HomeMy WebLinkAboutCRA-R-17-0024 ExhibitFOURTH AMENDMENT TO MAX MIAMI ECONOMIC INCENTIVE
AGREEMENT
This Agreement, dated December , 2016, shall serve as an amendment to the Max
Miami Economic Incentive Agreement dated June 26, 2014, by and between the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY
("CRA") and NR MAX MIAMI LLC ("Owner"). The CRA and the Owner are
hereinafter referred to as the "Parties".
RF,f TT A T ,C
WHEREAS, the Max Miami Economic Incentive Agreement, as modified and amended,
("Original Agreement") is attached as Exhibit "A".
WHEREAS, Sections 3.1.1, 3.1.4, 3.2.1, 3.2.4 of the Original Agreement provides
payment of Development Incremental TIF 1 and Community Improvement Incremental
TIF are subject to the County and CRA Approval of the CRA Budget being obtained on
annual basis and terminating upon the expiration of the CRA.
WHEREAS, Section 6 provides the payments provided by the CRA under the Original
Agreement are junior and subordinate to CRA Obligations as defined in the Original
Agreement.
WHEREAS, the Parties wish to modify the Original Agreement, as amended, to allow
the CRA to repay the Owner's Development Costs related to the Community
Improvements and any of the Owner's payments paid to the CRA pursuant to the
Original Agreement ("Owner's CRA Expenditures"), up to Two Million Dollars
($2,000,000.00). Such payments will be made from the Development Incremental TIF
and Community Incremental TIF until the Owner's CRA Expenditures are fully repaid.
Such repayments to the Owner will not exceed Seven Hundred Fifty Thousand Dollars
($750,000.00) on an annual basis and will not be subject to the County and CRA
approval of the CRA Budget being obtained on an annual basis and not subordinate to the
CRA Obligations.
WHEREAS, the Parties are willing to amend the Original Agreement subject to certain
terms and conditions, which are set forth herein, and which shall supersede any
conflicting terms in the Original Agreement and the exhibits thereto.
WHEREAS, the Parties agree that all other terms set forth in the Original Agreement
and the exhibits thereto, which are not superseded herein, shall remain in full force and
effect and shall be adopted herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions
herein below set forth the sum of Ten and No/100 ($10.00) Dollars, and other good and
Capitalized terms not specifically defined herein shall have the definitions ascribed to them in the
Original Agreement.
valuable consideration, the sufficiency, receipt and adequacy of which the Parties, by
these presents, do expressly and conclusively acknowledge, the Parties agree as follows:
I. Incorporation of Recitals. The recitals set forth above are hereby
incorporated by reference as if fully set forth herein..
2. CRA's Obligation to Reimburse Owner's Development Costs.
Notwithstanding any provision in the Original Agreement or any other CRA agreement to
the contrary, the CRA hereby agrees to repay the Owner's Development Costs related to
the Community Improvements and any of the Owner's payments paid to the CRA
pursuant to the Original Agreement (such Owner's costs and payments collectively, the
"Owner's CRA Expenditures"), up to Two Million Dollars ($2,000,000.00). Such
payments will be made from the Development Incremental TIF and Community
Incremental TIF until the Owner's CRA Expenditures are fully repaid. Such repayments
to the Owner will not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) per
year and will not be subject to the County or CRA approval of the CRA Budget being
obtained on an annual basis and not subordinate to the CRA Obligations.
3. Amendment. This Agreement shall not be modified except by written
instrument subscribed to by the Parties. Except as specifically amended by this
Agreement, all other terms, provisions, agreements, covenants, and conditions contained
in the Original Agreement are and shall remain unchanged and in full force and effect.
4. Conflict. If there is any conflict between this Agreement and a
provision of the Original Agreement, the provision of this Agreement shall govern.
5. Headings. Any section or paragraph title or caption contained in this
Agreement is for convenience only, and in no way defines, limits, or describes the scope
or intent of this Agreement or any of the provisions hereof.
6. Construction. This Agreement shall not be construed against any party by
reason of the fact that the party may be responsible for the drafting of this Agreement or
any provision hereof.
7. Severability. If any term, condition, or provision of this Agreement shall
be found to be illegal or unenforceable to any extent for any reason, such provision shall
be modified or deleted so as to make the balance of this Agreement, as modified, valid
and enforceable to the fullest extent permitted by applicable law.
8. Knowled eg of Rii4hts and Duties. The Parties have carefully reviewed
and completely read all of the provisions of this Agreement and understand and have
been advised that they should consult with their own legal counsel for any and all
explanations of their rights, duties, obligations, and responsibilities hereunder. The
Parties acknowledge that they enter into this Agreement of their own free will and that
they have the authority to do so.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date(s)
below indicated, have agreed to all the provisions contained herein, and acknowledge that
all terms, conditions, and obligations under the Lease, which are not superseded herein
and which are not in conflict with the terms of this Agreement, shall remain in full farce
and effect.
EXECUTED as of the dates set forth below.
OWNER:
NR MAX MIAMI LLC, a Florida Witnesses:
Limited liability company
:
Terry Wellons
Manager
Date:
Name:
Name:
Omni Community Redevelopment ATTEST:
Agency, a public agency and body
corporate created pursuant to Section
163.356, Florida Statutes
LIZ
Jason Walker
Executive Director
Date:
APPROVED AS TO FORM AND
CORRECTNESS:
LE
General Counsel
Date:
an
Date:
Clerk of the Board
EXHIBIT A �qq4e-
MAX MIAMI ECONOMIC INCENTIVE AGREEMENT
THIS MAX MIAMI ECONOMIC INCENTIVE AGREEMENT (the "Agreement") is
made as of the _ day of May, 2014 by and between NR MAX MIAMI, LLC, a Florida limited
liability company (the "Owner"), and the OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA").
RPCITAT.R-
A. The CRA was formed for the purpose of removing slum and blight in the
Omni Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and
employment within the Redevelopment Area.
B. Notwithstanding the Redevelopment Area's regional location and proximity to
important centers of activity, major transportation systems, and significant centers of
employment, the Redevelopment Area has seen limited commercial and residential development
since the inception of the CRA in 1987.
C. The Omni CRA Redevelopment Plan recognizes that diminishing the impact
of existing urban barriers, reconnecting the Redevelopment Area to adjacent neighborhoods, and
creating a pedestrian friendly environment, will address the most important inhibitors to
redevelopment.
D. The Owner is the owner of that certain real property located in the
Redevelopment Area as more particularly described and identified on Exhibit "A" attached
hereto and made a part hereof (the "Property").
E. The Owner desires to develop the Property as more particularly described on
Exhibit "B" attached hereto and made a part hereof (collectively, the "Project").
F. The Owner has requested that the CRA provide economic incentives to the
Owner to assist in the development of the Project, which development will serve as a catalyst for
the Redevelopment Area and will result in the construction of certain roadway and sidewalk
improvements necessary to encourage future development within the Redevelopment Area.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and
agreements hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Owner and the CRA hereby agree as follows:
1. RECITALS. The Recitals to this Agreement are true and correct, incorporated
herein by reference and made a part hereof.
2. DEFINITIONS
following meanings:
The following terms used in this Agreement shall have the
2.1 "Affiliate" of any Person (the "Specified Person") means any other Person
(a) that directly or indirectly controls, is controlled by or is under common control with such
Specified Person; (b) who is an officer, manager, employee or agent of, partner in,- or trustee of,
or serves in a similar capacity with respect to, the Specified Person (or any of the Persons named
in clause (a) above; (c) of which the Specified Person is an officer, manager, employee, agent,
partner or trustee, or serves in a similar capacity; or (d) who is a member of the Specified
Person's family. For purposes of this definition, the term "control" means the direct or indirect
possession of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of securities, by contract or otherwise.
2.2 "Applicable Cost" means the actual cost to the Owner of labor, materials,
demolition, land improvements, utility installation, architectural and engineering services, permit
fees, and other work performed and costs incurred in connection with the construction and
completion of the Community Improvements.
2.3 "Auditor" means an independent third party auditor, who may be retained
on any given year by the Owner or the CRA, at the sole cost and expense of the Owner, in
accordance with Section 4 of this Agreement.
2.4 "Base Year" means the year prior to the year in which the tax rolls reflect
an increase in the assessed value of the Property resulting from Substantial Completion of the
Project.
2.5 "City" means the City of Miami, a municipal corporation of the State of
Florida.
2.6 "Commence Construction" means the commencement of physical
construction (including, at a minimum, the commencement of excavation for foundations) at the
Property.
2.7 "Community Improvements" means the improvements described and
identified on Exhibit "C".
2.8 "Community Improvements Incremental TIF" means that ascribed to such
term in Section 3.2.1 of this Agreement.
2.9 "Completion" means Substantial Completion of the Project, including
completion of all punch list items.
2.10 "Completion Certificate" means the certificate from the Owner certifying
completion of the Community Improvements, which certificate shall have appropriate backup,
reasonably acceptable to the Executive Director, to substantiate the completion of the
Community Improvements, certified as being true and correct by the Owner.
2.11 "County" means Miami -Dade County, a political subdivision of the State
of Florida.
2.12 "County pproval" means the approval by the County of the Annual CRA
Budget for the respective year which CRA Budget includes the line item of the payment to the
Owner of the Incremental TIF contemplated to be paid in accordance with the terms of this
Agreement.
2.13 "CRA Approval" means the approval by the CRA Board of the annual
operating budget for the CRA for the respective year, which includes the line item of the
Incremental TIF contemplated to be paid in accordance with the terms of this Agreement.
2.14 "CRA Board" means the Board of Commissioners of the CRA.
2.15 "CRA Budget" means the annual budget for the operation of the CRA
approved by the CRA Board.
2.16 "CRA Obligations" means that ascribed to such term in Section 6 of this
Agreement.
2.17 "Development Costs" means the hard and soft costs actually incurred by
the Owner in connection with the design and construction of, as applicable, the Project or the
Community Improvements through Completion, excluding land costs, costs paid to any
Affiliates, and costs of tenant improvements to the retail space of the Project above the base
building improvements, as the same may be certified by an Auditor and as further certified by
the Owner in the Development Certificate with respect to the Project.
2.18 "Development Certificate" means the certificate from the Owner of the
Development Costs, in substantially the form of Exhibit "D", which certificate shall have
appropriate backup, reasonably acceptable to the Executive Director, to substantiate the
Development Costs, certified as being true and correct by the Owner.
2.19 "Development Incremental TIF" means that ascribed to such term in
Section 3.1.1 of this Agreement.
2.20 "Executive Director" means the Executive Director of the CRA.
2.21 "Incremental TIF" means the tax increment funds, if any, actually received
by the CPA from the County and the City generated from the Project for the applicable year after
deducting all administrative charges imposed by the County and the City and excluding all
charges or payments related to the Children's Trust above the tax increment funds actually
received by the CRA from the County and the City for the Base Year applicable to the Project
after deducting all administrative charges imposed by the County and the City and excluding all
charges or payments related to the Children's Trust for the Base Year.
2.22 "Person" means any individual, sole proprietorship, partnership, joint
venture, limited liability company, limited liability partnership, trust, estate, unincorporated
organization, association, corporation, institution, or other entity.
2.23 "Project" means that ascribed to such term in the Recitals of this
Agreement.
O
2.24 "Property" means that ascribed to such term in the Recitals of this
Agreement.
2.25 "Substantially Completed" or "Substantial Completion" means that the
construction and development of the Project has been substantially completed in accordance with
the plans and specifications, subject only to the completion of minor punch list items and a
temporary certificate of occupancy or certificate of occupancy, or its equivalent, has been issued
by the City for the Project.
3. DEVELOPMENT OF PROJECT AND EMPLOYMENT.
3.1 Development of Project. The Owner hereby represents and warrants to
the CRA that the Owner will expend a minimum of One Hundred Million and No/100 Dollars
($100,000,000.00) in Development Costs in connection with the development of the Project. As
an inducement to the Owner to undertake the development of the Project, the CRA agrees to pay
to the Owner a percentage of the Incremental TIF actually generated from the Project as follows: .
3.1.1 Development Incremental TIF Adjustment. If the Owner expends
not less than One Hundred Million and No/100 Dollars ($100,000,000.00) in
Development Costs in connection with the Development of the Project and
completes the Community Improvements as specified in this Agreement, the CRA
shall pay to the Owner twenty-five percent (25%) of the Incremental TIF
generated from the Project above the Base Year for a period, commencing with
the first tax year after the Base Year (the "Development Incremental TIF"),
subject to the County Approval and the CRA Approval of the CRA Budget being
obtained on an annual basis and terminating upon the expiration of the CRA. If
the Owner expends less than One Hundred Million and No/100 Dollars
($100,000,000.00) in Development Costs to complete the Development of the
Project and completes the Community Improvements as specified in this
Agreement, then in such event, the percentage of total Development Incremental
TIF which will be payable to the Owner shall be reduced by the percentage the
Development Costs that are less than One Hundred Million and No/100 Dollars
($100,000,000.00). For example, should the Development Costs equal 75% of
$100,000,000.00, based upon the Development Certificate, the percentage of the
Development Incremental TIF that the CRA will be obligated to pay to the Owner
shall be reduced by 25% for the term of this Agreement. The Owner shall not
receive any additional percentage of Development Incremental TIF for expending
more than $100,000,000.00.
3.1.2 Development Certificate. Within sixty (60) days of the Substantial
Completion of the Project, the Owner shall submit to the CRA the Development
Certificate (certified as being true and correct by the Owner). The Development
Certificate shall be utilized by the CRA to calculate the percentage of the
Development Incremental TIF which will be payable to the Owner absent
manifest error. If requested by the Executive Director of the CRA, the Owner
shall provide reasonable additional back up documentation for the Development
Certificate. The Owner shall not be entitled to any of the Development
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Incremental TIF pursuant to Section 3.1.1 until the Owner provides the
Development Certificate.
3.1.3 Disputes. In the event of a dispute between the Executive Director
and the Owner as to the Development Costs, the Executive Director and the
Owner shall proceed in good faith to resolve the dispute. At the discretion of the
Executive Director, the dispute may be referred to the CRA Board for further
direction regarding the settlement of such dispute. If the parties are unable to
resolve the dispute after it has been referred to the CRA Board, then within thirty
(30) days of written notice to the other, the parties irrevocably agree that all such
disputes shall be referred to an accounting firm mutually agreeable to the parties
(the "Independent Accountant"). The parties shall furnish or cause to be furnished
to the Independent Accountant such work papers and other documents and
information relating to the disputed issues as the Independent Accountant may
request and are available to that party or its agents. The parties shall be afforded
the opportunity to present to the Independent Accountant any material relating to
the disputed issues, to review the work papers, documents and information
furnished by the other party, and to discuss the issues with the Independent
Accountant. The determination by the Independent Accountant, as set forth in a
notice to be delivered to both parties within sixty (60) days of the submission to
the Independent Accountant of the issues in dispute, shall be final, binding and
conclusive on the parties. The cost of the Independent Accountant shall be paid
by the Owner.
3.1.4 Payment of Development Incremental TIF. Upon the Owner
complying with Section 3.1.2, but subject to County Approval and CRA Approval
of the CRA Budget, on an annual basis, for each year after the Base Year, the
CRA shall pay to the Owner the applicable percentage of the Incremental TIF due
pursuant to Section 3.1.1, within sixty (60) days after the CRA's receipt of the
Development Certificate from the Owner as required by Section 3.1.2 for the first
year after the Base Year and, thereafter, thirty (30) days after the CRA's receipt of
the Incremental TIF from the County and the City.
3.1.5 Commencement and Completion of Project. The Owner
acknowledges that the prompt development of the Project as well as the
Community Improvements by the Owner is a material inducement for the CRA to
enter into this Agreement. In the event that the Owner does not Commence
Construction of the Project and Community Improvements by June 30, 2015 and
does not Substantially Complete the Project and the Community Improvements by
January 1, 2017, then the maximum amount of Incremental TIF that the CRA
shall pay to the Owner pursuant to Section 3.1.1 shall be reduced by ten percent
(10%) for each six (6) month period that the Owner has failed to Commence
Construction or Complete Construction. For example, if the Owner Substantially
Completes the Project on August 1, 2017 (i.e. seven (7) months after the deadline
set forth above), then the total amount of the Incremental TIF payable to the
Owner will be reduced to 22.5% of the Incremental TIF (i.e. a reduction of ten
percent (10%)). Furthermore, the Owner shall not be entitled to any portion of the
Incremental TIF until the Owner provides the CRA with a Certificate of
Completion for the Community Improvements.
3.2 Community Improvements. The CRA acknowledges that the lack of
adequate pedestrian friendly sidewalks and the existence of a street grid that fails to facilitate
connectivity with adjoining neighborhoods have substantially inhibited the development
potential of the Redevelopment Area. The CRA agrees that the completion of the Community
Improvements will serve as a necessary step to revitalizing the Redevelopment Area. Subject to
the Owner completing the Community Improvements, the CRA will pay to the Owner annually a
portion of the Incremental TIF generated from the Project each calendar year as follows:
3.2.1 Community Improvement Incremental TIF Adjustment. If the
Owner completes the Community Improvements in connection with the
Development of the Project, the CRA shall pay to the Owner twenty-five percent
(25%) of the Incremental TIF generated from the Project above the Base Year for
a period commencing with the first tax year after the Base Year (the "Community
Improvement Incremental TIF"), subject to the County Approval and the CRA
Approval of the CRA Budget being obtained on an annual basis and terminating
upon the expiration of the CRA.
3.2.2 Completion Certificate. Within sixty (60) days of the Substantial
Completion of the Community Improvements, the Owner shall submit to the CRA
the Completion Certificate (certified as being true and correct by the Owner). If
requested by the Executive Director of the CRA, the Owner shall provide
reasonable additional back up documentation for the Completion Certificate. The
Owner shall not be entitled to any of the Community Improvement Incremental
TIF pursuant to Section 3.2.1 until the Owner provides the Completion Certificate
to the CRA.
3.2.3 Disputes. In the event of a dispute between the Executive Director
and the Owner as to the Completion Certificate, the Executive Director and the
Owner shall proceed in good faith to resolve the dispute. At the discretion of the
Executive Director, the dispute may be referred to the CRA Board for further
direction regarding the settlement of such dispute. If the parties are not able to
resolve the dispute after referral to the CRA Board, then within thirty (30) days of
written notice to the other, the parties irrevocably agree that all such disputes shall
be settled by binding arbitration. The arbitrator will be selected by mutual
agreement of the parties, but if the parties are unable to reach agreement on the
selection of the arbitrator within thirty (30) days after the date on which the notice
of arbitration is sent to the parties, then the arbitrator will be selected in
accordance with the rules of the American Arbitration Association. The
arbitration shall be conducted in Miami, Florida, pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Any such arbitration
shall be conducted by an arbitrator experienced in the construction industry and
shall include a written record of the arbitration hearing. The decision of the
arbitrator shall be final, binding and conclusive on the parties.
3.2.4 Payment of Community Improvement Incremental TIF. Upon the
Owner complying with Section 3.2.2, but subject to County Approval and CRA
Approval of the CRA Budget, on an annual basis, for each year after the Base
Year, the CRA shall pay to the Owner the applicable percentage of the
Incremental TIF, due pursuant to Section 3.2.1, within sixty (60) days after the
CRA's receipt of the Completion Certificate from the Owner as required by
Section 3.2.2 for the first year after the Base Year and, thereafter, thirty (30) days
after the CRA's receipt of the Incremental TIF from the County and the City.
4. AUDITOR. The Owner acknowledges that the CRA may, upon request of the
CRA's external auditor, elect to audit the Development Certificate in order to substantiate the
information provided therein. In the event the CRA elects to audit the Development Certificate,
the Owner shall provide or make available to the Auditor all necessary back-up information or
documentation that is requested by the Auditor in order to certify the information contained
therein as being true and correct. The Owner may select the Auditor, or allow the CRA to select
the Auditor. The Owner shall bear all costs associated with the Auditor for services in connection
with this Agreement, provided that the cost paid by the Owner to the Auditor shall not exceed
Fifteen Thousand and 00/100 Dollars ($15,000.00).
5. INCREMENTAL TIF PAYMENTS AFTER SALE. Notwithstanding the
Owner's sale, lease or other disposition of all or any portion of the Project (including, but not
limited to, the sale or lease of all or any portion of the residential units or retail uses
contemplated as part of the Project), the Owner shall continue to receive both the Development
Incremental TIF and the Community Improvement Incremental TIF payable to the Owner set
forth in this Agreement for the term of this Agreement. The Owner may assign to any Person all
or any portion of the rights to receive such revenue from the CRA and, upon written notice from
the Owner to the CRA, the CRA shall direct such payment to the Person indicated by the Owner.
6. SUBORDINATION OF INCREMENTAL TIF. The Owner acknowledges and
agrees that in addition to the obligation of the CRA to make the payments to the Owner
contemplated by this Agreement, the obligations of the CRA under this Agreement are junior
and subordinate to the obligations of the CRA to pay debt service or other obligations with
respect to any bonds now existing or otherwise contemplated in furtherance of the projects
described in that certain Interlocal Agreement Between The City of Miami, Miami -Dade County,
Southeast Overtown Park West CRA and Omni CRA to Provide Funding for Major Projects for
the Benefit of All Parties, dated December 31, 2007, as amended prior to the effective date
hereof (a copy of which is attached hereto as Exhibit "F") to be funded by the CRA or the City
on the CRA's behalf, and any pledge of Incremental TIF by the CRA or the City on the CRA's
behalf for such bonds (collectively, the "CRA Obligations"). Under no circumstances shall the
CRA be obligated to make payments to the Owner from its general revenues or any other sources
if Incremental TIF is unavailable after the CRA makes all required payments under the CRA
Obligations. To the extent no Incremental TIF or only a portion of the Incremental TIF is
available to pay the CRA's obligations under this Agreement as a result of the CRA Obligations,
such payments shall be reduced to the amount of Incremental TIF available, if any.
7. CHALLENGES.
7
7.1 No Liability. The Owner hereby forever waives and releases the CRA
from any liability whatsoever, now or hereafter arising in connection with any challenge to this
Agreement and covenants and agrees not to initiate any legal proceedings against the CRA in
connection with any challenges to this Agreement.
7.2 Duty to Defend. In the event of any challenge to this Agreement, the
Owner, at its sole cost and expense, may defend any such challenge. The CRA shall cooperate
with the Owner and, if necessary, participate in the defense of such challenge provided the
Owner pays the costs of such defense.
7.3 Waiver of Claim. The Owner waives any and all claims which the Owner
now has or may hereafter have against the CRA as a result of any challenge to this Agreement,
and the Owner acknowledges and agrees to assume the risk of any challenge to this Agreement.
Under no circumstances shall the Owner be entitled to any recovery with respect to any claims or
any cause of action against the CRA resulting from any challenge to this Agreement, all such
claims being expressly waived by the Owner.
8. REPRESENTATIONS OF OWNER. The Owner makes the following
representations to the CRA as follows:
8.1 The Owner is a limited liability company, duly organized and validly
existing under the laws of the State of Florida 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 Agreement.
8.2 The Owner's execution, delivery and performance of this Agreement has
been duly authorized by all necessary company actions and does not and shall not conflict with
or constitute a default under any indenture, agreement or instrument to which such entities are a
party or by which they may be bound or affected.
8.3 This Agreement constitutes the valid and binding obligation of the Owner,
enforceable against the Owner and its successors, heirs and assigns, in accordance with its terms,
subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors
generally.
9. NOTICES. Notices required or permitted to be given pursuant to the terms of this
Agreement will be delivered in person or sent by certified mail, return receipt requested, postage
prepaid, by recognized contract carrier providing signed receipt for delivery, and will be deemed
delivered upon receipt or refusal of delivery. Notices will be delivered at the following
addresses, subject to the right of any party to change the address at which it is to receive notice
by written notice to the other party:
OWNER:
NR MAX MIAMI, LLC
c/o N.R. Investments, Inc.
1111 Park Centre Boulevard
Suite 450
Miami Gardens, Florida 33169
Attention: Nir Shoshani
Omni Redevelopment District
Community Redevelopment Agency
1401 North Miami Avenue
2"d Floor
Miami, Florida 33136
Attention: Pieter A. Bockweg, Executive Director
Copy to:
Office of the City Attorney
444 S.W. 2"d Avenue
91h Floor
Miami, Florida 33130
Attention: Barnaby L. Min, Esq.
10. STATUS OF LAW. The Owner acknowledges that no voter approval was
obtained in connection with this Agreement. In the event this Agreement is determined to be
unenforceable as a result of (a) the multi -year CRA commitment regarding the use of the
Incremental TIF; (b) the failure to obtain County Approval of the CRA Budget on an annual
basis; or (c) the failure of the CRA Board to approve the CRA Budget on an annual basis, the
Owner acknowledges and agrees that the CRA shall have no liability to the Owner arising under
this Agreement. The Owner acknowledges that this provision is a material inducement for the
CRA to enter into this Agreement.
11. COUNTY APPROVAL. The Owner acknowledges that this Agreement has not
been submitted to the County for review or approval but that the Incremental TIF payments
contemplated by this Agreement will be included in the annual budget submitted by the CRA to
the County, once the CRA Budget is approved by the CRA Board. The CRA shall have no
liability to the Owner in the event the CRA is not permitted by the County to make the payments
contemplated by this Agreement.
12. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of
breach of this Agreement by the CRA, the Owner may seek specific performance of this
Agreement and any recovery shall be limited to Incremental TIF generated by the Project above
the applicable Base Year, to the extent permitted to be paid to the Owner by the County and
subject to any limitations specified herein.
13. DEFAULT BY OWNER. In the event the Owner breaches its duties and
obligations under this Agreement and such failure is not cured within thirty (30) days of the
Owner's receipt of written notice of default specifying the breach, or such longer period of time,
not to exceed one hundred fifty (150) days, if the default, by its nature cannot be cured within
thirty (30) days and the Owner has not commenced the curative action within thirty (30) days
and diligently pursues same, then the CRA will have no further duties and obligations under this
Agreement. Notwithstanding this section, a failure by the Owner, or its successors, heirs or
assigns, to file applicable documentation, including but not limited to the Development
Certificate or Completion Certificate, or any other failure to access the Incremental TIF, as
described in Section 3, shall only constitute a breach of its obligations for that calendar year, and
shall not constitute a default in future years under this Agreement. The CRA acknowledges that
the Owner's failure to build either the Project or the Community Improvements shall not entitle
the CRA to any damages from the Owner. The CRA's sole and exclusive remedy with respect to
a breach of this Agreement by the Owner shall be to withhold the payments from the Incremental
TIF contemplated by this Agreement.
14. CONSULTANT AND PROFESSIONAL COMPENSATION. The Owner may
retain consultants and professionals to assist the Owner with the negotiation and execution of this
Agreement, and the Owner may compensate those consultants and professionals at their standard
hourly rate for services performed, or any other method of compensation that is considered
standard and reasonable for that particular service. Notwithstanding anything to the contrary
contained herein, in no event shall the Owner compensate any such consultant or professional in
any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the
CRA Board's approval of this Agreement, and subsequent receipt of the Incremental TIF.
15. ADJUSTMENT TO FOLIO NUMBERS. The Owner and the CRA acknowledge
that the current tax folio numbers and assessed values with respect to the Project may change as
a result of the reconfiguration of the Property in connection with the Project. In such event, the
Executive Director of the CRA and the Owner shall proceed in good faith to agree as to (a)
which new folio numbers are applicable to portions of the Project, based upon the adjustment in
such new folio numbers by the Miami -Dade County Property Appraiser, and (b) which assessed
values will be applicable for the Base Year and thereafter with respect to the Property.
16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA
and the Owner. No party can create any obligations or responsibility on behalf of the others or
bind the others in any manner. Each party is acting for its own account, and it has made its own
independent decisions to enter into this Agreement and as to whether the same is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as it has deemed
necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary
for or an adviser to it in respect of this Agreement or any responsibility or obligation
contemplated herein. The Owner further represents and acknowledges that no one was paid a
fee, commission, gift or other consideration by the Owner or the Owner's agent, as an
inducement to entering into this Agreement.
17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and
obligations herein, shall be binding upon the successors in interest, and assigns of the Owner
who are owners of the Property or portions thereof and run with the land. It is acknowledged
that the Owner, as the fee simple owner of the Project, is free to convey title (fee simple,
leasehold or otherwise) to third parties of all or portions of the Project subject to the terms of this
Agreement.
10
18. PERMITTING. The Owner agrees to use good faith efforts to obtain the
necessary approvals and permits necessary for the construction of the Community
Improvements. The Owner shall not be deemed in default of this Agreement if, through no fault
of the Owner, the Owner is unable to obtain such permits prior to the completion of construction
of the Project.
19. CAP ON INCREMENTAL TIF. Notwithstanding anything to the contrary
contained in this Agreement, the total amount of Incremental TIF that shall be paid to the Owner
during the term of this Agreement is Nine Million and No/100 Dollars ($9,000,000.00) subject to
the limitations stated in Section 3.1.1 and shall not exceed fifty percent (50%) of the Incremental
TIF received from the subject Property by the CRA from the County and the City in an amount
not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) on an annual basis.
20. CRA BUDGET. The CRA covenants and agrees to include in its annual
operating budget a line item for the annual payments contemplated by this Agreement, subject to
CRA Board approval.
21. DUTIES OF OWNER. As further inducement for the CRA to enter into this
Agreement, the Owner and the CRA have agreed to enter into a first source hiring agreement
with respect to employment during construction of the Project in the form of Exhibit "E"
attached hereto.
22. MISCELLANEOUS.
22.1 All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly
construed against any one of the parties hereto.
22.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines, and the remainder
of this Agreement shall be construed to be in full force and effect.
22.3 In the event of any litigation between the parties under this Agreement, the
parties shall bear their own attorneys' fees and costs at trial and appellate levels and at any
administrative proceedings.
22.4 In construing this Agreement, the singular shall be held to include the
plural, the plural shall be held to include the singular, the use of any gender shall be held to
include every other and all genders, and captions and Paragraph headings shall be disregarded.
22.5 All of the exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
22.6 Time shall be of the essence for each and every provision of this
Agreement.
/04�- 11 - ( J
22.7 No provision of this Agreement is intended, nor shall any be construed, as
a covenant of any official (either elected or appointed), director, employee or agent of the CRA,
or the City, in an individual capacity.
22.8 This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement
must be brought and heard in Miami -Dade County, Florida.
22.9 This Agreement may not be recorded in the Public Records of Miami -
Dade County.
22.10 This Agreement may not be changed, altered or modified except by an
instrument in writing signed by the party against whom enforcement of such change would be
sought. The Executive Director shall have the authority to enter into any change, alteration, or
modification permitted under this Agreement without the need for CRA Board approval unless
specifically stated otherwise herein.
23. FORCE MAJEURE. In the event that either party hereto is prevented from fully
and timely performing any of its obligations hereunder due to acts of God, strikes or lock -outs,
other industrial disturbances, acts of the public enemy, laws, rules and regulations of
governmental authorities, wars or warlike action (whether actual, impending or expected, and
whether de jure or de facto), arrest or other restraint of government (civil or military), blockades,
insurrections, acts of terrorists or vandals, riots, epidemics, landslides, sinkholes, lightning,
hurricanes, storms, floods, washouts, fire or other casualty, condemnation, civil commotion,
explosion, breakage or accident to equipment or machinery, any interruption of utilities,
confiscation or seizure by any government or public authority, accident, repairs or other matter
or condition beyond the reasonable control of either party (collectively called "Force Majeure",
financial inability to perform hereby expressly excluded), such party shall be relieved of the duty
to perform such obligation until such time as the Force Majeure has been alleviated; provided,
that upon the removal of the Force Majeure, the obligation prevented from being fulfilled will be
automatically reinstated without the necessity of any notice whatsoever.
24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements, representations or warranties other than as set forth herein. This Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS hereof the parties have executed this Agreement as of the date first above
written.
-A
Tolid B: Har{rlon
Clerk. of the Boar(
APPROVED AS�TO INS
REQUI MENTS
By:
Anne -Marie harl
nterim Director
;'v Risk Manaeemeni
NR MAX MIA I, LLC„ a Florida
limited liability company
By:
Name: Ah 0 S FJM�
Title: 14,a ,ara
Omni Community Redevelopment Agency,
a public agency and body corporate created
pursuant to Section 163.356, orida
Statutes
BY: .f/ Z)
9i e' c A`�weg
ecuti erector
OVED AS O FORM AND
CORRECG
Y�
Victoria M(
General Co
13
Exhibit "A"
Legal Description of Property
Lots 5, 6, 7, 8, 9 and 12, Block 8, of ROBBINS GRAHAM AND CHILLINGWORTH SUBDIVISION, according to
the Plat thereof, as recorded In Plat Book A, Page 49 +ls, of the Public Records of Miami -Dade County,
Florida, LESS the East 10 feet of Lot 6; LESS the East 10 feet of Lot 8, and LESS the South 5 feet of Lot 12.
TOGETHER WITH.
Lots 1, 2 and 3, Block A, T.W. PALMEWS RESUBDIVISION, according to the Plot thereof, as recorded In Plat
Book 4, Page 60, of the Public Records of Miami -Dade County, Florida, LESS the South 10 ff;et of Lot 3.
Lot 1- Folio No. 01-3136-008-0010 - 1615 NE Miami Place
Lot 2- Folio No. 01-3136-008-6020 - 1611 NE Miami Place
Lot 3- Folio No. 01-3136-008-0030 - 1603 NE Miami Place
Lot 5- Folio No. 01-3136-005-0350 - 1630 NE 1 Avenue
Lot 6- Folio No. 01-3136-005-0360 - 1631 NE Miami Place.
Lot 7- Folio No. 01-3136-005-0370 - 1621 NE Miami Place
Lot 8- Folio No. 01-3136-005-0380 - 1622 Ne 1 Avenue.
Lot 9- Folio No. 01-3136-005-0390 - 1604 NE 1 Avenue
Lot 12- Folio No. 0 1 -3136-005-0390 - 1604 NE 1 Avenue
Exhibit "B"
The Project
MAX MIAMI is a mixed use development that includes (i) approximately 513
residential units; (ii) approximately 10,000 square feet of retail (including
restaurant) and commercial space; and (iii) parking.
Exhibit "C"
CommunityIImprovements
Addressing Pedestrian Access. The sidewalks along 171h Street between Second Avenue
and North Miami Avenue are currently narrow and disjointed. The current condition of the
sidewalks significantly impedes pedestrian movement within the area. The Community
Improvements by the Owner include but are not limited to (i) removing the existing four (4) foot
wide concrete sidewalks on the south side of 171h Street from Second Avenue to North Miami
Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, (ii)
adding a five (5) foot wide concrete sidewalk with an additional three (3) foot wide landscape
buffer for shade trees, landscaping and irrigation, on the south side of 17th Street from Second
Avenue to North Miami Avenue and on the north side of 171h Street from North Miami Avenue
to North Miami Place, (iii) milling and resurfacing 171h Street from Second Avenue to North
Miami Avenue, (iv) removing and replacing all existing FPL wooden poles with new aluminum
or concrete Miami Dade County approved poles with street lights attached on the south side of
171h Street from Second Avenue to North Miami Avenue and on the north side of 17th Street
from North Miami Avenue to North Miami Place, (v) placing waste receptacles along both the
south side of 171h Street from Second Avenue to North Miami Avenue and on the north side of
171h Street from North Miami Avenue to North Miami Place, all as further detailed in the
attached sketch and plans. All Community Improvements, including but not limited to any street
lights and waste receptacles, shall have a similar look and feel as those improvements that were
completed by the CRA along NW 141h Street.
Addressing Vehicular Access. 171h Street is currently One -Way (from West to East)
starting at the intersection of NE 1st Avenue crossing NE 1st Court and ending at Second Avenue
(2 Blocks). 171h Street is also One -Way (from East to West) starting at the intersection of NE 1st
Avenue crossing NE Miami Place, NE Miami Court and ending at North Miami Avenue. The
One -Way direction of 171h Street inhibits residents and visitors from easy access to the
residential and commercial properties that line the street. The Owner proposes constructing (i) a
six (6) foot wide island in the center of 171h Street between Second Avenue and North Miami
Avenue to create a landscaped median and (ii) creating a Two -Way street along 17th Street from
Second Avenue to North Miami Avenue with curb -side parallel parking on the south side of 17`h
Street, all as further detailed in the attached sketch and plans.
The Owner has estimated that the Development Cost for the Community Improvements
will not exceed $2,000,000.00 in Applicable Costs. To the extent that the Applicable Costs
exceed such amount, the Owner shall have the right to adjust the scope of work set forth herein
(including removing items) to ensure that the total Development Cost of the Community
Improvements does not exceed $2,000,000.00. The Owner will have no obligation to maintain
the Community Improvements upon its completion.
The Owner, at its own cost and expense, shall submit to the CRA its plans for the
construction and installation of the Community Improvements. The plans shall include a
schematic layout of the Community Improvements and a lighting and landscaping plan (the
"Plans"). Within twenty (20) business days of receipt of the Plans, the CRA shall give the
Owner written notice of either the approval or disapproval of the Plans. If the CRA disapproves
the Plans, then such notice of disapproval shall set forth the reasons therefor. The CRA may
only disapprove of the Plans upon a finding by the CRA that the Plans contain material
variations from the specifications of the Project as set forth in the description contained in this
Exhibit C. In the event that the CRA disapproves the Plans, the Owner shall modify the Plans in
accordance with the reasons set forth in the CRA's disapproval notice. The modified Plans shall
be resubmitted to the CRA for the CRA's final review and approval in accordance with the
standards of review set forth above. The CRA shall have a period of ten (10) business days
following receipt of such revised Plans within which to review same and furnish to the Owner
written notice of the CRA's approval or disapproval. If the CRA fails to furnish to the Owner
written notice of the CRA's approval or disapproval of the Plans or revised Plans within the time
frame set forth above, then the Plans shall be deemed approved. The Community Improvements
shall be deemed complete for purposes of this Agreement upon the completion of the work
specified in the Plans, as may be adjusted by the Owner to ensure that the total Development
Cost of the Community Improvement does not exceed $2,000,000.00 and submission of a
Completion Certificate.
If, upon the completion of the Community Improvements, the Applicable Costs are less
than $2,000,000.00, the Owner shall remit the difference to the CRA so the total expenditure of
funds for the Owner shall be $2,000,000.00. The CRA will then be responsible for utilizing the
remaining amount for any other improvements or obligations within the Redevelopment Area
within the sole discretion of the Executive Director after consultation with the Owner.
17
Exhibit "D"
Development Certificate
DEVELOPMENT CERTIFICATE
The undersigned hereby certifies to the OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that NR MAX MIAMI, LLC, a
Florida limited liability company (the "Owner") has actually paid $ in hard and
soft costs to third parties unaffiliated with the Owner in connection with the development of the
Project, as defined in the MAX MIAMI Economic Incentive Agreement dated May _, 2014 by
and between the Owner and the CRA, as reflected on (i) AIA Form G702, or similar form
accepted by the Owner's lender, attached hereto as Exhibit "A" ("Form G702 or equivalent"),
and (ii) the Schedule of Soft Costs attached hereto as Exhibit "B" ("Schedule of Soft Costs"),
and that the Form G702 or equivalent, and the Schedule of Soft Costs are true and correct in all
material respects.
NR MAX MIAMI, LLC, a Florida limited
liability company
By: _
Name:
Title:
18
Exhibit "E"
First Source Hiring Agreement (Construction)
MAX MIAMI
FIRST SOURCE FIRING AGREEMENT (CONSTRUCTION)
THIS AGREEMENT is made this day of , 2014, by and between the
OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the
"CRA") and NR MAX MIAMI, LLC, a Florida limited liability company (the "Developer").
RECITALS
A. The CRA was formed for the purpose of removing slum and blight in the Omni
redevelopment area (the "Redevelopment Area") and to promote redevelopment and employment
within the Redevelopment Area.
B. The Developer is the owner of property located within the Redevelopment Area
which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the
"Property")
C. The Developer intends to develop the Property as more particularly described on
Exhibit "B" attached hereto and made a part hereof and construct certain Community
Improvements, as defined in that certain Max Miami Economic Incentive Agreement, dated of
even date herewith, between the parties hereto (collectively, the "Project").
D. Simultaneously with the execution of this Agreement, the CRA and the Developer
have entered into the MAX MIAMI Economic Incentive Agreement (the "Incentive Agreement")
pursuant to which the CRA will make tax increment funds available to the Developer which will
be used by the Developer to defray a portion of the costs of development of the Project.
W
E. The Developer has agreed to enter into this Agreement in order to induce the
CRA to enter into the Incentive Agreement.
NOW, 'THEREFORE, in consideration of ten dollars ($10.00) and other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following
meanings. All definitions include both the singular and plural form. Capitalized terms not
specifically defined herein are as defined in the Incentive Agreement.
"Agency" shall mean the South Florida Work Force, a state and federally funded
501(c)(3) organization, or a similar community -based organization reasonably acceptable to the
CRA. In the event the Agency ceases to exist, upon request of the CRA, the Developer shall
select a similar entity capable of handling the responsibilities designated to the Agency
hereunder, reasonably acceptable to the CRA. The Developer may depend on the Agency to
determine economic status (low-income, unemployed, etc.), residency, and other vital
information of applicants or employees and may rely on all such determinations by the Agency
for all purposes hereunder.
"Agreement" shall mean this First Source Hiring Agreement in its entirety.
"City" shall mean the City of Miami, Florida.
"County" shall mean Miami -Dade County, Florida.
"Construction Contract" shall mean a contract with a total contract value of $250,000.00
or more related to the construction of the Project or part thereof. "Construction Contract" shall
not include lease agreements or contracts related to operations of ongoing business at the Project.
20
"Construction Contractor" shall mean a prime contractor, a subcontractor, or any other
business entering into a Construction Contract.
"Construction Phase" shall mean the period of time beginning with the commencement of
construction of the Project and ending upon the issuance of a certificate of completion.
"Full Time Employee" shall mean an individual employed for a minimum of forty (40)
hours per standard five-day work week, receiving all of the employee benefits offered by the
respective employer to other similarly employed individuals.
Project.
"Lease Agreement" shall mean a retail lease agreement for the leasing of space within the
"Low to Moderate -Income Individual" shall mean (i) an individual whose household
income is no greater than 80% of the median income for the County based on the local Census
data, or (ii) an individual who is unemployed.
"Qualifying Individuals" shall mean Low to Moderate -Income Individuals who are
Residents. The Developer may depend on the Agency to determine whether individuals are
Qualifying Individuals, as well as their employment, economic status, residency, and other vital
information of applicants, or employees and may rely on all such determinations by the Agency
for all purposes hereunder.
"Residents" shall mean residents of the Redevelopment Area or the City.
"Site" or "On -Site " shall mean within the boundaries of the Project.
HIRING AND MINORITY EMPLOYMENT PROGRAM
Community Outreach. This section is intended to develop reliable resources for
community outreach associated with exceeding a participation goal of thirty percent (30%) for new
job opportunities for Qualifying Individuals during the Construction Phase of the Project,
21
including the prescreening of resumes and the operation of training programs that will develop the
necessary skills to facilitate the employment of Qualifying Individuals. This section aims to
accomplish these goals by (i) holding events, at least annually, that provide adequate notice to
Residents of job opportunities, and (ii) collaborating with community -based organizations and
other groups to ensure that appropriate training programs are developed and offered to Residents to
establish (a) a mechanism whereby Qualifying Individuals can receive job training in the skills
requested by employers for the Project, and (b) a system for prompt reliable pre-screening and
referral of applicants to employers as jobs become available.
Construction Phase.
During the Construction Phase, the Developer shall utilize the services of the
Agency for community outreach in striving to meet or exceed a goal of thirty percent (30%) for
new job opportunities for Qualifying Individuals.
For each Construction Contract, the Developer shall use commercially reasonable
efforts to require the Construction Contractor and each of the subcontractors retained by the
Construction Contractor to provide employment opportunities generated by the Project to
Qualifying Individuals, including, but not limited to, those who are participants in the Agency's
training and employment programs, subject to (i) the Construction Contractor's or subcontractors'
obligations pursuant to applicable laws, rules, regulations, and orders; (ii) any collective
bargaining or other employment or labor agreement; and (iii) the Construction Contractor's
obligations to fill vacancies generated by the Project with (a) the Construction Contractor's
employees from other jobs, and (b) persons laid off by the Construction Contractor within the
last two (2) years. It is understood that jobs may be offered on the basis of qualifications.
However, should qualifications be equal, the Developer shall use commercially reasonable
22
efforts to cause the Construction Contractor to offer such employment opportunities in the
following order of priority, subject to the terms and conditions above: (i) to Residents of the
Redevelopment Area; ( ii) Residents of the City.
The Developer shall use commercially reasonable efforts to cause each
Construction Contractor to collaborate with the Agency to ensure that appropriate skills training
programs are established with the objective of training Qualified Individuals for employment as
part of the On -Site construction work force for the Project.
