HomeMy WebLinkAboutCRA-R-23-0059 Exhibit AEXHIBIT "A"
SECOND AMENDMENT TO THE AMENDED AND RESTATED
MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT
SECOND AMENDMENT TO THE AMENDED AND RESTATED
MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT
THIS SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED MIAMI
WORLDCENTER ECONOMIC INCENTIVE AGREEMENT (this "Amendment") is made as of
the day of , 2023 (the "Effective Date") by and between the
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the
"CRA"); and MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability company
("MWC Holdings"); and is joined by 55 NE 6th ACQUISITION LLC, a Delaware limited liability
company, and 61 NE 9TH STREET, LLC, a Delaware limited liability company, (together, the
"Joining Landowners") for the purposes herein set forth.
RECITALS:
A. MWC, as Incentive Payment Administrator under Section 4.2.3, and the CRA
entered into that certain Amended and Restated Miami Worldcenter Economic Incentive
Agreement which was recorded February 24, 2017, in Official Records Book 30433, at Page 4958
of the Public Records of Miami -Dade County, Florida (the "Original Agreement"), as amended by
that certain First Amendment to the Amended and Restated Miami Worldcenter Economic
Incentive Agreement which was recorded November 11, 2021, in Official Records Book 32850,
at Page 4845 of the Public Records of Miami -Dade County, Florida (the "First Amendment" and
together with the Original Agreement, the "Agreement").
B. The Landowners have substantially advanced the Project completing various
Improvements to the Property representing over $825 million in taxable value to date.
C. The Landowners (including the Joining Landowners for purposes of this
Amendment) are presently constructing additional Improvements to the Property representing
approximately $1.8 billion in future taxable value and are planning the future construction of
additional Improvements to the Property representing an additional $3 billion in taxable value, all
of which when completed will exceed the estimated taxable value set forth in Exhibit "B" of the
Original Agreement by more than threefold.
D. MWC and CRA wish to modify certain terms the Agreement as herein provided for
inter alia to include within the definition of "Property" under the Agreement those certain parcels
of land owned in fee by the Joining Landowners and more particularly described on Exhibit "A"
attached hereto and made a part hereof.
NOW, THEREFORE, in consideration of the receipt of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, MWC Holdings and the CRA (with
the joinder of the Joining Landowners) hereby agree as follows:
1. RECITALS. The Recitals to this Amendment are true and correct and incorporated
herein by reference and made part hereof.
2. DEFINED TERMS.
A. All terms not defined in this Amendment shall have the meaning ascribed
to said terms in the Agreement.
B. The term "Completion Date" shall have the meaning ascribed to such term
in paragraph 4.2.2 of this Amendment.
C. The term "Landowners" shall mean the Landowners as described under the
Agreement and, in addition, 55 NE 6th Acquisition LLC, a Delaware limited liability company
("55 Acquisition"), and 61 NE 9TH STREET, LLC, a Delaware limited liability company ("61 NE
9th Street").
D. The term "Project," as described under the Agreement, shall be revised to
mean any and all Improvements that may be constructed on the Property from time to time.
E. The following terms defined in the Agreement shall be deleted: (i)
paragraph 2.47 "Phase"; (ii) paragraph 2.48 "Phase I"; (iii) paragraph 2.49 "Phase II"; and (iv)
paragraph 2.50 "Phase I Completion".
3. PUBLIC BENEFIT COMMITMENTS. Section 3.1.5 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"3.1.5 Retail Opportunities at Project. As a further inducement for the
CRA to enter into this Agreement, Landowners of those tracts constituting part of the Project shall
use commercially reasonable efforts to work with the CRA to situate not less than a total of two
(2) CRA-supported, restaurant or retail concept tenants within he retail spaces forming part of the
Project on terms mutually agreeable to both the Landowners and the CRA. Such prospective tenant
shall be subject to the same qualifications and standards as any other retail tenant within the
Project, but such Landowner shall provide such prospective tenants with a rent concession of
twenty percent (20%) off the then applicable market rent for similar space for the term of such
lease."
4. DEVELOPMENT INCENTIVE. Section 4.1, Section 4.2, Section 4.2.1, and
Section 4.2.2 of the Agreement are hereby amended and restated in its entirety to read as follows:
"4.1 Development of Project. Master Developer anticipates that the
Project shall be constructed as individual Improvements on the Property. Master Developer further
anticipates that the assessed value of the Improvements on the Property will exceed Two Billion
and No/100 Dollars ($2,000,000,000.00) (the "Anticipated Development Value"). Master
Developer estimates that the Anticipated Development Value will generate approximately
Twenty -Three Million and No/100 Dollars ($23,000,000.00) in the aggregate in Incremental TIF
for the entirety of the Project.
