HomeMy WebLinkAboutCRA-R-20-0005Southeast Overtown/Park West
Community Redevelopment Agency
Legislation
CRA Resolution: CRA-R-20-0005
819 NW 2"d Ave
3rd Floor
Miami, FL 33136
www.seopwcra.com
File Number: 7480 Final Action Date:5/28/2020
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH
ATTACHMENT(S), RATIFYING THE FIFTH AMENDMENT AND SIXTH
AMENDMENT, AND AUTHORIZES THE EXECUTION OF THE SEVENTH
AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AND DOWNTOWN RETAIL ASSOCIATES, LLC, ATTACHED AND
INCORPORATED HEREIN AS EXHIBIT "A", EXHIBIT "B", AND EXHIBIT "C"
RESPECTIVELY, FOR THE DISPOSITION AND DEVELOPMENT OF BLOCK 55;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL
DOCUMENTS REQUIRED TO CONSUMMATE THE TRANSACTION.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is
a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible
for carrying out community redevelopment activities and projects within its Redevelopment Area in
accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and
WHEREAS, Florida Statutes, Section 163.370(2)(e)(4) of the Community Redevelopment Act
authorizes the disposal of real property; and
WHEREAS, Section 2, Goal 3 on page 11 of the Plan lists the "creat[ion of] infill housing,
diversity in housing types, and retaining affordable housing, as a stated redevelopment goal; and
WHEREAS, Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the
community" and "improving quality of life for residents" as stated redevelopment goals; and
WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "[t]he
neighborhood... retain access to affordable housing..." as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "employment
opportunities be made available to existing residents..." as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan further provides that in order to
"address and improve the neighborhood economy and expand economic opportunities of present and
future residents and businesses [,] [it] is necessary to] support and enhance existing businesses
and... attract new businesses that provide needed services and economic opportunities..." as a stated
redevelopment principle; and
WHEREAS, on October 1, 2018 the Block 55 Development Agreement was executed, which was
amended by Amendment dated November 21, 2018, by Second Amendment dated April 17, 2019, by the
Third Amendment dated September 26, 2019 and by the Fourth Amendment dated as of December 20,
2019 (collectively, the "Development Agreement"), all of which have been previously approved by the
CRA Board of Commissioners; and
City of Miami Page 1 of 4 File ID: 7480 (Revision: A) Printed On: 9/4/2025
File ID: 7480 Enactment Number: CRA-R-20-0005
WHEREAS, Block 55 will be developed as a mixed -use development consisting of not less than
250,000 square feet of retail, office, restaurant and entertainment uses, and not less than 500 residential
units (collectively the "Project"), with twenty percent (20%) of the units to be provided to residents
earning fifty percent (50%) or less of the Miami -Dade County Area Median Income; and
WHEREAS, the Fifth Amendment, attached hereto and incorporated herein as Exhibit "A", was
executed as of March 18, 2020, and contains, in part, the following modifications:
• Payment of Incremental Tax Increment Financing ("TIF"): As a development incentive, the CRA
shall pay to Developer an incentive payment equal to up to 70% of the incremental TIF generated
from this specific Project only, and with use limitations.
• Affordable Housing: The Developer has agreed that not less than twenty percent (20%) of the
residential units in the Project or approximately 154 units, consisting of a mix of studio and one -
bedroom units, will be made available to individuals and families earning fifty percent (50%) or
less of the Miami -Dade County Area Median Income.
• Retail Opportunity for CRA: The Developer will make available approximately 1,000 rentable
square feet for a CRA supported business at 50% of the average total rent. This space will be
available for a CRA sponsored tenant for the duration of the life of the CRA.
• Space for City/CRA: The Developer will make available to the City or the CRA approximately
1,000 square feet of rentable space at $1.00 per year for use as a police substation Neighborhood
Enhancement Tenant office, or such other use specified by the CRA for the life of the CRA.
• Extension Fee Dates: The Fifth Amendment provides that the Second Closing Extension Deposit
in the amount of $500,000, which is credited against the purchase price, and the Second
Additional Consideration in the amount of $300,000, which does not get credited against the
purchase price, shall be due on or prior to the Closing Date of March 31, 2020 instead of March
20, 2020.