For each Construction Contract, the Developer shall use commercially reasonable
efforts to cause the Construction Contractor to notify the Agency on a monthly basis of (i) entry
level and apprenticeship positions; (ii) union and non -union job openings resulting from the
Construction Contract requirements; and (iii) the number of positions needed and the minimum
qualifications required for each position.
For each Construction Contract, the Developer shall use commercially reasonable
efforts to cause the Construction Contractor to utilize the Agency as the "first source" in
identifying candidates for entry-level, apprenticeship, and union and non -union positions.
For each Construction Contract, the Developer shall use commercially reasonable
efforts to cause the Construction Contractor to give preference and first consideration on the
basis of qualifications; however, should qualifications be equal among candidates, the Developer
shall use commercially reasonable efforts to cause Construction Contractor, to the extent
permitted by law and any existent labor agreements, and except as otherwise provided for in
Section 1 hereof, to offer such employment opportunities in the following order of priority: to (i)
Residents of the Redevelopment Area; (ii) to Residents of the City to fill entry level,
apprenticeship, union and non -union positions.
23
For each Construction Contract, the Developer shall use commercially reasonable
efforts to (i) cause the Construction Contractor to advertise or cause to be advertised through: (a)
the Agency; (b) local media; and (c) the City community television channel; and (ii) hold job
fairs in the Redevelopment Area seeking to attract Qualifying Individuals for training and
employment at the Project.
For each Construction Contract, the Developer further agrees to use commercially
reasonable efforts to cause the Construction Contractor to use its commercially reasonable efforts
to ensure that thirty percent (30%) or more of those individuals offered employment are
Qualifying Individuals. As long as these persons remain employed, their positions will continue
to be counted toward the thresholds of the Developer's performance regardless of any change in
their status as a Qualifying Individual. Annual thresholds shall be pro -rated monthly as required.
In the event that the Agency is unable to identify Qualified Individuals for the unfilled positions
needed by the Construction Contractor, any qualified person, irrespective of their status as
Qualifying Individuals may be hired for the unfilled/targeted position.
The CRA acknowledges that all employees of the Project will be required to have
the necessary employment skills, and meeting the insurance policy requirements of the Project,
including, but without limitation, requirements for a drug -free workplace. In addition, the CRA
acknowledges that various employment opportunities may require union membership, and may
require security clearances consistent with the Project's security policies and procedures. For
purposes of this Agreement, to the extent the Agency provides the above services, the Developer
may rely on the information provided by the Agency for verification purposes.
To the extent that the procedures set forth in this section are in conflict with
applicable federal, state or local laws, as it pertains to the Developer or Construction Contractor's
24
procedures, the Developer or Construction Contractors may substitute other procedures, that are
reasonably acceptable to the CRA, in order to accomplish the purpose and intent of this
Agreement.
REPORTING
Semi -Annual Reports Analysis. The Developer shall use commercially reasonable efforts
to cause the Construction Contractors to prepare, or cause to be prepared, detailed semi-annual
reports on the implementation of all sections of this Agreement during the Construction Phase. The
Construction Contractor shall coordinate with the Developer in the creation of the semi-annual
reports and the Developer will submit the completed report to the CRA. The CRA shall not
unreasonably reject the semi-annual reports provided by the Construction Contractor and the
Developer. These reports should include, but not be limited, to the following:
• total number of positions hired to -date;
0 total number of positions held by Qualifying Individuals residing in the Redevelopment
Area and the City, respectively;
• total new hires this reporting period;
• total new hires from prior reporting period;
• total new hires to -date;
• total number of individuals referred from each respective recruiting source; and
u total number of individuals hired from each respective recruiting source.
These reports shall be provided to the CRA, consistent with any security provisions of the
Project. If the report indicates that the percentage threshold requirement is not being met, the
Developer shall use commercially reasonable efforts to cause each Construction Contractor to
include as part of the report a discussion of the reasons the threshold requirements were not met.
25
Further, in the event the Agency prepared the report or the initial data on Qualifying Individuals,
on behalf of the Developer, the Developer shall be entitled to rely on information provided by
the Agency. The last report shall be delivered to the CRA within six (6) months of the
conclusion of the Construction Phase.
IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM
For each Construction Contract, the Developer shall use commercially reasonable efforts
to cause this Agreement, or any amended version thereof, to be included as a material term of
such Construction Contract.
NOTICES
Notices required or permitted to be given pursuant to the terms of this Agreement will be
delivered in personor sent by certified mail, (with return receipt requested and postage prepaid),
by a recognized contract carrier providing signed receipt for delivery, notice will be deemed
delivered upon receipt or refusal of delivery. Notices will be delivered at the following
addresses, subject to the right of any party to change the address at which it is to receive notice
by written notice to the other party:
If to the Developer:
NR MAX MIAMI, LLC
c/o N.R. Investments, Inc.
I I I l Park Centre Boulevard
Suite 450
Miami Gardens, Florida 33169
Attention: Nir Shoshani
If to the CRA: Pieter A. Bockweg, Executive Director
Omni Redevelopment District
Community Redevelopment Agency
1401 North Miami Avenue
2"d Floor
Miami, Florida 33136
26
With a copy to: Office of the City Attorney
444 S.W. 2"d Avenue
9`h Floor
Miami, Florida 33130
Attention: Barnaby L. Min, Esq.
GENERAL PROVISIONS
Severability Clause. If any term, provision, covenant, or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall continue in full force and effect.
Binding on Successors. This Agreement shall be binding upon and inure to the benefit of
the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto.
Any reference in this Agreement to a specifically named party shall be deemed to apply to any
successor in interest, heir, administrator, executor, or assign of such party.
Intended Beneficiaries. The CRA is an intended third -party beneficiary of contracts and
other agreements, which incorporate this Agreement, with regard to the terms of this Agreement.
The CRA shall therefore have the right to enforce the provisions of this Agreement against each
Construction Contractor.
Term. This Agreement shall become effective on the date of mutual execution of this
Agreement. This Agreement shall automatically expire, and the Developer shall have no further
obligations hereunder, upon substantial completion of the Project.
Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a
waiver of any other provision or term of this Agreement. The mere passage of time, or failure to
act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement.
Estoppel. The parties hereto agree to provide each other, within 15 days of request, an
estoppel letter acknowledging that the other party is not in default of this Agreement.
27
Construction. The parties hereto have been represented by counsel in the negotiation and
drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any
party, and the rule of construction that any ambiguities be resolved against the drafting party shall
not apply to this Agreement.
No Termination of Existing Employees. Neither the Developer, nor any Construction
Contractor, shall be obligated to terminate any existing employees to comply with the terms and
provisions of this Agreement. Should either the Developer or Construction Contractor be unable to
meet the thresholds or objectives of this Agreement, due to low employment position vacancy, the
threshold will be based upon the job openings that are available.
Entire Agreement. This Agreement and the Incentive Agreement contain the entire
agreement between the parties with respect to construction of the Project and supersedes any prior
agreements regarding hiring, whether written or oral.
Amendments. This Agreement may not be altered, amended or modified, except by an
instrument in writing signed by the Developer and the CRA.
Authority of Signatories. The individuals executing this Agreement represent and warrant
that they have the authority to sign on behalf of the respective parties.
Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and
intentionally waive any right either may have to a trial by jury with respect to: (i) any action,
proceeding or counterclaim based on this Agreement; (ii) any action arising out of, under or in
connection with (a) this Agreement; (b) any amendment or modification of this Agreement; or (c)
any course of conduct, course of dealing, statements (whether verbal or written) or actions of any
party hereto. This waiver of jury trial provision is a material inducement of the CRA and
Developer entering into the subject transaction.
[SIGNATURE PAGES TO FOLLOW]
29
IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the
day and year first above written:
Witnessed: DEVELOPER:
NR MAX MIA I, LLC, a Florida limited
Print Name: liability compan
By:
ame: A Q- Name: N1 LS O.S '
Title: PaC�
CRA:
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT
AGENCY, a public agency and body corporate
created pursuant to Section 163.356, Florida
Statutes
By:
Nar
Titl
ATTEST:
Todd B. Hannon, Clerk of the Board
APPROVED AS rqy3A-AND�ORRECTNESS:
ictoria Mendez, Genpo Counsel
30
Exhibit "A"
Legal Description of Property
Lots S, 6, 7, 8, 9 and 12, Block 8, of ROBBINS GRAHAM AND CHILUNGWORTH SUBDIVISION, according to
the Plat thereof, as retarded to Plat Book A, Page 49 Va, of the Public Records of Miami -Dade County,
Florida, LESS the East 10 feet of Lot 5; LESS the East 10 feet of Lot 8, and LESS the South 5 feet of Lot 12.
TOGETHER WITH.
Lots 1, 2 and 3, Block A, T.W. PALMEWS RESUBDMSION, according to the Plat thereof, as recorded In Plat
Book 4, Page 60, of the Public Records of Miaml-Dade County, Florida, LESS the South 10 fdAt of tot 3.
Lot 1- Folio No. 01-3136-008-0010 - 1615 NE Miami Place
Lot 2- Folio No. 01-3136-008-0020 - 1611 NE Miami Place
Lot 3- Folio No. 01-3136-008-0030 -1603 NE Miami Place
Lot 5- Folio No. 01-3136-005-0350 - 1630 NE I Avenue
Lot 6- Folio No. 01-3136-005-0360 - 1631 NE Miami Place
Lot 7- Folio No. 01-3136-005-0370 - 1621 NE Miami Place
Lot 8- Folio No. 01-3136-005-0380 - 1622 Ne 1 Avenue
Lot 9- Folio No. 01-3136-005-0390 - 1604 NE 1 Avenue
Lot 12- Folio No. 0 1 -3136-005-0390 - 1604 NE 1 Avenue
Exhibit "B"
The Project
MAX MIAMI is a mixed use development that includes (i) approximately 513
residential units and (ii) approximately 10,000 square feet of retail (including
restaurant) and commercial space.
Exhibit F
Interlocal Agreement
33
/ t1 S )i C''.'ur`'1': ; '.:!.c::,. fps
` (neviscd)
INTERLDCAI: COOPERATIOAI AGREEMENT
} T3115 TGREFKENT, made this 31 day of March �—
1983,
by and between Metropolitan Dade County, a political subdivision
of the State of Florida (hereinafter referred to as the COUNTY)
.tnd the city of Miami, a municipal corporation under the laws of
the State of Florida (hereinafter referred to as the CITY).
WI TNES SET'R:
WHEREAS, by Resol on. 1677-82 d Ordina ce No. 82-115,
the COUNTY has approved a Plan tax crement.financ
the Southeast Overtown/Park Nest Community Redevelopment area
(hereinafter referred to as the PROJECT), and
WHERENS, this PIWEcr will take place within the corporate
limits of the CITY, and
WBERFAS, the CITY played the major role in the preparation
i
of the Plan and financing proposal for the PROJECT, and
v-
WHEREAS, the CITY hereby requests delegation from the COUNTY
to become the redevelopment agency for the PROJECT, and
WiMREAS, the COUNTY and CITY desire to provide the manner
in which the CITY shall have certain responsibilitjes for the
PROJECT,
NOW, THEREFORE, the COUNTY and the CITY agree as follows:
I. CITY -COUNTY COORDZNATIolf
The County and City Managers shall designate a
Project Coordinator and Project Manager, respec- C%
3� tively, to carry out the -COUNTY and CITY responsi-
bilities for the PROJECT; These two people will '
make recommendations to the County and City Managers
on all appropriate PROJECT activities.
II. CITY RESPONSIBILITIES
A'. Land Disposition
1. The CITY shall prepare the land disposition
guidelines and procedures which shall be
reviewed and approved by the Miami City
-I-
3
1 .7
h
3/19/83
(Revised) Conaoission and the Board of County Commis-
sioners prior to issuance. The CITY shall
` 1 prepare PROJECT marketing materials and
i
shall be responsible for advertising for
developers to submit proposals., A Review
Couonittee shall be established by the City
Manager with repre3entation from Dade County
pursuant to procedures established by the CITY.
2. The Committee shall perform the function of
i
evaluating proposals and recommending a
developer to the Hiaioi City Commission.
The Board of County Commissioners shall make
the final selection, and shall select a developer
that first has been approved by the Miami City
Commission and whose proposal complies with 1
requirements of the request for proposals. Any
disposition of land for the PROJECT shall be E. •a
accomplished in accordance with applicable federal wITA y AAJU?
guidelines and applicable provisions of state lay. ;��F r; t�•;
} Promptly after the selection of the developer by
the County Commission, the County Commission shall ,i►�� .L ; ' ;+ !
authorize the conveyance of the land to the City
at no cost. �.:.� �Cr,r• ':rr_
3, The city shall convey the land to the developer
for fair market value for use in accordance with
the redevelopment plan and shall deposit the t,,:i :� •...*
proceeds from the' sale in the redevelopment trust 5���• `l` ,�: '
t:.
fund to be utilized in accordance with the
PROJ= budget.
8. Other Proiect Activities
1. Ybe CITY shall be responsible for all relocation
(/ except residential relocation.
The CITY shall design and construct public improve-
ments necessary to support the redevelopment of
fthe PROJECT. The Courity and City Managers shall
determine that such activities comply with
-2-
%-1
;.rl. :S
-- .�-ss�• .Fly h. .. ..
0
.1/18/83
\ (Revised)
appropriate federal, COUNTY and CITY requ-
lations relating to affirmative action and
I -
race conscious concerns, when such activities
are funded with tax increment monies.
C: Projdct Tinancing
I. rho CITY shall establish and set up the r "`
redevelopment trust fund and develop and
L cla aJILQa ru�
rC . __. .... -- - - - -
i% C,v promulgate rules, regulations and criteria
whereby the ,FUND may be promptly and effec-
tively administered, including the establish-
ment and the maintenance of books and records
and adoption of procedufes whereby the CITY
may, expeditiously .and without' uridue delay
utilize such furids in accordance with the
approved budget for the PROJECT.
2_ The CITY shall prepare and submit for COUNTY
approval the plans for financing the PROJECT C
and the annual budget for the PROJECT when tax l
increment monies are utilized or if tax increment
monies are used as a refunding mechanism to
retire instruments of indebtedness guaranteed % -. ' . � •�
from non ad valorem City of miami resources.
3. The CITY assures the COUNTY that redevelopment
activity financed with tax increment revguues
in that part of Overtown between N.W_ 8th Street
and N.W. llth Street shall move ahead in concert . ;.L yw't'` ' �'•
,a
with those redevelopment activities in Park,
West financed with tax increment revenue. r
r
4. Before the CITY hires any financial or legal
consultants to assist in the preparation of
the tax increment financing plans, the City
Manager and County Manager shall determine
that their hiring complies with appropriate
COUNTY and CITY regulations relating to affirma-
tive action and race conscious concerns. i
--3-
i
S
3/18/83
(Revised)
e•L
5_- The CITY shall sell all bonds required to
finance the PROJECT. A11 tax increment
instruments of indebtedness shall be sub-
mitted to the County Commission for approval
prior to their approval by the City Commission.
6. The County's obligation to appropriate to the
fund shall be rest dable, at the discretion of
the County, if a period of two (2) years passes
from the date of the initial bonding or indebted-
ness described in County ordinance No. B2-115
without a new sale of bonds or other new commit -
meet of County tax increment dollars to the pay-
ment of debt service for capital improvement or
land acquisition bonds, except that the rights
of existing bondholders shall be protected. The
county's obligation to annually appropriate to
the fund shall commence on December 31, 1982, and
continue until all loans, advances and indebtedness
incurred as a result of the community redevelopment
project have been paid or for two (2) years from
the effective date of County. ordinance No. 82-125
(December 31, 1992), if there is has not been,
at the end of that two year period, a pledge of
the tax increment funding granted by County
Ordinance No. 82-IIS through the issuance, sale
and delivery of an instrument of indebtedness such
as bonds or tax anticipation notes described in
Section 163_395, Florida Statutes.
D. Citizen Participation
1. To carry out the citizen. participation process,
the CITY shall utilize the Overtown Advisory
Board and the Park West Civic Association for
cooaounity involvement and coordinate CITY and
COUNTY community involvement.
-4-
- •' - '3/18163
(Revised)
E. Proiect Management, Administration and Coordination
I. The City shall:
a. Develop implementation schedules and time-
tables for all PROJECT activities.
b. Monitor the implementation schedules and
timetables.
C. Submit annual progress reports to the
COUNTY and the community.
d. Provide the COUNTY with the PROJECT's Plan
of Action and monthly updates of said Plan.
III. CITY ASSURANCES
As part of this Agreement the CITY:
A_ Shall not impose a building moratorium in the PROJECT
area. My request for a permit to build or remodel
within the PROJECT area shall be processed by the CITY
in accordance with CITY codes and ordinances.
B. Shall use Community Development and other available
CITY funds in the amount of $200,000 per year for
two years to assist in the redevelopment of the Overtown
section of the PROTECT, other than that part of Overtown
' to be financed with tax increment monies.
C. Shall follow applicable federal, COUNTY, and CITY
regulations concerning affirmative action and race
conscious concerns in the hiring of all consultants.
IV. COMTY ASSURANCES
As t f th'
1
7
,
e
par o is agreement, the COUNTY: I N, N
Ga /4 7 14J
A. Shall acquire and conjjy,.and acquired -•.
under this Agreement to the CITY in a timely manner +
so that selected developers can meet their financing
requirements. The CITY shall approve all prices of
negotiated acquisitions and the institution of
eminent domain proceedings before the COUNTY concludes
a negotiated acquisition or institutes eminent domain
proceedings_
V. COUNTY RESPONSIBIMTYM
t! ,v[•aR.`�l1 tt-� Except as specified in this' Agreement, the COUNTY shall
J be responsible for all aspects of the PROTECT.
All powers riot :peciflcally delegated to tho CITY in this 1lgrecmcnt ��10
shall be reserved exlcusively.p the Board of County Commissioners.
2H W3.TNESS NHEREOFr the, parties hereto have caused this
' r
Agreement to be executed in their Ammer try their duly authorized ;
officors and the corporate seals to be affixed hereto. all of
the day and year fjrst above vritteft. - "j
i
WITN=S our hands and sea23 OR thir 31 day of
March r 1983.
Clry or MjMr, a taunicipal
ArTEST: corporation of the State of
Florida .
B C. OHCIE H00JUW N. .
City clerk City Hanage
2ITROPOLITAN DADS COMMr, a
ATTFSTS µy1, political subdivision Of the
-- G
SS State .o F102 a
DD>UTY CLERK
+• ti x.n.
ti s.• County Vr r
Prepared ana-Approved by3 Approved as to 17rm and
CbrractAeasr
by
OEL E. MAxW--1 se R. Carcia-P rosa
Assistant City Attorney lAity, Attorney 4
jlal
SO UTH(EAST OVERTOWNIPARK WEST
COMMUNITY REDEVELOPMENT AGENCY
DEVELOPMENT PROGRAM[
SUBJECT TO DRI -
Legal
Approx
Commercial
Description
AcrMe
Resi -a
(office & retail)
Miami North
Blocks 24
4.1
350 units
30,000 sq. ft.
25
2.2
175 units
IS,000 sq. ft.
36.
3.7
200 units
25,000 sq. ft.
37
4.1
350 units
30,000 sq. ft.
44
3.6
300 units
25,000 sq. ft;
45
. 2.0
100 units
. 25,000 sq. ft.
46
3.4
200 units
0 sq. ft.
55
3.4
200 units
0 sq. A
56
2.0
0
100,000 sq. fl.
w Uu T [
ELJ*Q
--moo-
-- I f-1 l=ir1 rr-m
6_ PARCEL NUMBER
PHASE IREDEVELOPMENf AREA
PHASE I -
DEVELOPMENT
PROGRAM
-NI.A.P 2
'y I
AMENDMENTS TO
INTERLOCAL COOPERATION AGREEMENT
between Miami -Dade County and the City of Miami
November 15, 2000
THIS AGREEMENT,. made this /J-4 day of - ,
-1990, by and between Metropolitan Dade County, a political
subdivision of the State of Florida (hereinafter referred to is
the "County") and the City of Miami, Florida, a municipal
corporation under the laws of the State of Florida (hereinafter
referred to a8 the "City").
W I T R E S S E T t:
WHEREAS, the City and the County entered into an Interlocal
cooperation Agreement, dated as of March 31, 1983, as amended
(the "Interlocal Cooperation Agreeme ., ovided for the
exercise,of redevelopment posters by the City in the Southeast
overtown/Park West community redevelopment area (the "Area"),. the
implementation of the community redevelopment plan for the Area
(the "Plan"), the delegation by the County to the City Commission
to act as the community redevelopment agency for the City, and
the use of tax increment financing to. pay the. costs of the
implementation of the Plan; and
WHEREA.9, pursuant to and in accordance with th4 2ntavloaal
Cooperation A4jreen4vnt and the delegation of powers therein, the
City proceeded to exercise such redevelopment powers by acquiring
property for redevelopment purposes and causing the development
of certain multi -family residential facilities, commercial
developments, public improvements and various other improvements
in the Area in furtherance of the Plan, and
WHEREAS, the City desires to issue its revenue 'bonds (tho
.Bonds") secured by tax increment revenues deposited in the
Redevalapmant Trust fund (as deauribed below) for the Area and to
use the proceeds of the Bonds for the purpose of (1) repayment of
a loan to the City from the U.S. Department of Housing and Urban
Development, which the City used to finance the acquisition of
certain land in the Area, (2) reimbursement to the city of
$750,000 used by the city to pay expenses of implementing the
Plan, (3) financing the construction of certain inrrastructure
improvements and (4) financing the acquisition of additional land
in the Area which will be sold or leased to developers for
construction thereon of- multi -family residential facilities,
.r
commercial developments, public improvements and various other
improvements, and
IWHER.EAs, prior to the issuance of the Bonds the City and
the County desire to make certain amendments to the Interlocal
cooperation Agreement,
_ NOW, THEREFORE, the county and the City agree as follows:
1. pefiIned Term_. Capitalized terms used herein shall
have the meanings ascribed to them in the Interlocal Cooperation
Agreement.eXcept as otherwise specifically defined' herein. -
2. Des
Dele ation of Redeve-opm t Pow S, Payments f om Fund. The•
City and County agree that the City Coe mmassion of the. City is
the community Redevelopment Agency ("CRA") for the Project and
has been functioning as the CRA since the effective date of the
Interlocal cooperation Agreement (April 19, 1903). The City and
County further ag_a•' that the'Connty delegated certain specified
redevelopment powers within the meaning of Section 163.410,
Florida Statutes, to the CPA in the Interlocal- Cooperation
Agreement. The City and County further agree that the CRA is
authorized tom e payment. Zram.2 and to the City to pay debt
service on the on pursuant to the In er oca Bement between
s
the City and the CRA dated �March
�8, 1990.
3.-stablishment of Fund. The city and county agree that
the city was authorized by the interlocal Cooperation Agreement
to establish the Fund and that the creation of the Fund by the
City under Ordinance No. 9590 emitted on April 6, 1983, was
approved by the County by the adoption of -Resolution No. R-467-83
and the county•a cxocutinn of the Interlocal Cooperation
Agreement.
4. Base Values. The City and County agree that the
assessed value of property for ad valorem taxation purposes to be
used. in calculating the amount of tax increvent revenues is (a)
with respect to the Area as initially approved by the County and
as described on the map attached 'to County. ordinance No. 82-115
as Exhibit "A", the value as of January 1, 1982, contained, in the
preliminary ad valorem assessment roll for'1982 prepared by the
Property Appraiser of the County; and.(b) with respect to the
addition to the Area approved by the county in ordinance No.
86-4, the value as of January 1, 1985, contained in the
1985 prepared by the
preliminary ad valorem assessment roll for
Property Appraiser of the County.
5. Rutervrise Zone Tax Exemptions. The City and County
agree that a part of the Area is in an "enterprise zone" created
by the County pursuant to sections 290,0055 and 29o.0065, Florida
.Statutes (1989) (the "overtown Enterprise zone"). The City and
G7
County further agree that by referendum held on November 4, 1986,
the County was authorized at its discretion to grant property tax
exemptions to new businesses and expansions of existing
businesses located in the overtown Enterprise Zone and, in
furtherance of such authorization, the County enacted ordinance
No. 88-27 on April 19, 19881 authorizing the grant of such
property tax exemptions, which ordinance has been codified in -the
Code of Hetropolitan Dade county, Florida (the "County code").as
Chapter 29, Article X. The City and County further agree that
the County. has not previously granted any property tax
dicanptions for new and expanding -businesses in the overtown
enterprise Zone. The County hereby agrees (i) not to grant any
property tax exemptions to new and expanding businesses located
Within the Overtown Enterprise Zone and (ii) to amend County code
Section 29-91 to read as follows:l
Section 29-81. Authority to grant the exemptions.
Pursuant to the terms of this article [ordinance
Number 89-271, the board of county c,1 issioners at
its discretion is hereby authorized to grant by
ordinance ad valorem tax exemptions to new and
expanding businesses located within enterprise zones,
as defined herein, except in the community
redevelopment area located in South Miami Beach which
is generally bounded by Sixth street on the north,
Biscayne Bay on the crest, the Atlantic Ocean on the
east and Government rut on the south .and in the
community pedevelonment area located in southeast
Oyertmmifork Hest which is venerally bounded by 1-395.
I-95, H.W. 5th Street. Metrorail right of way. N.W. ist
street. North 1liami Avenue N E 5th Street and
Miscayne Boulevard. The board of county comxissioners
may also agree to grant an exemption based merely on
presentation of proposals that indicate serious intent -
to build a now business or expand an existing business
Within an enterprise zone, except in the above -
referenced community redevelopment areas located in
South Miami Beach and Southeast overtown/Park West,
provided however, that 'the improvements to real
property are made or the tangible personal property
are added or increased an or after the day the
ordinance granting the exemption is adopted.-
6. Effect -of Amendments. This Amendment supplements the
Intetlocal Cooperation Agreement by such additional provisions
as are set forth herein. Accordingly, the City and county agree
1 Underscored words indicate the amendment proposed.
Remaining provisions are now in effect and would remain unchanged.
G
lu
that the provisions of the Interlocal cooperation Agreement
remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names by their duly authorized
officers and the corporate seals to be affixed hereto, all of the
day and year first above written.
(Seal)
ATTEST:
i'JtiFtt.f 4�C� •Ar1
an'rcity clerk
A T: 4
Deputy Clete
Prepared and Approved by:
&"mk!Y City Attorney
- rySSiS+nnt'
A
CITY OF MIAMI, a
Municipal co oration
of the St3 of Florida
By.- ---
Cesar H. odic
City Manager
METROPOLITAN DADE COVHTY,
a political subdivision
Of the state of Florida
BY*cty-1
Manager
Approved as to Form and
Correctness:
Hy:
o ge nandes
city Attor ey
.r-90-171 EXHIBIT A
Z/28l90
RESOLUTION NO. ®O-0��
A RESOLUTION OF THE CITY.OF MIAMI, FLORIDA, WITH
ATTACHMENTS, AUTHORIZING THE ISSUANCE NOTTO
00) IN
EXCEED TWENTY-TWO MILLION DOLLARS ($ +
PRINCIPAL AMOUNT OF THE CITY'S COMMUNITY
REDEVELOPMENT REVENUE BONDS, SERIES 1990, TO
FINANCE THE COST OF OR TO REIMBURSE THE CITY FOR
THE COST OF THE ACQUISITION OR IMPROVEMENT FOR
REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN THE
SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND
TO FINANCE THE REPAYMENT OF A LOAN MADE TO THE CITY
BY THE UNITED STATES DEPARTMENT OF HOUSING AND
URBAN DEVELOPMENT IN CONNECTION THEREWITH;
PROVIDING FOR THE SOURCE OF REPAYMENT OF SAID BONDS
FROM REVENUES; AUTHORIZING THE EXECUTION OF
AMENDMENTS TO AN INTERLOCAL COOPERATION AGREEMENT
DATED MARCH 31, 1983, BETWEEN THE CITY AND DADE
COUNTY AND THE EXECUTION OF AN INTERLOCAL AGREEMENT
BETWEEN THE CITY AND THE COMMUNITY REDEVELOPMENT
AGENCY; AUTHORIZING VALIDATION OF THE BONDS;
PROVIDING CERTAIN OTHER DETAILS WITH RESPECT
THERETO; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE COMMISSION OF THE CTTY OF MIAMI,
FLORIDA:
SECTION I. Authority. This Resolution is enacted pursuant
to the Charter of The City of Miami, Florida (but only to the
extent not inconsistent with and not repealed by the provisions
of Section 166.021, Florida Statutes); Section 163.01, Florida
Statutes; Part III, Chapter 163, Florida Statutes; Chapter 166,
Florida Statutes; the Constitution of the State of Florida; and
other applicable.provisions of law.
SECTION.2. Findings and Determinat ons� It is hereby
ascertained, determined and declared that:
A. The existence of the slum and blighted
areas
i
therein in The City of Miami (the "City") y
adversely affects the health, safety and welfare of the
citizens and taxpayers of the City and adversely affects
tourism and related industries in, and the public image
of, the City.
B. The existence of one or more slum or blighted.
areas in the City, specifically the Southeaasstto ). impores
Overtown/Park West Redevelopment area ("Overtown")
and ..es
an undue and oppressive burden upoq government
citizens of the City, which if not reduced or eliminated
of the City to provide
will adversely affect the ability
local government services to its citizens and will
safety
seriously undermine and damage the public
and welfare.
C. The deterioration and blight in Overtown are
such that they cannot be remedied solely by private
efforts. There is no economic incentive; logistical
problems such as acquisition of various tracts of otential
estate from several owners effectively deter any p
private developers. Such developers, with governmental investors
assistance would be, have been, and are willing
in the redevelopment of Overtown. Therefore the problems
of deterioration and blight are such that can be
moment in
effectively remedied by the participation of g
a redevelopment program.
