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HomeMy WebLinkAboutSEOPW-CRA-R-03-0004• SEOPW/CRA ITEM 6 RESOLUTION NO. 0 3 ` 04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK * WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE BOND COUNSEL TO REVIEW DOCUMENTS PERTAINING TO THE LOAN MADE TO.. THE GRAN CENTRAL CORPORATION, ISSUED ON JANUARY 20, 1988, TO ASCERTAIN COMPLIANCE WITH SAID LOAN REQUIREMENTS AND COVENANTS. WHEREAS, the Board of the Directors is desirous of evaluating all outstanding debts of the CRA; and WHEREAS, as a part of the evaluation, the Bond Counsel will examine all outstanding debts related to or where increment funds may be committed. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OFSDIRECTORS 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 incorporated herein as if fully set forth in this Section. Section 2. The CRA Board hereby authorizes the Bond Counsel to review documents pertaining to the loan made to the SE®PW/CRA 03- 04 • Gran Central Corporation, issued on January 20, 1988, to ascertain compliance with said loan requirements and covenants. PASSED AND ADOPTED this 27th day of January, 2003. ARTHUR E. TEELE, JR. CHA MAN ATTEST: y, X9, PRISCILLA A. THOMPSON, CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: DITO VILARELLO, CI ATTORNEY EOPW/CRA R-03-04:ELF Page 2 of 2 SEOpW/CRA 03- 0 YEGt9��i� l—r � oration � ranentral One Malaga a Street St: AUg u. ine FL 32085-1048 1 904/829-3421 - t 1 . September 25, 1989 File: 55-1/GC Tower (.Advances to City) Mr. Herbert J. Bailey, Assistant City Manager, City of Miami, P. 0. Box 330708, Miami, FL 33233-0708. Dear Mr. Bailey: As you know, the City of Miami has, during the last two years, requested grant and loan payments from Gran Central under our Loan Agreement dated January 20, 1988. My records indicate the following has been requested and paid under this Agreement, and I will appreciate your confirming that records are in agreement: GRANT LOAN TOTAL • January, 1988 $1,395,122.50 $1,395,122.50 $2,790,245.00 February, 1988 21,085.03 21,085.03 42,170.06 April, 1988 18,254.98 18,254.98 36,509.96 July, 1988 1,870.11 1,870.11 3,740.22 August, 1988 - 56.00 56.00 October, 1988 1,850.00 1,850.00 3,700.00 November, 1988 250,000.00 250,000.00 500,000.00 November, 1988 20,625.00 20,625.00 41,250.00 Totals $1,708,807.62 $1,708,863.62 $3,417,671.24 The amount shown under Loan is, of course, subject to refund under terms of the January 20, 1988 Agreement, and I assume your records have been set up to capture funds as and when available for repayment. Your cooperation is appreciated. Sincerely yours] C. F. Zellers•; Jr., President i CFZ:b • SE®PW / CRA 03- 004 . January 29, 1988 MEMORANDUM OF LEGAL PAPERS $3,000,000 The City of Miami, Florida Capital Improvement Bond Three (3) original transcripts and seven (7) photocopy tran- scripts are to be prepared for distribution as follows: (1) City Manager of The City of Miami, Florida (the "City Manager") (1) Department of Development of The City of Miami, Florida (the "Department of Development") (1)* Department of Finance of The City of Miami, Florida (the "Department of Finance") • (1)* City Attorneys' Office of The City of Miami, Florida (the "City Attorney") (1)* City Clerk's Office of The City of Miami, Florida (the "City Clerk") (1)* County Attorneys' Office of Metropolitan . Dade County, Florida (the "County Attorney") (1)* Clerk of the Board of County Commissioners of Metropolitan Dade County, Florida (the "County Clerk") (1)* Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A. ("Bond Counsel") (1) Gran Central Corporation ("GCC") (1)* Charles Evans, Esq. ("Counsel to GCC") * Indicates photocopy sets. SEOPW/ CRA 03- 004 • The closing for The City of Miami, Florida Capital Improve- ment Bond (the "Bond") is scheduled for 10:00 a.m., Friday, Janu- ary 29, 1988 at the offices of Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A., 1401 Brickell Avenue, Miami, Florida. All documents are to be physically presented at such time (3 originals and 7 duplicates) and, unless otherwise indicated, dated such date. All closing documents shall be deemed delivered in escrow subject to satisfaction of all closing conditions as to legal delivery. First drafts of all opinions, certificates and corporate actions listed herein are to be distributed to .the various members of the working group on or prior to Friday, January 22, 1988, and initial comments to such documents should be given during a conference call to be held at 2:00 p.m. on Monday, January 25, 1988; revised versions of such documents should be redistributed in blacklined form for receipt on or prior to Wed- nesday, January 27, 1988 and final comments should be given by telephone at or before 1:00 p.m. on Thursday, January 28, 1988. r: • -2- SE®PW/CRA 004 • 0 i Closing Documents of the City 1. Officers and Seal Certificate of The City of Miami, Florida (the "City"). (Bond Counsel to provide form to City Clerk) 2. Certified copy of City Resolution No. 87-449 authorizing the execution of a loan agreement between the City and GCC (the "Loan Agreement") to provide funds for the acquisition of a 17,850 sq. ft. parcel located at 104 N.W. 1st Avenue. (City Clerk) 3. Certified copy of City Resolution No. 85-1143 approving an addendum to the Southeast Overtown/Park West Community Redevelopment Plan (the "Redevelopment Plan") to extend the boundaries of the Overtown/Park West Community Redevelopment area. (City Clerk) 4. Certified copy of City Resolution No. 83-187 approving 'the form and execution of an interlocal cooperation agreement (the "Interlocal Agreement") between the City and Metropoli- tan Dade County, Florida (the "County") to establish respon- sibilities for the implementation .of the Southeast Over- town/Park West Redevelopment Project. (City Clerk) • 5. Certified copy of City Resolution No. 85-395 approving the form and execution of an amendment to the Interlocal Agree- ment. 6. Certified copy of City Resolution No. 82-755 approving the Redevelopment Plan. (City Clerk) 7. Executed copy of the Interlocal Agreement, as amended. (Department of Development) 8. Executed copy of the Loan Agreement. (Bond Counsel) 9. Certificate of the City Clerk that all proceedings related to the issuance of the Bond remain in force and effect, without change. (Bond counsel to provide form to City Clerk) 10. Certificate of City Manager and Director of Finance respect- ing the Loan Agreement, as required by Section 6(d)(5) of the Loan Agreement. (Bond Counsel to provide form to the City Manager and Director of the Department of Finance) SEOPW / CRA 03- 004 is • 11. Certificate of Delivery and Payment. (Bond Counsel to pro- vide form to the Director of the Department of Finance) 12. Specimen Bond. (Bond Counsel) 13. Opinion of City Attorney respecting due authorization, exe- cution, delivery and enforceability of the Loan Agreement. (City Attorney) 14. Unqualified legal opinion of Bond Counsel respecting legal- ity of the Loan Agreement and the Bond. (Bond Counsel) 15. Notice of Sale to Division of Bond Finance of the State of Florida. (Bond Counsel) - 4 - SEOPW/CRA 0 is 13 Closing Documents of the County 16. Certified copy of County Resolution No. 66-88 approving the City's execution of the Loan Agreement and the terms and conditions thereof. (County Clerk) 17. Certified copy of County Resolution No. 63-86 approving an amendment to the Redevelopment Plan to expand its boundaries and change its land use categories. (County Clerk) 18. Certified copy of County Resolution, No..96-85 approving the form and execution of an amendment to the Interlocal Agree- ment. (County Clerk) 19. Certified copy of County Resolution No. 467-83 approving the form and execution of the Interlocal Agreement. (County Clerk) 20. Certified copy of County Ordinance No. 82-115 providing for delegation of powers to the City for implementation of the Redevelopment Plan and for establishing the Southeast Overtown/Park West Redevelopment Trust Fund. (County Clerk) 21. Certified copy of County Resolution No. 1677-82 approving the Redevelopment Plan. (County Clerk) 22. Certificate of the County Clerk that all proceedings related to the issuance of the Bond remain in force and effect, without change. (Bond Counsel to provide form to County Clerk) - 5 - SEOPW / CRA 03-- 004 0 Closing Documents of GCC 23. Certified copy of the Articles of Incorporation and Bylaws of GCC. (GCC) 24. Certificate of the Secretary of State of Florida with respect to the good standing of GCC in the State of Florida. (Counsel.to GCC) 25. Certificate of GCC as to incumbency and execution of documents. (Bond Counsel to provide form to GCC). 26. Certificate of the Chairman of the Board of Directors of GCC and the President of GCC, or other appropriate officers of GCC, that corporate actions related to authorization for the execution of the Loan Agreement and the transactions related thereto remain in force and effect, without change. (Bond Counsel to provide form to GCC) 27. Certificate of officers of GCC respecting the Loan Agree- ment, as required by Section 7(c)(6) of the Loan Agree- ment. (GCC) 28. Receipt for the Bond. (Bond Counsel to provide form to GCC) 29. Opinion of Counsel to GCC respecting due authorization, execution, delivery and enforceability of the Loan Agree- ment. (Counsel to GCC) • - 6 - SEOPW/CRA, 004 ' LOAN AGREEMENT On January 20, 1988, the Gran Central Corporation, a Florida corporation ("GCC") and The City of Miami, a Florida municipal corporation (the "City"), entered into this Loan Agreement (.this "Loan Agreement"). Upon execution and delivery of this Loan Agreement by the parties hereto, it shall be binding upon the City and GCC. 1. Definitions. In addition to terms defined elsewhere in this Loan Agreement, the following terms have the meanings indicated, which meanings shall be equally applicable to both the singular and the plural forms of such terms: 0 "Acquisition" shall mean the acquisition by purchase, through condemnation proceedings or otherwise, of the land and building located on the Northwest corner of Northwest First Street and Northwest First Avenue within the Redevelopment Area, which acquisition shall be. considered completed on the day that title to such land and building is transferred to the City or GCC. "Acquisition Agreement" shall mean the agreement dated June 26, 1987, entered into by and between the City, GCC and Florida East Coast Railway Company wherein GCC, among other ---th-ings--agree-s--t-o--fu-nd—t-he---entire actual costs incurred in the Acquisition, for which funding GCC shall receive reimbursement from the City for 50% of such costs pursuant to the terms -of this Loan Agreement. "Bond" shall mean the Capital Improvement Bond deliv- ered by the City to GCC at the Closing in the principal amount of $3,000,000 to evidence the City's obligation to repay the Loan. "Borrowing" shall mean the drawing down by the City of all or a portion of the Loan on any given Borrowing Date pursuant to the terms and conditions of this Loan Agreement and the Bond. "Borrowing Date" shall mean the date as of which a Borrowing is consummated. "Business Day" shall mean a day on which commercial banks are open for business in Miami, Florida. "City" shall have the meaning assigned to that term in the introduction to this Loan Agreement. SE®PW/CRA 03- 004 • � w " Closing" shall mean the place and time provided in Section 5 of this Loan Agreement. "Commencement Date" shall mean the date of execution and delivery by the City of this Loan Agreement. "Commitment" shall mean the obligation of GCC to advance all or a portion of the Loan pursuant to the terms and conditions of this Loan Agreement and the Bond, which obligation shall begin on the Commencement Date and end .on the earlier of: (1) the day as of which the City gives written notice to GCC that the City does not intend to initiate any additional Borrowings, or (2) the day which is two (2) years after the completion of the Acquisition. "Control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the owner- ship of voting securities, by contract, or otherwise. "Designated Portion of the Redevelopment Area" shall mean the area generally bounded by the Metrorail on the 'west, Northwest First Street on the south, Miami Avenue on the east, and Northwest Fifth Street on the north, which was added to the Redevelopment Area by Resolution No. R-63-86, passed and adopted by the Board of County Commissioners of Dade County, Florida on . January 21, 1986. "Expenses" shall mean all costs incurred by the City associated with or related to the Acquisition, including, without limitation, all fees and expenses of counsel to the City and all costs and expenses incurred in connection with the preparation of any document and the performance of any obligation -related to the Loan and to this Loan Agreement. "GCC" shall have the meaning assigned to that term in the introduction to this Loan Agreement. "Gran Central Project" shall mean the property located adjacent to Northwest First Avenue between Northwest First Street and Northwest Eighth Street, Miami, Florida, which is owned by GCC or a Parent or Subsidiary of GCC on the date of execution and delivery of this Loan Agreement. "Loan" shall mean the amount advanced to the City by GCC, from time to time, pursuant to the terms of this Loan Agree- ment and the Bond, the aggregate principal amount of which shall be applied to finance 50% of the cost of the Acquisition and which shall not exceed $3,000,000 or, where the context so requires, the amount thereof then outstanding. • 2 SEOPW/CIA 004 "Loan Agreement" shall mean this Loan Agreement, as such agreement may, from time to time, be amended. "Parent" shall mean a Person that directly or indi- rectly, through one or more intermediaries, Controls the Person specified. "Payment Date" shall mean - the day which is one year after the day upon which the Commitment expires and the same day in each year thereafter. "Person" shall mean any natural person, corporation, unincorporated organization, trust, joint-stock company, joint venture, association, company, partnership or government, or any agency or political subdivision of any government. "Redevelopment Area" shall mean the Southeast Over- town/Park West Redevelopment Area as created by Resolution No. 82-755 and Resolution No. 85-1143, passed and adopted by the City Commission on July 29, 1982 and November 26, 1985, respectively, and by Resolution No. R-1677-82 and Resolution No. R-63-86, passed and adopted by the Board of County Commissioners of Dade County, Florida on December 7, 1982 and January 21, 1986, respec- tively. "Subsidiary" shall mean any Person that is under the . Control of GCC or a Wholly -Owned Subsidiary during the term of this Loan Agreement, as well as all Subsidiaries and other Persons, in each case as from time to time may be included in the consolidated financial statements of GCC. "Tax Increment Bond" shall mean any bond, note or other evidence of indebtedness issued by the City, the payment of which is secured by revenues deposited into the Tax Increment Fund. "Tax Increment Fund"' shall mean the Southeast Over- town/Park West Redevelopment Trust Fund created by Ordinance No. 82-115, passed and adopted by the Board of County Commissioners of Dade County, Florida on December 21, 1982. "Termination Date" shall mean the earlier of: (1) the day which is twenty (20) years after the day as of which the Commitment expires, or (2) the day as of which the Commitment expires in the year 2012, or if in either case this date is not a Business Day, the next succeeding Business Day. "Wholly -Owned Subsidiary" shall mean any Subsidiary, 1000 of the outstanding capital stock of which is owned by GCC and/or one or more Wholly -Owned Subsidiaries. - 3 - SE®PW/CRA 03- 004 2. The Bond. (a) To finance the Acquisition and to encourage development of certain property located within the Redevelopment Area, including the Gran Central Project, by relocating and widening Northwest First Avenue between Northwest First Street and Northwest Eighth Street, each located within the Redevelop- ment Area, upon the terms and conditions and upon the basis of the representations, warranties and agreements set' forth herein and in the Acquisition Agreement,' GCC hereby agrees to make the Loan to the City and to accept the Bond as evidence of the obli- gation of the City to repay such portions of the Loan as are advanced by GCC, and the City hereby agrees .to sell and deliver the Bond. The Bond shall be dated January 20, 1988, shall not bear interest and shall mature, subject to prepayment prior to maturity pursuant to Section 2(h) hereof, upon the Termination Date. The Bond shall evidence the City's obligation to repay such portions of the Loan as are advanced to the City by GCC. The form of the Bond shall be as described in,.and the Bond shall be issued pursuant to the provisions of Resolution No. 87-449, duly passed and adopted by the City Commission on May 14, 1987 (the "City Resolution"), and pursuant to Resolution No. 66-88 duly passed and adopted by the Board of County Commissioners of Dade County, Florida on January 19, 1988 (the "County Resolu- tion"). The Bond shall not be transferable by GCC, except upon the prior written consent of the City. (b) During the time the Commitment is in effect, GCC shall advance, from time to time, portions of the Loan to the City, subject to the conditions set forth in Section 2(c) of this Loan Agreement, in such amounts as the City shall request, up to an amount which shall not exceed $3,000,000 in the aggregate. (c) To initiate a Borrowing, the City shall give written notice (or telephonic notice, promptly confirmed in writ- ing) to GCC prior to 10:00 A.M., Miami time, at least five (5) Business Days prior to the proposed Borrowing Date specifying the Borrowing Date (which shall be a Business Day) and the amount of the proposed Borrowing. Such notice shall also contain a certif- ication by the City substantially in the form attached to this Loan Agreement as Exhibit A that monies from the Borrowing will be used to pay costs and expenses related to the Acquisition. Provided the City's Borrowing request is in compliance with the provisions of this Loan Agreement, including the notice require- ments hereof, GCC shall advance the requested portion of the Loan on the Borrowing Date by certified or bank cashier's check or immediately available funds payable to the order of The City of Miami, Florida. Any notice delivered or given by the City,to GCC as provided in this Section 2(c) shall be irrevocable and binding upon the City upon receipt by GCC. 0 -4- SEOPW/CRA 004 • (d) Pursuant to the terms of the Bond, GCC shall be obligated to provide to the City monies sufficient to pay fifty percent (50%) of all of the Expenses. If, upon the expiration of the Commitment, the amount of all Borrowings in the aggregate were in excess of fifty percent (50%) of all of the Expenses, the City shall promptly reimburse GCC in the amount of such excess. Notwithstanding the foregoing, however, no provision within this Loan Agreement shall be construed as affecting the obligation of GCC to pay fifty percent (50%) of all the Expenses pursuant to the terms of the Acquisition Agreement. (E) Subject to this Section 2(e), Section 2(f) and Section 2(g) of this Loan Agreement, the Bond shall be payable in equal annual installments beginning on the first Payment Date and ending on the Termination Date. If the revenues generated by the Designated Portion of the Redevelopment Area and on deposit in the Tax Increment Fund are less than the amount of the payment due on the Bond on any Payment Date, the amount due on the Bond on such Payment Date shall be added to the amount due on the Bond on the next subsequent Payment Date. Any payment accruing on the Bond shall accrue without interest and shall be paid on the first Payment Date after and to the extent that revenues sufficient to require such payment are generated by the Designated Portion of the Redevelopment Area and on deposit in the Tax Increment Fund. (f) Notwithstanding anything within this Loan Agree- ment to the contrary, the Bond shall be prepayable in whole, at the option of GCC, after the City has issued all of a series of Tax Increment Bonds, but prior to the City's issuance of any additional Tax Increment Bonds; provided, however, that such option shall arise only if revenues generated by the Designated Portion of the Redevelopment Area and on deposit. in the Tax Increment Fund prior to the issuance of such additional Tax Increment Bonds are sufficient to pay the outstanding amount of the Bond and are otherwise available for such payment. If revenues generated by the Designated Portion of the Redevelopment Area and on deposit in the Tax Increment Fund. are available to pay the outstanding portion of the Bond, the City shall provide GCC with written notice of its intention to issue and the expected date of issuance of such additional Tax .Increment Bonds at least twenty (20) days prior to their issuance, and GCC shall provide the City with written notice of its intention to exercise its option to tender the Bond for payment in whole at least ten (10) days prior to the City's issuance of such additional Tax Increment Bonds. (g) Notwithstanding anything within this Loan Agree- ment to the contrary, on any Payment Date the City, may prepay in part or, on any date, may prepay in whole the principal amount of the Bond then outstanding upon providing ten (10) Business Days' - 5 - SEOPW/CIA 03-- 004 0 notice to GCC in writing of its