Landowners and Incentive Payment Administrator each acknowledge and agree
that they bear the entire risk under this Agreement if the Project is valued at less than the
Anticipated Development Value and/or is not developed within the time frame anticipated by the
Master Developer resulting in the share of the Incremental TIF payable to the CRA pursuant to
this Agreement being less than anticipated by Master Developer. Landowners (for themselves and
on behalf of their successors and assigns), and the Incentive Payment Administrator, acknowledges
and agrees that the CRA shall have no liability to the Landowners and Incentive Payment
Administrator if the Anticipated Development Value as estimated by the Master Developer and
Landowners prove to be inaccurate, the same shall not relieve Landowners and Incentive Payment
Administrator of their respective obligations pursuant to this Agreement.
4.2 Development Incentive. Subject to CRA Approval, City Approval
and County Approval, and starting after Substantial Completion of any Improvement on the
Property, the CRA agrees to pay to the Incentive Payment Administrator a percentage of the
Incremental TIF as follows:
4.2.1 Payment of Incremental TIF. On an annual basis for each
calendar year during the Term, commencing after the Base Year and after Substantial Completion
of any Improvement on the Property, the CRA shall pay to the Incentive Payment Administrator
an incentive payment equal to Fifty -Seven Percent (57%) of the Incremental TIF (the "Incentive
Payment"). All Incentive Payments shall be due and payable within thirty (30) days of the CRA's
receipt of the Incremental TIF.
4.2.2 Reduction to Incentive Payment. In the event that
Improvements to the Property completed by the Landowners have not achieved the Anticipated
Development Value by January 31, 2031 (hereinafter, the "Completion Date"), then the Incentive
Payment for Improvements to the Property completed after the Completion Date (but only the
Incentive Payment for such Improvements) shall be subject to the following reductions: (i) by ten
percent (10%) if the Anticipated Development Value has not been achieved by January 31, 2031
but is achieved by January 31, 2032; (ii) by twenty percent (20%) if the Anticipated Development
Value is not achieved by January 31, 2032 but is achieved by January 31, 3033; and (iii) by thirty
percent (30%) if the Anticipated Development Value is not achieved by January 31, 2033 but is
achieved by January 31, 3034. If the Anticipated Development Value is not achieved by January
31, 2034, then any and all Improvements to the Project completed thereafter (but only such
Improvements) shall not be entitled to any Incremental TIF."
5. JOINDING LANDOWNERS. By signature below, each of 55 Acquisition and 61
NE 9th Street agrees to subject the parcel(s) in fee owned by such Joining Landowner (and more
fully described in Section 5 hereof) to the terms and conditions of the Agreement as hereby
amended.
6. LEGAL DESCRIPTION OF PROPETY. Exhibit "A" to the Agreement is hereby
amended to include the following additional parcels:
The Land owned as of the date hereof by 55 Acquisition, being:
Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1090)
The South 120 feet of Lot 15, Block 58, NORTH CITY OF MIAMI, according to
the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of
Miami -Dade County, Florida.
Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1100)
The South 120 feet of Lots 16 & 17, Block 58, NORTH CITY OF MIAMI,
according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida.
Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1110)
The South 120 feet of Lot 18, Block 58, NORTH CITY OF MIAMI, according to
the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of
Miami -Dade County, Florida."
The Land owned as of the date hereof by 61 NE 9th Street, being:
Parcel K-11.5 (Folio No. 01-0102-030-1190)
Lot 18, in Block 23, of NORTH CITY OF MIAMI, according to the Plat thereof,
as recorded in Plat Book `B," at Page 41 of the Public Records of Miami -Dade
County, Florida.
The following parcels shall be removed from Exhibit "A" to the Agreement:
"Parcel H-1 (Folio No. 01-0101-080-1010)
The North 125 feet of Lots 1 and 2, Block 18 North, City of Miami, according to
the plat thereof, as recorded in Plat Book B, at Page 41 of the Public Records of
Miami -Dade County, Florida, LESS the east 10 feet of Lot 1.
Parcel H-2 (Portion of Folio No. 01-0101-080-1011
The South 25 feet of Lots 1 through 5, the North 12.5 feet of Lot 15, the North 25
feet of Lot 16, and the North 12.5 feet of Lots 19 and 20, Block 18 North, City of
Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41 of the
Public Records of Miami -Dade County, Florida."
7. REPRESENTATION OF LANDOWNERS. Each Joining Landowner makes the
following representations to the CRA as follows:
6.1 Such Landowner is a limited liability company, duly organized and validly
existing under the laws of its state of formation and has full power and capacity to own its
properties, to carry on its business as presently conducted, and to enter into the transactions
contemplated by the Agreement, as hereby amended.
6.2 Such Landowner's execution, delivery and performance of this Amendment
has been duly authorized by all necessary company actions and does not conflict with or constitute
a default under any indenture, agreement or instrument to which such Landowner is a party or by
which it may be bound.
6.3 This Amendment constitutes the valid and binding obligation of such
Landowner, enforceable against such Landowners in accordance with its terms, subject to
bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.
6.4 Such Landowner owns fee simple title to all of the real properties described
in Section 5 of this Amendment as being owned by such Landowner.
