HomeMy WebLinkAboutExhibit 1FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT TO ENTER INTO
GROUND LEASE
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT TO ENTER
INTO GROUND LEASE (this "Amendment") is made as of the day of June, 2013 by and between
the City of Miami, a municipal corporation of the State of Florida (the "City") and Flagstone Island
Gardens, LLC, a Delaware limited liability company ("Flagstone").
WHEREAS:
A. The City of Miami ("City") and Flagstone Island Gardens, LLC ("Flagstone") have
previously entered into an Amended and Restated Agreement to Enter Into Ground Lease dated as of
February 1, 2010 for a Mega Yacht Marina and Mixed Use Waterfront Development (the "Project") on
City -owned property at Watson Island.
B. The Agreement to Enter contains a covenant of good faith and fair dealing.
C. Certain required conditions precedent that must be met for the future execution of the
Project of a long term Ground Lease(s) with Flagstone.
D. Flagstone currently has entered into a Letter of Intent with The Related Companies for
financing/Joint Venture for the Project.
E. Flagstone has requested an extension of the Possession Date and the Lease Delivery Date
for the Marina Component as set forth in the Agreement to Enter to allow it sufficient time to satisfy the
conditions precedent.
F. Flagstone has continued to make all required payments to the City and to fulfill its
continuing obligations to the City under the Agreement to Enter, including making monthly payment in
the amount of $41,677.77 during FY 2011, $62,500 during FY 2012 to increase to $83,333.33 for FY
2013, for a total annual FY 2013 payment amount of $1.000,000.00.
G. The City and Flagstone desire to amend the Agreement to Enter in certain respects.
NOW THEREFORE, for and in consideration of the foregoing recitations and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. This Amendment shall be deemed a part of, but shall take precedence over and supersede
any provisions to the contrary contained in the Agreement to Enter.
2. All initial capitalized terms used in this Amendment shall have the same meaning as set
forth in the Agreement to Enter unless otherwise provided.
3. The Possession Date, the Outside Date and the Lease Delivery Date for the Marina
Component shall be extended from September 1, 2013 to June 2, 2014.
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4. Except as specifically modified hereby, all of the provisions of the Agreement to Enter
which are not in conflict with the terms of this Amendment shall remain in full force and effect.
[SIGNATURES ARE CONTAINED ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the day
and year first above written.
Flagstone Island Gardens, LLC
a Delaware limited liability company
By: Flagstone Development Corporation,
A Florida corporation, its manager
By:
Name:
Title:
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2013, by Johnny Martinez, the City Manager of Miami, on
behalf of such City; such person ( ) is personally known to me or ( ) presented
as identification.
Attest:
By:
Name: Todd B. Hannon
Title: City Clerk
NOTARY PUBLIC STATE OF FLORIDA
Print Name:
Commission No.:
Commission Expires:
[SEAL]
THE CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Name: Johnny Martinez, P.E.
Title: City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
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By: By:
Name: Julie O. Bru Name: Calvin Ellis
Title: City Attorney Title: Director of Risk Management
STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this
2013, by Johnny Martinez, the City Manager of Miami, on
behalf of such City; such person ( ) is personally known to me or (
as identification.
MIA 183292646v1
day of
) presented
NOTARY PUBLIC STATE OF FLORIDA
Print Name:
Commission No.:
Commission Expires:
[SEAL]