intention to make such prepay- ment. THE BOND IS AN UNSECURED OBLIGATION OF THE CITY AND SHALL BE PAYABLE SOLELY IN THE MANNER AND TO THE EXTENT PROVIDED IN THIS LOAN AGREEMENT AND IN THE CITY RESOLUTION AND THE COUNTY RESOLU- TION. NEITHER THE FULL FAITH AND CREDIT NOR ANY OTHER SOURCE OF REVENUE OF THE CITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUB- DIVISION THEREOF IS PLEDGED FOR PAYMENT OF ANY AMOUNT DUE PUR- SUANT TO THE TERMS OF THIS LOAN AGREEMENT OR THE BOND AND THE SAME DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITA- TION. 3. Representations, Warranties and Agreements of GCC. GCC hereby represents, warrants and agrees as follows: (a) GCC, its Parent and each of its Subsidiaries is a corporation duly organized, validly existing and in good stand- ing under the respective laws of the jurisdiction of its organi- zation and each has the full right, power and authority to trans- act business in all places now being .conducted by it, in the manner being conducted by it. GCC has the full right, power and authority to enter into, execute and deliver this Loan Agreement and this Loan Agreement, when duly executed and delivered for value, will constitute the legal, valid and binding obligation of GCC, enforceable in accordance with its terms, except as such terms may be limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies; . (b). The creation and performance by GCC of the obli- gations under this Loan Agreement and any additional documents pursuant hereto have been duly authorized by all necessary corpo- rate action of GCC, its Parent and its Subsidiaries, and do not and will not violate any provision of law or regulation, or any writ, order or decree of any court, governmental or regulatory authority or agency or any provision of the corporate charter or bylaws of GCC, its Parent or any of its Subsidiaries, and do not and will not, with the passage of time or the giving of notice, result in a breach of, or constitute a default or require any consent under any instrument or agreement to which GCC, its Parent or any of its Subsidiaries is a party or by which GCC, its Parent or any of its Subsidiaries or any of their respective properties may be bound or affected; (c) There is no fact which GCC has not disclosed to the City in writing which materially and adversely affects nor, so far as GCC can now foresee, is reasonably likely to prove to SEOPW/CRA 03- 004 . materially and adversely affect the ability of GCC to perform the obligations of this Loan Agreement or the ability of GCC, its Parent or any of its Subsidiaries to develop the Gran Central Project in such a manner so that significant tax increment revenues will be generated by the Gran Central Project and deposited into the Tax Increment Fund; • (d) There are no suits or proceedings pending or, to the actual knowledge of GCC, threatened before any court or by or before any governmental or regulatory authority, commission, bureau or agency or public regulatory body against or affecting GCC, its Parent or any of its Subsidiaries which, if adversely determined, would have a material adverse affect on .the ability of GCC to perform the obligations of this Loan Agreement or the ability of GCC, its Parent or any of its Subsidiaries to develop the Gran Central Project in such a manner so that significant tax increment revenues will be generated by the Gran Central Project and deposited into the Tax Increment Fund; (e) Neither GCC, its Parent nor any of its Subsid- iaries is 'a party to any agreement or instrument or subject to any court order or judgment, governmental decree, charter or other restriction materially and adversely affecting the ability of GCC to perform the obligations of this Loan Agreement or the ability of GCC, its Parent or any of its Subsidiaries to develop the Gran Central Project in such a manner so that significant tax increment revenues will be generated by the Gran Central Project and deposited into the Tax Increment Fund. Neither GCC, its Parent nor any of its Subsidiaries is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which it or its properties is bound or affected, or under any law, regulation, decree, order or the like; (f) All authorizations, consents, approvals and licenses required under applicable law or regulation for GCC to perform the obligations of this Loan Agreement have been duly issued and are in full force and effect. Neither GCC, its Parent nor any of its Subsidiaries is in default under any order, decree, ruling, regulation, closing agreement or other decision or instrument of any governmental commission, bureau or other administrative agency or public regulatory body having jurisdic- tion over GCC, its Parent or any of its Subsidiaries, which default would have a material adverse effect on the ability. of GCC to perform the obligations of this Loan Agreement or the ability of GCC, its Parent or any of its Subsidiaries to develop the Gran Central Project in such a manner so that significant tax increment revenues will be generated by the Gran Central Project and deposited into the Tax Increment Fund. No approval, consent - 7 - SEOPW/CRA 03- 004 • • t or authorization of or filing or registration with any govern- mental commission, bureau or other regulatory authority or agency is required with respect to the execution, delivery or perfor- mance of this Loan Agreement or the documents and transactions contemplated hereby. • (g) GCC, or a Parent or Subsidiary of GCC, has good and marketable fee title to all real property comprising the Gran Central Project. 4. Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees as follows: (a) The City is and will be at the date of Closing duly organized and validly existing as a municipal corpor- ation with the powers and authority set forth in Chapter 166, Florida Statutes, as amended, its Charter and any other applicable laws (collectively, the "Act"); (b) The City has full legal right, power and autho- rity to: (i) enter into this Loan Agreement, (ii) adopt the City Resolution, (iii) issue and deliver the Bond to GCC as provided herein, and (iv) carry out and consummate the transactions contemplated by this Loan Agreement and the City Resolution and the City has complied, and at the Closing will be in compliance in all respects with the terms of the Act and with the obligations on its part in connec- tion with the issuance of the Bond contained in the City Resolution, the Bond and this Loan Agreement; (c) By all necessary official action the Cityhas duly passed and adopted the City Resolution and has duly authorized and approved the execution and delivery of the Bond and this Loan Agreement. The City Resolution consti- tutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms, subject to appli- cable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceabi- lity, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Bond, when issued., authenticated and delivered to GCC in accordance with the City Resolution and this Loan Agreement, will constitute a legal, valid and binding obli- gation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and sub- ject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); SEOPW / CRA 03-- 004 • (d) The execution and delivery of the Bond, this Loan Agreement, and the adoption of the City Resolution, and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law, admini- strative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other in- strument to which the City is a party or to which the City or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the City, under the terms of any such law, regulation or instrument. (e) Except as provided herein, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter have been duly obtained which would constitute a condition precedent to or the absence of which would materially adversely affect the City's due authorization execution and delivery of this Loan Agreement or the Bond, or the adoption of the City Resolu- tion, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bond; (f) The descriptions of the Bond and the City Reso- lution herein conform in all material respects to the Bond and the City Resolution; (g) The consolidated financial statements of the City for the fiscal year ended September 30, 1986, including any related notes, certified by Coopers & Lybrand, indepen- dent certified public accountants, pursuant to their audit of the financial records of the City for the fiscal year ended September 30, 1986, heretofore furnished to GCC, were prepared in accordance with generally accepted accounting principles consistently applied, are complete and correct and fairly present the consolidated financial condition of the City as of such date and the results of operations for the fiscal period ended on such date. Since the date of such financial statements and except as heretofore disclosed by the City to GCC in writing, there has been no material adverse change in the business or financial condition of the City, taken as a whole, which would materially and adversely affect the City's ability to perform its obligations under this Loan Agreement or under the'Bond. SE®PW / CRA . (h) The financial statements referred to in Section 4(g) hereof do not, nor does this Loan Agreement, or any written statement furnished by the City to GCC in connection with the negotiation of this Loan Agreement, contain any untrue statement of a material fact or omit a material fact necessary to make the, statements contained therein or here- in, in light of the circumstances under which they were made, not misleading. There is no fact which the City has not disclosed to GCC in writing which materially and adversely affects nor, so far as the City can now foresee, is reasonably likely to prove to materially and adversely affect the City's ability to perform the obligations of this Loan Agreement; 5. Closing. At 10:00 A.M., Miami time, on January 29, 1988, or at such earlier or later time as may be mutually agreed upon by the City and GCC, the City will, subject to the provi- sions hereof, deliver the Bond to GCC in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, s-ubject to the provisions hereof, GCC will deliver the documents hereinafter mentioned, accept delivery of the Bond and, if requested by the City pursuant to the notice requirements of Section 2(c) hereof, advance a portion of the Loan to the City in the amount requested. Delivery and payment of funds advanced, if any, shall be made at the offices of the • City, or such other place as may be mutually agreed upon by the City and GCC. 6. Closing Conditions of GCC. GCC has entered into this Loan Agreement in reliance upon the representations and warran- ties of the City contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered by the City at the Closing. Accordingly, GCC's obligation to accept the Bond and make the Loan as provided therein and herein shall be subject to the fol- lowing conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing; (b) At the time. of the Closing, the City Resolution shall be in full force and effect in accordance with its respective terms and shall not have been further amended, modified or supplemented; (c) At the time of the Closing, all necessary offi- cial action of the City relating to this Loan Agreement and the Bond shall be in full force and effect in accordance with their respective terms and shall not have been amended, • - 10 - SE®PW/CRA 03- 004 . modified or supplemented in any material respect, except in each case as may have been accepted by GCC; and (d) At or prior to the Closing, GCC shall have received copies of each of the following documents: (1) The City Resolution, certified by the City Clerk under seal as having been duly adopted by the City Commission and as being in effect, with such supplements or amendments as may have been accepted by GCC; (2) The County Resolution, certified by the clerk of Dade County, Florida under seal as having been duly adopted by the Board of County Commissioners and as being in effect, with such supplements or amendments as may have been accepted by•GCC; (3) The opinion, dated the date of the Closing and addressed to the City, of Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen 6 Quentel, P.A., Miami, Florida, Bond Counsel to the City, in substantially the form attached hereto as Appendix A; (4) The opinion, dated the date of the Closing • and addressed to GCC, of Lucia Dougherty, Esq., City Attorney, to the effect that (i) this Loan Agreement and the Bond have been duly authorized, executed, and delivered by the City and each constitutes a valid, binding and enforceable obligation of the City, enforceable in accordance with their terms, except to the extent that the enforceability of the rights and remedies set forth herein or therein may be limited by bankruptcy, insolvency or other laws affecting credi- tors' rights generally and subject, as to enforce- ability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or. at law); (ii) the City has the right, power and authority under the Act to adopt the City Resolu- tion and the City Resolution has been duly and law- fully adopted by the City, is in full force and effect and constitutes the legal, valid and binding obliga- tion of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general prin- ciples of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and no other authorization is required; (iii) to the best of her knowledge, there is no action, suit, proceeding, • SEOPW/CRA 03 - 004 0 • inquiry or investigation at law or in equity before or by any court, government agency, public board or body, pending or threatened against or affecting the City, nor, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions con- templated by this Loan Agreement or the validity of the Bond or the City. Resolution, except as described herein; and (iv) all authorizations,. consents, approvals and reviews of governmental bodies or regu- latory authorities required for the City's adoption, execution and delivery of the Bond, the City Resolu- tion and this Loan Agreement have been obtained or effected and, to the best of her knowledge, she has no reason to believe that the City will be unable to obtain or effect any additional authorization, con- sent, approval or review that may be required in the future for the performance by the City of any of its obligations under the terms of the Bond, the City Resolution or this Loan Agreement; (5) A certificate, dated the date of Closing, signed by the Mayor and Director of Finance, or other appropriate officials satisfactory to GCC, to. the effect that, to the best of their knowledge: (i) the representations of the City herein are true and cor- rect in all material respects as of the date of Closing; (ii) the City has performed all obligations to be. performed hereunder as of the date of Closing; (iii) since September 30, 1986, no material and adverse change has occurred in the financial position or results of operations of the City, except as set forth in or contemplated by this Loan Agreement; and (iv) this Loan Agreement did not as of its date, and does not as of the date of Closing contain any untrue statement of a material fact or omit to state a material -fact necessary to make the statements con- tained herein, in light of the circumstances under which they were made, not misleading; (6) A certificate signed by the City Attorney to the effect that, except as disclosed herein, no litigation is pending or threatened (i) to restrain or enjoin the issuance or delivery of the Bond, (ii) in any way contesting or affecting any authority for the issuance of the Bond or the validity of the Bond, the City Resolution, or this Loan Agreement, (iii) in any way contesting the corporate existence or powers of the City, (iv) to restrain or enjoin the collection of - 12 - SEOPW/ 03004 - 0 revenues (other than as provided herein) pledged or to be pledged to pay the Bond, or;(v) asserting that this Loan Agreement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not misleading (but in lieu of such certificate, GCC may in its sole discretion accept an opinion of Bond Counsel, that in the opinion of Bond Counsel the issues raised in any such pending or threatened liti- gation are without substance or that the contentions of any plaintiffs therein are without merit); If the City shall be unable to satisfy the conditions to the obligation of GCC to accept delivery of the Bond, or if the obli- gation of GCC to accept delivery of the Bond shall be terminated for any reason permitted by this Loan Agreement, this Loan Agree- ment shall terminate and neither GCC nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and GCC set forth in Sections 9 and 11 hereof shall continue in full force and effect. 7. Closing Conditions of the City. The City has entered into this Loan Agreement in reliance upon the representations and warranties of GCC contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered by GCC at the Closing. Accord- ingly, the City's obligation to deliver the Bond at Closing shall be subject to the following conditions: (a) The representations and warranties of GCC con- tained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing; (b) At the time of the Closing, all necessary offi- cial and corporate action taken by GCC or any other Person in relation thereto, including, without limitation, any Parent or Subsidiary of GCC relating to this Loan Agreement and the Bond shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been accepted by the City; and (c) At or prior to the Closing, the City shall have received copies of each of the following documents: (1) The Articles of of GCC, certified under seal GCC to the effect that such been duly adopted by GCC, are - 13 - Incorporation and Bylaws by authorized officers of Articles and Bylaws have in full force and effect SE®PW / CRA 03-- 004 • .• and, as of the date of the Closing, have not been further modified, supplemented or amended; (2) A Certificate of the Secretary of State of Florida with respect to the good standing of GCC in the State of Florida. (3) The Resolutions of the Board of Directors of any Parent of GCC and each Subsidiary of GCC affected hereby, certified under seal by authorized officers thereof, relating to the negotiation and execution of this Loan Agreement and all other corpo-. rate actions taken by GCC certified. under seal by authorized officers thereof, which authorize, empower or direct any officer of GCC any Parent of GCC or any Subsidiary of GCC to enter into the transactions con- templated by the Bond and by this Loan Agreement; (4) A Certificate of incumbency and specimen signatures, certified under seal by authorized officers of GCC, with respect to the officers of GCC who have been authorized, empowered and directed to execute this Loan Agreement and any documents to be delivered at the Closing; . (5) The opinion, dated the date of the Closing and addressed to the City, of Charles Evans,. Esq., counsel for GCC, to the effect that (i) this Loan Agreement has been duly authorized, executed, and delivered by GCC and constitutes a valid, binding and enforceable obligation of GCC in accordance with its terms, except to the extent that the enforceability of the rights and remedies set forth herein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (ii) GCC has the right, power and authority, under the laws of the State of Florida and under the laws of the United States, to enter into this Loan Agreement and the obligations of the Bond, as they relate to GCC, its Parent or any of its Subsidiaries, constitute legal valid and binding obligations of GCC, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws 'affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and no other author- 0 - 14 - SE®PW/CRA: 03 - 004 • ization is required by GCC to enter into this Loan Agreement or to adopt the obligations of the Bond; (iii) to the best of his knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body, pending or threatened against or affecting GCC, its Parent or any of its Subsidiaries, nor, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the trans- actions contemplated by this Loan Agreement or the validity of the obligations created by the terms of the Bond, except as described herein; and (iv) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities required for GCC's adoption, execution or performance of the obligations under the terms of the Bond and this Loan Agreement have been obtained or effected and, to the best of his knowledge, he has no reason to believe that GCC will be unable to obtain or effect any such additional authorization, consent, approval or review that may be required in the future for performance of any of them by GCC; • (6) A certificate, dated the date of Closing, signed by the Chairman of the Board of Directors of GCC and the President of GCC, and approved and signed by GCC's counsel as to (iii) below, or other appro- priate officers of GCC satisfactory to the City, to the effect that, to the best of their knowledge: (i) the representations of GCC herein are true and correct in.all material respects as of the date of Closing; (ii) GCC, its Parent and its Subsidiaries, have -per- formed all obligations to be performed hereunder as of the date of Closing; (iii) except as disclosed herein, no litigation is pending or threatened (A) to restrain or enjoin GCC's acceptance of the Bond, (B) in any way contesting or affecting any authority for the accep- tance of the Bond or the performance of the obliga- tions thereunder, or under this Loan Agreement, (C) in