8. REPRESENTATIONS OF INCENTIVE PAYMENT ADMINISTRATOR. MWC
Holdings makes the following representations to the CRA:
8.1 MWC Holdings is a limited liability company duly organized and validly
existing under the laws of its state of formation and has full power and capacity to own its
properties, to carry on its business as presently conducted, and to enter into the transactions
contemplated by this Amendment.
8.2 MWC Holdings' execution, delivery and performance of this Amendment
has been duly authorized by all necessary company actions and does not conflict with or constitute
a default under any indenture, agreement or instrument to which such entity is a party or by which
it may be bound.
8.3 This Amendment constitutes the valid and binding obligations of MWC
Holdings, enforceable against MWC Holdings in accordance with its terms, subject to bankruptcy,
insolvency and other similar laws affecting the rights of creditors generally.
9. REPRESENTATIONS OF THE CRA. The CRA makes the following
representations to the Landowners and MWC Holdings:
9.1 The CRA is duly organized and validly existing under the laws of its state
of formation and has full power and capacity to own its properties, to carry on their business as
presently conducted, and to enter into the transactions contemplated by this Amendment.
9.2 The CRA's execution, delivery and performance of this Amendment has
been duly authorized by all necessary company actions and does not conflict with or constitute a
default under any indenture, agreement or instrument to which such entity is a party or by which
it maybe bound.
9.3 This Amendment constitutes the valid and binding obligations of the CRA,
enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and
other similar laws affecting the rights of creditors generally.
10. Governing Law. This Amendment shall be governed and construed in accordance
with the laws of the State of Florida.
11. Counterparts; Facsimile. This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which, when taken
together, shall be deemed to constitute one and the same agreement.
12. Successors and Assigns. This Second Amendment shall be binding upon, and shall
inure to the benefit of the Joining Landowners, MWC Holdings and the CRA, and their respective
legal representatives, successors in interest and permitted assigns.
13. No Other Changes & Ratification. Except as modified by this Second Amendment,
the Agreement, the Amendment and all the covenants, agreements, terms, provisions and
conditions thereof shall remain in full force and effect and hereby ratified and affirmed. The
parties agree that this Second Amendment constitutes the full and complete understanding of the
parties with respect to desired modifications to the Agreement, as modified by the Amendment
and this Second Amendment, are ratified, reaffirmed, and shall remain in full force and effect.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS hereof the parties have executed this Amendment as of the date first above
written.
JOINING LANDOWNER:
55 NE 6TH ACQUISITION LLC, a
Delaware limited liability company
WITNESS: By:
David Arditi
Manager
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2023, by means of o physical presence or o on-line notarization, by David
Arditi as Manager of 55 NE 6th Acquisition LLC, a Delaware limited liability company, on behalf
of the company, who is personally known to me or has produced as
identification.
Notary Public, State of Florida
My Commission Expires:
JOINING LANDOWNER:
61 NE 9TH STREET, LLC, a Delaware
limited liability company
WITNESS: By:
Daniel Kodsi
Manager
Print Name:
Print Name:
STATE OF FLORIDA
)
)
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
, 2023, by means of ❑ physical presence or ❑ on-line notarization, by Daniel
Kodsi as Manager of 61 NE 9th Street, LLC, a Delaware limited liability company, on behalf of
the company, who is personally known to me or has produced as
identification.
Notary Public, State of Florida
My Commission Expires:
INCENTIVE PAYMENT
ADMINISTRATOR
MIAMI WORLDCENTER HOLDINGS,
LLC, a Delaware limited liability company
By: PWV GROUP 1 HOLDINGS, LLC,
a Delaware limited partnership, its
Manager
WITNESS: By:
Nitin Motwani
Authorized Signatory
Print Name:
Print Name:
STATE OF FLORIDA
)
)
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
, 2023, by means of ❑ physical presence or ❑ on-line notarization, by Nitin
Motwani as Authorized Signatory of PWV Group 1 Holdings, LLC, a Delaware limited liability
company, as manager of Miami Worldcenter Holdings, LLC, a Delaware limited liability
company, on behalf of the companies, who is personally known to me or has produced
as identification.
Notary Public, State of Florida
My Commission Expires:
WITNESS:
Print Name:
Print Name:
Date:
STATE OF FLORIDA
)
COUNTY OF MIAMI-DADE
)
)
CRA
SOUTHEAST OVERTOWN/PARK
WEST COMMUNITY
REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant
to Sec.163.356, Fla. Statutes
By:
James McQueen
Executive Director
The foregoing instrument was acknowledged before me this day of
, 2023, by means of ❑ physical presence or ❑ on-line notarization, by James
McQueen, Executive Director of the Southeast Overtown/Park West Community Redevelopment
Agency, a public agency and body corporate created pursuant to Section 163.356, Fla. Statutes, on
behalf of the agency, who is personally known to me or has produced
as identification.
Notary Public, State of Florida
My Commission Expires: