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HomeMy WebLinkAboutCRA-R-14-0008 Memo to City Clerk with AttachmentsKEON HARDEMON Board Chair MEMORANDUM February 4, 2014 TO: Todd Hannon, City Clerk FROM: Clarence Woods, et() SEOPW CRA Executive Director CLARENCE E. WOODS, III Executive Director .:- RE: File # 14-00039 Please note that the following documents were mistakenly left off of legislative file no. 14-0003 (SAWYER'S WALK RELEASE) in the Legistar computer system, and did not appear with the agenda item on the Legislative Hub for the January 27, 2014 Southeast/Overtown Park West CRA meeting. The documents that need to be attached to legislative file no. 14-0003 in the Legistar computer system include: Cover Memo Legislation - Exhibit (Indemnification Agreement) For your information, the above mentioned documents were included with the hard copy of the agenda that was distributed to the SEOPW Board Members. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI 1490 N.W. 3N Avenue, Ste. 105 I Miami, FL 33136 Tel (305) 679-6800 I Fax (305) 679-6835 I http://www.miamicra.com SEOPW Board of Commissioners Meeting January 27, 2014 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon and Members of the CRA Board Date: January 17, 2014 File: 14-00039 Subject: Resolution Approving Release and Indemnification Agreement from Sawyer's Walk, Ltd. and Poinciana Village of Miami, Ltd. From: Clarence E. Woods, III*References: Executive Director Enclosures: Legislation BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast OvertownlPark West Community Redevelopment Agency ("CRA") approving the Release to be executed by Sawyer's Walk, Ltd. and its partners, and Poinciana Village of Miami, Ltd. and its partners, in the form attached (the "Sawyer's Walk Release"), and Indemnification Agreement to be executed by Sawyer's Walk, Ltd. and Poinciana Village of Miami, Ltd. in the form attached (the "Sawyer's Walk Indemnification Agreement") as an alternate risk management solution to requiring Overtown Gateway Partners, LLC ("Overtown Gateway") and All Aboard Florida NW Sixth Street, LLC ("All Aboard") from being required to provide the indemnification agreement contemplated by Section 7(f) of the Settlement Agreement by and between the City of Miami (the "City"), the CRA, and Miami -Dade County (the "County"), dated May 9, 2013 (the "Settlement Agreement"). This Resolution also requests that the City and the County approve the Sawyer's Walk Release and Sawyer's Walk Indemnification Agreement as an alternate risk management solution, thereby waiving the requirement that Overtown Gateway and All Aboard provide the indemnification Agreements required under the terms of the Settlement Agreement. Many years ago, the City previously issued a request for proposals (as may have been amended from time to time, the "Poinciana RFP") with respect to that certain real property located on Block 46 in Miami -Dade County, Florida (the "Poinciana Village Project"). Indian River Investments of Miami, Inc. responded to the Poinciana RFP, and was ultimately selected by the City as the successful proposer for the Poinciana Village Project. The City issued an additional request for proposals (as same may have been amended from time to time, the 'Sawyer's Walk RFP") with respect to that certain real property on Blocks 45, 55 and 56 in Miami -Dade County, Florida (the "Sawyer's Walk Project"). The sole response to the Sawyer's Walk RFP was submitted by Sawyer's Walk, and, pursuant to the City of Miami Resolution No. 91-509 (the "Resolution"), Sawyer's Walk was selected as the developer of the Sawyer's Walk Project subject to the satisfaction of certain conditions as set in the Resolution. Thereafter, litigation styled The City of Miami vs. Sawyer's Walk, Ltd., Case No. 00-28860 CA 9, filed in the 1lth Judicial Circuit in and for Miami -Dade County, Florida (the "Sawyer's Walk Litigation") and Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No. 02- 06846 CA 9, in the Circuit Court of the 11th Judicial Circuit in and for Miami -Dade County, Florida (the "Poinciana