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HomeMy WebLinkAboutExhibit - AgreementAMENDMENT NO. 6 TO THE AGREEMENT BETWEEN CITY OF MIAMI AND FLAGLER FIRST CONDOMINIUMS, L.L.C. This Amendment is entered into as of this day of _ , 2015 (the "Amendment") by and between the City of Miami, a municipal corporation of the State of Florida (the "City") and Flagler First Condominiums, LLC, a Florida limited liability company, having its offices at 48 East Flagler Street, Penthouse-5, Miami, Florida 33131 ("FFC"), for the purpose of modifying that certain Agreement between the City and FFC dated December 23, 2002, as amended (the "Agreement"). WHEREAS, FFC has undertaken the redevelopment of an affordable housing condominium project, known as Flagler First Condominium, located at 101 East Flagler Street, Miami, Florida, to consist of no less than ninety (90) affordable residential condominium units and approximately 7,000 square feet of retail space (the "Project"); and WHEREAS, in connection therewith, the City allocated $1,800,000 for Project redevelopment expenses (the "Grant"), as set forth more fully in the Agreement; and WHEREAS, the Grant is subject to the terms and conditions contained in various Grant documents, including, but not limited to, the Agreement, and the Mortgage and Security Agreement (the "Mortgage") executed in connection therewith. WHEREAS, in accordance with the Agreement, FFC is required to obtain the Project certificates of occupancy and sell ninety-one (91) of the Project's residential condominium units by June 23, 2005; and WHEREAS, pursuant to City Commission Resolution 05-0371, adopted June 9, 2005, Amendment No. 1 to the Agreement, dated June 15, 2005, City Commission Resolution 06- 0733, adopted December 14, 2006, Amendment No. 2 dated February 8, 2007, and City Commission Resolution 08-0227, adopted April 24, 2008, Amendment No. 3 dated May 2, 2008 the City and FFC agreed to an extension, until June 30, 2008, for FFC to obtain the Project certificates of occupancy and until June 30, 2010 to sell ninety-one (91) of the Project's residential condominium units, pursuant to City Commission Resolution 11-0163, adopted April 14, 2011, Amendment No. 4 dated June 7, 2011 to sell the remaining ninety-one (91) of the Project's residential condominium units, and further extended in Amendment No. 5 to June 30, 2015 pursuant to Resolution No. R-14-0058, adopted February 27, 2014 (Collectively, the Agreement, the Mortgage, Amendment No. 1 Amendment No. 2 and Amendment No. 3, and any and all other documents executed in connection with the Grant, are hereinafter referred to as the "Grant Documents".); and Page 1 of 5 JMS: Doc. No.: WHEREAS, FFC has sold fourteen (14) of the remaining (25) City -assisted residential units since June 2011 but has eleven (11) more units to sell due to the restrictions imposed by Miami Dade County, making it difficult to obtain eligible buyers; and WHEREAS, for the aforesaid reasons FFC has requested an extension until March 31, 2016 for the sale of all of the Project's residential condominium units; and WHEREAS, pursuant to City Commission Resolution No. R-15- adopted May 28, 2015, such extensions were approved; and WHEREAS, the City and FFC desire and agree to amend the Agreement and the other Grant Documents as hereinafter provided; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and FFC agree as follows: 1. Each and every of the above recitals are true and correct. 2. FFC acknowledges that the outstanding principal balance of the Grant is 3. The Grant Documents are hereinafter amended: (a) To provide that on or before March 31, 2016 FFC shall sell all of the residential condominiums in the Project in accordance with the requirements of the Grant Documents, as amended hereby. (b) To provide that in the event that on or before March 31, 2016 all of the residential condominiums in the Project have not been sold in accordance with the requirements of the Grant Documents, as amended hereby, then, in such event, FFC shall pay to the City $72,000 for each of the twenty-five (25) City Assisted Units identified in the Declaration of Restrictive Covenants, a copy of which is attached hereto as Exhibit A (the "Covenant"), that remains unsold as of that date. Such payment shall be made on or before July 31, 2015. For the purposes hereof, the term "sold" shall mean that title and possession to such residential condominium unit shall have been conveyed to such homebuyer. 4. FFC represents, warrants and confirms to the City that: (i) the Agreement as modified hereby is a valid obligation of FFC enforceable in accordance with its terms and is binding upon FFC, and its successors, assigns and administrators without any claim, defense of off -set or other sum due, pending or existing; (ii) all of the terms, covenants, conditions, representations, warranties and agreements contained in the Mortgage are hereby ratified and confirmed in all respects; (iii) obligations imposed on FFC under the Grant Documents shall continue to be secured by the Mortgage without novation or interruption; and (iv) the Mortgage is a valid obligation of FFC enforceable in accordance with its terms and is binding upon FFC, and its successors, assigns and administrators without any claim, defense of off -set or other sum due, pending or existing. Page2of5 JMS: Doc. No.: 5. Except as modified herein, all terms and conditions of the Grant Documents shall remain in full force and effect. 6. If any provision of this Amendment conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Amendment shall continue and all other provisions of this Amendment shall remain in full force and effect. 7. This Amendment shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida. 8. This Amendment sets forth the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral between the parties relating to the subject matter herein. 9. All capitalized terns used but not defined herein shall have their respective meanings set forth in the Grant Documents. 10. Waiver of Jury Trial. Neither FFC, nor any assignee, successor, heir or personal representative of FFC, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Grant Documents and/or this Amendment, or the dealings or the relationship between or among such persons or entities, or any of them. Neither FFC, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Amendment has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. [Signature Pages Follow on Page 4 and Page 5] Page 3 of 5 JMS: Doc. No.: IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6 to the Agreement on the day and year first above written. Flagler First Condominiums, L.L.C., a Florida limited company Witness: Print Name: By: Sergio Rok Managing Partner Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me, the undersigned authority, personally appeared, Sergio Rok, as, Managing Partner of Old Centrust Building Partnership, a Florida General Partnership, Sole Member of Flagler First Condominiums, L.L.C. to me well known to be the person described in and who executed the foregoing instrument and who acknowledged to and before me that he executed said instrument under oath, and for the purposes therein expressed. Witness my hand and official seal in the County and State last aforesaid this day of , 2015. PRINTED, STAMPED OR TYPED SIGNATURE OF NOTARY PUBLIC NAME OF NOTARY PUBLIC STATE OF FLORIDA Personally Known Produced I.D. Type of I.D. Produced: My Commission Expires: Page 4 of 5 JMS: Doc. No.: IN WITNESS WHEREOF, the parties hereto have executed this A.mendment No. 6 to the Agreement on the day and year first above written. ATTEST: City of Miami, a municipal corporation of the State of Florida Todd Hannon, City Clerk Date: APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE ) By: Daniel J. Alfonso City Manager Before me, the undersigned authority, personally appeared, Daniel J. Alfonso as, City Manager of the City of Miami, to me well known to be the person described in and who executed the foregoing instrument and who acknowledged to and before me that he executed said instrument under oath, and for the purposes therein expressed. Witness my hand and official seal in the County and State last aforesaid this day of 2015. PRINTED, STAMPED OR TYPED SIGNATURE OF NOTARY PUBLIC NAME OF NOTARY PUBLIC STATE OF FLORIDA Personally Known Produced I.D. Type of I.D. Produced: My Commission Expires: Page 5 of 5 JMS: Doc, No.: