HomeMy WebLinkAboutCRA-R-13-0071 Exhibit AExhibit "A"
Unless otherwise defined herein, all capitalized terms set forth herein are as defined in that
certain Declaration of Restrictions recorded May 15, 2013 in Official Records Book 28631, Page
1264 of the Public Records of Miami -Dade County, Florida (the "Declaration").
Overtown Gateway and Ail Aboard propose the following variances to the Declaration, which
shall be accomplished through an amendment of the Declaration or by amending and restating
the Declaration into two declarations, with one relating to Block 56 and the other relating to
Block 45:
1. Default and Reversion. Default with respect to Block 45 under the Declaration shall not
constitute a default with respect to Block 56 and default with respect to Block 56 under the
Declaration shall not constitute a default with respect to Block 45 under the Declaration and the
rights and remedies related to default shall be enforceable separately as to each Developer
(e.g., terrns regarding Default Cure Periods and reversion shall apply as to All Aboard for Block
56 and as to Overtown Gateway for Block 45). Further, reversion with respect to Block 45
under the Declaration shall not constitute a reversion with respect to Block 56 and reversion
with respect to Block 56 under the Declaration shall not constitute a reversion with respect to
Block 45 under the Declaration.
2. Project Payments. In lieu of making the Project Payments, which requires payment over
time, (i) Overtown Gateway shall pay (A) to the County on the Closing Date, Two Million Five
Hundred Thousand and No/100 Dollars ($2,500,000.00) which shall be used only for projects
that support Overtown redevelopment efforts, to be held in a County account or separated to be
utilized solely for such purpose, (B) to the CRA on the Closing Date, One Million Three
Hundred Seventy -Five Thousand and No/100 Dollars ($1,375,000.00) to be utilized by the CRA
for projects in the Southeast Overtown/Park West Community Redevelopment Area, and (C) to
the community benefits program to be established within the Southeast Overtown/Park West
Community Redevelopment Area (the "Program"), One Hundred Twenty -Five Thousand and
No/100 Dollars ($125,000.00) per year for 10 years to the Program with the first payment
commencing on the Closing Date and each anniversary thereof; and (II) All Aboard shall pay (A)
to the County on the Closing Date, Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00) which shall be used for projects that support Overtown redevelopment efforts
to be held in a County account or separated to be utilized solely for such purpose, (B) to the
CRA on the Closing Date, One Million Three Hundred Seventy -Five Thousand and No/100
Dollars ($1,375,000.00) to be utilized by the CRA for projects in the Southeast Overtown/Park
West Community Redevelopment Area, and (C) to the Program One Hundred Twenty -Five
Thousand and No/100 Dollars ($125,000.00) per year for 10 years with the first payment
commencing on the Closing Date end each anniversary thereof. The Program shall be
administered by a committee appointed by community stakeholders from the Southeast
Overtown Park/Park West community and the County shall act as the fiduciary for holding and
disbursing funds contributed to the Program.
3. Project Components.
(i) Overtown Gateway shall be required to complete a portion of the Retail
Component which shall be a minimum of 75,000 square feet and the Residential Component to
be constructed on Block 45.
(li) All Aboard shall be required to complete a portion of the Retail Component which
shall be a minimum of 75,000 square feet to be constructed on Block 56.
The minimum square feet for the Retail Component set forth above for each block shall be in
lieu of the minimum of 150,000 square feet for the Retail Component set forth in the Declaration
for both blocks.
4. Residential Restrictions. The Residential Component shall be constructed on Block 45.
Block 56 shall not be required to have a Residential Component. Sixty (60) residential units still
have to be provided on Block 45 in compliance with the provisions of Section 3 of the
Declaration. All residential units in excess of 60 residential units can be market rate units and
will not be limited by the affordable housing restrictions of Section 3 of the Declaration.
5. Completion Date. The Declaration provides that the Developer shall be required to
obtain the Approvals by May 15, 2015 and to commence construction of the vertical
improvements of the Residential Component and the Retail Component by May 15, 2016 and
complete the Residential Component within twenty-four (24) months after commencement of
vertical construction of the Residential Component and complete the Retail Component within
twenty-four (24) months after commencement of vertical construction of the Retail Component,
subject to Unavoidable Delay, default cure periods as provided in Section 9 of the Declaration
and the ability to extend the time period to obtain the Approvals for a six month period in
accordance with Section 9(B) of the Declaration, extend the Residential Completion Date for a
six month period In accordance with Section 9(D) of the Declaration and to extend the Retail
Completion Date in accordance with Section 9(C) of the Declaration.
(i) Overtown Gateway requests a waiver to provide (1) that if the extension of the
time period pursuant to Section 9(B) of the Declaration to obtain the Approvals is not exercised
or exercised and not used in its entirety, Overtown Gateway may exercise such extension or
use the unused portion of the approval extension period to extend the Residential Completion
Date and the Retail Completion Date, In addition to the current ability to extend the Residential
Completion Date and the Retail Completion Date for six months pursuant to Sections 9(C) and
9(D) and (ii) if Overtown Gateway commences construction of the Residential Component and
the Retail Component on Block 45 prior to May 15, 2016, the time for completion of the
construction of the Residential Component and the Retail Component shall be extended for the
number of days between said commencement date and May 15, 2016. Overtown Gateway
further requests that if the Retail Component and the Residential Component are built as part of
one integrated structure the date Overtown Gateway commences vertical construction of either
the Residential Component or the Retail Component shall constitute commencement of
construction of both the Residential Component and the Retail Component and the Residential
Completion Date and Retail Completion Date shall be the same. Further, if the Retail
Component and Residential Component are built as part of one integrated structure, Overtown
Gateway may extend both the Residential Completion Date and the Retail Completion Date in
pursuant to Section 9(C) and 9(D) of the Declaration by making one payment of Two Hundred
Fifty Thousand and No/Dollars ($250,000.00) which payment will extend both the Residential
Completion Date and the Retail Completion Date; but such extension pursuant to payment
under Sections 9(C) and 9(D) shall be limited to a total of 6 months.
(ii) All Aboard requests a waiver to provide (i) that if the extension of the time period
pursuant to Section 9(B) of the Declaration to obtain the Approvals Is not exercised or exercised
and not used in its entirety, then All Aboard may exercise such extension or use the unused
portion of the approval extension period to extend the Retail Completion Date in addition to the
current ability to extend the Retail Completion Date for six months pursuant to Section 9(C) and
(II) if All Aboard commences construction of the Retail Component on Block 56 prior to May 15,
2016, the time for completion of the construction of the Retail Component shall be extended for
the number of days between said commencement date and May 15, 2016. Further, All Aboard
may extend the Retail Completion Date In pursuant to Section 9(C) of the Declaration by making
one payment of Two Hundred Fifty Thousand and No/Dollars ($250,000.00) which payment will
extend the Retail Completion Date.
6. Indemnification Agreement. Overtown Gateway and All Aboard are proposing that
Section 7f of the Settlement Agreement be modified to reflect that in lieu of the Indemnification
Agreement, each of Overtown Gateway and All Aboard may submit an alternative risk
management solution(s) acceptable to the Mayor, or its designee, in lieu of requiring Miami -
Dade County Commission approval of the alternative risk management solution(s).
7. Parking. Overtown Gateway agrees to provide 150 parking spaces in excess of code
requirements existing at the time of commencement of vertical construction with respect to the
development on Block 45, and All Aboard agrees to provide 150 parking spaces in excess of
code requirements existing at the time of commencement of vertical construction on Block 56.
8. Development Agreements.
(a) The CRA shall negotiate two (2) separate development agreements: one with All
Aboard for Block 56 and one with Overtown Gateway for Block 45.
(b) The failure to execute a Development Agreement with respect to one block shall
only require the CRA to terminate negotiations with that Developer and issue a new Developer
Opportunity for that block.
/11AAYgaR71A tr1