2009 by and between UDG
V, LLC, a Florida limited liability company (the "Developer") and the Southeast
Overtown/Parkwest Community Redevelopment Agency, a public agency and body corporate
created pursuant to Section 163.356, Florida Statutes (the "CRA").
RECITALS
A. The Developer and the CRA entered into that certain Development Agreement dated
as of July 7, 2008 (the "Development Agreement").
B. Developer and the CRA desire to modify and amend certain terms and provisions of
the Development Agreement as hereinafter provided.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Recitals. The Recitals to this Amendment are true and correct and are hereby
incorporated by reference and made a part hereof.
2. Defined Terms. All defined terms utilized in this Amendment but not defined in this
Amendment shall have the meaning ascribed to said terms in the Development Agreement.
3. Inspection Period. Developer acknowledges that the Inspection Period has expired
and that Developer has determined that the condition of all portions of the Property are
satisfactory to Developer and Developer shall accept every portion of the Property in its "AS IS,
WHERE IS" condition as provided in Section 3.7 of the Development Agreement.
4. Title and Survey. Developer acknowledges that the Title Review Period has expired.
Developer acknowledges that as of August 1, 2008 the status of title to the Property is acceptable
to Developer subject to the CRA recording a quit claim deed from the City of Miami in the form
of Exhibit "A" attached hereto and made a part hereof. Developer waives any right to object to
any matters of title or survey arising prior to August 1, 2008.
5. Garage Site Plan. Developer and the CRA acknowledge that the Developer and the
CRA have approved the Garage Site Plan in the form of Exhibit "B" attached hereto and made a
part hereof.
6. Garage Contingency Period. Developer acknowledges that the Garage Contingency
Period has expired and that Developer has no right to terminate the Development Agreement as a
result of the cost to design and construct the Parking Garage.
7. Detailed Development Plan. The time period for Developer to submit the Detailed
Development Plan to the Executive Director for approval is hereby extended from December 29,
2008 until November I, 2009.
8. Employment Training Program. The timeframe for the Developer to submit the Skill
Training and Employment Program and the Property Management and Employment Program to
the Executive Director for his review and approval is hereby extended from December 29, 2008
until November 1, 2009.
9. Developer's Conditions Precedent. Section 11.2 of the Development Agreement is
hereby amended to extend the timeframe for the satisfaction or waiver of the Developer's
Conditions Precedent from its current date of October 1, 2009 (i.e. fifteen months from the
Effective Date of the Development Agreement) to April 1, 2010.
10. CRA Conditions Precedent. Section 12.2 of the Development Agreement is hereby
amended to extend the timeframe for the satisfaction or waiver of the CRA Conditions Precedent
from October 1, 2009 (i.e. fifteen months from the Effective Date of the Development
Agreement) to April 1, 2010.
11. Ground Lease. The Executive Director and the Developer shall agree on the terms of
the Lease (which shall incorporate the terms and provisions of the Development Agreement) on
or before November 1, 2009. The Lease shall be triple net for a term of 99 years, provide for the
payment of a minimum rent in the amount of $1.00 per year and incorporate the terms of the
Development Agreement, as modified by this Amendment. If the Executive Director and the
Developer have not agreed on the terms and conditions of the Lease on or before October 1,
2009 then the Development Agreement will be of no further force and effect on which event the
Escrow Agent shall return the Deposit to the Developer and the parties shall be released from all
further obligations under the Development Agreement except for the obligations that expressly
survive termination.
12. Organization Documents of Developer. The timeframe for the Developer to submit
the Operating Agreement to the CRA for approval is hereby extended from November 28, 2008
until November 1, 2009.