• Assignment Prior to Closing: Developer has the right to assign the Development Agreement to,
and the CRA agrees to convey the Property to, a new limited liability company to be formed to
own the Property ("Property Owner"), which is 100% owned by a second new limited liability
company ("Holdings"), provided that (i) Holdings is the sole member and owner of Property
Owner, (ii) Developer owns at least 63% of the ownership interests of Holdings, (iii) an entity
controlled by David Martin and Pedro Martin ("Terra Entity") owns the balance of the ownership
interests of Holdings, (iv) Michael Swerdlow or an entity he controls retains all decision making
in respect of Holdings and Property Owner except for certain major decisions, (v) Developer
provides copies of the organizational documents of Property Owner and Holdings confirming the
ownership and management and (vi) Terra Entity confirms that it has not paid cash consideration
for its interest in Holdings, provided that Terra Entity may receive a credit to its capital account
for expenses paid by Terra Entity.
• Community Development District: The CRA has agreed to support establishing a community
development district with respect to the Project; and
WHEREAS, the Sixth Amendment, attached hereto and incorporated herein as Exhibit "B", was
executed as of March 31, 2020, and contains, in part, the following modifications:
• Extension Fees: The Sixth Amendment provides that the Second Closing Extension Deposit in
the amount of $500,000, which is credited to the purchase price, and the Second Additional
Consideration in the amount of $300,000, which does not get credited to the purchase price, shall
City of Miami Page 2 of 4 File ID: 7480 (Revision: A) Printed on: 9/4/2025
File ID: 7480 Enactment Number: CRA-R-20-0005
be paid on the Closing Date instead of March 20, 2020. Michael Swerdlow has guaranteed these
payments.
• Closing Date: The Closing Date has been extended to April 30, 2020; however (i) the Developer
shall have the right to extend the Closing Date through June 1, 2020, and if closing has not
occurred on or before April 30, 2020, in which case, an extension fee of $100,000, which is not
credited to the Purchase Price, shall be earned by the CRA, and Developer shall pay the above
extension fee on the Closing Date, as the same may be extended; and (ii) the Developer shall
have the additional right to extend the Closing Date through June 30, 2020, conditioned delivery
of written notice (which notice may be by email) to the CRA on or before June 1, 2020 and upon
Developer paying to the CRA an additional extension fee of $100,00, which is not credited to the
Purchase Price and which shall be earned by the CRA as of the date of such extension but payable
on the Closing Date.
• Assignment Prior to Closing: The assignment provisions of the Fifth Amendment are amended
and restated so that the Developer has the right to assign the Development Agreement to, and the
CRA agrees to convey the Property to, a new limited liability company to be formed to own the
Property ("Property Owner"), and a new limited liability company to be the sole member and
owner of the Property Owner ("Member"), provided that Property Owner is one hundred percent
(100%) owned by Member and Member is one hundred percent (100%) owned by Developer.
The CRA agrees to convey the Property to the Property Owner at closing provided that (a) the
Developer is the sole member and owner of Member, (b) Member is the sole member and owner
of Property Owner and (c) Michael Swerdlow or an entity he controls retains all decision making
with respect to Developer, Member and Property Owner, except for certain major decisions; and
WHEREAS, the Seventh Amendment, attached hereto and incorporated herein as Exhibit "C",
contains, in part, the following modifications:
• Extension of Closing Date: The Developer exercises its additional right to extend the Closing
Date through June 30, 2020 in accordance with the Sixth Amendment. The May Extension Fee
and June Extension Fee (each, as defined in the Sixth Amendment) are deemed earned by the
CRA and are payable on the Closing Date. The Developer and the CRA further agree to extend
the Closing Date through September 30, 2020; provided that closing may occur on an earlier date
at Developer's election and upon not less than ten (10) days' prior written notice to the CRA of
such earlier date;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK 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 ratifies the Fifth Amendment, Sixth
Amendment, and authorizes the execution of the Seventh Amendment to the Development Agreement
between the Southeast Overtown/Park West Community Redevelopment Agency and Downtown Retail
Associations, LLC for the disposition and development of Block 55, 249 NW 6th Street, Miami, FL
(Folio No. 01-0105-050-1120) as attached hereto and incorporated herein as Exhibit "A", Exhibit "B",
and Exhibit "C" respectively, and ratifies and reaffirms the terms of the Development Agreement.
City of Miami Page 3 of 4 File ID: 7480 (Revision: A) Printed on: 9/4/2025
File ID: 7480
Enactment Number: CRA-R-20-0005
Section 3. The Executive Director is authorized to execute any and all documents required
to consummate the transaction contemplated by the Development Agreement as amended, including,
without limitation, a special warranty deed conveying Block 55 (Folio 01-0105-050-1120) to Downtown
Retail Associates, LLC or its permitted assigns in accordance with the terms of the Development
Agreement, as amended.
Section 4. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
iver, E -cutive Director
t ff Counsel
9/1/2020
City of Miami Page 4 of 4 File ID: 7480 (Revision: A) Printed on: 9/4/2025