CITY COMMISSION
MEETING OF
ATTACHMIEtFTS MAR 8 19g0
JC REMARKS:
D. Dade County (the "County") has approved on
December 7, 1982, a redevelopment plan for Overtown (the
"Plan") and has provided for an interlocal cooperative
agreement between the County and the City, dated as of
March 31, 1983, as amended (the "Interlocal Cooperation
Agreement") delegating redevelopment powers to the City
Commission of the City, providing for the creation of a
redevelopment trust fund by the City and the deposit of
tax increment revenues therein and providing,for the
issuance of bonds, notes and other obligations secured by
such revenues in accordance with certain conditions set
forth in the Interlocal Cooperation Agreement. Pursuant
to the Interlocal Cooperation Agreement, the City has
provided for the creation of the redevelopment trust fund
(the "Redevelopment Trust Fund") and the funding and
administration thereof.
E. The rehabilitation and redevelopment of
overtown is necessary in the interest of the public
health, safety, morals and welfare of the City, and in
order to carry out such rehabilitation and redevelopment
it is necessary and appropriate for the City Commission to
be a Community Redevelopment Agency ("CRA") under Part III
of Chapter 163, Florida Statutes (the "Redevelopment
Act"). The Interlocal Cooperation Agreement in effect
recognized the City Commission as the CRA under the
Redevelopment Act.
F. The City has determined that the redevelopment
of Overtown will require the acquisition of certain lands
within Overtown (the "Lands"), as more particularly
described on Exhibit "A" hereto, for redevelopment
purposes, and the City acting as the CRA under its
delegated redevelopment powers has already begun a program
of acquiring such Lands.
G. Pursuant to the terms of a Section 108 Loan
Agreement dated February 7, 1988, (the "Loan Agreement"),
the City borrowed $5,958,400 (the "HUD Loan") from the
Department of Housing and Urban Development of the -United
States("HUD"), which moneys were used by the City to
acquire certain of the Lands (the "HUD -financed Lands").
The City has leased or conveyed the HUD -financed Lands to
private developers who have constructed or are in the
process of constructing multi -family rental or condominium
housing projects on such property, except for one parcel
of land which has been leased to the Miami Sports and
Exhibition Authority and upon which the Miami Arena is
located.
H. The City desires to acquire or improve certairt
other parcels of the Lands (the "other Lands") for
redevelopment purposes, which other Lands may be conveyed
or leased to private developers for multi --family rental or
condominium projects, or for other commercial ventures or
projects or other purposes provided for in the Plan.
I. The City, through the issuance of revenue
bonds, expects to be able to obtain funds on terms more
beneficial to the city than the funds obtained under the
Loan Agreement to repay the HUD Loan and to finance the
acquisition of the Other Lands which Other Lands may be
conveyed or leased to private developers for multi -family
rental or condominium projects, or for other commercial
ventures or projects or other purposes provided for in the
Plan.
90- 0196
6
J. Redevelopment of Overtown will add to
employment in the City both by creating employment
opportunities for persons in the construction industry in
the City and by the creation of new jobs by merchants,
entrepreneurs and other commercial ventures who after the
redevelopment of the area will be willing to locate their
businesses in overtown. Redevelopment will also
contribute to the stability of family life in the City by
providing affordable housing to lower income residents.
K. The City, under the, terms of the Interlocal
Cooperation Agreement, is authorized to issue bonds or
other obligations payable from tax increment revenues
deposited in the Redevelopment Trust Fund which funds are
to be pledged to repayment of bonds, notes or other
obligations secured by such revenues (the tax increment
revenues deposited in the Redevelopment Trust Fund, the
rental revenue derived by the City under the Land Lease
Agreement dated October 10, 1986 between the City, the
Miami Sports and Exhibition Authority and Decoma Miami
Associates, Ltd. and any other source of revenues which
may be irrevocably pledged by the City for the payment of
the 1990 Bonds (as hereinafter defined) prior to the
issuance of the 1990 Bonds are hereinafter referred to as
the "Pledged Revenues").
L. The acquisition of the other Lands and the
repayment of the HUD Loan through the issuance of not to
exceed $22,000,000 in aggregate principal amount of the
City's Community Redevelopment Revenue Bonds, Series 1990
(the "1990 Bonds"), the principal of, premium, if any,
with respect to and interest on which shall be payable
solely from the Pledged Revenues, will serve proper and
sufficient public purposes by aiding in the eradication of
slum and blighted conditions and revitalizing of Overtown.
SECTION 3.. Authorization of Acquisition of otner Lands ana
Renavment of HUD Loan: Authorization, of Bonds. The acquisition,
of the HUD -Financed Lands is hereby ratified and the acquisition
of the Other Lands and the repayment of the HUD Loan are hereby
authorized, with the cost thereof to -be financed through the
issuance of the 1990 Bonds by the City. subject and pursuant to
the terms hereof, the 1990 Bonds are hereby authorized to be
issued at one time, or from time -to time as needed, in series, in
an aggregate principal amount not exceeding Twenty -Two Million
Dollars ($22,000,000). The denominations of the 1990 Bonds,
interest rates to.be borne by the 1990 Bonds, the maturity dates
thereof and the other terms of the 1990 Bonds shall be
established by subsequent ordinance or resolution of the City
adopted prior to issuance thereof. In no event, however, shall
the 1990 Bonds bear interest at a rate in excess of the maximum
rate permitted by applicable law or mature more than thirty years
after the date of issuance thereof.
The 1990 Bonds shall be payable solely from and secured by
the Pledged Revenues. The 1990 Bonds and the premiums, if any,
with respect thereto, and the interest thereon shall not be
deemed to constitute,a debt, liability or obligation of the City,
the CRA, the County or the State of Florida or any political
subdivision thereof, or a pledge of the faith and credit of the
City, the CRA, the County or the State of Florida or any
political subdivision thereof, but shall be payable solely from
the Pledged Revenues, and the City shall not be obligated to pay
the 1990 Bonds, the premiums, if any, related thereto or the
interest thereon, except from the Pledged Revenues, and neither
the faith and credit nor the taxing power of the City, the CRA,
the County or the State of Florida or any political subdivision
7
thereof is pledged'to the payment of the 1990 Bonds.
The 1990 Bonds may be issued so that the interest thereon
shall be intended to be included in the gross income of the
holders thereof for federal income tax purposes or so that such
interest shall be intended to be excluded from the gross income
of the holders thereof for federal income tax purposes, as shall
be determined by ordinance or resolution of the city adopted
prior to issuance of the 1990 Bonds.
SECTION 4. ARRroval of Amendments &o InteKlocal
Cooperation Agreement. The Interlocal Cooperation Agreement
shall be amended as described in Exhibit "B" hereto. The
amendment of the Interlocal Cooperation Agreement, substantially
in the form attached hereto as Exhibit "B", is hereby authorized
and ---the City Manager and --the Clerk or any Assistant or Deputy
Clerk of .the City are hereby authorized to execute any document
evidencing such amendments subject to such changes, omissions and
filling of blanks therein as the officers executing the same
shall approve, such execution to constitute conclusive evidence
of such approval.
SECTION S. AcoroXl of the Interlocal Agreement. The City
Commission, as the CRA, desires to share with the City its powers
with respect to redevelopment, the issuance of bonds, and other
matters, through the execution of an interlocal agreement between
the City and the CRA (the "Interlocal Agreement") The execution
by the City of the Interlocal Agreement, substantially in the
form attached hereto as Exhibit "C", is hereby approved, and the
City Manager and the Clerk or any Assistant or Deputy Clerk are
hereby authorized to execute such Interlocal Agreement on behalf
of the City, subject to such changes, omissions and filling of
blanks therein as the officers executing the same shall approve,
such execution to constitute conclusive evidence of such
approval.
SECTION 6. Validation Authorized The City Attorney is
hereby authorized and directed to institute proper proceedings in
the Circuit Court of the Eleventh Judicial Circuit, in and for
Dade County, Florida, to confirm and validate the'1990 Bonds and
to pass upon the security thereof and the validity and legality
thereof, of the Interlocal Agreement and of other matters
relating thereto.
SECTION 7. ;everability. If any one or more of the .
covenants, agreements or provisions of this Resolution shall be
held contrary to any express provisions of law or contrary to the
policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements or provisions shall be
null and void and shall be deemed separate from the remaining
covenants, agreements or provisions of this Resolution or of the
1990 Bonds issued hereunder which shall remain in full force and
effect.
r
SECTION B. Effective Datg, This Resolution shall be
effective immediately upon its adoption.
PASSED AND ADOPTED this eth day of March, 1990.
ATTEST:
avier L. suare yor
Ma ty Hirai, City Clerk
Prepared and approved by: Approved As to Form and
Correctness:
�.c
Linda K. Kearson, J rge-L. F) nandez,
Assistant City Attorney City At�ney
p 90-019G
f
EXHIBIT A
}
CITY OF MIAMI
S.E. Overtoxn/Park West
Community Redevelopment Project
PROPERTIES TO BE ACQUIRED WITH THE BOND PROCEEDS
Properties located in a City block bounded by N.W 8th Street,
N.W. 9th Street, N.W. 2nd Avenue, and li-W. 3rd Avenue
Properties located in a City block bounded by H.W. 9th Street,
N.W. 10th Street, N.W. 3rd Avenue and N.W. 2nd Court
Properties located in a City block bounded by N.W. 9th Street,
N.W. and 10th Street, N.W. 2nd Court, and N.W. 2nd Avenue
Properties fronting N.W. -2nd Avenue of a City block bounded by
N.W. 8th Street, N.W. 9th Street, H.W. 2nd Avenue, and H.W. 1st
Court
Properties located in a City Block bounded by H.W. 10th Street,
N.W. 11th Street, N.W. 1st Avenue, and North Miami Avenue
Properties located in a City Block bounded by N.W. 11th Street,
N.W. 12th Street, H.W. 1st Avenue, and North Miami Avenue
Properties fronting N.E. 1st Avenue of a City block bounded by
H.W. 7th Street, N.W. 8th Street, North Miami Avenue, and N.E.
1st Avenue
90-0196
%D
MIBII "B"
•,rya• • r• • • :�� • � h; :�a��:•.M
THIS AGREEMENT, made this day of i
1990, by and between Metropolitan Dade County, a pol tica
subdivision of the State of Florida (hereinafter referred to as
the "County") and the City of Miami, Florida, a municipal
corporation under the laws of the State of Florida (hereinafter
referred to as the "City").
W I T N E S S E T H:
WHEREAS, the City -and the County entered into an Interlocal
Cooperation Agreement, dated as of March 31, 1983 (the
"Interlocal Cooperation Agreement"), which provided for the
exercise of redevelopment powers by the City in the Southeast
Overtown/Park West community redevelopment area (the -"Area"), the
implementation of the community redevelopment plan for the Area
(the "Plan"), the delegation by the county to the City Commission
to act as the community redevelopment agency for the City, and
the use of tax increment financing to pay the costs of the
implementation of the Plan; and -
WHEREAS, pursuant to and in accordance with the Interlocal
Cooperation Agreement and the delegation of powers therein, the
City proceeded to exercise such redevelopment powers by acquiring
property for redevelopment purposes. and causing the development
of certain multi -family residential facilities, commercial.
(7CYC1V!lLlCl,6n, puirlic improvements and various other improvements
in the Area in furtherance of the Plan, and
WHEREAS, the City desires to issue its 'revenue bonds (the
"Bonds") secured by tax increment revenues deposited in rthe
Redevelopment Trust Fund (as described below) for the Area and to
use the proceeds of the Bonds for the purpose of (1) repayment of
a loan to the City from the Q.S. Department of Housing and Urban
Development, which the City used to finance the acquisition of
certain land in the Area and (2) financing the acquisition of
additional land in the Area which will be sold or leased to
developers for construction thereon of multi -family residential
facilities, commercial developments, public improvements and
various other improvements, and
WHEREAS, prior to the issuance of the Bonds the City and the
County desire to make certain clarifying amendments to the
90-0i96
Interlocal Cooperation Agreement, and to provide for the approval
by -the County o,f the 'issuance of the Bonds by the City,
NOW, THEREFORE, the County and the City agree as follows:
1. County_ Approval of Bonds. The parties hereby find,
recognize and acknowledge that no bonds, notes or other
obligations have been issued within the two (2) year period
after December 31, 1982, the effective date of County ordinance
No. 82-115, the payment of which is secured by tax increment
revenues of the County. However, notwithstanding the provisions
of Paragraph II.C.6. of the Interlocal Cooperation Agreement, the
County does- hereby consent to the issuance of the revenue bonds
described in Resolution No. of the City, adopted on
March 8, 1990 (the "Bonds"), and the pledge of tax increment
revenues (including tax increment revenues of the County) in the
Redevelopment Trust Fund authorized by the Interlocal Cooperation
Agreement and -created- by'Ordinance No. 10018 of the City enacted
on July 1WI, 1985 (the "Trust Fund"), for the payment of principal
of and interest on the Bonds. Furthermore, with regard to the
Bonds, the County agrees not to assert and does hereby waive the
provisions in Paragraph II.C.6. pertaining to the County
rescinding its obligation to continue to appropriate annually tax
increment revenues to the Trust Fund, and does hereby agree to
continue making such appropriations for so long as the Bonds are
outstanding.
2. Approval of Interlocal Agreement Between City and
Community Redevelopment Agency. The County does hereby consent
to and approve the obligation of the Community Redevelopment
Agency of the City of Miami, Florida (the "Agency"), in the
Interlocal Agreement between the City and the Agency, dated as of
March 8, 1990, to make payments of tax increment revenues from
the Trust Fund to the City to be used for payment of principal of
and interest on the Bonds.
3. Rede elonment Trust EMSI; Base Valpgg. The County.
~ does hereby find, acknowledge and*.agree Lh&L Um City has
established and is properly administering the Trust Fund and that
the City has prepared an annual .budget relating to the use of
funds in the Trust Fund and has presented such budget to the
County for approval in accordance with the provisions of the
Interlocal Cooperation Agreement. The parties find, acknowledge
and agree that the'assessed value of property for ad valorem .
taxation purposes to be used" in calculating the amount of tax
increment revenues shall be the value reflected in the
preliminary ad valorem assessment roll prepared by the Property
Appraiser of Dade County, Florida, pursuant to section 193.1142,
Florida Statues, reflecting values as of January 1, 1982.
4. Tax Increment Calculation. The parties agree that the
calculation each year of the amount of tax increment revenues to
q0-0196
be appropriated by each "taxing authority" (as that term is
defined in Section 163.340(22),• Florida Statutes (1989)), and
7 deposited in the Trust Fund shall be made in accordance with the
formula set forth in Section 163.387(1), Florida statutes (1989).
The City -agrees to amend its Ordinance 9590 and the County agrees
to amend its Ordinance 82-115 to provide that the calculation of
the tax increment revenues shall be made as follows:
[The) increment shall be determined annually and shall be
that amount equal to 95 percent of the difference between:
(a) The amount of ad valorem taxes levied each year by
each taxing authority, erxclusive of any debt service
millage, on taxable real property contained within the
geographic boundaries of a community redevelopment
area; and
(b) The -amount of ad valorem taxes which would have
been produced by the rate upon Which the tax is levied
each year by or for each taxing authority,. exclusive of
any debt service millage, upon the total of the
assessed value of the taxable real property in the
community redevelopment area as shown upon the most
recent assessment roll used in connection with the
taxation of such property by each taxing authority
prior to the effective date of the ordinance providing
for the funding of the trust fund.