13. Assignment. The CRA hereby approves Developer assigning 100% of Developer's
interest in Building 2 to an affiliate of CODEC, INC. (the "Codec Affiliate") subject to: (i) the
Executive Director approving all individuals who have an ownership interest in the Codec
Entity; (ii) the Executive Director approving the organizational documents for the Codec Entity,
(iii) the Codec Entity providing written confirmation to the CRA that neither the Developer or
any entity affiliated with the Developer has been or will be paid any compensation for the rights
with respect to Building 2; and (iv) the CRA being provided with confirmation that neither the
Developer nor any party affiliated with the Developer is receiving any compensation from the
Codec Entity as a development fee or any other compensation associated with Building 2. Upon
such approval by the Executive Director, Developer may assign 100% of its rights with respect
to Building 2 to the Codec Entity and on the Closing Date the CRA will enter into a direct lease
with the Codec Entity with respect to Building 2 and with Developer with respect to the balance
of the Property not required for the Parking Garage.
14. Conflict. To the extent of the conflict between the terms and provisions of the
Development Agreement and this Amendment, the terms and provisions of this Amendment
shall control.
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15. Ratification. Except as modified by this Amendment the CRA and the Developer
ratify and reaffirm all the terms and provisions of the Development Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.
CRA:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
James H. Villacorta
Executive Director
ATTEST:
By:
Priscilla A. Thompson,
Clerk of the CRA Board
APPROVED AS TO INSURANCE REQUIREMENTS:
By:
LeeAnn Brehm, Director
Risk Management
APPROVED AS TO LEGAL FORM SUFFICIENCY
By:
William R. Bloom, Esquire
Special Counsel
DEVELOPER:
UDG V, LLC, a Florida Limited Liability Company
By: The Urban Development Group, LLC,
a Florida Limited Liability Company,
Manager
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By:
Albert Milo, Jr., Manager
Exhibit "A"
This Instrument Prepared by and Return to:
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
FOLIO NO.
SPACE ABOVE THIS LINE FOR RECORDING DATA
QUITCLAIM DEED
THIS QUITCLAIM DEED, is made this day of , 2009, by
and between the CITY OF MIAMI, a municipal corporation of the State of Florida
("Grantor"); and the SOUTHEAST OVERTOWN/PARKWEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes ("Grantee"), whose address is 49 NW
5th Street, Suite 100, Miami, Florida 33128.
WITNESSETH: That the Grantor, for and in consideration of the sum of
Ten and 00/100 ($10.00) Dollars and other good and valuable consideration, receipt
whereof is hereby acknowledged, hereby remises, releases, and quitclaims unto the
Grantee all that certain land situate in Miami -Dade County, State of Florida, to wit:
See attached Exhibit "A" (the "Property").
TOGETHER, with all easements, tenements, hereditaments and
appurtenances thereto belonging to the land.
The purpose of this Quitclaim Deed is to relinquish any right of reversion
and/or right to reenter in favor of Grantor contained in paragraph 4 of that
Warranty Deed dated January 9, 1996 and recorded January 17, 1996 in Official
Records Book 17064, at Page 0152 of the Public Records of Miami -Dade County
Florida, with respect to the Property.
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In Witness Whereof, Grantor has set its hand and seal as of the date first
set forth above.
Signed, sealed and delivered
in the presence of:
Print Name:
Print Name:
(SEAL)
CITY OF MIAMI,
a municipal corporation of the State
of Florida
By:
Name:
Title:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
2009, by , the of the City
of Miami, a municipal corporation of the State of Florida, on behalf of said municipal
corporation. He/She is personally known to me or has produced
as Identification.
(SEAL)
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Name:
Commission No.:
My commission expires:
Exhibit "A''
Legal Description
Lots 14 and 15, less those portions of Lots 14 and 15 lying in Right -of -Way for I-95, all of Lots
16, 17 and 18, and the South 100 feet of Lots 19 and 20, Block 14 North, CITY OF MIAMI,
according to the Plat thereof, recorded in Plat Book "B", Page 41, of the Public Records of
Miami -Dade County, Florida.
ALSO LESS:
The South 5 feet of the East 16.27 feet of said Lot 15, Block 14 North, CITY OF MIAMI,
according to the Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida.
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