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HomeMy WebLinkAboutCRA-R-14-0059 ExhibitAMENDMENT THIS AMENDMENT is made as of this day of September 2014 by and between ST. JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company (the "Developer") and the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate created pursuant to Section 163.356, Florida Statues (the "CRA"). RECITALS A. Developer and the CRA entered into that Development Agreement dated as January 18, 2013 (the "Development Agreement"). B. Developer has requested the CRA approve the change of control of Developer in accordance with the provisions of Section 15 of the Development Agreement approving the transfer of control from Biscayne Housing Group, LLC, a Florida limited liability company ("Biscayne") to CDP Affordable Housing, LLC, a Florida limited liability company ("CDP"). C. The CRA desires to approve the change in control of Developer from Biscayne to CDP, subject to the terms of this Amendment. D. Developer and the CRA desire and modify and amend certain other terms and provisions of the Development Agreement as hereinafter set forth. 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 meanings ascribed to said terms in the Development Agreement. 3. Consent to Change of Control. In accordance with Section 15.1 of the Development Agreement, the CRA hereby approves the change in control of Developer from Biscayne to CDP. 4. Property Issues. On or before November 1, 2014, Developer shall provide the Executive Director the following: (a) copy of the Survey and the Commitment which shall show Developer to be vested with a leasehold estate in the Property subject only to the Permitted Exceptions; (b) an environmental report and a reliance letter addressed to the CRA reflecting no environmental conditions that will adversely affect the development of the Project; (c) a soil assessment report to enable the Executive Director to confine that there are no soil conditions that will adversely affect the development of the Project; and (d) a letter from the Planning Director of the City confirming that the Project can be developed without replatting the Property. 5. Deed from Church. Developer represents and warrants to the CRA that the CDC has acquired the Church Property and that the Commitment will reflect that the CDC is the owner of the Church Property subject only to the Permitted Exceptions. 6. Lease. Developer shall submit the Lease to the Executive Director for approval on or before November 1, 2014. 7. Project. Section 3.1 of the Development Agreement is hereby amended and restated to read as follows: "3.1 Description of the Project. The project (the "Project") shall consist of not less than 90 affordable rental units, all with balconies and upgraded finishes to improve longevity and durability with ground floor commercial space constructed in one or more buildings not exceeding eight (8) stories, will include one -bedroom units, two -bedroom units, and three -bedroom units, the mix of which and the size of which shall be established upon the community input received in accordance with Section 3.3 below and as approved by the Executive Director in accordance with Section 3.4 below together with approximately 8,500 square feet of community service space including approximately 4,000 to 8,000 square feet of space for a child learning center and a sufficient number of parking spaces to comply with the applicable zoning." 8. Approval of Schematic Design Documents. Developer shall submit Schematic Design Documents which incorporate the reasonable comments received from HOFLDIA and the OCOB, to the Executive Director for review and approval on or before November 1, 2014. 9. Project Budget. The Preliminary Budget attached to the Development Agreement is hereby replaced by the Preliminary Budget attached hereto as Exhibit "A". 10. Operating Agreement. Section 4.1.6 of the Development Agreement is hereby amended and restated to read as follows: "4.1.6 Operating Agreement. The operating agreement for the Developer (the "Operating Agreement") must reflect that MM St. John Plaza, LLC is the manager and owns not less than .01% membership interest in Developer and reflect that the balance of the membership interest in Developer is owned by the CDC or the Institutional Investor and the operating agreement for MM St. Jolm Plaza, LLC must reflect that the CDC has not less than a 49% membership interest in MM St. John Plaza, LLC." 11. Non -Profit Grant Agreement. Section 5.4 of the Development Agreement is hereby amended to provide that the Non -Profit Grant Agreement shall be in substantially the form of Exhibit "B" attached hereto and made a part hereof. 12. Non -Profit. The CRA and the Developer agree that the Non -Profit shall be the Urban League of Greater Miami, Inc., a Florida not -for -profit corporation. 13. Bond Issue Approval. The CRA acknowledges that Bond Issue Approval has been obtained and the provisions of Section 5.5 of the Development Agreement are hereby deleted. 2 14. Non -Profit Loan Documents. The CRA and the Developer acknowledge and agree that the Non -Profit Loan Documents shall be in substantially the form attached hereto as Exhibit "C". 15. Closing. The Closing Date is hereby amended to be on the earlier of (a) ten (10) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or (b) June 1, 2015, time being of the essence. 16. CRA Conditions Precedent. Sections 9.1.10 and 9.1.11 of the Development Agreement are hereby amended and restated to read as follows: "9.1.10 The Executive Director has approved the proposed development agreement between the Developer and St. John Plaza Developers, LLC, a Florida limited liability company to oversee the construction of the Project subject to the limitations contained in Section 5.2. 9.1.11 The Executive Director has confirmed that the CDC has not less than a twenty percent (20%) interest in the developer fee and profit earned by St. John Plaza Developers, LLC, a Florida limited liability company, to be paid para passu with the amounts paid to CDP." 17. Ownership Interest in Developer. Exhibit H to the Development Agreement is hereby deleted and replaced by Exhibit "H" attached hereto and made a part hereof. 18. Guaranty, Section 10.2.4 of the Development Agreement is hereby amended to provide that the Guaranty shall be provided by Michael Cox and James Watson. 19. Notices. Section 16 of the Development Agreement is hereby amended and restated to read as follows: "16. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or hailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to Developer: St John Plaza Apartments, LLC c/o CDP Affordable Housing, LLC 200 S. Biscayne Blvd., Suite 4000 Miami, Florida 33131 Attention: James Watson With a copy to: Legal Services of Greater Miami 3000 Biscayne Blvd., Suite 500 Miami, Florida 33137 Attention: Shahrzad Emani 3 If to CRA: Fax: 305-576-5112 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 819 NW 2nd Avenue Third Floor . Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue Third Floor Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused." 20. Ratification. Except as hereby modified, the CRA and Developer hereby ratify and reaffirm all the terms and provisions of the Development Agreement. 21. Conflict. To the extent of a conflict between the terms and provisions of this Amendment and the terns and provisions of the Development Agreement, the terms and provisions of this Amendment shall control. 4 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above -written. DEVELOPER: ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: MM St John Plaza, LLC, a Florida limited liability company, its Manager By: CDP Affordable Housing, LLC, a Florida limited liability company, its managing member By: Naine: Jim Watson Title: Manager CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director ATTEST: Approved for legal sufficiency Clerk of the Board By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA 5 Exhibit "A" Proposed Budget 6 Exhibit "H" 7 #32748924 v3