5. Effect gf amendments. This Agreement amends the
Interlocal Cooperation Agreement by amending those paragraphs
thereof specifically referred to herein and supplements said
Interlocal Cooperation Agreement by such additional provisions
as are set' forth herein, provided however, the delegation of
redevelopment powers from the County to the City and the
effective date of the creation of the Trust Fund shall remain as
provided in the Interlocal Cooperation Agreement and shall not be.
affected or chaugad by this Acjia'etioo.,�.
6. Ratification of Prior Actions. The County recognizes
and acknowledges that the City has proceeded with the
redevelopment of the Area. The County does hereby ratify and
approve of such redevelopment and, furthermore, finds and
acknowledges that such redevelopment by the City was undertaken -
in accordance with the requirements of the Interlocal Cooperation
Agreement.
7. CoMunity RedevelRy end t Aaen2y. The City and the
County acknowledge that the City Commission was intended to be
and has been functioning as the Community Redevelopment Agency
within the City pursuant to the delegation of redevelopment
90-0g96
powers by the County to the City under. the Interlocal Cooperation
Agreement.- ,
S. pelegatiop of Powers. Pursuant to section 163.410,,
Florida Statutes, the County, as a charter county, did on March
31, 1983 delegate certain redevelopment powers to the City in the
Interlocal Cooperation Agreement, and such delegation is hereby
reaffirmed, ratified and continued.
9. Deemed to -Se Resolution. In those instances in which
Part III, chapter 163, Florida Statutes, provides that certain
actions are to be taken by resolution, the parties hereto
acknowledge and agree the Interlocal Cooperation Agreement, this
Agreement amending the Interlocal Cooperation .Agreement, and any
provision of Aach of such agreements shell be deemed to be such
resolution.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names by their duly authorized
officers and the corporate seals to be affixed hereto, all of the
day and year first above written.
WITNESS our hands and seals on this day of
1990.
CITY OF MIAMI, a
(Seal). Municipal corporation
ATTEST: of the State of Florida
Matty Hirai
City Clerk
ATTEST,
Deputy Clerk
Prepared and Approved by:
LINDA K. KEARSON
ASSISTANT CITY ATTORNEY
27387016 ila:WP163
r
By:
Cesar H. Odio
City Manager
METROPOLITAN DADE COUNTY,, a
political subdivision of the
State of Florida
By:
XAVIER L. SUAREZ, MAYOR
Approved as to Form and
Correctness:
BY:
Jorge L. Fernandez
City Attorney
4
f
�� 90-0196
EXHIBIT C
1 INTERLOCAL AGREEMENT
(Overtown Project)
This Interlocal Agreement (the "Agreement"), is
made as of this day of 1990, by and
between the Community Redevelopment Agency of The City of
Miami, Florida, a public body corporate and politic of the
State' of Florida (the "Agency"), and The City of Miami,
Florida, a Florida municipal corporation (the "City").
W I T N E S S E T H:
WHEREAS, it is the purpose and intent of this
Agreement, the pa=ties hereto.,.and Section 163.01, Florida
Cooperation Act^of 1969~(the_"Cooperation Act") to permit
and -authorize the Agency and the City to make the most effi-
cient use of their respective powers, resources, authority
and capabilities by enabling them to cooperate on the badis
of mutual advantage and thereby achieve the results provided
hereby; and
"WHEREAS, it is the purpose of the Cooperation Act
to provide a means by which the Agency and the City may
exercise their respective powers, privileges and authority
which they may have separately, but which pursuant to this
Agreement and the Cooperation Act they may exercise colLec-
tively;'and
WHEREAS, the Agency and the City desire to have
constructed multi -family residential facilities, commercial
-developments, public improvements and various other improve-
ments constituting a redevelopment project in the Southeast -
Overtown/Park West community redevelopment area of the City
(the "Project")-, which will promote the rehabilitation and
redevelopment of the community redevelopment area, benefit
the local economy, and be of substantial benefit to the en-
tire City and the area of operation of the Agency; and
WHEREAS, the City proposes to issue revenue bonds
(the "Bonds") -to finance the cost of the acquisition, con-
struction, and equipping of the Project, including the
payment of certain loans and advances from the U.S.
Department of Housing and Urban Development (the "HUD
Loan"); and
WHEREAS, the City iroposes to pledge the rental
revenue derived by the City under the Land Lease Agreement
dated" October 10, 1986 between the City, the Miami Sports
15
• 1 1 - 'l.,
anti Exhibition Authority and Decoma Miami Associates, Ltd.
and the City and the Agency propose to pledge the increment
revenues and certain other funds deposited in the
Redevelopment Trust Fund, in each case to secure the City's
obligations with respect to -the Bonds and in the case of the
Agency to pay the Agency's obligations to the City created
by this Agreement; and
WHEREAS, but for the mutual undertakings hereunder
of the parties, it would be necessary for either the City or
the Agency, acting individually, t9 provide all financing,
pledge all security and take all actions required or permit-
ted for construction of the Project; however, under the
Cooperation Act each has elected to pursue jointly and col-
lectively these separate actions, all in accordance with the
intent and.purpose of the Cooperation Act permitting local
nsnlrprnnnntR among other thinms to ornari.an f__nm t{,n:= re„e_
nues the financial and other support for the purposes set
forth in interlocal agreements; and
WHEREAS, the Agency and the City wish by this
Agreement to more fully establish the joint and several
obligations, duties and responsibilities of the City and the
Agency created hereby, to provide a means and method for a
cooperative venture by the parties, and to more fully secure
'the payment of the obligations contemplated hereby, includ-
ing the Bonds proposed to be issued by the City, and the
obligations of the Agency hereunder, in the manner provided
herein and in the proceedings providing for the issuance of
the Bonds by the City in order to further the purposes
stated herein;-
- NOW, THEREFORE, in consideration of the mutual
covenants and agreements of the parties, the Agency and the
City agree as follows:
SECTION 1. Authority. This Agreement is en-
tered into pursuant to the provisions of Section 163.01 and
Part III, Chapter 163, Florida Statutes; Chapter- 166,
Florida Statutes; the Charter of the City; and other appli-
cable provisions of law.
SECTION 2. Definitions. For the purposes of
this Agreement, the term RResolu%ion" means Resolution
No. adopted by the City (:-3mmission of the City on
March 8, 1990,17as it may be amendec: or supplemented from
time to time. Unless otherwise indicated, all other capi-
1/ Said Resolution having been adopted by the
Miami City -Commission in its capacity as the
Community Redevelopment Agency of the City .
of Miami, Florida.
2
16 90-019G
tal'ized terms used herein shall have the same meanings as
attributed to them in the Resolution.
Words importing singular numbers shall include the
plural number in each -case -and vice versa, and words import-
ing persons shall include firms, corporations and other en-
tities, including governments or governmental bodies.
SECTION 3. Findings.
A. The Agency hereby adopts, ratifies, and af-
firms•the' findings of the City contained .in the Resolution.
B. The parties hereby recognize and find that it
is in the best interests of each and the public to establish
a cooperativA h-tw tom- !a- ;e here«^ in ^:-
der to best carry out the purposes of the Act and to further
the goals and objectives of the Community Redevelopment Plan
(the -"Plan") for the- Southeast Overtown/Park West
Redevelopment Area (the "Area") as, approved by the City on
July.'29, 1982 by adoption of its Resolution 82-755, specifi-
cally including the inducement to the City to provide for
the financing of the acquisition, construction, and equip-
ping of the Project, the pledge of the security therefor,
and the incurrence by the Agency of the Agency's Obligations
(as hereinafter defined).
C. The parties hereto hereby find that each has
the requisite power and authority to enter into and be bound
by this Agreement and to effectuate and carry out its provi-
•sions to the fullest extent contemplated hereby.
D. The parties. hereto hereby find that to the
fullest extent contemplated hereby, either party may perform
its respective actions required hereby to finance and ac-
quire, construct, equip, and install the Project.
SECTION 4. Goals- objectives. The goal and -ob-
jective of each of the parties to this Agreement is to
provide the means for each individually and both collec-
tively to participate to the fullest extent of its and their
authority and resources to bring about the Project. It is
further the goal and objective of the parties hereto that
the successful completion of the Project be done in the most
expeditious manner reasonably available to the parties
resulting in the least cost and greatest overall benefit to
the public.
3
1M
/7
SECTION 5. Cooperatior.; Exercise of Powers.
The parties hereto agree to cooperate and assist each other
in achieving the goals and objectives set forth in Section 4
hereof. Furthermore, each mf the parties hereto does hereby
:grant -to the other and does acknowledge that the other party
may in furtherance of the goals and objectives, exercise any
..and all powers legally available to the other, including the
taking of -any action under Part III, Chapter 163, Florida
Statutes, the issuance of bonds, the pledge of security
therefor, the acquisition of title to any property by emi-
nent domain or otherwise, the disposition of any property by
lease, sale or otherwise, the pledge or use of monies in the
Redevelopment Trust Fund, which but for this Agreement, that
party may not be able to exercise and which by virtue of
this" Agreement may bE shared with the other party and be
exercised separately or collectively. With regard to .the
disposition of property by the Agency, in accordance with
Section 163.380(2), Florida Statutes, such property may be
sold, leased or otherwise transferred at not less than its
fair value in accordance with such reasonable bidding proce-
dures as the Agency may prescribe, which may be different
from the bidding procedures prescribed by the City. The
Resolution, as amended from time to time, may implement the
purposes and intent of this Agreement by allocating the
respective duties, responsibilities, and obligations of the
parties in furtherance of this Agreement and the Project.
SECTION 6. Financing.
A. The City proposes to issue the Bonds authorized
by and in accordance with the Resolution for the purpose of
paying the cost of acquiring, constructing, equipping and
installing the Project, payment of the HUD Loan and for
other lawful purposes authorized by the Resolution. The
debt service on the Bonds will be secured in the manner
provided herein and in the Resolution.
B. The City owns or will acquire title to the
site of the Project and will construct or cause to be con-
structed thereon the Project. The City is willing to
finance the cost -of the acquisition, construction and equip-
ping of the Project and payment of the HUD Loan, and to make
payment of all debt service on the Bonds issued for such
purposes from revenues pledged for such purpose in'the
Resolution.
C. Commencing with the delivery of the Bonds, the
Agency shall immediately deposit or cause to be deposited
4
�� 90-0196
tax increment revenues into the Redevelopment Trust Fund and
shall continue to make or cause to be made such deposits for
so long as the Bonds remain unpaid and thereafter until the
Agency's Obligations (as hereinafter defined) incurred
hereunder shall have been paid in full -by the Agency to the
.City.
D. On or before the first payment of principal or
interest or both on the Bonds is due and payable, the Agency
.shall transfer funds on deposit in the.Redevelopment Trust
Fund to a segregated account in said Fund in an amount equal
to the lesser of the funds on deposit in the Redevelopment
Trust Fund or the amount of such debt service payment. Such
a transfer shall be made for each payment of debt service on
the Bonds as the same are due and payable. _ (The Agency's
obirgation to make such transfers is hereby referred to as
the "Agency's Obligations").
E. In order to secure its indebtedness to the
City for the Agency's Obl-igations, the Agency hereby pledges
to the City and grants to the City a security interest in
and an irrevocable lien upon the Tax Increment Revenues
prior and superior to. all other liens or encumbrances
thereon except for the lien thereof in favor of the
BondholNrs. The City and the Agency, to secure the obliga-
tions of the City under the Resolution in favor of the
Bondholders, hereby pledge to such holders and grant to such
holders, or any Trustee therefor designated pursuant to the
Resolution, an irrevocable lien upon and a security interest
in the Tax Increment Revenues for the payment of interest,
premium, if any, and principal on the Bonds, all reserves
therefor and all other obligations of the City to the extent
and in the manner provided in the Resolution.
F. The Agency .is presently entitled to receive
Tax Increment Revenues to be deposited in the Redevelopment
Trust Fund, and has taken all action required by law to en-
title it to receive such revenues, and the Agency will dili-
gently enforce the obligation of any Taxing Authority.(as
defined in Section 163.340(Z), Florida Statutes) to appro-
priate its proportionate share of the Tax Increment Revenues
and will not take, or consent to or permit, any action which
.will impair or adversely affect the obligation of each such
Taxing Authority to appropriate its proportionate share of
such' revenues, impair or adversely affect in any manner the
deposit of such revenues in the Redevelopment Trust Fund, or
the pledge cf such revenues hereby and by the Resolution.
The Agency and the City shall be unconditionally and irrevo-
cably obligated, so long Es any of the Bonds are outstand-
ing, and until the payment :.n full by the Agency of its in-
l�
debtedness to the City for the Agency's Obligations, to take
all lawful action necessary or required in order to ensure
that each such Taxing Authority. shall appropriate its.
proportionate share of the Tax Increment Revenues as now or
later required by law, and to make or -cause to be made any
deposits of Tax Increment Revenues or other funds .required
by this Agreement, the Resolution, and the Act.
G. The Agency will not issue any debt obligations
payable from or secured by the Tax Increment Revenues, ex--
cept as may be permitted by the Resolution and with the ex-
press written approval of the City.
H. The Agency does hereby authorize and consent
to the exercise of full and complete control and custody of
:the ---Redevelopment Trust Fund, and any and all monies
therein, by the City or any trustee designated pursuant to
the Resolution, for the purposes provided in the Resolution
and.this Agreement, including the payment by the City, or by
the trustee on behalf -of the City, .of debt service on the
Bonds and payment of the Agency's Obligations.
SECTION 7. Representations and Warranties.
A. The Agency does hereby represent and warrant
to the City that it has all requisite power, authority, and
authorization to enter into this Agreement, has taken all
necessary actions required to enter into this Agreement,
make any payment contemplated hereby, and to fulfill any and
all of its obligations, duties, and responsibilities
provided for or required of it by this Agreement, whether
exercised individually or collectively.
B. The City does hereby represent and warrant to
the Agency that it has all requisite power, authority, and -
authorization -to enter into this Agreement, has taken all
necessary actions required to enter into this Agreement,
make.any payment contemplated hereby, and to fulfill any and
.all of its obligations, duties, and responsibilities
provided for or required of it by this Agreement, whether
exercised individually or collectively.
SECTION 8. Amend:iente. Neither the Resolution
nor any amendments or supplem..nts thereto, shall be adopted
which would have the effect of enlarging the obligations of
tine City or the Agency hereunc:er or adversely affecting the
rights or interests of the Ci'.y or Agency, without the writ-
ten consent of the City thereto if the obligations of the
90- 0196
City are being enlarged or the rights or interests of the
City are adversely affected, or wit": the written consent of
the Agency thereto if the obligations of the Agency are be-
ing enlarged or the rights or interests of the Agency are
adversely affected. This.- Agreement may be amended by the
*mutual agreement of the City and the Agency at any time and
from time to time prior to the issuance of the Bonds.
Thereafter, no modification or amendment of this -Agreement
or any.agreement amendatory hereof or supplementary hereto,
adverse to the rights or interests of the Bondholders, shall
be effective without the consent in Griting of the holders
of at least two-thirds (2/3rds) or more of the principal
amount of the Bonds then outstanding, but no modification
shall permit a change that will (a) affect the unconditional
promise of the Agency or the City to collect, hold, pay or
make available - -the - -Tax Increment -Revenues deposited or
available for deposit in the Redevelopment Trust Fund, or
(b) reduce such percentage of the holders of the Bonds
required above for such modifications or amendments, without
..the -consent of all the holders.of all of the Bonds then
outstanding.
SECTION 9. This Agreement to Constitute
Contrac$. In consideration of the acceptance of the Bonds
authorized to be issued under the Resolution by those who
shall hold the same from time to time, this Agreement shall.
be deemed to be and shall constitute a contract between the
City, the Agency and the Bondholders. The covenants and
agreements herein set forth to be performed by the City and
the Agency shall be for the equal benefit, protection and
security of the Bondholders without preference, priority or
distinction among them.
SECTION 10. Remedies. The Agency, the City, and
any holder of any of the Bonds to be issued by the City, may
seek to protect and enforce any and all rights, duties, and
obligations of the City or Agency granted and contained in
this' Agreement and in the Resolution, and to enforce and
compel the performance of all duties required by this
Agreement or by any applicable laws to be performed by the
Agency or the City or by any official thereof, and the col-
lection of all funds pledged by the Resolution or made
-available by this Agreement; and may take all steps to en-
force and collect such funds to the full extent permitted or
authorized by the laws of the State of Florida or the United
States of America.
90-0196
l
SEECTION 11. Severability. If any one or more of
the covenants, agreements or provisions of this Agreement
shall be held contrary to,any express provision of law or
contrary to any policy of express law, although not ex-
pressly prohibited, contrary to any express provision of the
Resolution, or against public policy, or shall' for any
reason whatsoever be held invalid, then such covenants,
agreements or provisions shall'be null and void and shall be
deemed separate from the remaining covenants, agreements or
provisions of this Agreement.
SECTION 12. Validation. The City Attorney is
hereby authorized by the parties hereto to initiate appro-
priate proceedings in the Circuit Court of the Eleventh
Judicial Circuit of Florida, 'in and for Dade County,
Florida, for the validation of this Agreement and the rights
and obligations of -the Agency and the City under this
Agreement and the Resolution, and the proper officers of the
City and the Agency are hereby authorized to verify on their
behalf any pleadings in such proceedings, and such counsel
may join in one complaint or* one proceeding, or both, in
connection with the validation of this Agreement and the
Bonds issued or to be issued pursuant to the Resolution.
SECTION 13. Controlling Law. All covenants,
stipulations, obligations and agreements of the City and the
Agency contained in this Agreement shall be deemed to be
covenants, stipulations, obligations and agreements of each
of the City and the Agency, respectively, to the full extent
authorized by the Act and provided by the Constitution and
laws of the State of Florida. Any and all provisions of
this -Agreement and any proceeding seeking to enforce or
challenge any provision of this Agreement shall be governed
by the laws of the State of Florida. Venue for any.proceed-
ing pertaining to this Agreement shall be Dade County,
Florida.
SECTION 14. No Member Liability. No covenant, r.
stipulation, obligation or agreement contained herein shall
be deemed to be a covenant-, stipulation, obligation or
agreement of any present or future member of the governing
body or agent or employee of the City or the Agency in its,
his or their individual capacity, and neither the members of
the governing body of the City or the Agency, nor any offi-
cial executing this Agreement shall be liable personally or
shall be subject to any accountability for reason of the
a
execution by the City or the Agency of this Agreement or any
act pertaining thereto.
SECTION 15. ...Recording. The City Clerk of the
City of Miami is hereby authorized and directed after ap-
proval ..of this Agreement by the respective governing bodies
of the City and the Agency and the execution thereof by the
duly qualified and authorized officers of each of the par-
ties hereto, to file this Agreement with the Clerk of the
Circuit Court of Dade County, Florida, for recording in the
publie records of Dade County, Florida.
SECTION 16.- -Expiration Date. Unless extended by
mutual agreement of the City and the Agency, this Agreement
shall expire at such time as the Bonds shall be fully paid
or provision shall be made for the payment of all of the
Bonds as provided in the Resolution or subsequent supplemen-
tal resolutions thereto affecting the sale of the Bonds and
the Agency shall have otherwise paid in full its indebted-
ness to -pay the Agency's Obligations to the City.
SECTION 17. Effective Date. This Agreement
shall become effective immediately upon the.execution by the
appropriate officers of the City and the Agency, and upon
filing of this Agreement with the Clerk of the Circuit Court
of Dade County, Florida, as required by Section 163.01(11),
Florida Statutes.
IN WITNESS WHEREOF, the parties heretq, by and
through the undersigned, have entered into this Interlocal
Agreement on the date and year first above written.
(SEAL) CITY OF MIAMI, FLORIDA
Attest:
Matty Hirai
City Clerk
By:
.Cesar H. Odio
City Manager
9
1
COMMUNITY REDEVELOPMENT AGENCY
Attest:
OF THE CITY OF MIAMI
' - - --
By:
==y Hirai Xavier L. Suarez
Secretary ChairJnan
Prepared and Approved by: Approved as to form
and correctness
Jorge L. Fernandez
Deputy'City Attorney City Attorney
Q�v �
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27387OO16ila:41
10
la 90-0196
1
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 20,
inclusive,- constitute a true and correct copy of a Resolution,
with attachements, passed and adopted by the City Commission at
the meeting held on the Bfh-day of March, 1990.
SAID RESOLUTION HAS DESIGNATED AS RESOLUTION NO__90-019b.
IN WITNESS WHEREOF, I hereunto set my hand and impress
the Official Seal of the City of Miami, Florida this 25th day of
June, 1990.
MATTY HIRAI
City Clerk
Miami, Florida
De uty City Clerk
(OFFICIAL SEAL)
9-�
AMENDMENT TO 1983 INTERLOCAL COOPERATION AGREEMENT
This 'Amendment to 1983 Interlocal Cooperation Agreement ("Amendment") is made
and entered into this ��?— day of January, 2010, by and between Miami -Dade County"), a
political subdivision of the State of Florida, (the "County"), the City of Miami, Florida, a
municipal corporation of the State of Florida (the "City") and the Southeast Overtown Park West
Community Redevelopment Agency, a public agency and body corporate created pursuant to
Section 163.356, Florida Statutes (the "SEOPW CRA").
WHEREAS, the Miami -Dade Board of County Commissioners (the "Board") adopted
Resolution No. R-1677-82 and Ordinance No. 82-115, which approved a Redevelopment Plan
(the "Original Plan") and tax increment financing for the Southeast Overtown/Park West
Community Redevelopment Area (--'the "Original Redevelopment Area"); and
WHEREAS, on April 19, 1983, the Board also adopted. Resolution No. R-467-83, which
approved an Interlocal Cooperation Agreement between the City and the County (the "1983
Interlocal Agreement") in accordance with Part III, Chapter 163, Florida Statutes, which among
other things, delineated those areas of responsibility for the redevelopment of the Original
Redevelopment Area within the boundaries as set forth by the Finding of Necessity; and,
WHEREAS, pursuant to the Original Plan and the 1983 Interlocal Agreement, the City
was authorized to undertake redevelopment of the designated Original Redevelopment Area; and
WHEREAS, the SEOPW CRA is responsible for implementing activities and projects
designed to revitalize and redevelop the Original Redevelopment Area in accordance with the
Original Plan; and
WHEREAS, on December 31, 2007, the Board adopted Resolution No. R-1372-07
approving an interlocal agreement between whereby the County, the City, the Omni Community
Redevelopment Agency and SEOPW CRA which, among other things, amended the 1983
Interlocal Agreement (the "2007 Interlocal Agreement"); and
WHEREAS, the City and SEOPW CRA agreed to generate a Finding of Necessity study
("FON") to substantiate the expansion of boundaries of the Redevelopment Area and an
amendment to the Redevelopment Plan ("Amended Plan") to expand the Original
Redevelopment Area ("Redevelopment Area") the SEOPW CRA's boundaries and extend its
life until March 31, 2030; and
WHEREAS, pursuant to the 2007 Interlocal Agreement and applicable law the FON and
Amended Plan are subject to approval by the Board; and
WHEREAS, the County, the City and the SEOPW CRA wish _ to remove slum and
blighted conditions in the Redevelopment Area in accordance with the Original Plan by investing
in (i) affordable and workforce housing opportunities; (ii) job creation and economic
Final Approved
by the County, City, and, CRA 01-14-10
development; (iii) infrastructure; (iv) parks and open spaces; (v) arts and culture; and (vi) quality
of life initiatives; and
WHEREAS, the City, the County and the SEOPW CRA have acknowledged that the
1983 Interlocal Agreement and the Amended Plan shall include tax increment funding for three
(3) projects identified as Camillus House, Alonzo Mourning Charities, Inc., and Mama Hattie's
House (collectively referred to the "SEOPW CRA Developments"); and
WHEREAS, the parties acknowledge that the SEOPW CRA Developments would be of
great benefit to the SEOPW CRA and the community as a whole; and
WHEREAS, the County, the City and the SEOPW CRA find that it would be in the best
interest of the parties to resolve their differences and for the City and the SEOPW CRA to
dismiss with prejudice that certain case captioned City of Miami et al. v. Miami -Dade County,
Case No. 07-46851 CA 31 . (the "Reverter Lawsuit") in accordance with the terms of this
Amendment,
NOW, THEREFORE, THE COUNTY, CITY and SEOPW CRA agree as follows:
1. The recitations set forth above are true and correct and adopted as part of this
Amendment.
2. The parties agree that, subject to compliance with all applicable laws, including Part III,
Chapter 163, Florida Statutes, including any prior approvals by the City and the
SEOPWA CRA required therein, .the following SEOPW CRA Developments, among
other projects in the Redevelopment Area, shall be partially funded by the SEOPW CRA
when the County and the City have determined that each respective SEOPW CRA
Developments are ready to proceed:
a. The Camillus House project, which involves providing housing for homeless
individuals and families in a new facility, including related structures and
infrastructure to be developed within the Redevelopment Area.
b. The Alonzo Mourning Charities, Inc., an affordable housing project to be
developed in the Redevelopment Area.
C. The World Literacy Crusade of Florida, Inc. also known as Mama Hattie's House
to be developed within the Redevelopment Area.
The City and the SEOPW CRA shall submit for the County's approval any and all plans
for development with respect to. each of the individual SEOPW CRA Developments
before contracts are entered into for construction of each of the respective SEOPW CRA
Developments. The City and the SEOPW CRA understand that the process of reviewing
the proposed SEOPW CRA Developments will entail mutual cooperation from the City,
the County and the SEOPW CRA and that any delay in the review process may delay
when the Board considers the SEOPW CRA Developments. The City and the SEOPW
CRA, and the County agree that the approval of this Amendment by the parties does not
Final Approved 2
by the County, City, and CRA 01-14-10
constitute approval of the SEOPW CRA Developments by the County. Therefore, the
parties agree that if the Board does not approve the SEOPW CRA Developments as a
matter of their sovereign power and legislative authority, the failure to approve_ such
project should not be deemed a breach of thise Interlocal Amendment Agreement or any
other agreement between the parties relating to the SEOPW CRA Developments, and the
County shall not be liable to the City or the SEOPW CRA for such failure to approve the
SEOPW CRA Developments
3. The SEOPW CRA may elect to.issue bonds and/or incur indebtedness required to finance
its contribution to the SEOPW CRA Developments, provided however, in no event shall
any bonds issued and/or indebtedness incurred mature later than March 31, 2030. Prior
to the issuance of any bonds and/or indebtedness by the SEOPW CRA, the County shall
have the right to review all related documents and agreements and may approve such
bond issuances or indebtedness, pursuant to the provisions of this 1983 Interlocal
Agreement and applicable law, including Florida Statute Section 163.358(3).
4. The City and the SEOPW CRA respectively represent that they have previously adopted
resolutions recommending that the County approve the Amended Plan and this
Amendment and that they have the legal authority to execute this Amendment.
5. The City, SEOPW CRA, and the County agree that the Reverter Lawsuit will be abated
for ninety (90) days from the effective date of this Amendment and shall be dismissed
with prejudice following the County's approval of the plans for the development of a
portion of Block 36 and Blocks 45 and 56, which are to be submitted to the County for
approval within the 90-day abatement period in the same manner as is set. forth in
Paragraph 11 herein.
6. In all other respects, the 1983 Interlocal Agreement is ratified and confirmed.
7. In the event of any conflict between the 1983 Interlocal Agreement, the 2007 Interlocal
.and this Amendment, the terms of this Amendment shall control.
There are no third party beneficiaries to this Amendment. The parties expressly
acknowledge that it is not their intent to create or confer any obligations on or upon any
third party by this Amendment. None of the parties intend to directly or substantially
benefit a third person by this Amendment, and no third party shall be entitled to assert a
claim against any of the parties based upon this Amendment. Nothing herein shall be
construed by any agency or political subdivision of the State of Florida to confer upon
any third party or parties the right to sue on any matter arising out of this Amendment.
9. This Amendment may be signed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names by their duly authorized officers and the corporate seals to be affixed
hereto, all as of the day and year first above written.
Final Approved 3
by the County, City, and CRA 01-14-10
WITNESS our hands and seals on this _?- Z day of 0.
City of Miami,
a municipal o tion of the
State of Fl •d
By: V �]
Pedro G. Hernandez, City Manager
Southeast Overtown Park West
Community Redevelopment Agency,
a public body corporate and politic
B c: >a:e._
AVE :
By:
City Clerk fool("a
Final Approved 4
by the County, City, and CRA O1-14-10
Miami -Dade County,
a political subdivision of the
.State of Florida
By:
Mayor Carlos AN ez or designee
`�„•�' �o MMi
v La
ty Clerk
Gj :
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY FOR
MIAMI-DADE COUNTY:
B:
Y
Terrence A. Smith
Assistant County Attorney
Date: Q l MI (a
APPROVED AS TO FORM AND
CORRECTNESS FOR CITY OF MIAIVII:
By:
City Attorney
Date:
APPROVED AS TO FORM AND
CORRECTNESS FOR SEOPW CRA:
By: 621� ko—ooyol
SEOPW CRA Attorney
Date: 1110 e /o
-T
Final Approved
by the County, City, and CRA 01-14-10
N +�
STATE OF FLORIDA )
COUNTY OF ML"U-DARE )
SS:
I, HARVEY RUVIN, Clerk of the Circuit Court in and for Miami -Dade County,
Florida and Ex-Officio Clerk of the Board of County Commissioners of Said County,
Do hereby Certify that the above and foregoing is a true and correct copy of the
"Amended Southeast Overtown/Park West Community Redevelopment Agency
Interlocal Cooperation Agreement", as Appears of Record.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal on
this 22nd day of January, A.D. 2010.
X !, co 4,
lc 0
aG..
Fva8E i
Z;0 C/ao
e
+ s°
HARVEY RUVIN, Clerk
Board of County Commissioners
Dade County, Florida
Board of County Commissioners
Miami -Dade County, Florida
Deputy Clerk