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Home My WebLink AboutR-87-04481 i 1 J-87-287 5/14/87 RESOLUTION N0. 87®44ti A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI AND GRAN CENTRAL CORPORATION FOR THE PURPOSE OF FACCI,LTATING THE REALIGNMENT, WIDENING AND IMPROVEMENT OF NORTHWEST FIRST AVENUE BETWEEN NORTHWEST FIRST STREET AND NORTHWEST EIGHTH STREET IN THE CITY OF MIAMI. WHEREAS, the City desires to realign, widen, and improve Northwest First Avenue between Northwest First Street and Northwest Eighth Street, in accordance with the Government Center Traffic Circulation Plan prepared by 4etro-Dade County Public Works Department, to serve the new Miami Arena, future development in the Southeast Overtown/Park West Redevelopment area and otherwise improve general. t-r,3ffic conditions in the downtown business area, and WHEREAS, Gran Central Corporation, a fully o�gned subsidiary of Florida Fast Coast Industries, Inc., is desirous of developing office, hotel, and retail structures in a phased development in the area bound by Northwest First Avenue on the East, Northwest First Street on the South, the Metrorail Guideway or, the West and Northwest Eighth Street on the North, to be known as "Gran Central", once infrastructure improvements planned by the City are completed; and WHEREAS, in order for the City to realign and widen Northwest First Avenue, it will have to acquire various properties; and WHEREAS, the realignment, widening and improvement to Northwest First Avenue is crucial t.-3 providing an adequate traffic flow to and from the Arena; and WHEREAS, the realignment, widening and improvement of Northwest First Avenue will have a significant impact upon the development of the Western portion of the downtown commercial core by providing a major vehicular and pedestrian connection; and C C01MBSON DMTMG OF C'C :2 1 l.P iL. 4-'Z. ' 1-,�c 7N��,c. � MAY 14 1987 7-448 sr�ir� � __ _ i WHEREAS, it is in the best interests of the citizens of the City of Miami to enter into an Agreement with Gran Central Corporation for the purpose of facilitating the realignment, widening and improvement of Northwest First Avenue from First Street; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an Agreement, in a form acceptable to the City Attorney, between the City of Miami and Gran Central Corporation for the purpose of facilitating the realignment_, widening and improvement of Northwest First Avenue between Northwest First Street and Northwest Eighth Street Miami, Florida. Section 2. Under said Agreement, the City shall credit Gran Central Corporation's share of acquisition costs plus one- half (1/2) the appraised value of property given the CITY by Gran Central Corporation over the entire valut, of: property received by Gran Central. Corporation up to an amount not to exceed three million dollars ($3,000,000), as set out in the Agreement, to the imposition and collection of future local impact fees imposed by a City of Miami ordinance on any development by Gran Central Corporation on property described in Exhibit D of the Agreement. Section 3. The City shall not pay more than a maximum of. Two hundred thousand dollars ($200,000) over the total appraised value for the leasehold interest for the proposed acquisition of the property located at 104 Northwest 1st Avenue. Section 4. The City of Miami will not pay for any expenses incurred as a result of the reconstruction of the railroad crossing located at approximately Northwest First Avenue and Seventh Street. PASSED AND ADOPTED this 14th day of May , 1987. ATTEST: RATTY4 HIRAI XAVIER L. SUAREZ cV CITY CLERK MAYOR -a- 67-44f PREPARED AND APPROVED BY: APPROVED TO FORM AND CORRECTNESS: CHRISTOPHER G. RORGE L DO HER ASSISTANT CITY ATTORNEY C A TORNEY - G CGR/rd/M374 _3_ 97 -445 • AGREEM� THIS AGREEMENT is made and executed this day Of 1987, effective as of the day of 1987, by and among the City of Miami, a municipal corporation of the State of Florida (the "CITY") and Gran Central Corporation, a for profit corporation of the State of Florida, having its' principal place of business at One Malaga Street, St. Augustine, Florida 32084, and Florida East Coast Railway Company ("FEC"), a for profit corporation of the State of Florida, also having its' principal place of business at One Malaga Street, St. Augustine, Florida 32084. � �ITNESSETH: ■ WHEREAS, the CITY desires to realign, widen, and improve Northwest 1st Avenue between Northwest 1st Street and Northwest 8th Street, in accordance with the Government Center Traffic Circulation Plan prepared by Metro -Dade County Public Works Department, all as.shown on Exhibit A attached, to serve the new Miami Arena future devel.opiuent in the Southeast Overtaown/Park West Redevelopment area and otherwise improve general traffic conditions in the downtown business area; <�,nd WHEREAS, Gran Central Corporation is desirous of developing office, hotel, and retail structures in a phased development to be known as "Gran Central" once infrastructure improvements 1 planned by the CITY are completed; and WHEREAS, in order for the CITY to align and widen Northwest 1st Avenue it will have to acquire the property shown on Exhibit B attached hereto; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: SECTION I PROPERTY ACQUISITTONS TRANSFERS AND EASEMENTS 1.1 Aomiisitinns. The CITY. upon the execution of this Agreement will exercise due diligence in negotiating the purchase of the property located at the Northwest 8�--44t 0 oorner of the intersection of Northwest 1st Street and Northwest 1st Avenue, shown on Exhibit B as Parcel No. 1 (Parcel No. 1), to permit realignment of Northwest 1st Avenue. In tha event the CITY is able to negotiate the purchase of Parcel No. 1, the CITY, at the time of closing of Parcel No. 1, will take title to Parcel No. lA and Gram Central Corporation Will take title to Parcel No. 1B, both of which are shown on Exhibit B. In the event that the CITY is unable to negotiate the purchase of Parcel No. 1 within ninety (90) days from the date of execution of this Agreement, the CITY will then exercise due diligence in initiating a quick take oondemnation proceeding to acquire title to Parcel No. 1 for the CITY. In the event the CITY is able to acquire Parcel No. 1 .by purchase or condemnation, Gran Central Corporation shall fund the entire actual cost incurred as is more specifically set out in Section 3.1 of this Agreement. In the event that tho CITY is una.%ale to acquire the property by a quick take condemnation proceeding, for whatever reason, Gran Central Corporation covenants and agrees to pay one-half (1/2) of any anu aj-j- costs, expenses, damages and/or charges resulting from the attempted acquisition of Parcel No. 1. The CITY, upon the execution of this Agreement, will exercise due diligence in acquiring the property shown on Exhibit B as Parcel No. 2 (Parcel No. 2) to permit realignment of Northwest First Avenue. in tine evenu that the CITY is unable to acquire Parcel No. 2, within ninety (90) days of the execution of this Agreement, the CITY may elect at its sole discretion not to realign Northwest 1st Avenue and terminate this Agreement, or realign Northwest 1st Avenue without the use of Parcel No. 2, or commence a condemnation . preceding of its choice to acquire Parcel No. 2. "a- 8'7-4 1.3i cnrrnrat ion RevlattinQ. Gran Central Corporation, will be solely responsible for replatting the area, bound by Northwest 1st Avenue on the East, Northwest lat. Street on the South, Netrorail on the West and Northwest 8th Street on the North (the "Property") and that undersaid replat, the CITY recognizes, but does not acquiesce by way of this Agreement, Gran Central Corporation's request that the CITY abandon and vacate the public right-of-way in order for Gran Central Corporation to acquire title to portions of Northwest 2nd Street and Northwest 4th Street and existing Northwest 1st Avenue between Northwest 5th Street and Northwest 8th Street and the relocated Northwest 1st Avenue. Gran Central Corporation understands and acknowledges that Gran Central Corporation shall comply with any and all state or local laws, codes, or ordinances relating to replatting . 1.3 Within 30 days after C17Y has commenced a condemnation proceeding or acquired marketable title to Parcel No. 1 in Exhibit B, described in Section 1.1 of the Agreement, or the City having accepted Gran Central Corporation replat as described in Section 1.2 of the Agreement, Gran Central Corporation will convey to the CITY the properties shown as Parcel No. 3 of the Agreement on Exhibit B (Parcel No. 3) which is attached hereto and incorporated herein. Within thirty (30) days after CITY's final approval of Gran Central Corporation's replat of the Property, Gran Central Corporation will convey to the CITY the Property shown as Parcel No. 4 on Exhibit B (Parcel No. 4) which is attached hereto and incorporated herein. 1.4 F'°'''' Within thirty (30) days after CITY has commenced a condemnation proceeding or acquired -3_ 8 7-44 marketable title to Parcel No. 1 in Exhibit B, described in Section 1.1 of this Agreement, or the CITY having accepted Gram Central Corporation replat as described in Section 1.2 of the Agreement, Florida East Coast Railroad. ("the FEC") will convey to the CITY the = property shown as Parcel No. 3H.1 on Exhibit B (Parcel No. 3H.1) which is attached hereto and incorporated herein. In the event that FEC removes the railroad track from Parcel No. 3H.2, then FEC shall convey by warranty deed Parcel No. 3N• 2 to CITY within thirty (30) days from the date of the occurrence of such event. In the event that FEC fails to use such railroad track for railroad purposes for six (6) consecutive months, then FEC shall apply within thirty (30) days to— the appropriate authority to abandon operations over said railroad tracks. If the appropriate authority authorizes the abandonment of railroad operations, then FEC shall convey by warranty deed Parcc lr No- 311. 2 to CITY within thirty (30) days from the dote of the occurenoc of such event. QAsem1j In the event that Gran Central Corporation 1.8 . - is able to replat the property as set forth in Section 1.3 of this Agreement, Gran Central Corporation will grant easements to the CITY, its successors and assigns, for a pedestrian access and Metrorail access in the Northwest 2nd Street area between Metrorail and Northwest 1st Avenue and for utilities in the Northwest ,Ith Street area between Metrorail and Northwest 1st Avenue as more specifically shown as Parcel No. 3H.1 in Exhibit B. Within thirty (30) days after CITY has commenced a condemnation proceeding or acquired marketable title to Parcel 41 in Exhibit B, described in Section 1.1 of this Agreement, or the CITY having accepted Gran Central Corporation replat as described in Section 1.2 -�4— 87-4 4 F l0 * �r of this Agreement, FEC will grant a public pedestrian Exhibit easement At such the on Parcel No. 38.2, me to B and as designated by the City Manager from time time. Upon the execution of this Agreement, Gran Central will rant a utility easementto the CITY, Metropolitan Dade g Thermo Electron and/or their successors and County, assigns, for all utilities, including a chilled water pipeline, in the realigned Northwest 1st Avenue area between Northwest 5th Street and Northwest 8th Street as more specifically shown on Exhibit A. Gran Central Corporation and CITY covenant and agree that from time to time, in a form acceptable to the City Attorney, at .the written request of the CITY or Gran Central Corporation, its successors and assigns, and deliver such additional they shall execute hts and documents or instruments confirming the rig E easements granted . and roser ved. in tl.�is Section 1.4. The City N n.ger or his &uthori�ed designee, is hereby authorised rind ezp®caered on behalf of the CITY to _ execute and deliver, from time to time, any such oonfirmatory documents or instruments. TTC)N II +,nn�i+HW FIRST AVE w Tmrrovements. CITY will, at its expense, 3.1 upon receiving title to Parcel No.3 shown on Exhibit B, move expeditiously to cause Northwest 1st Avenue between Northwest 5th Street and Northwest 8th Street to be widened and realigned in accordance with the conceptual plan as shown on Exhibit A. CITY will, at its expense, upon receiving title to all the parcels shown on Exhibit Bs move expeditiously to oause Northwest 1st Avenue between Northwest 1st Street and Northwest 5th Street to be widened and realigned in a,000rdanoe with the conceptual plan as shown on Exhibit -- A. -s- 87--44 /� Notwithstanding the fact this Agreement provides phasing of property transfers and roadway improvements, it is the intention of the parties that, if possible, and the aforementioned condition precedents have occurred, widening and realignment of Northwest 1st • Avenue between Northwest 1st Street and Northwest 5th Street shall be accomplished concurrent with or immediately subsequent to that portion north of Northwest 5th Street. 2.2 Qtility Relocation. CITY shall be solely responsible for the relocation of all utility lines, except as specifically provided for in this Agreement, sub -grade or aerial, between Northwest 5th, Street and Northwest Sth Street, to the new alignment of Northwest 1st Avenue. Gran Central Corporation shall be solely responsible and will negotiate with Florida Power and Light Company to cause relocation of all utility lines, sub -grade or aerial, between northwest Ist Street and northwest 5th Street to Uortbvest ist Avenue. The CITY shall not be responsible for the upgrade and for relocation of utilities wh-Joh may be required as a • result of Gran Central Corporation developing its land as shown on Exhibit D. SECTION III 3.1 Gran Central Corporation agrees to fund the entire actual cost incurred in the acquisition of Parcel No. 1 shown on Exhibit B. The CITY agrees to reimburse Gran Central Corporation one-half of the amount so funded in accordance with the Loan Agreement attached hereto as Exhibit C. Gran Central Corporation further agrees to pay as draw requests are made by CITY. an amount up to Sin hundred and fifty thousand dollars ($650.000.00) for the aotual cost of relocating utility lines between -8- 8 7-44 f_ • 1.2 4 9 Northwest Sth Street and Northwest 8th Street, to the new alignment of Northwest 1st Avenue. Gran Central Corporation also agrees to fund, at no cost to the CITY, the entire cost of relocating utility lines between Northwest 1st Street and Northwest 5th Street to Northwest 1st Avenue. The CITY shall not fund or reimburse Gran Central Corporation for the upgrade and for relocation of utilities which may be required as a result of Gran Central Corporation developing its land as shown on Exhibit D. The CITY agrees to fund the cost associated with actual roadways improvements made in the realignment of Northwest 1st Avenue as shown on Exhibit A. SECTION IV IMPACT FEES 4.1 The CITY has not presently in force a local impact fee ordinance, but the City Commission is considering such. The CITY agrees to credit Gran Central Corporation's share of the acquisition costs, as set out in Section 1.1 of this Agreement, for Parcel No. 1 shown on Exhibit H plus one-half (1/2) of the excess of the appraised value of property given CITY by Gran Central Corporation over the appraised value of property received by Gran Central Corporation, as specifically set out in this Agreement, to the imposition and collection of future City of Miami imposed impact fees resulting from a City of Miami ordinance or amendment thereto (the "Local Impact Fee"), on any development placed by Gran Central Corporation on that property shown on Exhibit D attached hereto and incorporated herein. Gran Central Corporation's credit against future Local Impact Fees shall apply to any development by Gran Central Corporation on the property shown on Exhibit D. which a building permit has been issued _7w 8'7-44 F /3 within ten (10) years, to the day, from the date of this Agreement and a Certificate of Occupancy has been Issued within twelve (12) years to the day, from the ' date of this Agreement. In the event that a building permit has been issued within ten (10) years but a Certificate of Occupancy has not been issued with the twelve (12) year time period set forth in this Section, then Gran Central Corporation shall pay the Local Impact Fee on the development for which the building permit was issued prior to ine issuance ox tiuc Certificate of Occupancy. The credit against Local Impact Fees received by Gran Central Corporation is limited to a credit against impact fees imposed by a City of Miami ordinance and shall not be a credit against any contribution, exaction or fee imposed or requirel as a result of a Development of Regional Impact (DRI) and/or of a development order issued by the CITY. SECTION V ZONING 5.1 CITY recognizes that Gran Central Corporation desires to rezone that strip of Gran Central Corporation property shown on Exhibit E attached hereto. The CITY's recognition of Gran Central Corporation's desire to rezone the property does not constitute CITY's approval of such rezoning and Gran Central Corporation shall comply with all state and local laws, codes and ordinances applicable to the rezoning of Gran Central Corporation's property shown on Exhibit E. SECTION VI TERMINATION 8.1 It is understood by the parties that the implementation of this Agreement requires acquisition of certain parcels. Should Parcel No. 1 of Exhibit H not be aoquired as set forth in Section 1.1 of this Agreement, -8- 8'7-44 F / y 1A either party may at its option terminate this Agreement within sixty (60) days from the date a 1" Da'. order is rendered by the Circuit Court (the 11th Judicial Circuit for the State of Florida) denying the taking. Should Parcel No. 2 of Exhibit B not be obtained, CITY may at its option terminate this Agreement. Upon termination, each party will be responsible for its own expenses, except for acquisition expenses provided for in Section 1.1 of this Agreement and any money expended under the Loan Agreement, in which event, such money shall be repaid in accordance with the terms of Section 1.1 of this Agreement and the Loan Agreement. SECTION VII A?. ROVISIONS 7.1 The CITY and Gran Central Corporation shall hold each ,: .y,. other harmless in the event that this Agreement, the Loan Agreement (which is attached hereto as Exhibit C) or any word, phrase, section or provision thereto is found to bo invalid for whatever reason. Tern Dollars ($10.00) asp herein above specified, constitutes separate, independent and distinct consideration given by the CITY to Gran Central Corporation and Gran Central Corporation to CITY simultaneously to the granting of this hold harmless provision in favor of the CITY and Gran Central Corporation. SECTION VIII T EGAL REQIIIREMENT,i 8.1 Gran Central Corporation under this Agreement shall be subject to such present and future ordinances or regulations or legal requirements as may be made by due governmental process of the CITY, the County of Dade, or any other public authority having jurisdiction over the parcels set forth in Exhibits A and B. .00 -A- 8'7-44E 0.1 10.1 12.1 SECTION IX PARTIES BMM The oovenants and conditions herein and contained shall apply to the successors and assigns of all the parties hereto and shall run with the land. SECTION X =OV BR X LAWS This Agreement shall be governed by the laws of the State of Florida. This Agreement is subject to and shall be interpreted to effectuate its compliance with the Charter of the City of Miami. the City of Miami Code and- the Dade County Charter and Code. Any conflicts between this Agreement and the aforementioned Codes and Charters shall be resolved in favor of the latter. SECTION XI S .v JI&Bl Ty If any term or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement; other than the term or provision as to which it is held invalid or unenforceable, sb.all not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. SECTION XII AMENDMENTS No amendment may be made to this Agreement unless iu writing and signed by the CITY and Gran Central Corporation. in witness whereof the parties have exeouted this Memorandum of Agreement the date first above written. CITY OF MIAMI, a munioipal Corporation of the State of Florida ATTEST: By: CESAR H. ODIO NATTY HIRAI City Manager City Clerk �p poratian o CORPORATION, State of Florida ATTEST: By:_president Corporation Secretary APPROVED AS TO FORM AND CORRECTNESS: LUCIA A. DOIIGHERTY City Attorney CGK/pb/rd/M080 g/S/87 -11- 8'7-44 EXHIBITS i EXHIBIT A i Southeast.overtown/Park West Paving Project (File No. H-4512) EXHIBIT B - Parcels Required For Realignment of N.W. 1st Avenue EXHIBIT C - Loan Agreement Gran Central Corporation and the City of Miami EXHIBIT 0 - Gran Central Corporation Proposed Gran Central Development Site EXHIBIT E - Property owned by Gran Central Corporation Between N.W. 1st and N.W. 5th Street Not Zoned CBD-1/9 87-44b 87-448 EXHIBIT -B- PARCELS REQUIRED FOR REALIGNMENT OF N.W. 1ST AVENUE 3G IB 5 3F 3E - z Z METRORAIL �,DCM I � 3D i 5 ' 3C En I c~n d' tn 3 3 Z Z EXHIBIT B PARCELS REQUIRED FOR REALIGNMENT OF N.W. I AVE. 2cd A-. L 2 iI i I i� all li allliYia:cli. lidioud 7:o+da;Yi oit i+ + � .. — r1 -�j R-515.00' ar00.20'28' A-3.06 ' - - - - - 175.00• - - - - - - 1 25. � /P.R.0 AREA-7474.0 t S.F LL I 1 / R■445.00' a17.15.070 z A-133.99' s / PARCEL3F a m Z t o o N RE-ALIGNMW t OF N. M. i AVENUE SCALE i -40' g 124.54* Z W0600'340E r. 349.54' N.M. I AVENUE i r....rwlrii.YYW�.I Y.Y.III� Irll.11.....11llllll..l. Y.I�� lYi4 "'" -- ilYrwyYl.i Bllli_YIIWIIIIidyIIIIIIn II YI I I, I. 1 II H i II III Z 25.00' A-33.43' 2Z (A 165".We P.R.0 A-151.14' _ m / PARCEL36 Y.f a RE -ALIGNMENT N "'• i OF N.M. ! AVENUE AREA-5658.6 i S.F. N.W. ! AVENUE rn SCALE 1 •-40' 159.04, u S00 * 00' 34' M PARCEL 3.1 o Y+ m r o Z �40 0. • _ _ 500 000' 34'N 110 _ _ 349.54' _ N.M. I AVENUE F� • I s �I N �NI A i l u I�orll!e11pl.u!uaFlrl,i�Ipn9t371'4?rm�'Ili'R!?;9!Dt!P�'�`9iii3!6111ill�'llI�91I! ! PARCEL 3A To be dedicated as Public Right -of -Way for the Re -Alignment of N.W. 1 Avenue between N.W. 6 Street and N.W. 7 Street. A portion of Block 57 N, "A.L. Knowlton Map of Miami", as recorded in Plat Book B, Page .41 and a portion of Tract C, "Miami Arena Subdivision", according to the plat thereof, as recorded in Plat Book 129, Page 53, all of the Public Records of Dade County, Florida being more particularly described as follows: Begin at the Southwest corner of said Block 57 N, said corner being 30 feet East of the City of Miami Monument Line on N.W. 1 Avenue and 20 feet North of the Sity of Miami Monument Line on N.W. 6 Street; thence run N 00 00' 5611E for a distance of 12.50 feet along the West property line of Block 57 N to a point; thence run N 890 58' 23"E for a distance of 47.68 feet to a Point of Curvature of a circular curve concave to the Northwest having for its elements a central angle of 89 56' 09" and a radius of 25 feet; thence run Easterly and Northerly along the arc of said curve for a distance of 39.24 feet to a point; thence run N 000 02' 14"E a distance of 37.63 feet to a Point of Curvature of a circular curve concave 8o the Southwest having for its elements a central angle of 23 39' 4511 and a radius of 436 feet; thence run Northerly along the arc of said curve for a distance of 180.06 feet to a point; thence run N 89 59' 23"E for a distance of 18.93 feet to a point, said Point being the Southwest Corner of Tract C as shown on Miami Arena Subdivision (129-53); thence run N 000 00' 5611E for a distance of '75 feet to a point on the former Centerline of N.W. 7 Street, now closed by the Plat of Miami Arena Subdivision (129-53); thence run N 690 59' 3511E along said former Centerline of N.W- 7 Street for a distance of 51 . aG feet to a Point of Curvature of a circular curve concave �o the Southwest having for its elements a central angle of 260 02' 05" and a radius of 532 feet; thence run Southerly along the arc of said curv8 for a distance of 260.31 feet to a point; thence run S 00 02' 14"W for a distance of 13.4+ feet to a point on a non- tangential circular curve concave to the Southeast having for its elements a central angle of approximately 100 50' 30" and a radius of approximately 550+ feet,said circular curve being the Southerly Right -of -Way Line of the Railroad "Y" (note exact location of Southerly Right -of -Way Line of Railroad "Y" to be dtermined in field); thence Southwesterly along the arc of said curve for a distance of 104.1+ feet to a point on the South property line of Block 57N; thence run S 890 58' 23"W along said property line for a distance of 84.9+ feet to the Point of Beginning. The above parcel contains '-27,860.7+ sq. feet. NOTE: Bearings are based on an assumed meridian from the "Miami Arena Subdivision" Plat (129-53) 8'7-44S N.W. i AVENUE i No0.00'560E 0 0 m m PARCEL 3A PROPOSED RE —ALIGNMENT • v � OF N.N. i AVE. 1D N Z • m W � �W W p•23 00' S6' E v Z 4->0.24 arA�• � —� • 00 37 age U tO m m m • m N00'02'f4'E -1 O! 1 m � N W I m p•so':so'�o• • o A iO4.i 3 I " � v 30 (S) R/N LINE R/R 'Y' o2• pr2s �' � N 3i 1►•2E►0 OAS? 24.1# I i00'02'!4'M �0'25 AREA • 27.860.7 t S.F. I Q•Op•p3.6f• A•lY.�O •00'0�'f4'M SCALE 1'-40' PARCEL 3H To be dedicated as public Right -of -Way for the Re -Alignment of N.W. 1 Avenue between N.W. 7 Street and N.W: 8 Street. A portion of Florida East Coast Railroad Right -of -Way, as shown on "A.L. Knowlton Map of Miami", recorded in Plat Book B, Page 41 of the Public Records of Dade County Florida, being more particularly described as follows: Commence at the Southwest corner of Block 57N, A.L. Knowlton Map of Miami (B-41), said corner being 30 feet East of the City of Miami monument Line on N.W. 1 Avenue and 20 feet North of the City of Miami Monument Line on N.W. 6 Street; thence run S 890 58' 23"W across N-.W. 1 Avenue along the Westerly extension of the South property line of Block 57N for a distance of 50 feet to a point on the West right-of-way line of Ii-W. 1 Avenue; thence run N 000 00' 56"E along said West right -of. --way line for a distance of 330.16 feet to a point; thence run 14 000 01' 5511E continuing along said West Right -of -Way Line for a distance of 155.96 feet to the Point of Beginning of the following described parcel of land; thence 5 890 32' 44"W for a distance of 93.08 feet to a point on the East Right--of-Way Line of Dade County Metrorail; thence N 000 02' 0511E along said East right-of-way line for a distance of 227.26 feet to a point; thence N 890 32' 44"E for a distance of 68.25 feet to a point of curvature of a circular curve concave to the Northwest having for its elements a central angle of 890 31 ' 09" and a radius of 25 feet; thence run Easterly and Northerly along the arc of said curve for a distance of 39.06 feet to a point of tangency on the West right-of-way line of N.W. 1 Avenue; thence S 000 01' 35"W for a distance of 252.06 feet to the Point of Beginning. The above parcel contains 21,280.3+ sq. feet. NOTE: Bearings are based on an assumed meridian from the "Miami Arena Subdivision" Plat (129-53)• 8 7-448 V o C." CD z 0 0 m m 0 ch w m w 4 m 4 N.M. I 500*02*05@W m m m RE -ALINEMENT OF N.N. I AVE. ir- A.P. 179*n*160 D.C. MET.RAIL (E) LIMIT LINE 227.26' H00*02'058E PARCEL3H tO AREA • 21280.3 + S.F. x P-25.00: &w 31 09- No 411WE SCALE 1'-40* A-30. 05, 0 S00*01*356W go �gv� 252. 06 Ir N.W. I AVENUE Is, 111 * .1 PARCEL 2 To be dedicated as Public Right -of -Way for the Re -Alignment of N.W. 1 Avenue between N.W. 6 Street and N.W. 7 Street. Those portions of Lots 15 and 16 lying South of the Southerly Right -of -Way line of the Railroad "Y", Block 57N, "A.L. Knowlton Map of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Dade County, Florida, also being described as follows: Commence at the Southwest Corner of said Block 57N9 said corner being 30 feet East of the City of Miami Monument Line on N.W. 1 Avenue and 20 feet North of the City of Miami Monument Line on N.W. 6 Street; thence run N 890 58' 2311E along the South property line of Bloch 571N for a distance of 84. 9+ feet to the Point of Beginning of the following described parcel of land; thence continuing along the South property line of Block 5714 for a distance of 108.6+ feet to a point; thence N 000 02' 1411E for a distance of 12.50 feet to a point on a non -tangential circular curve concave to the Northeast having for its elements a central angle of 900 03' 51" and a radius of 25 feet; thence run Westerly and Northerly along the arc of said curve for a distance of 39.30 feet to a Point of Tangency; thence run N 000 02' 14"E for a distance of 24.1+ feet to a point on a non -tangential circular i curve concave to the Southeast having for its element a radius of approximately 550+ feet and a central angle of approximately 100 50' 30", said circular curve being the Southerly Right -of -Way i line of the Railroad "Y" ( Note exact location of Southerly right-of-way line of railroad "Y" to be determined in field); thence Southwesterly along the arc of said curve for a distance of 104.1+ feet to the Point of Beginning. The above parcel contains 3,194.2+.sq. feet. NOTE: Bearings are based on an assumed meridian from the "Miani Arena Subdivision" Plat (129-53)• 87-448 � i ... � r.t .ru....aw�.rnn.�un...�_su_ii iiUli �ii innY _nYi_r...r. elYl....r.uu+•r.+. - _._.__. w CD J Q w r. W Q 1 '' 57N m in w w • Q I 2 LD 0 3 c I OT 16 z o 1 0 o Z J ' o a o ' ' LOT 17 o Z a ¢ i W t id N I N p ' W o W In � a Z > Q to 0 0 N 1 + m o o m 1 (U p cr CM' N cn c�urn m 'O W I Qa a I Z V cn ws 3 CC I as m w I Z 1 1 30' 84.9+ P.O.B. 10 + cca P.O.C. _ N89=58'23"E NA 0 N -- _ i N.W. 6 STREET �..�n��l,�muurs�nmc±�rr�anana".c!��'P@AI!,lllflf Pl��.l l�'J'I�PI it I M t EXHIBIT -C- LOAN AGREEMENT GRAN CENTRAL CORPORATION AND THE CITY OF MIAMI 8 7-448 E fF i i IA3AN AGREF 4ENT On 196_► Commercial Realty and Development a glori a corporation ("GROG") and the City ^f Miami, a Cc,mpany, y„ entered into this Florida municipal corporation (the "City" (the "Loan Agree - Loan Agreement dated Y `this Agreement b ment"). Upon execution and deliver Gnu on the city and CRDC. y the parties hereto, it shall be binding p lsewhere 1. Definitions. In afollowing termsdition to defined eemeanings in this Loan Agreement, the applicable to both the indicated, which mlucalgl�ormsshall ofbsuchequally terms• sina_ular and the p City,by ��Acqu_ isition" sha�onmproceedingsn the uorl otherwise, of the purchase, through condemnat p land and building located on the Northwest corner of Northwest First Street and Northwest Fire tcAvenueredtcompletedwihin the e on theday Area, which acquiring shall b that title to such land and building is transferred to the City. "Bond" shall mean the Capital Improvement BoAd delivered by the City to CRDC at the Closing in the principal amount of 15 to evidence the City's obligation to repay the Loan. shall mean the drawing down by the City of "Borrowing" iven Borrowing Date pursuant all or a portio of the Loan on any 9 Agree and the Bond. to the terms and conditions of this Loan ,Borrowin4 Date" shall mean the date as of which a Borrowing is co un�, mmated. Ifnusiness pad shall mean a day on which commercial banks are open Eor -business in Miami, Florida. licit,." shall have the meaning assigned to that term in the introduction to this Loan Agreement. "Closin shall mean the place and time provided in Section 5 of this Loan Agreement. "Commencement Date" shall mean the date of execution and delivery by the City of this Loan Agreement. CRDC to "Commitment" shall mean theobligation bligatuant to thefterms and advance all or a portion of the Loan p nt Date and end don oligation conditions of this Loan Agree stall begin on the Commencemen t (1) the day as of which the City gives written notice to CRDC - 1 - 8'7-44F that the City does not intend to initiate any additional Borrow- ings, or 2 the day which is two (2) years after the completion of the Acquisition. "Control" shall mean the possession, direct or indirect, of t�—ower to direct or cause the direction of the power and policies of a Person, whether through the owne - ship of voting securities, by contract, or_ otherwise. "CRDC" shall have the meaning assigned to that term in the introduction to this Loan Agreement. "Gran Central Project" shall mean the property located adjacent to Northwest First AvebetF�orida,twhech is owned First Street by and Northwest Eighth Street, Miami, CRDC or a Parent or Subsidiary of CRDC on the date of execution and delivery of this Loan Agreement. by from time "Loan" shall mean the amount advanced of•.hthistLoan to time, pursuant to the CRDC, re ate principal amount of which Agreement and the Bond, the ,a o9 where the context so requires, shall not exceed ($• - I. . the amount thereof then outstanding. "Loan Agreement" shall mean this Loan Agreement, as such agreement may, from time to time, be amended. "Parent" shall mean a Person that directly or indi- more intermediaries, Controls the Person rectly, through one or specified. is one ear "Payment Date" shall mean the dhic the sameday after the day upon which the Commitment expires. iii each year thereafter. "Person" shall mean. any natural person, corporation, itrust, joint_stocF: company, joint anizaton, unincorporated org anr artnershiP ar government, or any venture, associationsubdicom�ision of any government. agency or Po "Redevelopment Area" shall mean the southeast over. er- town/Park WeRedevelopment Area a stssedeand dadopted by the City 82-755 and Resolution No. 85-1143, p Commission on July 29, 1982 and 2 anderResolut 26, ion No. respectively, and by Resolution No. R-1677-82 a iss oners of pass ed and adopted by the Board .of county nuarty 21,11986, respece County, Florida on December 7, 1982 an tively. - 2 - '. 8'7-44E " shall mean any Person that is under the "Subsidiary the term of Control of CRDC or a:Wholly-Owned Subsidiary during as well as all Subsidiaries and other this Loan Agreement, Persons, in each case as from time to may be included in the consolidated financial statements "Su lemental Tax Increment District" shall mean the Northwest genera bounded by the Metro on the west�and North - area g Yue on the east r south, Maamwhichnwas added to the Redevelop- FirstStreet on the west Fifth Street on the north, as.sed and adopted bye ment Area by Resolution No. R-63-86, p Board of County Commissioners of Dade County, Florida on January 21, 1986. "Tax Increment Fund" hall Fundmean the Southeast created by 0 d nancevNo. town/Park West RedevelopmentTrust Board of County Commissioners 82-115, passed and adopted b Y County, Florida on December 21, 1982. of Dad.;: "Termination Date" shall mean the earlier of: (1) the Termin as of which the day which is twenty (20) years after the day Commitment expires, or (2) the day as of which the Commitment ase expires in the year 2012, or if 1nBusinessither cDay•this date is no a Business Day, the next succeeding shall mean any Subsidiary. "Wholly -awned Subsid* which is owned by CRDC 100$ of the o tanding capital stock of and/or one or more Wholly -Owned Subsidiaries. 2. Thew• _ and to To encourage finance the Acquisition (a) property located within the Redevelopment development of certain Central project, by relocating . Area, including widening Northwest First Avenue be tw N�ait�hi��ttl��z � develop - wide g �s hth Street, each located and Northwest Fig on the terms and conditions and upon the hbasis herein. went Area, up Warranties and agreements set for` the reprEsenta.tions, and to accept the to make the Loan to the City to repay such CRDC hereby agreesanon of the C� tY he,reb Bond as evidence of the obligation CRDC, and the City Y portions of the Loan as are advanced by The Bond shall _be agrees to sell 198 �dshall notliver hbearointeresan�ntos5ectionall t2(h) dated prior to maturity pursu subject to prepayment p The Bond shall evidence the hereof, upon the Termination Date• portions of the Loan as are City's obligation to re ppay aDC suchTheform of the Bond shall b oval and the Bond issued advanced to the City bypursuant to described in, the p adopted by ��), and shall be the City Cocrsais- lions of Ordinance No. duly 198 , ("the OrdiHance Sion on _ - 3 - • } . . .. w .....ems» s ea..s .. ..��. ..—, w.r. � w-.�...--� — . 8 7-441S issued pursuant to any ordinance or resolution that may be passed p Commissioners of Dade County, ctior adopted by the Hoard of County this Loan ' contemplated Florida relating to the troy o dinance hereinafter ns breferred to Agreement (such resolution The Bond shall not be collectively as the "County Ordinance")• except upon the prior written consent of transferable by CRDC, ' the City. (b) During the time the Commitment- o ortions of the Loanto CRDC shall advance, from time to time, p of i the City, subject to the conditions set forth lshalltrequest, up this Loan Agreement in such amounts as the City in the aggre to an amount which shall not exceed [$. • gate. To initiate a Borrowing, the City shall give (c) promptly confirmed in writ - written notice (or telephonic notice, riot to 10.00 A.M., Miami time, at least five the ing) to CRDC p prop osed Borrowing Date specifying Business Days prior to the p P and the amount of Borrowing. Date (which shall be a Business Day) Borrowing. Such notice shall also contain beused the proposed uisition. Provided ication by the City that monies from the Borrowing to pay costs and expenses related to the Acquisition. revisions 's Borrowing request is in complianere�uirements hereof, the City the noticeq of this Loan Agreement, including CRDC shall advance the requested portion of the Loan ablehtoBthe Date by certified or bank cashier s check payable delivered o: rowinghall order of the City of Miami, Florida.l.in this Section 2(CRDC. given by the City to CRDC as provided Cit u on receipt by be irrevocable and binding upon the y P RDC shall be (d) Fursuar~t to the terms of the Bond. C a fifty t to provide to the C1ty mollies relatedsufficie1to the pA quisi— obligatd to ' of all casts and expenses expenses oL counsel gercent (50%) prepara- tion, including c�i,tl�out se Jimita d Iin connection xP i an t:i�obligation to the City and exec performance of any upon the tion of any document and the p reement. related to the Loan and to this Loan Agreement. Commitment, the amount of all Bo£rallncosts and expiration of thepercent (50%) tsand aggregate were in excess Of fthe City shall promptly -expenses related to the Acquisition, reimburse CRDC in the amount of such excess.secured alien (e) payment of the Bond ncrement Fund but such lien on the funds deposited into the Tax hall be only extend to the amount -on deposit in the Tax Incremenf_ shall y the Supplemental Tax Increment District. Fund generated by ti•.e Supplemental Tax Increment District the revenues generated by de osited into the Tax increment Fund are Payments Date an the (after and P a ent due on the Bon amount of the p ym , - 4 - w • 8'7-44E . en mount that such revenues hays h� Bonddonesuch accounting for the a the amount due on t prior payments on the Bond). o Bond shall duQ on the Bond on the - Payment Date shall be added mac ruing on the subsequent Payment Date,paymentsaid on the first payment nt accrue without interest and shall be p are gPnerated by Date after and tolthe a xtet that ntn Districts venues and deposi ed into the Tax nf-r Supplemental Tax Increment Fund• provided in (f ) The lien on the Tax Increment d and subordi- of this Loan Agree shall. be junior Section 2(e) lien on the Tax Increment Fund nate in all respects to any the City or Dade County, created by any other bonds issued byin be deposited Florida and payable from funds eNo�twithstandingtthe foregoing, into the Tax Increment Fund. the Tax Increment after the City has issued ddin whole, atYthe option of CRDC, Fund, the Bond shall be payable additional bonds secured by prior to the City's issuance of any that such option shall the Tax Increment Fund; provided, how.the,tha emental Tax Incre- if revenues generated by rior to arise only deposited into the Tax Increment Fund P a the went District and dep for the issuance of such additio Bond and al dare rotherwise eavailnt toabal Tax outstanding amount of the BO enerated by the Supplement such payment• If revenues g Increment District and deposited into the Tax Increment Fun are Incr the City Pay the outstanding portion of the Bond, available to P Yexpected to be shall provide CRDC with written notice hobonds are exp intention to Issue such additional bonds and ty the days prior to the issuance of such issued, at least shall provide the City with written notice of its Lion to tender the Bond for payment bonds and CRDC shall p �s issuance of intention to exercise its °p prior to the City in whole at least- ten (1Q } day. such additional bonds. Section 2(f) and (g} -'subject to Sectionthe Bond shall be payable in Section 2 (h} of ti'is F'Q`n Agreement, on the first Payment Date and equal annual installments beg ending on the Termination Date• ding anything within this Loan Agree- NotwitY'istan (h) payment Date the City may prepay in on any principal amount of went to the contrary, may prepay in whole the P Business Days' part or, on any date, Y u on Y roviding ten (10) the Bond then outstanding p P to CRDC in o make such prepay - notice . writing of its intention t• went. D BY"A LIEN THE BOND SHALL BE PAYABLE SOLELY FROM AND SECIIRE INCRF-14ENT FUNDS DEPOSITED INTO THE TAX UPON AND A PLEDGE AND TO THE EXTENT PROVIDED IN IS LOAN FUND, IN THE ORDINANCE. CRDC SHALL NOT HAVE AGREEMENT AND IN THE t 8'7-446 OR COMPEL THE EXERCISE OF THE AD VALOREM T�PROPERTY TO PAYPOWER OF THEYTHE TAXATION IN ANY FORM ON ANY REAL OR PERSONALANY BOND, NOR SHALL IT BE ENTITLED TO PAYMENT OF THE BOND FROM THE THAN THE TAX FUNDS OF THE CITY OTHER PROVIDED IN TIIISNCREMELOAN A•E�I RT AND IN MANLIER AND TO THE EXTENT THE ORDINANCE. NEITHER THECITY,SHA D BSTTEE A OBLOIGATEDRITO DAP OR AANNY POLITICAL SUBDIVISION THEREOF REEtlENT OR THE AMOUNT DOE PURSUANT TO THE TERMS OF THIS LOAN A.IT}i AND CREDIT BOND FROM AD VALOREM TAXES AND NEITHER THE FUL F_ OF THE CITY, THE STATE OFY � IO,ANYRALi0i7NT ANY ®DDEIPURSUANTITOSI'PHE THEREOF IS PLEDGED FOR PA THE SAME DO NOT TERMS OF THIS LOAN AGREEMENT OR THE BOND AND CONSTITUTE AN INDEBTEDNESS OF HEEOCI CITY, MEANING HE STHEE OF FLORIDA, ANY ANY POLITICAL SUBDIVISION CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION. Re resentations, Warranties and Agreements of CRDC. 3. CRDC hereby represents, warrants and agrees as follows: (a) CRDC, its Parent and each of its Subsidiaries isng corporation duly organized, validjurisdictionaof itsnd in organization under the respective laws of the jurisdiction and authority to transact and each has the full right, p it, in the manner business in all places now being conducted by power and it. CRDC has the full right, being conducted by reement authority to enter into, exwhenteand deliver duly executedanddelivered for and this Loan Agreement, obligation of value, will constituteathe legal, with valiBits and terms,n except as such CRDC, enforceable in terms may be limited by bankruptcy, insolvency or similar laws o general application affecting the enforcement of creditors' 9 Of equitable remedies; rights and b1 the availability () b The creation and performance by CRDC of the r t and any obligations under this Loan Agrdum].e11autTiori4 byadditional all necessary ments pursuant hereto have been y corporate action of CRDC, its Parent off 7 aw taor dregul regulation, or not and will not violate any pro overnmenta? or regula- any writ, order or decree of any cou=ovigion of the corporate tory authority or agency is are provision its Subsidiaries, charter or bylaws of CRDC, its Parent or of time or the giving and do not and will not, with the pa instr r co or greementtowhich default of notice, result in a breach require any consent under any art or by CRDC, its Parent or any of its Subsidiaries is a party their which CRDC, its Parent or any of•its Subsidiaries or any respective properties may be bound or affected; (c) There is no fact which CRDC has not disclose to the City in writing which materially and adversely f a - 6 - a •. 87-44 6 so far as CRDC can now foreseer is reasonably likely to prove to materially and adversely affect the ability of CRDC to perform Agreement or the ability of'CRDC, the obligations of this Loan A its Parent or any of its Subsidiaries to develop the Gran Central Project in such a manner s� tthe Grificant tax increment anCentralprojectand revenues will be generated Y deposited into the Tax increment Fund; (d) There are no suits or- proceedings pending-7 to d before any court or eatene the actual knowledge of CRDC, regulatory.rauthority, commissionl, or before any governmental o against or affecting bureau or agency or public regulatory Y 9 versly CRDC, its Parent or any of its rialbadverseeaffectwhich, i onthedability determined, would have a mateLoan of CRDC 'to perform the obligar an s of it of thi S bsidiar iesmto or ability of CRDC, its Parent o Ytax the Gran Central Project in enerated byr rthe Gran CentralcProject increment revenues will be g and deposited into the Tax Increment Fund; Neither CRDC, its Parent nor any of its Subsid- e (e) Neitreement or instrument or subject to iais a party to ud ment, governmental decree, charter or anyyies court order or j 9 other restriction materially and sdofrthis affectingsely LoanAgrea ementorlthe of CRDC to perform the obligation ability of CRDC, its Parent or any of its Subsidiaries to develop so that signif the Gran Central Project in sue ant tax rat d byrthe Gran CentralcProject increment revenues will be gene material ther C and deposited into the Tax Increment ainud�faulte in any RDC, its Parent nor any of its Subsidiaries respect in the performance, observance or fulfillment of any the obligations, covenants hicti it is a partyor conditions contained inoraby material agreement or instrument to w which it or its properties is bound or affected, or under any law, regulation, aecree, order or the like; . consents., approvals and (f) All authorizations, licenses required under applicable law or regulation for CRDC to perform the obligations of tizis Loan Agreement have been duly p order, issued and .are in full force and seinedefaulteunder anCRDC, its Parent nor any of its Subsidiaries reement or other decision decree, ruling, regulation, closing ag bureau or other de de instrument of any governmental commission, urisdic- administrative agency or public regulatory body having 7 which tion over CRDC, its Pa terialnt radversef effect its Subsidiaries, ability Of the default would have a ma reement o CRDC to perform the obligations of this, Loan A9 lop ability of CRDC, its Parent or any of its manner so that asignificant ries tetax the Gran Central Project in enerated by the Gran Central Project increment revenues will be g - 7 _ . osited into the Tax increment Fund. No approval, consent and dep or registration with any govern- or authorization of or txr otherregulatory ulator authority or agency mental commission, bureau or execution,delivery or perfor- is required with respect to the mance of this Loan Agreement or the documents and transactions contemplated hereby• has or a Parent or Subsidiary of CRDC, title to all real property comprising the (g) CRDC, good and marketable fee Gran Central Project. q. Representations City, The City hereby warranties and 'represents, warrant reements of s and agrees the as follows. (a) The City is and will be as athe municipal cotof �porg sin duly organized and validly existing ation with the powers and authority set forth in Chapter 66 Florida Statutes, as amended, its Charter and any other 1 • the )• applicable laws (collectively, (b) The City has ho- full legal right, power an(id attthe -- city to: (i) enter into this Loan Agreement, �) adop as ordinance, (iii) issue and carry cr�veouthandoconsummate nd to C the provided herein, and (iv) this Loan Agreement and the will transactions contemplated by Ordinance and the City has complied, and at the Closthe Act ing be in compliance in all resPits s art in connection with the and with the obligations with the terms 0 on P issuance of the Bond contained in the Ordinance, the Bon and this Loan Agreement; has (c) By all necessary official action the City has duly authorized and aPP duly adopted the Ordinance, performance by the the execution and delivery of, and the t onnection with the City of the Obligations on its p • issuance of the Fond contained eicit of all o�isummaotion by nd, the ordinance and this Loan Agreement arzby - his -Loan Agreement in other transactions contemplated nce connection with the issuance Of theand bind.ingnobli atio�sdofathe constitutes the legal, valid subject to + City, enforceable in accordant wits their similarslawsbaffect_ , applicable bankruptcy, insolvenc and subject, as to enforce ing creditors' rig generally of equity (regardless of ability, to general principles y in equity or whether enforcement is sought in a proceeding at law). The Bond, when issued, authenticated and delivered to CRDC in accordance with the legal, valid and binding obli rdinance and this Loan Agreement, will constitute a 9 9 ation of the City, enforceable in accordance with its 8 8'7-44h Iw insolvency and terms, subject to applicable bankruptcy, and sub - creditors' rights generally similar laws affecting to general principles of equity ject, as to enforceability, proceeding (regardless of whether enforcement is sought in a p g in equity or at law); Q provided herein, the City is not in (d) Except as p applicable material breach of fvor m material defor ault un native regulation constitutional pro li- of the State of Florida or the United greeme t, indentu cable judgment or decree, or any Leement, or other ag bond, note, or material resolution, art or to which material instrument to which the City is party otherwise sub - the City or any of its property which with ject, and no event has occurred an ofsnogiCe, continuing which would the passage of time or the giving anysuch constitute a default or event of defaulofutherBond, this instrument; and the execution nofltherordinance, and com- Loan Agreement, and the adoption+s art contained pliance with the provisions on the City p law, admini- therein, will not conflict with provision,or constitute law, breach o or default under any constitutionaldecree, loan agreement, strative regulations judgment, or other in - indenture, bond, note, resolution, agreement, indenture, ject, nor to which the City is a party or to which the City or any of its property or assets is rucompliance will any such execution, delive-&y• Lien, charge, or result in the creation or imposition of assets of the City, encumbrance upon any of the prop under the terms of any such law, regulation or instrument, except as provided by the Bond and the Ordinance. o4ided t,.ereint ail authorizations, Except . ) as P e i P per;�tits, cr�izscnt4 and orders coc aor approvals, license, legi.sl�ative body, board, ay Y governmental authority, commission having jurisdiction of tllc matter have been duly condition precedent to or the obtained which are required for the due authorization y ©e which would constitute a c adversely aftect the au absence of which would material ,obligations in connection performance by the City nd approvals, consents- and - with the issuance of the Bondunder pp is Loan Agreement ass the ordinance, except for or Securities orders as may be required under the Blue Sky and sale laws of any state in connection with the offering of the Bond; �and f) The descriptions of a tsn to t etBond randance the res herein conform in all material P ordinance; 9 8"7-4r4F r.. (g) Except as provided herein, as of the date hereof, there is no _action, suit, proceeding, inquiry or investigation, at law -or in equity, before or by any court,' government agency, public board or body, pending or, to the best knowledge of the eofficials d against the city executing this or Loan Agreement, threatened ag seeking to prohibit, restrain or enjoin the sale, issuance taxes or or delivery of the Bond or .the pay thelon. of Bond, or any fees pledged or to be pledged to pay or affecting as to the City the validity authorizator �oneforlthe of the Act in any respect relating he issuance of the Bond, the Ordinance, this Loan Agreement, contesting the powor ers of the City or any authority for the issuance of the Bond, the adoption of the Ordinance, or the execution and delivery by the City of this Loan Agreement; (h) The consolidated financial statements of the City for the fiscal year ended September 30, 1986, including any related notes, certified by.Coopers & Lybrand, indepen- dent certified public accountants', pursuant to their audit of. the financial records of the City for the fiscal year ended September 30'6 heretofore geneare complete rally accepted accounting prepared in accordancewith principles consistently applied, and correct ial of and fairly present the consolidated financionscondition for the City as of such date and the results of op the fiscal period ended on such date. Other than as disclosed by those financial statements, the City does not have any direct or contingent coobsogadated financial tions or 1posis which would be material tion of the city, nor any .ma of the City.l unreathe 1datetof losses from any commitmentsisclse such financial statements and exc heres t asr been rnoeetofoedmate°rial by the City to CRDC in writing, adverse change in the business or financial condition of the City. taken -as a whole; ( i ) The financial' statements Loanto D refe-reto in Agreement, Section tany q(h) hereof do not, nor does the written statement furnished by the City rceentn contain tion with the negotiation of this Loan Ag any untrue statement of a ma e-ialntsc contained therein fat or cmit a for fact necessary to make the s tatemeherein, in light of the circumstances under which they were made, not misleading. There is no fact which the City not disclosed to CRDC in writing hickCity can-an llreseea adversely affects nor, so far is reasonably likely to prove to materially and adversely y or affect the business or Roanerform condition tobligations ofthis the ability of the City P Loan Agreement; - 10 - W t� 5, Closin . At 10:00 A.M., Miami time, on ually agreed d e as may be mu 198 , or at such earlier or later tir'will, subject to the provi- upon by the City and CRDC, the City �,t,vo form, duly sions hereof, deliver the Rondo tethe DCwitthdthej�other documents executed and authenticated,. 9 provisions hereof, hereinafter mentioned, and, subject to the p CRDC will deliver the documents hereinafter mentonuasuanteto delivery of the Bond and, if requested by the Cityp the notice requirements of Section 2(c) hereof, advance a porand tion of the Loan to the City in if any, unt shall be made attheoffices ices payment of funds advanced, Y agreed u es of the City, or such other place as may be mutually g P by the City and CRDC. C has entered into 6. ClosingConditions eof on CRDC. e r prDesentat ons and war - this Loan Agreement in reli P ranties of the City contained warranties for be icon ained and in reliance the documents representations and warren and instruments to be dliver to acc pt he city at the Accordingly, CRs obligationnd and make Closing.