any way contesting the corporate existence or powers of GCC, its Parent or any of its Subsidiaries, (D) to restrain or enjoin the collection of any monies (other than as provided herein) pledged or to be pledged to make the Loans to the City, or (E) asserting that this Loan Agreement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not S - 15 - SEOPW / CRA 03- 004 . misleading (but in lieu of such certificate, the City may in its sole discretion accept an opinion of coun- sel for GCC, that in the opinion of such counsel the issues raised in any such pending or threatened liti- gation are without substance or that the contentions of any plaintiffs therein are without merit); and (iv) this Loan Agreement did not as of its date, and does not as of the date of Closing contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements con- tained herein, in light of the circumstances under which they were made, not misleading; If GCC shall be unable to satisfy the conditions to the obligation of the City to deliver the Bond, or if the obligation of the City to deliver the Bond shall be terminated for any rea- son permitted by this Loan Agreement, this Loan Agreement shall terminate and neither GCC nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and GCC set forth in Sections 9 and 11 hereof shall continue in full force and effect. 8. Termination. GCC shall have the right to terminate its obligation under this Loan Agreement to accept delivery of the Bond by notifying the City of its election to do so, and the • City shall have the right to terminate its obligation under this Loan Agreement to deliver the Bond by notifying GCC of its elec- tion to do so, if, after the execution hereof and prior to the Closing (i) legislation shall be enacted or any action shall be taken by the U.S. Securities and Exchange Commission which has the effect of requiring the contemplated distribution of the Bond to be registered under the Securities Act of 1933,.as amended, or. the City Resolution or the County Resolution to be qualified as an indenture under the Trust Indenture Act of 1939, as. amended, or (ii) the United States shall declare war, engage in major hostilities, or any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States shall occur. • 9. Notices. Any notice or other communication to be given to the City under this Loan Agreement may be given by delivering the same in writing to the City of Miami, Florida, 3500 Pan American Drive, Miami, Florida 33133, Attention: Director of Finance and any notice or other communication to be given to GCC under this Loan Agreement may be given by delivering the same in writing to Gran Central Corporation, 1 Malaga Street, Saint Augustine, Florida 32084, Attention: Carl F. Zellers, Vice President. - 16 - sF,OPW/CR 03- 004 10. Parties In interest. This Loan Agreement is made solely for the benefit of the City and GCC and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements contained in this Loan Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of either party and (ii) delivery of any payment under the terms of the Bond. 11. No Waiver, Remedies Cumulative. No failure on the part of either GCC or the City to exercise and no delay in exer- cising any right hereunder, or under the Bond shall operate as a. waiver thereof, nor shall any single or partial 'exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law. 12. Counterparts. This Loan Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and deliv- ered shall be deemed an original and all of which when taken together shall constitute one and the same instrument. 13. Severability. In the event that any one or more of the provisions contained in this Loan Agreement shall for any . reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Loan Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 14. Effectiveness. This Loan Agreement shall become effective upon the execution by the appropriate City officials and authorized officers of GCC of the acceptance hereof by the City. and GCC, respectively, and shall be valid and enforceable at the time. of, such acceptance. To the extent of any conflict between the provisions of this Loan Agreement and any prior con- tract between the parties hereto, the provisions of this Loan Agreement shall govern. 15. Headings. The headings of the sections of this Loan Agreement are inserted for convenience only and shall not be deemed to be a part hereof. Att t: BY � .�r ✓mod:(.-, _ t Secrgar [SEAL] GRAN CENTRAL CORPORATION By: - 17 - FOU 03- 004 • C • C Attest:.,'. HIRAI,,City Clerk [SEAL] CITY OF MIAMTfr' FLORIDA BY: Approved as to form and correctness: LUCIA A. DOUGHERTY, City Attorney =1.1= CESAR H. ODIO, City Manager SEOPW/CRA' 03- 004 L� • . Attest: MATTY HIRAI, City Clerk [SEAL] CITY OF MIAMI, FLORIDA By: CESAR H. ODIO, City Manager Approved -as to form and correctness: LUCIA 'All DOUGHERTY, City Attorney i • - 18 - SEOPW o 03 EXHIBIT A TO LOAN AGREEMENT . FORM OF BORROWING CERTIFICATE REQUIRED BY SECTION 2(c) OF LOAN AGREEMENT [Date] Gran Central Corporation 1 Malaga Street Saint Augustine, FL 32084 Attention: Carl F. Zellers, Vice President Re: The.City of Miami, Florida - Loan from Gran Central Corporation Dear Mr. Zellers: This letter constitutes the written [confirmation of tele- phonic] notice to which you are entitled pursuant to Section 2(c) of the Loan Agreement dated January 20, 1988 between The City of Miami, Florida and Gran Central Corporation. On , 1988, the City proposes to borrow $ from you pursuant to the . Loan Agreement. The undersigned certifies that the moneys so borrowed will be applied to pay a portion of the costs and expenses related to the Acquisition, as such term is defined in the Loan Agreement. You are instructed to advance such sum on such date by. certified or bank cashier's check or immediately available funds payable to the order of The City of Miami, Florida. Very truly yours, CARLOS E. GARCIA Director of Finance SF,OPW / CRA 03- 004 J - 8 7 - 2 9 7 Revised 3/27/87 RESOLUTION NO 67P449 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LOAN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI AND GRAN CENTRAL CORPORATION, A FLORIDA CORPORATION; FOR AN AMOUNT TO BE DETERMINED, SAID FUNDS TO BE UTILIZED.FOR THE ACQUISITION OF A 17,850 SQ. FT PARCEL LOCATED AT 104 NW 1ST AVENUE, THE LOAN TO THE CITY TO BE SECURED BY A CAPITAL IMPROVEMENT BOND DELIVERED BY THE CITY TO GRAN CENTRAL CORPORATION- PAYMENTS ACCRUING ON THE BOND SHALL BE A6CRUED WITHOUT INTEREST AND SHALL BE REPAID FROM FUNDS GENERATED BY THE SUPPLEMENTAL DISTRICT TO SOUTHEAST OVERTOWN/PARK WEST TAX INCREMENT TRUST FUND. WHEREAS, the City Commission approved the Southeast Overtown/Park West Community Redevelopment Plan by Resolution No. 82-755; and • WHEREAS, the City Commission amended the Southeast Overtown/Park West Community Redevelopment Plan by Resolution 85- 1143; and WHEREAS, Metropolitan Dade County established the Southeast Overtown/Park West Tax Increment District by Ordinance 82-115; and WHEREAS, Metro -Dade amended the boundaries of the Southeast Overtown/Park West Tax Increment District by Ordinance 86-4; and WHEREAS., the City of Miami desires to improve vehicular and