Litigation") was commenced with regarding the Sawyer's Walk Project and Poinciana Village Project, respectively. Sawyer's Walk, Poinciana, the CRA and the City entered into that certain settlement agreement dated as of January 27, 2005 with respect to the Poinciana Litigation and the Sawyer's Walk Litigation, as amended, (the "Settlement Agreement"). The transaction contemplated by the Settlement Agreement was never consummated and the Sawyer's Walk Litigation and the Poinciana Litigation have been consolidated and were dismissed for lack of prosecution on December 5, 2007. On May 9, 2013 the CRA, the City and the County entered into that certain settlement agreement regarding the County's reverter on Blocks 36, 45 and 56 of NORTH, CITY OF MIAMI, Plat Book "B" at Page 41 (the "Settlement Agreement"). Section 7(f) of the Settlement Agreement requires the developers of Blocks 45 and 56 to provide an Indemnification Agreement, as defined in the Settlement Agreement. Overtown Gateway Partners, LLC ("Overtown Gateway") and All Aboard Florida NW Sixth Street, LLC ("All Aboard") as the developers selected by the CRA and approved by the County for the development of Blocks 45 and 56 have both requested that the CRA, the City and the County accept the Sawyer's Walk Release and Sawyer's Walk Indemnification Agreement as an alternative risk management solution to providing the Indemnification Agreement required by the Settlement Agreement. JUSTIFICATION: Section 7(f) of the Settlement agreement, dated May 9, 2013, requires, among other things, the provision of the indemnification agreement attached thereto, or in lieu of said indemnification agreement, submittal of an alternate risk management solution. FUNDING: This Resolution does not commit funding. City of Miami Legislation CRA Resolution City Hall 3600 Pan American Chive Miami, FL 33133 www.miarnlgay.com I+ite Number: 14.00039 Final Action Data: A RESOLUTION, WITH ATTACHMENT(S), OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (THE "CRA") APPROVING THE RELEASE TO BE EXECUTED BY SAWYER'S WALK, LTD. AND ITS PARTNERS AND POINCIANA VILLAGE OF MIAMI, LTD. AND ITS PARTNERS IN THE FORM ATTACHED (THE "SAWYER'S WALK RELEASE") AND INDEMNIFICATION AGREEMENT TO BE EXECUTED BY SAWYER'S WALK, LTD. AND POINCIANA VILLAGE OF MIAMI, LTD. IN THE FORM ATTACHED (THE "SAWYER'S WALK INDEMNIFICATION AGREEMENT") AS AN ALTERNATE RISK MANAGEMENT SOLUTION TO REQUIRING OVERTOWN GATEWAY PARTNERS, LLC ("OVERTOWN GATEWAY") AND ALL ABOARD FLORIDA NW SIXTH STREET, LLC ("ALL ABOARD") FROM BEING REQUIRED TO PROVIDE THE INDEMNIFICATION AGREEMENT CONTEMPLATED BY SECTION 7(F) OF THE SETTLEMENT AGREEMENT BY AND BETWEEN THE CITY OF MIAMI (THE "CITY"), THE CRAAND MIAMI-DADE COUNTY (THE "COUNTY"), DATED MAY 9, 2013 (THE "SETTLEMENT AGREEMENT") AND REQUESTING THAT THE CITY AND THE COUNTY APPROVE THE SAWYER'S WALK RELEASE AND SAWYER'S WALK INDEMNIFICATION AGREEMENT AS AN ALTERNATIVE RISK MANAGEMENT SOLUTION THEREBY WAIVING THE REQUIREMENT THAT OVERTOWN GATEWAY AND ALL ABOARD .PROVIDE THE INDEMNIFICATION AGREEMENTS REQUIRED UNDER THE TERMS OF THE SETTLEMENT AGREEMENT. WHEREAS, the Southeast OvertownlPark West Community Redevelopment Agency ("CRA.") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan the "Flan"); and WHEREAS, Section 2, Goal 3/Principles 2 and a, at pages 12 and 14, of the Plan lists creating Intill housing, and developing a variety of housing options as stated redevelopment goals; and WHEREAS, Section 2, Goal 3/Principle 4, at pages 12 and 14, of the Plan also includes the creation of jobs within the community as a stated redevelopment goal; and WHEREAS, on May 9, 2013 the CRA, the City of Miami (the "City") and Miami -Dade County (the "County") entered into that certain settlement agreement regarding Blocks 36, 46 and 56 of NORTH, CITY OF MIAMI, Plat Book "B" at Page 41 (the "Settlement Agreement"); and WHEREAS, Section 7(f) of the Settlement Agreement requires the developers of Blocks 45 and 56 to provide an Indemnification !Agreement, as defined in the Settlement Agreement; and WHEREAS, Overtown Gateway Partners, LLC ("Overtown Gateway") and Ali Aboard Florida NW Sixth Street, LLC ("AU Aboard") as the developers selected by the CRA :and approved by the County for the development of Blocks 45 and 66 have both requested that the CRA, the City and the City of Miami Page 1 of 2 File lit 14-00039 Worsion: l) Printed . nt 1/16 201d AIe Numbar. 14-00039 County accept the Sawyer's Walk Release and Sawyer's Walk Indemnification Agreement as an alternative risk management solution to providing the Indemnification Agreement required by the Settlement Agreement; and WHEREAS, the Board of Commissioners wishes to authorize and approve the Sawyer's Walk Release and the Sawyer's Walk Indemnification Agreement as an alternative risk management solution as contemplated by Section 7(f) of the Settlement Agreement In lieu of requiring the indemnification Agreement as defined in the Settlement Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOW N/PARI< WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1, The recitals and findings contained In the Preamble to this Resolution are adopted by reference and incorporated herein as If fully set forth in this Section. Section 2. The Board of Commissioners hereby approves the Sawyer's Walk Release and the Sawyer's Walk Indemnification Agreement as an alternative risk management solution in lieu of having Overtown Gateway Partners, LLC and All Aboard Florida NW Sixth Street, LLC provide the indemnification Agreement as defined in the Settlement Agreement and requests the City of Miami and Miami -Dade County also approve the Sawyer's Walk Release and the Sawyers Walk Indemnification Agreement as an alternative risk management solution to providing the Indemnification Agreement, thereby relieving Overtown Gateway Partners, LLC and All Aboard Florida Sixth Street, LLC from the obligation to provide the indemnification Agreement as required by the Settlement. Agreement, Section 3, This Resolution shall become effective immediately upon its adoption. APPROVED AS • FORM AND LEGAL SUFFICIENCY: JESSII N. PACHECO, ESQ. CRA SPECIAL COUNSEL C9 of Mlana Page 2 of 2 File Id:14-00039 (Version: I) Printed lint I/16/2014 Indemnification Agreement This Indemnification Agreement (this "Agreement"), dated this day of 2013, is executed by Sawyer's Walk Ltd., a Florida limited partnership ("Sawyer's Wallc"), Poinciana Village of Miami, Ltd., a Florida limited partnership ("Poinciana", together with Sawyer's Walk "Indemnitor"), in favor of CITY OF MIAMI, a Florida municipal corporation (the "City"), MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA;" and together with the City and the County, individually and collectively, the "Indemnitee"). RECITALS A. City previously issued a request for proposals (as may have been amended from time to time, the "Poinciana RFP") with respect to that certain real property located in Miami - Dade County, Florida more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village Project"). B. A response to the Poinciana RFP was submitted by Indian River Investments of Miami, inc., a Florida corporation ("Indian River"), acting in the capacity of general partner on behalf of Poinciana. C. Pursuant to the Poinciana RFP, the City selected Poinciana as the successful proposer for the Poinciana Village Project. D. The City Commission subsequently approved Poinciana as the successful proposer with respect to both the Poinciana RFP and the Poinciana Village Project. E. The Poinciana Village Project is subject to that certain Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No. 1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September 23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated January 9, 1996 (collectively the "Poinciana Lease"). F. The City issued an additional request for proposals (as same may have been amended from time to time, the "Sawyer's Walk RFP") with respect to that certain real property located in Miami -Dade County, Florida, more particularly described on Exhibit "B", attached hereto and made a part hereof (the "Sawyer's Walk Project"). G. The sole response to the Sawyer's Walk RFP was