- DC' Loan as provided therein and herein shall be subject to -the following conditions: ity (a) The representations aom complete warraandecorntisorecth onCthe contained herein shall be true, c p . date hereof and on and as of the date of the Closing; shall _ (b) At the time of the Closing, the Ordinance _ be in full force adnotff have inaccordance further amended, modified tive terms and shall. _ or supplemented; (c)t the time of the Closing, all necessary reement official action of t17e City relatingfor.ce d efto fectis in- and the Bona shall be in full. with their respective terms and shall no have beenexceppt in modified or supplemented in Y 'each case as may have been accepted by CRDC; and (d) At or prior to the- Closing, CRDntshall have received copies of each of the follows g The Ordinance, certified by the City Clerk (1) under seal as having been duly adopted by the City le - Commission and as being in effect, with such supple; ments or amendments as may have been accepted by CR (2) If appropriate, the County Ordinance, certified by the clerk of Dade County, Florida under x 8'7-44 b seal as having been duly adopted by -the Board of County Commissioners in , with ch L ' supplements CRDC; (3) The opinion, dated the date of the Closing and addressed to the City, of Greenberg, Traurig, Askew, Hoffman, Lipoff. Rosen & Quentel, P.A., Miami, Florida, Bond Counsel to__the City, -in substantially the form attached hereto as Appendix A; (4) The opinion, dated the date of the Closing and addressed to CRDC, of Lucia Dougherty, Esq., City Attorney, to she effect that (i) ment and the Bond have been duly authorized, executed, and delivered by the City and each constitutes a valid, binding and enforceable obligation of the City, enforceable in accordance with their f terms, siexcept ht taco the extent that the enforceability remedies set forth herein. or therein may be limited by bankruptcy, insolvency or other laws affecting credi- tors' rights generally and subject, as to enforce- ability, to general principles of equity roce din rdless in of whether enforcement is sought in a proceeding equity or at law); (ii) the City has the right, power and authority under the Act to adopt the Ordinance and the Ordinance has been duly and lawfully adopted by the City, is in full force and effect and constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, -as to enforceability, to ge11-ral principles of equity N (rega=dless of %whether enforcement nsotl9ht in proceeding in equity or at law),' _ authori- zation is requi,red; (ii,i.) to -tile enhe inquiry - ledge, there is no action, .quit, proceeding, or investigation at law or in equity before or by any court, government agency, public board or body, pend- ing or threatened against or .affecting the citroceed- is there any basis for any such herein anyunfavorable ing, inquiry or investigation, have a materially • decision, ruling or finding adverse effect upon the transactions contemplated by ac�r�ement or tr,z validity of the Bond or the c-,dinarlce, except as . described herein; and (iv) all authorizations, consents, app'rovauthortiesvrequired governmental bodies or regulatory of for the City' s adoption, the execution of the f Bond, the the obligations and _ 8'7-448 Ordinance and this Loan Agreement have been obtained _ or effected and, to the best of. her knowledge, she has no reason to believe that the City will be unable to obtain or effect any additional authorization, con- sent, approval or review that may be required in the future for the performance of any of them by the City; (5) A certificate, dated the date'oF Closing, signed by the Mayor and- Director of Finance, and approved and signed by the City Attorney as to (iii) below, or other appropriate officials satisfactory to CRDC, to the effect that, to the best of their know- ledge: (i) the representations of the City herein are true and correct in all material respects as of the date of Closing; (ii) the City has performed all obli- gations to be performed hereunder as of the date of Closing; (iii) except as disclosed herein, no litiga- tion is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Bond, (B) in any way contesting or affecting any authority for the issuance of the Bond or the validity of the Bond, the Ordinance, or this Loan Agreement, (C)n any way of the contesting the corporate existence or pow City, (D) to restrain or enjoin the collection of revenues (other than as provided herein) pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bond, or (E) asserting that this Loan Agreement contains any untrue statement of a material fact or omits tmadenhereinrlal fact in light r necessa y to make the statements of the circumstances under which they were made, not misleading (but in lido of such certificate, CRDC may in its sole discretion accept an Op"" on of Bond Counsel, that. in the opinionirlaroiB tl�� eatened lthe liti- issues raised in any such pe gat.ion are without sub stance or rthat the contentions _ of any plaintiffs therein are without merit); (iv) since September 30, 1986, no material and adverse change has occurred in the financial position or results of operations of the city, except as set forth in or contemplated by this Loan Agreement; and.(v) _ this LoaAgreement did not as of its date, and does n not as the date of Closing contain any untrue statement of a material fact or omit to state a macarial fact necess.,:.7 -make the statements con- tained herein, in light of the circumstances under which they were made, not misldading; If the City shall be unable to satisfy the conditions to the obligation of CRDC to accept delivery of the Bond, or if the - 13 - 8'7-44K obligation of CRDCt^ accept delivery of the Bond shall be ter- ermitted by this Loan Agreement, this minated for any reason F nor the ity Loan Agreement shall terminate nhereunder, except thatthe shall be under any further obligationand CRDC set forth in Sections respective obligations of the City 9 and 11 hereof shall continue in full force and effect. entered 7. Closing Conditions -of the City_. The City has into this Loa Agreement in reliance upon the representations and in warranties of CRDC contained herein, antainedreliance the documents representations and warranties to be Accord liveed byand instruments to beelrto deliveDr the Bond' atat thesClosing shall ingly, the City s obligationconditions: be subject to the following (a) The representations and warranties te dof CRDC cthe tained herein shall be true, comple date hereof and on and as of the.date of the Closing; (b) At the time of the Closing, all necessary CRDC or any other official and corporate action taken by without limitation, Person in relation thereto, oE nCRDClnrelating to this Loan any Parent or Subsidiaryrce and Agreement and the Bond shall be in full fO and shall effect hav accordance with their respective terms lemented in any material been amended, modified a sas may have been accepted by respect, except in each case as the City; and rior to the Closing, the City shall have . (ca At or p documents: received copies of each of the following laws (1) The Articles of Incorporation and By certified under seal by authorized officer of CRDC, s r of CRDC to the effect bl�aCRDCf hR.LeI in fulland and have been duly adopted 5 effect and, ��s of the date of the Closing, have no been further modified, supplemented or amended; tate 2 A Certificate of the Secretary of SCRDE in ( good standing Florida with respect to -the g the State of Florida. - (3� The Resolutions of the Board of Directors ctCRDC ors of any Parent of CRDC and each Subsidiary affected hereby, certified utdoerthe seal negotiation and officers thereof, relating Agreement and all other execution of this Loan CRDC certified under seal corporate actions taken by by authorized officers thereof, which authorize, 14 01 •- 8 7--44f, i empower or direct any offbcer of CRDC any Parent of CRDC to enter into the ' CRDC or any contemplated by the Bond and by this Loan 3 of transact-,. P Agreement; (4) A Certificate of incumbency and specimen j signatures, certified under seal by authorized i officers of CRDC, with respect to the officers of CRDC who have been authorized,- _empowered "and directed to execute this Loan Agreement and any documents to be delivered at the Closing; (5) The opinion, dated the date of the Closing and addressed to the City, of this Loan counsel for CRDC, to the effect that (i; Agreement has been duly authorized, executed, and delivered by CRDC and constitutes a valid, binding and enforceable obligation of CRDC in accordance with its terms, except to the extent that the enforceability of the rights and remedies. set forth herein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a f proceeding in equity or at law); (ii) CRDC has the right, power and authority, under the laws of the ' the laws of the United State of Florida and under States, to enter into this Loan Agreement and the Bond, as they relate to CRDC, its obligations of the bsidiaries, constitute legal Parent or any of its Su valid and binding obligations of CRDC, ep plbcable accordance with their terrus, subject to o a bankruptcy, �� insolvency and similar lays affecting » creditors' rights generally and. subject, as to enforceability, to general, principles of equity ( regardles x of tal�et her enforcement d no o�herht in author- proceeding in equity or at lace) ► Loan ization is required by CRDC to enter into this Agreement or to adopt the obligations of the Bond; (iii) to the best of his knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before -or by any court, government agency, public board or -body, pending or threatened of its -against or affecting CRDC, its Parent ofornany such Subsidiaries, nor, is there any or investigation, a action, suit, proceeding, inquiry wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the trans- actions contemplated by this Loan Agreement or the validity of the obligations created by the terms of " 1 '... ,. eww�e.�a�..•e.��....�a... ..... ...w �� ..*,.,ram• � ��• M �-�.��—•�...aws.�.•w.�►..��" • 8 I —44 h a14 . c C 'r .. the Bond, except as described herein; and (iv) all consents, approvals and reviews of authorizations, regulatory authorities required governmental bodies or reg erformance of the for CRDC's adoption, execution or p obligations under the e G brained ort of fec Pend n11L terms Of and,tothe Agreement have been o best of his knowledge, he has no reason to believe ay such that CRDC will be .unable two°sent,1 approvai.effect°rnreview additional authori d nrthe future for performance of that may be req n any of them by CRDC; (6) A certificateo� ahe Board ofated the eDirectorsof nof signed by the Chairman and approved and CRDC and the President of CRDC, or other signed by CRDC's counsel as to (iii) below, the City, appropriate officers ooCthe bestsfacof ttheo irknowledge• to the effect that, t (i) the representations of•CRDC hereinare true e an te of the da correct in all material respects as Subsidiaries here - Closing; CRDC, its Pa performed here have performed all obligations to i p t as dis under as of the date of Closing; (iii) except ending or threatened closed herein, no litigation is CRDCps acceptance of the (A) to restrain or en7 or affecting any Bond, (B) in any way contesting authority for the acceptance of the Bond or the per - authority of the obligations'thereunder, or under this form way contesting the corpo- Loan Agreement, (C) in any Y its Parent or any of rate ei=_tence or powers of CRDC, cin the col - its Subsidiaries, (D) to restrain or rovided herein) lection of any moniespledged(the r t. mailceasth %oans to the pledged ®r to ' be city, or (le) � r,sertinc ntaof ta�mAt ar ial fr�ccino r omits tains any untrue statement to m�eke the to state any material fact htoof:»tt e circumstances statements made herein' in light mislcading (beat in under which they were made► sole lieu of such certificate,• the City may in its discretion accept an opinion of counsel for CRDC, that the in the opinion of such counsel are without any such pending or threatened litigation ) plaintiffs substance or that the contentions ofthis Loan Agree - therein are without merit); and (iv and does not as of the ment did not as of its date, untrue statement of a date of Closing contain any material fact or omit min light ents tainedehereina�rialact neC es sary to make the state conwere made, not of the circumstances under which they misleading; - 16 - 8'7-44E • If CRDC shall City unable liv o er theiBond, or if the obligation obligation of the City the conditions to the to del of the City to deliver the Bond shall be terminated freement reason permitted by this Loan Agreement, this Loan Ag shall terminate and neither CR C nor the exc except that ltthehrespectivebe eobliy further obligation hereunder, gations of the City and CRDC set and in Sections 9 and 11 hereof shall continue in full ht te g, Termination. CRDC hAgreement all have tto acche epttdeliveryaof its obligation under this Loan the . the Bond by notifying thto City minatef its eitstobligataonsunderdthis City shall have the right Loan Agreement to deliver the Bond by notifying CRDC of its elec- cution hereof and riot to the tion to do so, latione shall be enacted or any action shall be Closing (i) leg taken by the U.S. Securities and Exchange Commission which as the effect of requiring the contemplated distribution of the Bond to be registered under the Securities Act of 1933 or the Ordinance, or, if applicable, the County ordinance, 1939 qualified as an indenture under the Trust Indentures Aectin f major or (ii) the United States shall declare war, calamity relating hostilities, or any other national emergency to the effective operation of t:e government of or the financial community in the United States shall occur. Expenses. Fifty percent' (50%) of all expenses 9• preparation of this Loan incurred in connection with the p p Agreement, including fees and .expenseon °with uthelpreparationtof and all expenses incurred in co erformance of the the docr�hereunderttl ed shall her fast bornediaythe CRDC. obligationsP on to be 10. Notic`cs. Any notice or other comm igiven by given to i�he�City under this Loan I�gt hereement may be g delivering the same in writing Color da City o33133,rniAttention• 3500 Pan American Drive, Miami, Director of Finance and any notice or other communication to be given to CRDC under this Loan Agreement may be given by vering the same in writing to Commercial Realty and Development Company, Attention: 11. Parties In Interest. This Loan Agreement is made the and CRDC and no other person solely for the benefit of City or by virtue right hereunder hereof. shall acquire or have any g reements contained All of the representations, warrantiesrnd ativa and in full force g. Y in this Loan Agreement shall an remain investigations made by or on and effect, regardless of: (i) 17 - M 8'7-44h behalf of either party and (ii) delivery of any payment under the terms of the Bond. 0 o�;Ps Cumulative. No failure on the 12. No Waiver, Ren__-.- a�>>V in exer- part of either CRDC or the City to exercise and rla operate as a cising any right hereunder, or under parttialaexercise of any waiver thereof. nor shall any sing right hereunder or preclude any other or -further exercise thereof rig other right. The remedies herein provided ed the exercise of any remedies provided by are cumulative and are not exclusive of any law. - 13. Counter arts. This Loan Agreement may be executed in F - different parties hereto in any number of counterpartsachanofb which when so executed and separate counterparts, delivered shall be deemed an original aameainstrumenth when taken nd together shall constitute one an any one or more of 14. Sever bilit . In the event Agreement shall for any the provisions contained in this Loam o unenforceable in any reason be held to be invalid, illegality ll or unenforceability shall rovisioti hereof, but this Loan Agreement respect, such invalidity, or unenforceable not affect any other p illegal such invalid, shall be cons ne e ed as provision had r beenfcontained herein. This Loan Agreement shall become 15. Effectiveness. the appropriate City officials effective upon the execution by Lance hereof by the and authorized officers of CRDC of the be v conflict City and CRDC, respectively, and shallhe bevalidd ofdany fconflice at the time oL` such acceptance. TO reement and any prior con- - between the provislo�rt�c�tlis hereto�n ��e irovisions of this Loan tract beLween the L' -- Agreement ,hall govern. - 6 o Readin s . The headings encei� only taond� shall of snot Loan Agreement are insertrt ed for convene deemed to be a p COMMERCIAL REALTY AND _ -Attest: DEVELOPMENT COMPANY By By: Secretary • 87-448 EXHIBIT -D- GRAN CENTRAL CORPORATION PROPOSED GRAN CENTRAL DEVELOPMENT SITE t k 8'7-4 4 f I c 20d METRORAIL lowTim" no rlk* 0cm I B 3 3c. 13F t51 3 E 3 3c-"Ib a ESM a M 2 do I IL njiw 38 N. W. cn cn cn c*j M in z EXHIBIT D mewaft. PARCELS REQUIRED FOR CRCD (Gran Central Corporation) REALIGNMENT OF N. W. I AVE. Proposed Gran Central Development EXHIBIT -E- PROPERTY OWNED YGRAN CENTRAL CORPORATION BETWEEN N.W. 1ST AND NWCBD-1/9 "Aft, r Q 7o' e/w a N. W. 1 AVENUE No ," N AdW METP0 AA0V6 ' EY1 T5 OV BOTH THE EAST AfJD v/E6T �" iDE Of - AI. W. A VE . Ul) - 3 z �V) i. 4 5 7 � jam. CITY OF 5AM& IDA M m eivv • � a EXHIBIT "A" CITY COMMISSION MEETING OF JW No. FILE No. ��-�v .�: - a 2 -y CITY OF MIAM1, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of DATE: MAY p 61987 FILE: the City Commission SUBJECT: Gran Central Corp. CFor City Commission Cesar H. Odio FROM. ' REFERENCES. Meeting of 5 /14/87 City Manager I ENCLOSURES: i RECOMMENDATION It is respectfully recommended that the Miami City Commission approve the attached resolution authorizing the City Manager to enter into a contractual agreement in a form acceptable to the City Attorney with Gran Central Corporation a fully owned subsidiary of the Florida East Coast Industries Incorporated for the development of a Boulevard along N.W. 1st Avenue between N.W. 1st Street and N.W. 8th Streets. Funding for project implementation will be a cash contribution from Gran Central Corporation, a non -interest loan from Gran Central Corporation to the City and General Obligation Highway Improvement Bond Funds. BACKGROUND The Departments of Development, Public Forks and the Law Department recommend the approval of this agreement. The City of Miami for the last two years has been negotiating with Gran Central Corporation, a subsidiary of the Florida East Coast Incorporated for the widening and realignment of N.W. 1st Avenue from N.W. 1st Street to N.W. 8th Street. The proposal calls for the development of a boulevard adjacent to the Government Center to link the existing downtown commercial core with the Arena, currently under construction and the Phase I housing developments to be initiated this summer within the Southeast Overtown Project. Major elements of this project include (Note Map): The widening of N.W. 1st Avenue from 50' to 70' R.O.W. from N.W. 1st Street to N.W. 5th Street. CRDC will be dedicating an additional 20' of R.O.W. along the West side of the street. N.W. 2nd and N.W. 4th Street from N.W. 1st Avenue to Metrorail alignment will be vacated thru replatting but the j City will retain pedestrian and utility easements. i i I i i - 87-44S 3 Honorable Mayor and Members x of the City Commission Page 2 l be 650 foot parcel l ocated at 104 N.W. pus�ppSeenueThel City _ A 17, the City for rig (quick acquired by t through condemnation (q d. The agrees to take this property take) if a negotiated settlement cannot be then total e cost of Gran Central Corporation will Pay at no acquisition and will loan the loan balance fromtrevenues of the q Re a ment of the interest. P Y to the redevelopment area Funds Southeast Overtown/Park WestTaxIncrement Trust Funet generated in the addendum N.W. 1st Street, 5th Street, established in 19g5 (bounded by ail this loan will be Miami Avenue and the Metrorail Alignment) will be North Repay utilized for this purpose. , subordinate to the initial Tax Increment Bond issuanceBonds the will fund with G.O. Highway Improvement Bo The City rebuilding of N.W. 1st Avenue. Will realign N.W. 1st Avenue from NThe R.O.W. Will The City R.O.W.zoned d from an existing 50to 96' (presently Streets and will abandon the exi,ti�n9 be increase 110') Corporation %,ill dedicate all necessary The Gran Central of the R.O.W. on the Kest sideStreet.ay up to $6501000 for utility Gran Central Corporation will of 11.W. 1st Avenue and the City relocation along this segment will fund the roadway improvements. ro erty and grant a Gran Central Corporation will dedicate Street and N.W. 8th pedestrian easement between Npedestrian linkage from the Street to create a Overtown Transit Station to the Arena. 7th-10th be widening N.W. 1st Avenue from the N.W. Street s to a 110' R.O.W. as part of the Phase I of The City will Southeast Overtown Project. r oration property located _ The City recognizes that Gran Central Corporation desires o rezone the strip of Gran Central P l to CBD-1/9 (Central adjace nt to the Metrorail alignment bat;een N.W. 1st and 5th Streets sfp°stri tj7 (General Com®erc Busi nes M s7448 Honorable Mayor and Members of the City Commission Page #E3 The City agrees to give consideration to crediting Gran Central Corporation with a portion of the cash contribution made to this project and 1/2 of the appraised value of the property given the City by Gran Central Corporation over the entire value of property received by the Gran Central Corporation for future local impact fees that may be imposed on the proposed Gran Central Project. The implementation of this project will have a significant impact upon the development of the Western portion of the downtown commercial core and the Overtown community by providing a major vehicular and pedestrian connection. It is proposed that N.W. 1st Avenue will be eventually rebuilt to connect directly to the Miami Avenue bridge on the South and I-395 on the North. The proposed rebuilding of N.W. 1st Avenue will be done in conjunction with the rebuilding and widening of the local streets within Phase I of the Southeast Overtown/Park West Project Area and the construction of a Pedestrian Mall on N.W. 7th Street West of the Overtown Transit Station and interim development of the 9th Street Mall. Gran Central Corporation proposes to build during the next 20 years as part of their Gran Central Project over 2 million sq. ft. of office space, 1,000 hotel rooms etc. The rebuilding of this street will greatly enhance this project and act as a catalyst for further redevelopment of this sector of downtown. It should be noted that it is extremely important for the Arena and the Phase I (lousing slated for S.E. Overtown/Park West to create a direct physi cal and visual link to the downtown core. This linkage is most important for the economic success of the Arena due to the need to provide improved accessibility to the Metromover system and the major parking facilities that will serve the Arena. These facilities are located south of N.W. 5th Street. There is an urgent need to expedite this project to ensure that the street improvements will be completed by the time the arena is constructed in the Spring of 1988. Upon approval of this agreement the Gran Central Corporation will immediately grant a utility easement for the installation of the chilled water pipeline along the proposed NW 1st Avenue CHO/MS/es Attachments: Proposed Resolution Agreement Map V 8'7--448 Cc 2Cd am. L7 3 IA METRORAIL _ ,DCM I -1 38 v~i I cn `� u 3 3 3 Z Z 2 EXHIBIT B PARCELS REQUIRED FOR REALIGNMENT OF N.W. I AVE. Z ,�� 6 �I' "� �I 9 � _ MIIA�IIIML"IIIIIhIPlgl7 sll AllTfMTT AY:^+�•2em*+` III AGREMM THIS AGREEMENT is made and executed this day of 1987, effective as of the day of 1987, by and among the City of Miami, a municipal corporation of the State of Florida (the "CITY") and Gran Central Corporation,, a for profit corporation of the State of Florida, having its' principal place of business at One Malaga Street, St. Augustine, Florida 32084, and Florida East Coast Railway Company ("FEC"), a for profit corporation of the State of Florida, also having its' principal place of business at One Malaga Street, St. Augustine, Florida 32084. WITHESSETH : WHEREAS, the CITY desires to realign, widen, and improve Northwest 1st Avenue between Northwest 1st Street and Northwest 8th Street, in accordance with the Government Center Traffio 41 - Circulation Plan prepared by Metro -Dade County Public Works Department, all as.shown on Exhibit A attached, to serve the new Miami Arena, future development in the Southca,st Overtop*n/Park West Redevelopment area and otherwise improvo gonera,l traffic conditions in the downtown business area,; and WHEREAS, Gran Central Corporation is desirous of developing office, hotel, and retail structures in a phased development to be known as "Gran Central" once infrastructure improvements planned by the CITY are completed; and WHEREAS, in order for the CITY to align and widen Northwest lot Avenue it will have to acquire the property shown on Exhibit 8 attached hereto; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the i parties hereto agree as follows: SECTION I PROPERTY ACQUISITIONS. TRANSFERS AND EASEMENTS 1.1 AQuisitions. The CITY, upon the execution of this Agreement will exercise due diligence in negotiating the purchase of the property located at the Northwest t z 1 oorner of the intersection of Northwest 1st Street and Northwest 1st Avenue, shown on Exhibit B as Parcel No. 1 (Parcel No. 1), to permit realignment of Northwest lot Avenue. In the event the CITY is able to negotiate the purchase of Parcel No. 1, the CITY, at the time of closing of Parcel No. 1, will take title to Parcel No. 1A and Gran Central Corporation will take title to Parcel No. 1B, both of which are shown on Exhibit B. In the event that the CITY is unable to negotiate the purchase of Parcel No. 1 within ninety (90) days from the date of execution of this Agreement, the CITY will then exercise due diligence in initiating a quick take condemnation proceeding to acquire title to Parcel No. 1 for the CITY. In the event the CITY is able to acquire Parcel No. 1 r .,,.. by purchase or condemnation, Gran Central Corporation shall fund the entire actual cost incurred as is more specifically set out in Section 3.1 of this Agreement. In the event that the CITY is unable to acquire the property by a quick take condemnation proceeding, for whatever reason, Gran Central Corporation covenants and agrees to pay one-half (1/2) of any and all fees, costs, expenses, damages and/or charges resulting from the attempted acquisition of Parcel No. 1. The CITY, upon the execution of this Agreement, will exercise due diligence in acquiring the property shown on Exhibit B as Parcel No. 2 (Parcel No. 2) to permit realignment of Northwest First Avenue. In the event that the CITY is unable to acquire Parcel No. 2, within ninety (90) days of the execution of this Agreement, the CITY may elect at its sole discretion not to realign Northwest 1st Avenue and terminate this Agreement, or realign Northwest 1st Avenue without the use of Parcel No. 2, or commence a condemnation . preceding of its choice to acquire Parcel No. 2. ,2- 8'7-44 t: ?I 1i mar Gentr.A, Cortior_ ation--jRemiaA. Gran Central Corporation will be solely responsible for replatting the aren bound by Northwest lst Avenue on the East, Northwest 1st Street on the South, Netrorail on the Nest and Northwest 8th Street on the North (the "Property") and that undersaid replat, the CITY recognizes, but does not acquiesce by way of this Agreement, Gran Central Corporation's request that the CITY abandon and vacate the public right--of-way in order for Gran Central Corporation to acquire title to portions of Northwest 2nd Street and Northwest 4th Street and existing Northwest 1st Avenue between Northwest 8th Street and Northwest 8th Street and the relocated Northwest lst Avenue. Gran Central Corporation understands and acknowledges that Gran Central Corporation shall comply with any and all state or local laws, codes, or ordinances relating to replatting. 1.3 Gran Ca��Qrporation '�ranaf�r ; Within 30 days after CITY has commenced a condemnation proceeding or acquired marketable title to Parcel No. 1 in Exhibit B, described in Section 1.1 of the Agreement, or the City having accepted Gran Central Corporation replat as described in Section 1.2 of the Agreement, Gran Central Corporation will convey to the CITY the properties shown as Parcel No. 3 of the Agreement on Exhibit B (Parcel No. 3) which is attached hereto and incorporated herein. Within thirty (30) days after CITY's final approval of Gran Central Corporation's replat of the Property, Gran Central Corporation will convey to the CITY the Property shown as Parcel No. 4 on Exhibit B (Parcel No. 4) which is attached hereto and incorporated herein. 1.4Traer. Within thirty (30) days after CITY has oonnenoed a condemnation proceeding or acquired -3w 10 0 I marketable title to Parcel No. 1 in Exhibit B, desoribe-4 in. Section 1.1 of this Agreement, or the CITY having accepted Gran. Central Corporation replat as ;described in Section 1.2 of the Agreement, Florida East Coast Railroad ("the FEC") will convey to the CITY the property shown as Parcel No. 3H.1 on Exhibit B (Parcel NO. 3H.1) which is attached hereto and incorporated herein. In the event that FEC removes the railroad track from Parcel No. 3H.2, then FEC shall convey by warranty deed Parcel 1:o. 3H.2 to CITY within thirty (30) days from the date of the occurrence of such event. In the event that FEC fails to use such railroad track for railroad purposes for six (6) Consecutive months, then FEC shall apply within thirty (30) days to— the appropriate authority to abandon operations over said railroad tracks. If the appropriate authority authorizes the a,bandonnent of railroad operations, then. F T1C shall convey by warranty deed Parcel!, No. 3I1. P. to CITE' wi t).Un thirty tag (30 ) days from the date of the ocrurence of such event . 1.5 Rasa =ta. In the event that Gran Central Corporation is able to replat the property as set forth in Section 1.3 of this Agreement, Gran Central Corporation will grant easements to the CITY, its successors and assigns, for a pedestrian access and Metrorail access in the Northwest 2nd Street area between Metrorail and Northwest 1st Avenue and for utilities in the Northwest 4th Street area between Metrorail and Northwest 1st Avenue as more specifically shown as Parcel No. 3H.1 in Exhibit B. Within thirty (30) days after CITY has commenced a oondemnation proceeding or acquired marketable title to Parcel #1 in Exhibit B, described in Section 1.1 of this Agreement, or the CITY having accepted Gran Central Corporation replat as described in Section 1.2 87-44 F �0 2.1 of this Agreement, FEC will grant a public pedestrian easement at such locations on Parcel No. 3H.2, Exhibit B and as designated by the City Manager from time to time. Upon the execution of this Agreement, Gran Central will grant a utility easement to the CITY., Metropolitan Dade County, Thermo Electron and/or their successors and assigns, for all utilities, including a chilled water T pipeline, in the realigned Northwest 1st Avenue area between Northwest Sth Street and Northwest 8th Street as more specifically shown on Exhibit A. Gran Central Corporation and CITY covenant and agree that from time to time, in a form acceptable to the City Attorney, at .the written request of the CITY or Gran Central Corporation, its successors and assigns, they shall execute and deliver such additional documents or instruments confirming the rights and easelttG'Tit s granted.. and resor``eci �.n tila.i.s section 1.4. The City Manager or leis authorized designee, is hereby authorized and empowered on behalf of the CITY to execute and deliver, from time to time, any such confirmatory documents or instruments. sF.(:TION II .TGNMENT OF NOBjHwrST FIRST AVENGE Itna wal Tmnrovements. CITY will, at its expense, upon receiving title to Parcel No.3 shown on Exhibit B. move expeditiously to cause Northwest 1st Avenue between Northwest 5th Street and Northwest 8th Street to be widened and realigned in accordance with the oonceptual plan as shown on Exhibit A. CITY will, at its expense, upon receiving title to all the parcels shown on Exhibit B. move expeditiously to oause Northwest 1st Avenue between Northwest 1st Street and Northwest Sth Street to be widened and realigned in a000rdanoe with the conceptual plan as shown on Exhibit A. EEC 87-44 , 1 // Notwithstanding the fact this Agreement provides phasing of property transfers and roadway improvements, it is the intention of the parties that, if possible, and the aforementioned condition precedents have occurred, widening and realignment of Northwest 1st Avenue between Northwest 1st Street and Northwest 3th Street shall be accomplished concurrent with or immediately subsequent to that portion north of Northwest 5th Street. a.$ Utility oca =. CITY shall be solely responsible for the relocation of all utility lines, except as specifically provided for in this Agreement, sub -grade or aerial, between Northwest 3th Street and Northwest 8th Street, to the new alignment of Northwest 1st Avenue. Gran Central Corporation shall be solely responsible and will negotiate with Florida Potter and Light Company to cause relocation of all utility lines, su])--grade or aerial, betwoon Northwest 1st Street and Northwest 5th Street to Northwest 1st Avenue. The CITY shall not be responsible for the upgrade and for relocation of utilities which may be required as a • result of Gran Central Corporation developing its land as shown on Exhibit D. SECTION III 3.1 Gran Central Corporation agrees to fund the entire actual cost incurred in the acquisition of Parcel No. 1 shown on Exhibit B. The CITY agrees to reimburse Gran Central Corporation one-half of the amount so funded in accordance with the Loan Agreement attached hereto as Exhibit C. Gran Central Corporation further agrees to pay as draw requests are made by CITY, an amount up to Six hundred and fifty thousand dollars ($850,000.00) for the aotual cost of relocating utility lines between -6- 8'7-44 €• /a Northwest Sth Street and Northwest 8th Street, to the new alignment of Northwest 1st Avenue. Gran Central Corporation also agrees to fund, at no cost to the CITY, the entire cost of relocating utility lines between Northwest 1st Street and Northwest 8th Street to Northwest 1st Avenue. The CITY shall not fund or reimburse Gran Central Corporation for the upgrade and for relocation of utilities which may be required as a result of Gran Central Corporation developing its land as shown on Exhibit D. The CITY agrees to fund the cost associated with actual roadways improvements made in the realignment of Northwest 1st Avenue as shown on Exhibit A. SECTION IV IMPACT FEES 4.1 The CITY has not presently in force a local impact fee ordinance, but the City Commission is considering such. The CITY agrees to credit Gran Central Corporation's share of the acquisition costs, as loot out in Section 1.1 of this Agreement, for Parcel No. 1 shown on Exhibit B plus one-half (1/2) of the excess of the appraised value of property given CITY by Gran Central Corporation over the appraised value of property received by Gran Central Corporation, as specifically set out in this Agreement, to the imposition and collection of future City of Miami imposed impact fees resulting from a City of Miami ordinance or amendment thereto (the "Local Impact Fee"), on any development placed by Gran Central Corporation on that property shown on Exhibit D attached hereto and incorporated herein. Gran Central Corporation's credit against future Local Impact Fees shall apply to any development by Gran Central Corporation on the property shown on Bzhibit D. which a building permit has been issued -7 "R 87--4,1 f i3 within ten (10) years, to the day, from the date of this Agreement and a Certificate of occupancy has been issued within twelve (12) years to the day, from the date of this Agreement. In the event that a building permit has been issued within, ten (10) years but a Certificate of occupancy has not been issued with the twelve (12) year time period set forth in this Section, then Gran Central Corporation shall pay the Local Impact Fee on the development for which the building permit was issued prior to the issuance of the Certificate of Occupancy. The credit against Local Impact Fees received by Gran Central Corporation is limited to a credit against impact fees imposed by a City of Miami ordinance and shall not be a credit against any contribution, exaction or fee imposed or - requirel as a result of a Development of Regional Impact (DRI) and/or of a development order issued by the CITY. SECTION V ZQNIHG 8.1 CITY recognizes that Gran Central Corporation desires to rezone that strip of Gran Central Corporation property shown on Exhibit E attached hereto. The CITY's recognition of Gran Central Corporation's desire to rezone the property does not constitute CITY's approval of such rezoning and Gran Central Corporation shall comply with all state and local laws, codes and ordinances applicable to the rezoning of Gran Central Corporation's property shown on Exhibit E. SECTION VI TERMINATION 8.1 It is understood by the parties that the implementation = of this Agreement requires acquisition of certain parcels. Should Parcel No. 1 of Exhibit H not be acquired as set forth in Section 1.1 of this Agreement, -a- 8'7_44 F / y 11 7.1 8.1 either party may at its option terminate this Agreement within sixty (60) days from the date a final order is rendered by the Circuit Court (the 11th Judicial Circuit for the State of Florida) denying the taking. Should Parcel No. 2 of Exhibit U not be obtained, CITY may at its option terminate this Agreement. Upon termination, each party will be responsible for its own expenses, except for acquisition expenses provided for in Section 1.1 of this Agreement and any money expended under the Loan Agreement, in which event, such money shall be repaid in accordance with the terms of Section 1.1 of this Agreement and the Loan Agreement. SECTION VII GENERAL. FROVISIONS The CITY and Gran Central Corporation shall hold each other harmless in the event that this Agreement, the Loan Agreement (which is attached hereto as Exhibit C) or any word, phrase, section or provision thereto is found to be invalid d for whatover reason. Ton Dollars ($10.00) as herein above specified, constitutes separate, independent and distinct consideration given by the CITY to Gran Central Corporation and Gran Central Corporation to CITY simultaneously to the granting of this hold harmless provision in favor of the CITY and Gran Central Corporation. SECTION VIII LEGAL REQUIREMENTS Gran Central Corporation under this Agreement shall be subject to such present and future ordinances or regulations or legal requirements as may be made by due governmental process of the CITY, the County of Dade. or any other public authority having jurisdiction over the parcels set forth in Exhibits A and H. 8 7-44E 0 14 i 0.1 10.1 12.1 SECTION IX PAUIES-BOM The covenants and conditions herein and contained shall apply to the aruccespors and assigns of all the parties hereto and shall run with the land. SECTION X GOVERNING LAWS This Agreement shall be governed by the laws of the State of Florida. This Agreement is subject to and shall be interpreted to effectuate its compliance with the Charter of the City of Miami, the City of Miami Code and- the Dade County Charter and Code. Any conflicts between this Agreement and the aforementioned Codes and Charters shall be resolved in favor of the latter. SECTION XI SFVFu��rr��v If any term or provision of, this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement other than the term or provision as to which it is hold invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. SECTION XII AMENDMENTS No amendment may be made to this Agreement unless in writing and signed by the CITY and Gran Central Corporation. 87-44ti /6 In witness whereof the parties have exeouted this Memorandum Of Agreement the date first above written. CITY OF MIAMI, a municipal Corporation of the State Of Florida ATTEST: By: CESAR H. ODIO MATTY HIRAI City Manager City Clerk GRAN CENTRAL CORPORATION, a corporation of the State of Florida ATTEST: By. President Corporation Seoretary APPROVED AS TO FORM AND CORRECTNESS: .� .. LUCIA A. DOUGHERTY City Attorney CGK/pb/rd/MOSO 8/S/87 EXHIBITS EXHIBIT A r Southeast.Overtown/Park West Paving Project (File No. H-4512) EXHIBIT B - Parcels Required For Realignment of N.N. 1st Avenue EXHIBIT C - Loan Agreement Gran Central Corporation and the C i ty of Miami EXHIBIT 0 - Gran Central Corporation Proposed Gran Central Development Site EXHIBIT E - Property Owned by Gran Central Corporation Between N.W. 1st and N.W. 5th Street Not Zoned CBD-1/9 8 7-44b EXHIBIT -A- SOUTHEAST EiF�1.E/NORKWEST Nw45121 PAVING PROJECT EXHIBIT -B- PARCELS REQUIRED FOR REALIGNMENT OF N.W. 1ST AVENUE . 8'7-448 I" = 20d IB 5 t3F N G METRORAIL ��DCM I 1 3D i 5 i 3C N. W. in in I in 3 3 3 z z z ■ �B PARCELS REQUIRED FOR REALIGNMENT OF N.W. I AVE. i ■ I IL Il i'XVYef•® +»�+:L—'"aua:�SLi��`.Gi"3®i31 i� I R-sss.00• aoo' 20 • 26• A-3.08 — — — — — s7s.00• — — — — — — 1 25• /P.R.0 AREA-7474.0 f S.F. son 1 1 / R-445.00• I I / A-'s33* 7• Z ss N • PARAMUF t l o �'cm Z I o to N RE-ALI6NMENT OF N. M. I AVENL E o -♦ ?+ SCALE s -40• g o� I I o M o ra N00*00.349E Ob 349.54' rn N.M. i AVENUE Z _ 25too• 4978 35 20' r A-33.43' to P.R.0 16 48' n' -1 A-151.14' / PARCEL36 RE -ALIGNMENT a OF N.W. i AVENUE AREA•ssse . s t S.F. N.li. 1 AVENUE m SCALE 1'-40' i 159.04' 1b$ I S00 *00' 34'N u, 1 i.& PARCEL 3.1 i O o m � o Z `°40 u • _ _ S00 * 00' 34' N '�' _ _ 349 54. _ N.W. i AVENUE Z s to i 0 PARCEL 3A To be dedicated as Public Right -of -Way for the Re -Alignment of N.W. 1 Avenue between N.W. 6 Street and N.W. 7 Street. A portion of Block 57 N, "A.L. Knowlton Map of Miami", as recorded in Plat Book B, Page .41 and a portion of Tract C, "Miami Arena Subdivision", according to the plat thereof, as recorded in Plat Book 129, Page 53, all of the Public Records of Dade County, Florida being more particularly described as follows: Begin at the Southwest corner of said Block 57 N, said corner being 30 feet East of the City of Miami Monument Line on N.W. 1 Avenue and 20 feet North of the �ity of Miami Monument Line on N.W. 6 Street; thence run N 00 00' 5511E for a distance of 12.50 feet along the West property line of Block 57 N to a point; thence run N 890 58' 23"E for a distance of 47.68 feet to a Point of Curvature of a circular curve concave t$ the Northwest having for its elements a central angle of 89 56' 09" and a radius of 25 feet; thence run Easterly and Northerly along the arc of said curve for a distance of 39.24 feet to a point; thence run N 000 02' 14"E a distance of 37.63 feet to a Point of Curvature of a circular curve concave 8o the Southwest having for its elements a central angle of 23 39' 45" and a radius of 436 feet; thence run Northerly along the arc of said curve for a distance of 180.06 feet to a point; thence run N 89 59' 2311E for a distance of 18.93 feet to a point, said Point being the Southwest Corner of Tract C as shown on Miami Arena Subdivision (129-53); thence run N 000 00' 56"E for a distance of '75 feet to a point on the former Centerline of N.W. 7 Street, now closed by the Plat of Mli.aa)i Arena Subdivision ( 1 29-53) ; thence run N 890 59' 35 11 E along said former Centerline of 11.W. 7 Street for a di.:3tance of 51 . �4 feet to a Point of Curvature of <a circular curve concave to the Southwest having for its elements s. central angle of 280 02' 05" and a radius of 532 feet; thence run Southerly along the arc of said curv8 for a distance of 260.51 feet to a point; thence run S 00 02' 14"W for a distance of 13.4+ feet to a point on a non- tangential circular curve concave to the Southeedst having for its elements a central angle of approximately 10 50' 30" and a radius of approximately 550+ feet,said circular curve being the Southerly Right -of -Way Line of the Railroad "Y" (note exact location of Southerly Right -of -Way Line of Railroad "Y" to be dtermined in field); thence Southwesterly along the arc of said curve for a distance of 104.1+ feet to a point on the South property line of Block 57N; thence run S 890 58' 23"W along said property line for a distance of 84.9+ feet to the Point of Beginning. The above parcel contains �7,860.7+ sq. feet. NOTE: Bearings are based on an assumed meridian from the "Miami Arena Subdivision" Plat (129-53) 8'7-446 z z m m 4 cx 0' 12.a \SW'02*s4'W N.W. i AVENUE 5GALL 1-04u - C ..J =;==Mmm�-Zz 0 d4 PARCEL 3H To be dedicated as public Right -of -Way for the Re -Alignment of N.W. 1 Avenue between N.W. 7 Street and N.W: 8 Street. A portion of Florida East Coast Railroad Right -of -Way, as shown on "A.L. Knowlton Map of Miami", recorded in Plat Book B, Page 41 of the Public Records of Dade County Florida, being more particularly described as follows: Commence at the Southwest corner of Block 57N9 A.L. Knowlton Map of Miami (B-41), said corner being 30 feet East of the City of Miami Monument Line on N.W. 1 Avenue and 20 feet North of the City of Miami Monument Line on N.W. 6 Street; thence run S 890 58' 23"W across N-.W. 1 Avenue along the Westerly extension - of the South property line of Block 57N for a distance of 50 feet to a point on the 4est right-of-way line of N.W. 1 Avenue; thence run N 000 00' 56"E along said West right -of --way line for a distance of 330.16 feet to a point; thence run N 000 01' 5511E continuing along said West Right -of -Way Line for a distance of 155.96 feet to the Point of Beginning of the following described parcel of land; thence S 890 32' 44"W for a distance of 93.08 feet to a point on the East Right -of -Way Line of Dade County Metrorail; thence N 000 02' 05"E along said East right-of-way line for a distance of 227.26 feet to a point; thence N 890 32' 4411E for a distance of 68.25 feet to a point of curvature of a circular curve concave to the Northwest having for its elements a central angle of 890 31 ' 09" and a radius of 25 feet; thence run East-rly and Northerly along the arc of Said curve for a distance of 39.06 feet to a point of tangency on the West right-of-way line of N.W. 1 Avenue; thence S 000 01' 35"W for a distance of 252.06 feet to the Point of Beginning. The above parcel contains 21,280.3+ sq. feet. NOTE: Bearings are based on an assumed meridian from the "Miami Arena Subdivision" Plat (129-53)• 87-448 N.W. W0002*05*W z ii U) m m m i RE -ALINEMENT OF N.W. I AVE. A.P. 179*N'16* D.C. MET.RAIL (E) LIMIT LINE 227.26- N00*02*058E PARCELM AREA 21200.3 + S.F. 21'1DO: 31 • o SCALE V-40' !A-n. 06 --lVm—W S00*01.358W M.06, I i N.W. I AVENUE sm. :a I z 0 01 CD e -j r- z 0 m m 0 0r, m —4 m —4 PARCEL 2 To be dedicated as Public Right -of -Way for the Re -Alignment of N.W. 1 Avenue between N.W. 6 Street and N.W. 7 Street. Those portions of Lots 15 and 16 lying South of the Southerly Right -of -Way line of the Railroad "Y", Block 57N, "A.L. Knowlton Map of Miami, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Dade County, Florida, aiso being described as follows: Commence at the Southwest Corner of said Block 57N, said corner being 30 feet East of the City of Miami Monument Line on N.W. 1 Avenue and 20 feet North of the City of Miami Monument Line on N.W. 6 Street; thence run N 890 58' 2311E along the South property line of Block 57N for a distance of 84.9i- feet to the Point of Beginning of the following described parcel of land; thence continuing along the South property line of Block 57N for a distance of 108.6+ feet to a point; thence N 000 02' 14"E for a distance of 12.50 feet to a point on a non -tangential circular curve concave to the Northeast having for its elements a central angle of 900 03' 51" and a radius of 25 feet; thence run Westerly and Northerly along the arc of said curve for a distance of 39.30 feet to a Point of Tangency; thence run N 000 02' 14"E for a distance of 24.1+ feet to a point on a non -tangential circular curve concave to the Southeast having for its element a radius of approximately 550+ feet and a central angle of approximately 100 50' 30", said circular curve being the Southerly Right -of -Way line of the Railrop.d "Y" ( Note exact location of Southerly right-of-way line of railroad "Y" to be determined in field); thence Southwesterly along the arc of said curve for a distance of 104.1+ feet to the Point of Beginning. The above parcel contains 3,194.2+.sq. feet. NOTE: Bearings are based on an assumed meridian from the "Miami Arena Subdivision" Plat (129-53)• M m Y N.W. i AVE. o a , N00400'56"E I PROPOSED RE -ALIGNMENT OF N.W. 1 AVE. i I 20' I 1 - I m R-550' f to 0-10 50' 30' mA-104.1'4 0 N I rn I (S) R/W LINE OF R/R 'Y' PARCEL 2 I I— I — — — — — — AREA-3194.2 + S.F. — — — — — — — — - 24. V t N00'02'1 "E O R- 25 ' ---I A-90'03'51" � A-39. 30 . 2.5o O'I SCALE i "•30' - - - 1 N00*02'14"E V EXHIBIT -C- LOAN AGREEMENT GRAN CENTRAL CORPORATION AND THE CITY OF MIAMI 8'7-448 LOAN AGREEMENT Commercial Realty and Development P On 198 �f Miami, a � oration ("CRDC") and the City Ccmpany► a Florida Corp the "City"), entered into. this Florida municipal corporation ( 198 (the "Loan Agree - Loan Agreement dated of this Loan Agreement by ment")• Upon execution and delivery u on the City and CRDC. the parties hereto, it shall be binding p Definitions• In addition to terms defined elsewhere 1• the following terms have the meanings in this Loan Agreement, equallyapplicable to both the indicated, which meanings formslOfbsuch terms: singular and the p b the City, by "Acquisition shall mean the acquiring Y �� of the through condemnation proceedings or otherwise, purchase, located on the Northwest corner of Northwest land and building feted on the day ' st Street and Northwest First Avenue dkcompthe Redevelopmen First acquiring shall be c Area, which t title to such land and building is transferred to the Ci Y•d tha rovement BoA "Bond" shall mean the Capital Is the principal delivered by the City to CRDC at the Clossnobligation to repay amount of 15 .J to evidence the City the Loan. the City of "Borrowin shall mean the drawing down by all or a portion of the Loan on any 91 Borrowing Date pursuant to the terms and conditions of this Loan Agreement and the Bon "Borrowin Date" shall mean the date as of which a Borrowing is consummated. ©n which commercial ,nusineas Da " shall mean a day banks are opc fn r business an Miami, Florida. "City" shall have the meaning assigned to that term in the introduction to this Loan Agreement "Closin shall mean the place and time provided in Section 5 of this Agreement. the _ "Commencement Date" shall mean date of execution and delivery y the City of this Loan Agreement. "Commitment" shall mean hetato thefterms CRDC and to advance all or a portion of the LoanPursuanwhich obligation conditions of this Loan e cement Date and end greement and the don the earlier to CRDC shall begin on the Co gives written notice (l) the day as of which the City - 1 - R 87- i 4E that the City does nowhichinteis twoto s(z)iyearsnaftedr�thencomplet�on _ ings, or (2) the day of the Acquisition. "Control" shall mean the possession, direct or indirect, of wthewer to �irect or cause P�rSon, whether thaoughdirection the owners management and policies of �o tract, or otherwise. . ship of voting securities, by � "CRDC" shall have the g assigned to that term in the introduction to this Loan Agreement "Gran Central Project" shall mean the property located adjacent to Northwest F�reetAvMiam between Floridartwhich isst rsownedeby et and Northwest Eighth S CRDC or a Parent or Subsidiary of CRDC on the date of execution and delivery of this Loan Agreement. "Loan" shall mean the amount advanced t of.. this city Loaby CRDC, from time to time, pursuant to the Agreement and the Bond, the aggregate principal amount of which shall -not exceed M. l or, where the context so requires, the amount thereof then outstanding. "Loan Agreement" shall mean this Loan Agreement, as such agreement may, from time to time, be amended. "Parent" shall mean a Person that directly or indi- rectly, through one or more intermediaries, Controls the Person specified. "Pavment Dateshall mean the day which is one year " after the day upon which the Commitment expires and the same day in each year thereafter. "Person" shall mean. any natural person, corporation, or company► joint unincorporated organization, trartnership or government, or any venture, association, company, P agency or political subdivision of any government. "Redevelopment Area" shall mean the Southeast utheaResolut over town/Park West Redevelopment Area assedeanddadopted by the City 82-755 and Resolution No. 85-1143, p Commission on July 29, 1982 and November 26, 1985, respectively, and by Resolution No. R-1677-82 and Resolution No. R-63-86, passed and adopted by the Board of a d January 21,1oners of 1986, respece County, Florida on December 7, 198 tively. - 2 - 8'7-44E . that the City does not ointend initiate natpditen Borrow- ings, or (2) the day whichis two(2)yearsfhcomlon of the Acquisition. "Control" shall mean the possession, direct or indirect, of thepowerto direct or cause the direction of the olicies of a Person, whether through the owner - management and ps, by contract, or otherwise. ship of voting securitie "CRDC" shall have the meaning assigned to that term in the introduction to this Loan Agreement. "Gran Central Project" shall mean the property located adjacent to Northwest First Avenue between Northwest First Street and Northwest Eighth Street, Miami, Florida, which is owned by CRDC or a Parent or Subsidiary of CRDC on the date of execution and delivery of this Loan Agreement. "Loan" shall mean the amount advanced to the City by from time to time, pursuant to the terms of.. this Loan CRDC, Agreement and the Bond, the aggregate principal amount of which j or, where the context so requires, shall -not exceed [ $. the amount thereof then outstanding. "Loan Aqreemm nttimeshatot time a bethis amendedn LoaAgreement, as such agreement may, f "Parent" shall mean a Person that directly or indi- rectly, through one or more intermediaries, Controls the Person specified. - "Pavment Date" shall mean the day which is one year after the day upon which the Commitment expires and th.e same day it each year thereafter. shall mean. any natural person, corporation, "Person"unincdrporated organization, or ga�qovernment,ar any company, joint zation, trust, D venture, association, companyr partnership agency or political subdivision of any government. "Redevelopment Area" shall mean the Southeast over - Resolution o. town/Park West Redevelopment Area as assedeanddadop opted by the City 82-755 and Resolution No. 85 1, P Commission on July 29, 1982 and November 26, 1985, respectively, and by Resolution No. R-1677-82 and Res lutioin ers of3Dade 86, passed and adopted by the Board .of County CommCounty, Florida on December 7, 1982 and January 21, 1986, respec- tively. - 2 - 8'7-44E . "Subsidiary" shall mean any Person that ishuntermthe Control of CRDC orn� :W as11weolneas Subsidiary lidiaries and other this Loan Agreement, Persons, in each case as from time to time may be included in the consolidated financial statements of CRDC. "Su2plemental Tax Increment District" shall mean the area generally bounded by athwest mi Avenue on the etrorai on eeast, andNorth- FirstStreet on the south,to the west Fifth Street on the north, which waeand doptedebylthe ment Area by Resolution No. R-63-86, passed Board of County Commissioners of Dade County, Florida on January 21, 1986. "Tax. Increment Fund" shall mean the Southeast Over- town/Park West Redevelopm by Trust Funthe BoardcofaCounty Commissioners y ordinance No. 82-115, passed and adopted of Dade County, Florida on December 21, 1982. "Termination Date" shall mean the earlier of: (1) the day which is twenty (20) years after the day as of which the Commitment expires, or (2) teinaeither case whichas of Commitment this dateisnota expires in the year 2012► or if Business Day. Business Day, the next succeeding "Wholly -Owned Subsidiary" shall mean any Subsidiary, 100% of the outstanding capitalstock of which is owned by CRDC and/or one or more Wholly -owned Subsidiaries. 2. The Bond. (a) To finance the Acquisition and to encourage development of certain property located within the Redevelopment Area, including the Gran Central Project, by relocating widening North�ge st First Avenue between Northwest First .Street and Northwest Eighth Street, eaconditions hin h and upon the�ebasisoOf ment Area, upon the terms and the representations, warranties and agreements set forth herein, the CRDC hereby agrees to make the to the tCitydtoo repay accept Bond as evidence of the obligationdvCRDC, and the City hereby portions of the Loan as are advanced by ond. The Bond shall _be agrees to sell .and deliver the .B dated _ 198 , shall not bear inursuantntoSection shallmature, p subject to prepayment prior to maturity hereof, upon the Termination Date. he Bond fs the Loan e as are City's obligation to repay such portions advanced to the City by CRDC. The form of the Bond shall be described in, and the Bond shall be issued pursuant to the p lions be Ordinance No. , duly adopted by the City Commis- 198 , ("the "Ordinance"), and shall be s ion on — . r. . - 3 - 0. 8'7-44t issued pursuant to any ordinance or resolution that may be passed or adopted by the Board of County Commissioners of Dade County, Florida relating to the transactions contemplated by this Loan Agreement (such resolution or ordinance hereinafter referred to collectively as the "County ordinance"). The Bond shall not be transferable by CRDC, except upon the prior written consent of the City. (b) During the time the Commitment is in effect, CRDC shall advance, from time to time, portions of the Loan to the City, subject to the conditions set forth in Section 2(c) of this Loan Agreement in such amounts as the City shall request, up to an amount which shall not exceed ($. ] in the aggre- gate. (c) To initiate a Borrowing, the City shall give written notice (or telephonic notice, promptly confirmed in writ- ing) to CRDC prior to 10:00 A.M., Miami time, at_least five (5) Business Days prior to the proposed Borrowing Date specifying the Borrowing. Date (which shall be a Business Day) and the amount of the proposed Borrowing. Such notice shall also contain a certif- ication by the City that monies from the Borrowing will be used to pay costs and expenses related to the Acquisition. Provided the City's Borrowing request is in compliance with the provisions of this Loan Agreement, including the notice requirements hereof, CRDC shall advance the requested portion of the Loan on the Bor- rowing Date by certified or bank cashier's check payable to the order of the City of Miami, Florida.• Any notice delivered or given by the City to CRDC as provided in this Section 2(c) shall be irrevocable and binding upon the City upon receipt by CRDC. (d) Pursuant to the terms of the Bond, CRDC shall be City monies sufficient to pay fifty obligated to provide to the -related to t1�c 1�cquisi- p@rcent (50%) of .111 costs and expenses tion, including without limitation, fees and expenses of: counsel to the City and expenses incurred in connection with the prepara- tion of any document and the performance of any obligation related to the Loan and to this Loan Agreement. If, upon the expiration of the Commitment, the amount of all Borrowings in the aggregate were in excess of fifty percent (5o%)f all costs tld expenses related to the Acquisition, the Cityshall p P y reimburse CRDC in the amount of such excess. (e) Payment of the Bendshall e secured by a lien Fund but such lien on the funds deposited into the Tax Increment shall only extend to the amount - on deposit in the Tax Increment.. Fund generated by the Supplemental ax Increment ax IncremenDistrict. riff the revenues generated by the supplemental and deposited into the dueax Increment onthe Bond onFund are any Payments than the amount of the payment(after - 4 - M 0. 87'-'44E C accounting for the amount that such revenues have been reduced by prior payments on the Bond), the amount due on the Bond on such Payment Date shall be added to the amount due on the Bond on the subsequent Payment Date. Payments accruing on the Bond shall accrue without interest and shall be paid on the first Payment Date after and to the extent that revenues are generated by the Supplemental Tax Increment District and deposited into the Tax Increment Fund. - - - (f) The lien on the d provided and subordi- nate Section 2(e) of this Loan Agreement shall be junior a in all respects to any lien on the Tax Increment Fund created by any other bonds issued by the City or Dade County, Florida and payable from funds existing in or to be deposited into the Tax Increment Fund. Notwithstanding the foregoing, after the City has issued bonds secured by the Tax Increment Fund, the Bond shall be payable in whole, at the option of CRDC, prior to the City's issuance of any additional bonds secured by the Tax Increment Fund; provided, however, that such option shall arise only if revenues generated by the Supplemental Tax Incre- ment District and deposited into the Tax Increment Fund prior to the issuance of such additional bonds are sufficient to pay the outstanding amount of the Bond and are otherwise available for such payment. If revenues generated by the Supplemental Tax Increment District and deposited into the Tax Increment Fund are available to pay the outstanding portion of the Bond, the City shall provide CRDC with written notice of its intention to issue such additional bonds and the date such bonds are expected to be issued, at least twenty (20) days prior to the issuance of such f its bonds and CRDC shall provide the City with written notice oyment intention to exercise its option to tender the Bond for pay in whole at least ten (10) days prior to the City's issuance of such additional bonds. ~ (g) subject to Section 2(e), Section 2(f) and Section 2(h) of -this Loan Agreement, the Bond shall be payable in _ equal annual installments beginning on the first Payment Date and ending on the Termination Date. (h) Notwithstanding anything within this Loan Agree- ment*to the contrary, on any Payment Date the City may prepay in part or, on any date, may prepay in whole the principal amount of the Bond then outstanding upon providing ten (10) Business Days' notice to CRDC in writing of its intention to make such prepay- ment. THE BOND SHALL BE PAYABLE SOLELY FROM IAN THEuAX INCRELIEN UPON AND A PLEDGE OF THE FUNDS DEPOSITED AN FUND, IN THE MANNER AND TO � CRDCTSNHALL PROVIDED HAVEITHE RIGHTOTO - AGREEMENT AND IN THE ORDINANCE 5 •. 87 -44h . COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR • TAXATION IN ANY FORM ON ANY REAL OR PERSON,A PROPERTY TO PAY THE BOND, NOR SHALL IT BE ENTITLED TO PAYMENT OF THE BOND FROM ANY FUNDS OF THE CITY OTHER THAN THE TAX INCR-EMENT FUN"Dr IN THE MANNER AND TO THE EXTENT PROVIDED IN THIS LOAN AGREEM- NT AND IN THE ORDINANCE. NEITHER THE CITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY ANY AMOUNT DOE PURSUANT TO THE TERMS OF THIS LOAN AGREEMENT OR THE BOND %'ROM AD VALOREM TAXES AND NEITHER THE FULL -FAITH AND CREDIT OF THE CITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED FOR PAYMENT OF ANY AMOUNT DUE PURSUANT TO THE TERMS OF THIS LOAN AGREEMENT OR THE BOND AND THE SAME DO NOT CONSTITUTE. AN INDEBTEDNESS OF THE CITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION. 3. Representations, Warranties and Agreements of CRDC. CRDC hereby represents, warrants and agrees as follows. (a) CRDC, its Parent and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the respective laws of the jurisdiction of its organization and each has the full right, power and authority to transact business in all places now being conducted by it, in the manner being conducted by it. CRDC has the full right, power and authority to enter into, execute and deliver this Loan Agreement and this Loan Agreement, when duly executed and delivered for value, will constitute the legal, valid' and binding obligation of CRDC, enforceable in accordance with its terms, except as such terms may be limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies; (b) Thecre�atior� and performance by 'CRDC of the a Loan Agreement obligations under this Loan any additional docu- ments pursuant hereto have been duly authorized by all necessary _ k = corporate action of CRDC, its Parent and its Subsidiaries, and do not and will not violate any provision of ].aw or regulation, or any writ, order or decree of any court, governmental or regula- tory authority or agency or any provision of the corporate charter or bylaws of CRDC, its Parent or any of its Subsidiaries, and do not and will not, with the passage of time or the giving , of notice, result in a breachinstrument constitute agreementtolt or which require any consent under any or CRDC, its Parent or any of its Subsidiaries is a party or by which CRDC, its Parent or any of its Subsidiaries or any of their respective properties may be bound or affected; (c) There is no fact which CRDC has not disclosed to the City in writing which materially and adversely affects nor, - 6 i o • R 0. 8'7-446 is reasonably likely to prove to so far as CRDC can now foresee fec/t the ability of CRDC to perform materially "and adversely Agreement or the ability of'CRDC, the obligations of this Lawn Ag the Gran Central its Parent or any of its Subsidiaries is develop n f ilcoant tax increment Project in. l cbe amanner generated s by the Gran Central Project and revenues will deposited into the Tax increment Fund; There are no suits or -proceedings pending or, (d) to by authority, commission, the actual knowledge of CRDC, of threatened before any court or or before any governmental body against or affecting bureau or agency or public regulatory y 9 CRDC, its Parent or any of its Subsidiaries which, if adversely Agreement or the determined, would have a matey ons of this Loaerse ncAg n the ability of CRDC 'to perform the obligati of its ability of CRDC, its Parent or ana manner sobthatasignificantetax the Gran Central Project in suchby the Gran Central Project increment revenues will be generated Fund; u and deposited into the Tax Increment (e) Neither CRDC, its Parentnor of its subject Subslto iaries is a party to any agreement n instrument charter or any court order or judgment, governmental decree. the ability other restriction materially and adversely affecting perform the obligations of this Loan Agreement or the of CRDC to p of its Subsidiaries to develop ability of CRDC, its Parent or any significant that tax the Gran Central Project in such a mannerdbythe Gran Central Project increment revenues will be generated by Neither CRDC, its incL material and deposited into the Tax Increment Fund. Parent nor any of its Subsidiaries is in default in any of respect in the performance, observanceconditionsulfillment contained ofany any P arty or by the obligations, covenants o material agreement or instrument to wat�ieh it is a p _ which it or its properties is boundor afLcctaed, ©r under any law, regulation, decree, order or the lire; - �, consents, provals and (f) All authorizations licenses required under applicable law or regulation apap for CRDC to perform the obligations of this Loan Agreement have been dies Neither CRDC, issued and-areofin uubsidiaries i seinedefault under any order, Parent nor any — agreement or other decision decree, ruling, regulation, closing ag instrument of any governmental commission, bureau ourisdicr or regulatory body having j administrative agency or public reg cf its Subsidiaries, which tion over CRDC, its Parent or any Agreement or the default would have a material adverse effect EL,oanontheability Of ions of CRDC to perform the obligatio of its Subsidiaries to develop ability of CRDC, its Parent or any nificant tax the Gran Central Project in enerat d bymanner the Gran Central Project increment revenues will be g • w w :.R••.. -err . ww��.�•^�..�.�� .. ...� .��.r • 0. 87--44F, and deposited into the Tax Increment Fund. o approval, an, consent or authorization of or filing or registration mental commission, bureau t other regulatory authoritdelivery ororperfory is required with respect to the theexecution, mance of this Doan Agreement or the documents and transactions rnntemnlated hereby. (g) CRDC, good and marketable fee Gran Central Project. 4. Cit ollows: (a) The City is and will be at the date of Closing duly organized and validly existing as a municipal corpor- ation with the powers and authority set forth in Chapter 166, Florida Statutes, as amended, its Charter and any other "Acapplicable laws (collectively, t (b) The City has full legal right, power and autho- rity to: (i) enter into this Loan Agreement, (i-) adopt the -- (iii) issue and nd deliver the Bond to CRDCas carry out and consummate the provided herein, and (iv)the transactions contemplated by this Loan Agreement and will , Ordinance and the City ha complied, with the he terms at the Closing of the Act l be in compliance in art in connection with the and with the obligations on its p issuance of the Bond contained in the Ordinance, the Bond and this Loan Agreement; (C. By all necessary official action the City has duly adopted the ordinance, has duly authorized and approved the executi.an and delivery of, and the performance by City of the obligations on its part in connection with the issuance of the Bond contained the coniaun�matlaon by at dof cnce all and this Loan Agreement p this -Loan Agreement in other transactions contern laced by connection with the issuance and by dingnoblig aordinance tionnsofthe constitutes the legal, valid City, enforceable in accos applicable bankruptcy, in lvency,ta and milarir slawsbaffectject � in creditors, rights generally and subject, as to enforce ability, to general eneral principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Bond, when issued, authenticateddinance and delivered to CRDC in accordance with valid and binding obli- his Loan gation will constitute a legal, of the City, enforceable in accordance with its Warranties or a Parent or Subsidiary of CRDC, has title to all real property comprising the and Agreements of the warms and agrees as ll Representations The City hereby e represents, - 8 - +FSis...w.�a4.4 wi'r's!i': • wrw.r . � o ..r ��. � •.v a..--... w. .— ... 87-44h terms, subject to applicable bankruptcy, insolvency and similar laws affecting credikorseneraltprgncirl,esyofand equity ject, as to enforceability, to 9 p (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) Except as provided herein, the City is not in material breach of or material default under any applicable constitutional provision, law, or administrative regulation of the State of Florida or the United States or any appli- cable judgment or decree, or any loan agreement, indenture, bond, note, or material resolution, agreement, or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise sub- ject, and no event has occurred and �notice, scontinuingbwhichwoith the passage of time or the giving o uld constitute a default or event of default under any such instrument; and the execution and delivery of the Bond, this Loan Agreement, and the adoption of the ordinanc e, contand ained com- pliance with the provisions on the City's pa therein, will not conflict with or COYstitutealaw,acadminir default under any constitutional pOvision, strative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other in- strument to which the City is a party or to which the City or any of its property or assets is otherwise subject, nor ce will any such execution, delivery, adoption, , r chaDgeanor result in the creation or imposition of any the Cit, encumbrance upon any of the property orastor°instrument, under the terms of any such law, regulation except as provided by the Bond and the Ordinance. (e) Except as provided herein, all authorizations, approvals, lice -rises, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter have been duly obtained which are required for the due recedentauthorization orbyor the which would constitute a condition p absence of which would t materially its yobligatians sine connection performance by the City and with the issuance of the Bond under thconsents- and• the Ordinance, except for such approvals, orders as may be required uner the withBlue Sky the offe�ingeandlsale ties laws of any state in cnnect of the Bond; (f) The descriptions of the. Bond and the Ordinance herein conform in all material respects to the Bond and the Ordinance; - 9 - e '. 8 7-44E e '. 8 7-44E (g) Except as provided herein, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law -or in equity, before or by any court, government agency, public board or body, pending or, to the the officials best knowledge of of the City executing this Loan Agreement, threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bond or .the theion. of any taxes or Bond, or contesting fees pledged or to be pledged to pay paY or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bond, the Ordinance, this Loan Agreement, or contesting the powers of the City or any authority for the issuance of the Bond, the adoption of the Ordinance, or the execution and delivery by the City of this Doan Agreement; (h) The consolidated financial statements of the City for the fiscal year ended September 30, 1986, including any related notes, certified by _Coop uy Lybrand, i depen_ dent certified public accountants', prsua t audit of. the financial records of the City for the fiscal year ended September 30, 1986, heretofore furnished to CRDC, were prepared in accordance with generally accepted accounting principles consistently applied, are complete and correct ted financial condition of and fairly present the consolida, the City as of such date and the results of operations for the fiscal period ended on such date. Other than as disclosed by those financial statements, the City does not have any direct or contingent obligations or liabilitie which would be material to the consolidated financial Posi- tion . of the City, nor a nCity.l1zsdor nee theldatetof ed losses from any commitments of the such financial statcmenta•except there has beenrnodmate�ial by the City to CRDC inwriting, adverse change in the business or financial condition of the City, taken -as a whole; - (i) The financial statements referred to in Section 4(h) hereof do not, nor does this n toor CRDC Agreement connect' r written statement furnished by the City contain • tion with the negotiation of fact orromit na�material i any untrue statement of fact necessary to make the statements contained therein or herein, in light of the circumstances under which they were made, not misleading. CThine w it ngs no f factwhich materially has and not disclosed to CRDC adversely affects nor, so far as the City can now foresee, is reasonably likely to prove to materially and adversely or affect the business o� f�onanal condition obligati obligations of this the ability of the City perform Loan Agreement; - 10 - 8 7--44FJ r� 5. Closing. At 10:00 A.M., Miami time, on 198 , or at such earlier or later time as may be mutually agreed upon by the City and CRDC, the City will, subject to the provi- sions hereof, deliver the Bond to CRDC in definitive form, duly executed and authenticated, .together with the other documents hereinafter mentioned, and, subject to the provisions hereof, CRDC will deliver the documents hereinafter mentioned, accept delivery of the Bond and, if requested by the City pursuant to the notice requirements of Section 2(c) hereof, advance a portion of the Loan to the City in the amount requested. Delivery and payment of , or sadvanced,cplaceany, asshall beemade at the mutually agreedoffices upon of the City, by the City and CRDC. 6. Closing Conditions of CRDC. CRDC has entered into this Loan Agreement in reliance upon the representations and war- ranties of the City contained herein., and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered by the City at the Closing. Accordingly, CRDC's obligation to accept the Bond and make the Loan as provided therein and herein shall be subject to the following conditions: (a) The representations and completeaand es of correct onCthe contained herein shall be true, date hereof and on and as of the date of the Closing; (b) At the time of the Closing, the Ordinance shall be in full force and effect in accordance with its respec- tive terms and shall not have been further amended, modified or supplemented; - (c) At the time of the Closing, all necessary official action of the City relating to this Loan Agreement and the Bond shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented material eand , as r except in 'each case as may haVebeen accepted byCRDC • (d) At or prior ttclosing, documentsshall have received copies of each of the following (1) The Ordinance, certified by the b City Clerk ado under seal as having been duly p Y CitY Commission and as being amendments as maynhave'ect, with such supple- ments accepted d byCR ments or am OC; (2) If appropriate, the County Ordinance, certified by the clerk of Dade County, Florida under -11- - 8'7-446 seal as having been duly adopted by the Board of County Commissioners and as being in effect, with such supplements or amendments as may have been accepted by CRDC; (3) The opinion, dated the date of the Closing and addressed to the City, of Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida, Bond Counsel to__the City, "in substantially the form attached hereto as Appendix A; (4) The opinion, dated the date of the Closing and addressed to CRDC, of Lucia Dougherty, Esq., City Attorney, to the effect that (i) this Loan Agreement and the Bond have been duly authorized, executed, and delivered by the City and each constitutes a valid, binding and enforceable obligation of the City, enforceable in accordance with their terms, except to the extent that the enforceability of the rights and remedies set forth herein. or therein may be limited by bankruptcy, insolvency or other laws affecting credi- tors' rights generally and subject, as to enforce- ability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (ii) the City has the right, power and authority under the Act to adopt the Ordinance and the Ordinance has been duly and lawfully adopted by the City, is in full force and effect and constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to gensr3l princ Ales of equity N (regardless of whether enforcement is sought in a proceeding in equity or at law) ,'and no other authori- zation is required; (iii) to -thc best of her know- ledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency► public board or body, pend- ing or threatened against or .affecting the City, nor, is there any basis for any such action, suit, proceed- ing, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by _ _ 1..?c;.eement or the validity of the Bond or the Ordinance, except as.described herein; and (iv) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities required for the City's adoption, execution or performance of the obligations under the terms of the Bond, the - 12 - IP W 1. 87-448 0 Ordinance and this Loan Agreement have been obtained or effected and, to the best of her knowledge, she has no reason to believe that the City will be unable to obtain or effect any additional authorization, con- sent, approval or review that may be required in the future for the performance of any of them by the City; (5) A certificate, dated the date -of Closing, signed by the Mayor and- Director of Finance, and approved and signed by the City Attorney as to (iii) below, or other appropriate officials satisfactory to CRDC, to the effect that, to the best of their know- ledge: (i) the representations of the City herein are true and correct in all material respects as of the date of Closing; (ii) the City has performed all obli- gations to be performed hereunder as of the date of Closing; (iii) except as disclosed herein, no litiga- tion is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Bond, (B) in any way contesting or affecting any authority for the issuance of the Bond or the validity of the Bond, the Ordinance, or this Loan Agreement, (C) in any way contesting the corporate existence or powers of the City, (D) to restrain or enjoin the collection of revenues (other than as provided herein) pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bond, or asserting that this Loan Agreement contains ariy untrue statement of a material fact or omits to state any material fact necessary to .;sake the statements made herein, in light of the circumstances under which they were made, not misleading (but in li_u of such certificate, CRDC may in its sole discretion accept an opinion of Bond Counsel, that in the opinion of Fond Counsel the issues raised in any such pendicig or threatened liti- gation are without substance or Lhat the contentions of any plaintiffs therein are without merit); (iv) since September 30, 1986, no material and adverse change has occurred in the financial position or results of operations of the City, except as set forth in or contemplated by this Loan Agreement; and.(v) this Loan Agreement did _not as of its date, and does not as of the date of Closing contain any untrue statement of a material fact or omit to state a maczrial fact necess_,:.7 tz make the statements con- tained herein, in light of the circumstances under which they were made, not misldadng; If the City shall be unable to satisfy the conditions to the obligation of CRDC to accept delivery of the Bond, or if the 13 11 8i-44h1 • . 910 ter obligation of CRDC to accept delivery of he Bond p shall be this minated for any reason permitted bynor this Loan Agreement shall, terminate neitherhreunCRDC except he Cthe ity shall be under any further obligationand CRDC set forth in Sections respective obligations of the City 9 and 11 hereof shall continue in full force and effect. 7. Closing Conditions -of the City. The City'has entered into this Loan Agreement in lhereiuPon and hinrrelianceations upon the and warranties of CRDC contained n representations and warranties to be contained in the do and instrumentsaCiy'to bbli delivered rto deliver at the the the Bond atsclosing shall Accord- ingly, the City 9 be subject to the following conditions: (a) The representations and warranties of CRDC con- tained herein shall be d true, the datecomplete of the Closing; on the date hereof and on an as .(b) At the time of the Closing, 'all necessary rate action taken by CRDC or any other official and corpo Person in relation thereto, including, without limitation, CRDC relating any Parent or Subsidiary of ating to this Loan r�e and t in Agreement and the Bond shall be in full and shall 1 enot chave accordance with their respectivetmaterial been amended, modified or supplemeed in have been naccepted by respect, except in each case as may the City; and At or prior to the Closing, the City shall have (c) documents: received copies of each of the following (1) The Articles of Incorporation and Bylaws " of CRDC, certified under sea]. by authorized officers of CRDC to the elf adopted btl�aGRDCharer a n ies f fullnd forcl eand have been duly Y effect and, as of the date of the Glowing, have not been further modified, supplemented or amended; (2) A Certificate of the Secretary of State in Florida with respect to -.he good standing of CROCthe State of Florida. - (3) The Resolutions of the Board of Directors of any Parent of CRDC and each Subsidiary authorized affected hereby, certified under seal by officers thereof, relating reeme the nand tia t onot and execution of this Loan CRDC certified under seal er corporate actions taken by which authorize, by authorized officers thereof, - 14 - 0. 8 7-44f, empower or direct any officer of CRDC any Parent of CRDCor contemplated by the ny Subsidiary . of CRDC to enter into the transactions Bond and by this Loan Agreement; (4) A Certificate_ of incumbency and specimen signatures, certified under seal by authorized officers of CRDC, with respect to the officers of CRDC who have been authorized,- -empowered and directed to execute this Loan Agreement and any documents to be delivered at the Closing; (5) The opinion, dated the date of the Closing and addressed to the City, of Esq., counsel for CRDC, to the effect that (i; this Loan Agreement has been duly authorized, executed, and and delivered by CRDC and constitutes a valid, 9 enforceable obligation of CRDC in accordance with its terms, except to the extent that the•enforceability of the rights and remedies. set forth herein may be • limited by bankruptcy, insolvency or other laws affecting creditors, rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement its CRDC sought in a the proceeding in equity or at law); (••) right, power and authority, under the laws of the State of Florida and under the laws of the United States, to enter into this Loan Agreement and the obligations of the Bond, as they relate to CRDC, its Subsidiaries, constitute legal Parent or any of its valid and binding obligations of CRDC:, enforceable o oap licable accordance with their terms, subject to aaP • similar laws affecting bankruptcy, insolvency and creditors' rigllts amorally and subject, as to enforceability, to general. principles Of equity (regardless of whether enforcement is sought in a _ proceeding in equity or at law), and no other author- ization is required by CRDC to enter into this Loan Agreement or to adopt the obligations of the Bond; (iii) to the best of his knowledge, there is no ation at action, suit, proceeding, inquiry or it,nvesovernment law or in equity before -or by any courrt, g agency, public board or -body, pending or threatened -against or affecting CRDC, its Parent or any of its Subsidiaries, nor, is there any basis for any such action, suit, proceeding, inquiry or investigation, indin wherein an unfavorable decisioneffect upon otheftransg would have a materially adverse actions contemplated by this Loan Agreement or the • validity of the obligations created by the terms of - is - 8'7-44 H the Bond, except as described herein; and (iv) all f authorizations, consents, approvals and reviews of governmental bodies or regulatory aut Tfori i ceormaneou ired for CRDC's adoption, execution or p- the obligations under the terms of the Bond and this Loan Agreement have been obtained or effected and, to the best of his knowledge, he has no reason to believe that CRDC will be .unable to obtain or effect ffctorn such additional authorization,. -consent, approval review that may be required in the future for performance of any of them by CRDC; (6) A certificate, dated the date of Closing, signed by the Chairman o othe CRDCar and pp oved Directors of and CRDC and the Presidentbelow, or other signed by CRDC's counsel as to (iii) appropriate officers of CRDC satisfactory to the City, to the effect that, to the best of their knowledge: (i) the representations of•CRDC herein are true and correct in all material respects as of the date of • Closing; .(ii) CRDC, its Parent and its Subsidiaries have performed all obligations to be performed here- under as of the date of Closing; (iii) except as dis— closed herein, no litigation is pending or threatened (A) to restrain or enjoin CRDC's acceptance of the Bond, (B) in any way contesting or affecting any authority for the acceptance of the Bond or the per- formance of the obligations' thereunder, or under this Loan Agreement, (C) in any way contesting corpo- rate existence or powers of CRDC, its Parent or any of its Subsidiaries, (D) to restrain or en3c i the cl- herein) lection of any monies (other than as provided pledged or to be pledged to make the Loans to the City, or (D) asserting that this Loan Agreement con- tains any untrue statement of a material fact or omits to state any material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not misleading its sole in lieu of such certificate, the City Y discretion accept an opinion of counsel for CRDC, that in the opinion of such counsel the issues raised in any such pending or threatened litigation are without substance or that the contentions of any plaintiffs Agee - therein are without merit); and (iv) this Loan Agrthe went did not as of its date, and does not as of date of Closing contain any untrue statement of a material fact or omit to state•a material fact neces- sary to make the statements contained herein, in light of the circumstances under which they were made, not misleading; - 16 - 87'-44 V 9 • If CRDC shall be unable to satisfy the conditions to the obligation of the City to deliver the Bond, or if the obligation -; of the City to deliver the Bond shall be terminated for any reason permitted by this Loan Agreement, this Loan Agreement shall terminate and neither CRDC nor the City shall be under any further obligation hereunder, except that the respective obli- gations of the City and CRDC set forth in Sections 9 and 11 hereof shall continue in full force,and effect. S. Termination. CRDC shall have .the right to terminate its obligation under this Loan Agreement to accept delivery of • the Bond by notifying the City of its election to do so, and the City shall have the right to terminate its obligation under this Loan Agreement to deliver the Bond by notifying CRDC of its elec- tion to do so, if, after the execution hereof and prior to the Closing (i) legislation shall be enacted or any action shall be taken by the U.S. Securities and Exchange Commission which has the effect of requiring the contemplated distribution of the Bond to be registered under the Securities Act of 1933 or the Ordinance, or, if applicable, the County Ordinance, 'to be qualified as an indenture under the Trust Indenture Act of 1939 or (ii) the United States shall declare war, engage in major hostilities, or any other national emergency or calamity relating to the effective operation of tl-n government of or the financial community in the United States shall occur. 9. Exvenses. Fifty percent' (50%) of all expenses incurred in connection with the preparation of this Loan Agreement, including fees and expenses of counsel t eCity, and all expenses incurred in connection with the preparation the documents related hereto and the performance of the obligations hereunder: shall be borne by CRDC. - 10. Notices. Any notice or other 'coinmunication to be given to the City under this Loan Agreement may be given by _ delivering t}7e same in writing to the Ca.ty of 19.amx , Florida, 3500 Pan American Drive, 1,4iami, Florida 33133, Attention: Director of Finance and any notice or other communication to be given to CRDC under this Loan Agreement may be given by deli- vering the same in writing to Commercial Realty and Development Company, ' Attention: 11. Parties In Interest. This Loan Agreement is made solely for the benefit of the City and CRDC and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements contained in this Loan Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on - 17 - • 8'7_44h behalf of either party and (ii) delivery of any payment under the terms of the Bond. 12. No Waiver, Remedies Cumulative. No failure on the part of either CRDC or the City to exercise and no delay in exer- cising any right hereunder, or under the Bond shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other o,r_£urther exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law. J 13. Counterparts. This Loan Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which when taken together shall constitute one and the same instrument. 14. Severability. In the event that any one or more of the provisions contained in this Loan Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any construed otherprovision pif vsuchn heref, but invalid, l Loan d, illegalorunenforceable shall be co provision had never been contained herein. 15. Effectiveness. This Loan Agreement shall become effective upon the execution by the appropriate City officials and authorized officers of CRDC of the acceptance hereof by the City and CRDC, respectively, and shall be valid and enforceable at the time of such acceptance. To the extent of any conflict between the previsions of this Doan Agreement and any prior con- tract between the parties hereto, the provisions of this Loan Agreement shall govern. 16. Headings. The headings •o the onlysections of this be Loan Agreement are inserted for convene deemed to be a part hereof. -Attest: By: Secretary CSEAL I COMMERCIAL REALTY AND DEVELOPMENT COMPANY By: - 18 - •. V / -44H 8'7-44fi i EXHIBIT -D- GRAN CENTRAL CORPORATION PROPOSED GRAN CENTRAL DEVELOPMENT SITE r. t K ram` 411+vme��4=.A 51 ..3E3 13F METRORAIL .m•m•m•m � cn I^ N. W. � t N M � f = P-cd Z======� L --38 --- - 3A 2 U) U) AVE. -- VE z Z Z Z Z EXHIBIT D PARCELS REQUIRED FOR CRCD (Gran Central Corporation) REALIGNMENT OF N.W. I AVE. Proposed Gran Central Development 3H m 3 z 0 wi EXHIBIT -E- PROPERTY OWNED BY GRAN CENTRAL CORPORATION BETWEEN N.W. 1ST AND N.W. 5TH STREET NOT ZONED CBD-1/9