pedestrian traffic flow within the Downtown Area and improve accessibility to public facilities and transportation services; and WHEREAS, the City of Miami desires to encourage economic • revitalization of the Southeast Overtown/Park West Project Area; a n d SE®PW / CRA 03- 004 WHEREAS, Gran Central Corporation, a Florida Corporation, desires to develop....p.roperty along the west side of N.W. 1st WHEREAS, the 'Pity Commission has approved the said loan from and contribution by Gran Central Corporation by .Resolution No. 87 -448 1 NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a loan agreement, in a form acceptable to the City Attorney, between the City of Miami and Gran Central Corporation. Section 2. The amount of the loan is to be determined by the total cost, for the acquisition of a 17,850 sq. ft. parcel located at 104 N.W. 1st Avenue and will be equally matched by a payment to the City by Gran Central Corporation of 50% of the total acquisition costs. Section 3. The loan to the City is to be secured by a Capital Improvement Bond delivered by the City to Gran Central Corporation and payments on the Bond shall be accrued without interest. Section 4. Repayment of the Bond shall be secured solely by a lien of funds deposited in the Southeast. Overtown/Park West Trust Fund from revenue generated by the properties that have. been added to the Tax Increment District by Dade County Ordinance 86-4 and said Bond shall be junior and subordinate to any other bonds heretofore issued by the City of Miami which are to be payable from funds existing in or to be deposited into said Tax Increment Fund. PASSED AND ADOPTED this 14th day of May , 1987. • MAYOR A T T S T: SEOPW / CRIB PREPARED AND APPROVED BY: R BERT F. CLARK, DEPUTY CITY ATTORNEY i APPROVED/AS TO FORM AND CORRECTNESS: LuCIA A. DOUGHERTY, • ul oa 004 0 I 0 0 STATE OF FLORIDA ) COUNTY OF DADE ) CITY OF MIAMI ) I, MATTY HIRAI, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that the attached and foregoing pages numbered 1 through 3, inclusive, contain a true and correct copy of a resolution adopted by the Commission of said City .at a meeting held on the 14th day of May, 1987. SAID RESOLUTION WAS DESIGNATED RESOLUTION -N0. -87-449. --------------------------------------------- IN WITNESS WHEREOF, I hereunto set my hand and impress the Official Seal of the City of Miami, Florida this 27th day of January, 1988. (Official seal) Matty Hirai City Clerk Miami, Florida By �_ - - ----- De ty City Clerk SEOPW/CItk 03.. 004 J-85-1122 11/26/85 RESOLUTION No. 1 A RESOLUTION APPROVING THE DOCUMENT ENTITLED "AN ADDENDUM TO THE CITY OF MIAMI/DADE COUNTY. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT PLAN (OCTOBER, 1985)" WHICH EXTENDS THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT PLAN BOUNDARIES ADOPTED IN 1982 BY CITY COMMISSION RESOLUTION NO. 82-755, TO THE AREA GENERALLY BOUNDED BY N.W. 5TH STREET TO THE NORTH, MIAMI AVENUE TO THE EAST, N.W. 1ST STREET TO THE SOUTH AND THE METRORAIL RIGHT-OF-WAY TO THE WEST; MAKING RECOMMENDATION FOR APPROVAL BY THE BOARD OF COUNTY COMMISSIONERS. WHEREAS, the proposed addendum, and its suggested boundary modifications, is in general conformity with the Central Miami . Urban Renewal Plan and satisfies the requirements of Chapter 163, Part III, of the Florida Statutes; and WHEREAS, the proposed addendum, and its suggested boundary modifications, is consistent with the goals and objectives of the Southeast Overtown/Park West Community Redevelopment Plan, approved in 1982 by City Commission Resolution No. 82-755, and WHEREAS, the proposed boundary modification suggested in the addenduri is necessary to generate taxi increment revenues in order to finance needed infrastructure improvements in the project area and housing in Overtown; and 1 WHEREAS, the Miami Planning Advisory Board, at its meeting of November 6, 1985, Item No. 5, following an advertised hearing, adopted • ResolutionNo. PAB 63-85 by a 9-0 vote, recommending " approval of the Addendum to the City of Miami/Dade County Southeast Overtown/Park West Community Redevelopment Plan as set :out herein; 0 3 - 004 SEOPW / CRA incorporating modifications stipulated in "An Addendum to the City of Miami/Dade County Southeast Overtown/Park West r,. Redevelopment Plan (dated October, 1985), a copy of which is a attached hereto, and incorporated herein by reference. Section 2. The Commission recommends the Board of County Commissioners that the boundaries of the Southeast Overtown/Park West Community Redevelopment area be extended as set forth herein and action be undertaken to implement said plan. PASSED AND ADOPTED this 26th day of N)VEMBER ATTE ��, 0A MA TY HIRAI . CITY CLERK PREPARED AND APPROVED BY: /0BERT N. SECHEN ASSISTANT CITY ATTORNEY APPROV A FORM AND CORRECTNESS: LUCIA A. DOUG RTY CITY ATTORNEY RNS/la/B108 XAVIER SUAR Z MAYOR 1985. SEOPW / CRAB 03- 004 • • 9 STATE OF FLORIDA ) COUNTY OF DADE ) CITY OF MIAMI ) I, MATTY HIRAI, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that the attached and foregoing pages numbered 1 through 2, inclusive, contain a true and correct copy of a resolution adopted by the Commission of said City at a meeting held on the 26th day of November, 1985., SAID RESOLUTION WAS DESIGNATED RESOLUTION NO. 85-1143. ---------------------------------------------- - IN WITNESS WHEREOF, I hereunto set my hand and impress the Official Seal of the City of Miami, Florida this 27th day of January, 1988. (Official seal) Matty Hirai City Clerk Miami, Florida By _'A___ L__ Dep ty City Clerk — SE®PW / CRAI 62;- 00A 0 0 ITEM 9 • CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM, To: Chairman Arthur E. Teele, Jr. and Date: January 13, 2003 File: Members of e CRA Bo Subject: Engaging CPA firm From: Frank K. Rollason References: CRA Executive Director Enclosures: Resolution RECOMMENDATION It is respectfully recommended that the CRA Board of Directors adopt the attached Resolution authorizes the Executive Director and Chief Financial Officer to engage a CPA firm at the recommendation of KPMG LLP, the current external auditors of the CRA; further designating said firm as a sole source vendor for the purpose of assisting the CRA Finance Department 1) to provide a remedy to matters disclosed in the Management Letter comments issued for the Omni and Southeast Overtown/Park West financial statements for fiscal years ending September 30t' 2000 and 2001 respectively 2) any other financial function or matter that requires their input or assistance, for a fee not to exceed $30,000 for both CRA's. • JUSTIFICATION • As a result of the CRA being established as a separate entity, with separately audited and issued financial statements, the need to establish and implement proper controls and coordinate with existing fiduciaries to this end is evidenced by the management comments issued in the financial statements related to fiscal years 2000 and 2001. One of which comments, was the requirement of additional staffing levels in the area of the finance function. As we desire to meet theresponsibilities set forth in 163.387(8) the engaging of a reputable firm to clear up comments is critical to the reporting function. SEOPW/CRA' OMNI/CRA 03- 005 03-- .004