HomeMy WebLinkAboutAmendment No. 1 to Vacation Agreement with AR&J SOBE, LLC
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AMENDMENT NO.1
TO THE VACATION AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
AR&J SOBE, LLC
DATED FEBRUARY 23, 2005
This Amendment No.1 to the Agreement made and entered this I)~ay of July, 2006, by and
between the CITY OF MIAMI BEACH, a Municipal Corporation existing underthe laws of the State
of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida
33139 (hereinafter referred to as CITY), and AR&J SOBE, LLC., a Florida limited liability
corporation having offices at 2665 South Bayshore Drive, Suite 1200, Coconut Grove, FL 33133
(hereinafter referred to as DEVELOPER).
RECITALS
A. AR&J Sobe, LLC (Develofer) anticipates constructing a project on the land
bordered by 5th Street, 6 Street, Alton Road and Lenox Avenue, (which
includes the Alley, as defined below) containing a grocery store and other
retail, commercial, office and/or restaurant uses and parking garage (the
Project).
B. On February 23, 2005, in consideration of the public benefits provided by
Developer, the Mayor and City Commission adopted Resolution No. 2005-
25827, approving and authorizing the vacation of the City's rights to an
alley located adjacent to the proposed Project (the Alley).
C. Developer and City agreed to the terms and conditions for vacating the
Alley; Resolution No. 2005-25827 also approved and authorized the parties
to execute a Vacation Agreement.
D. Additionally, on May 18, 2005, in consideration of the public benefits
provided by Developer, the Mayor and City Commission adopted
Resolution No. 2005-25899, approving and authorizing a Development
Agreement for the Project by and between the City and Developer.
NOW. THEREFORE. the parties hereto. and in consideration of the mutual promises, covenants,
agreements, terms, and conditions herein contained, and other good and valuable consideration,
the respect and adequacy are hereby acknowledged, do agree as follows:
1. ABOVE RECITALS
The above recitals are true and correct and are incorporated as a part of this Amendment
NO.1.
2. MODIFICATIONS
Paragraphs 4(a) and 4(b) of the Vacation Agreement between the City and Developer,
dated February 23, 2005, are amended, respectively, as follows:
A. Paragraph 4(a) of the Vacation Agreement is amended as follows:
(a) In the event that Developer shall not have entered into a Grocery Lease, as that
term is defined in Paragraph 2 of this Agreement, (i) on before the Outside Date
(which shall be defined as the date which is eighteen (18) months after the
Eeffective DElate of the tRi& Develooment Agreement (the Effective Date of the
Develooment Aoreement between the oarties is Mav 18. 2005) or the date of
Commencement of Construction as that term is defined in the Development
Agreement (the Construction Commencement Date), whichever is ear1ier), which
unconditionally (except for typical contingencies for Substantial Completion and
performance by Developer of its construction obligations under the Grocery Lease)
obligates Developer to lease not less than 40,000 square feet (although
approximately 44,000 square feet is contemplated) to a national or regional grocery
store for use as a grocery supermarket and which obligates the tenant (under the
Grocery Lease) to initially open for business as a grocery supermarket in the entire
Grocery Lease Premises upon substantial completion of construction; or
B. Paragraph 4(b) of the Vacation Agreement is amended as follows:
(b) In the event Developer shall not have Commenced Construction of the Project on
or before September 1'" 2906, the Outside Date. as that term is defined in the
Develooment Aareement and re-stated in subsection 4(a) above, subject to
extension for Unavoidable Delays, or the first construction draw funding of
Developer's Project construction loan has not occurred within six (6) months after
Commencement of Construction, subject to extension for Unavoidable Delays (but,
in respect to the condition for funding of the first Project construction draw, the
reverter of the Alley shall abate as long as construction is proceeding and shall be
deemed waived upon funding of the first Project construction draw, whenever it
occurs); or
3. OTHER PROVISIONS.
All other provisions of the Agreement, as amended, are unchanged.
4. DEFINED TERMS.
Capitalized terms shall have the same meaning as set forth in the Agreement unless
otherwise defined herein.
5. RATIFICATION.
The CITY and DEVELOPER ratify the terms of the Vacation Agreement, as amended by
this Amendment No.1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1 to be
executed in their names by their duly authorized officials as 0 e date first set forth above.
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ATTeST:
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David Dermer
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DEVELOPER:
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By
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APPROVED AS TO
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