submitted by Sawyer's Walk with respect to the Sawyer's Walk Project. H. Pursuant to City of Miami Resolution No. 91-509 (the "Resolution"), the City selected Sawyer's Walk as the developer of the Sawyer's Walk Project subject to the satisfaction of certain conditions as set in the Resolution. I. Subsequently, the following litigation was commenced with respect to the Poinciana Village Project: Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No. 02-06846 CA 9, filed in the Circuit Court of the 11th Judicial Circuit in and for Miami -Dade County, Florida (the "Poinciana Litigation"); J. Subsequently, the following litigation was commenced with respect to the Sawyer's Walk Project: The City of Miami vs. Sawyer's Walk, Ltd., Case No. 00-28860 CA 9, filed in the 1 lth Judicial Circuit in and for Miami -Dade County, Florida (the "Sawyer's Walk Litigation"), K. Sawyer's Walk, Poinciana, the CRA and the City entered into that certain settlement agreement dated as of January 27, 2005 with respect to the Poinciana Litigation and the Sawyer's Walk Litigation, as amended, (the "Settlement Agreement"). L. The transaction contemplated by the Settlement Agreement was never consummated and the Sawyer's Walk Litigation and the Poinciana Litigation have been consolidated and were dismissed for lack of prosecution on December 5, 2007. M. The CRA issued a request for proposals (the "New RFP") with respect to that certain real property located in Miami -Dade County, Florida more particularly described on Exhibit "C" attached hereto (the "New Project"). N. As a condition of awarding the New Project to Indemnitor pursuant to the New RFP, Indemnitor has agreed to execute this Agreement in favor of each Indenmitee. NOW THEREFORE, in consideration of other agreements and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Indemnitor, intending to be legally bound, agrees as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into, and constitute a part of, this Agreement. 2. Indemnity. Indemnitor hereby agrees to indemnify, defend and hold harmless each Indemnitee from and against any claim, loss, demand, damage, liability, obligation, suit, cause of action, cost or expense (including fees, costs and disbursements of attorneys and other professionals and court costs at trial and on appeal (but excluding any attorney fees and costs incurred by the Indemnitee prior to the date hereof) and regardless of whether an action or lawsuit is actually instituted or filed) by Sawyer's Walk, Indian River Investment Communities, Inc., a Florida corporation ("Communities"), Indian River, and Poinciana, or any of them, and any of their successors and assigns, based upon, directly or indirectly, the Sawyer's Walk RFP, the Poinciana Litigation, the Sawyer's Walk Litigation and/or the Settlement Agreement, including, without limitation, claims raised or that could have been raised by Indian River, Communities, Poinciana and Sawyer's Walk or any of them, in the Poinciana Litigation and/or the Sawyer's Walk Litigation. 3. Release. Indemnitor hereby remises, releases, acquits, satisfies, and forever discharges each Indemnitee, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor ever had, now has, or which Indemnitor hereafter can, shall or may have, against any Indemnitee, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly, to the Poinciana Village Project, the Sawyer's Walk Project, the Poinciana Lease, the Sawyer's Walk RFP and the Settlement Agreement. 4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release Agreement dated the date written above. SAWYER'S WALK LTD., a Florida limited Print Name: partnership Print Name: By: Name: Title: POINCIANA VILLAGE OF MIAMI, LTD., a Print Name: Florida limited partnership Print Name: STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE By: Name: Title: The foregoing instrument was acknowledged before me this _ day of 201_ by , as , a , on behalf of said . He/She is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this _ day of 201 by , as , a , on behalf of said . He/She is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: