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HomeMy WebLinkAboutOMNI CRA 2023-04-27 Agenda PacketCity of Miami 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Omni C R A Meeting Agenda Thursday, April 27, 2023 9:30 AM (OR THEREAFTER) City Hall 3500 Pan American Drive Miami, FL 33133 OMNI Community Redevelopment Agency Alex Diaz de la Portilla, Chair, District One Joe Carollo, Vice Chair, District Three Sabina Covo, Board Member, District Two Manolo Reyes, Board Member, District Four Christine King, Board Member, District Five OMNI CRA OFFICE ADDRESS: 1401 N. Miami Avenue, 2"d Floor Miami, FL 33136 Phone: (305) 679-6868 www.miamicra.com OMNI Community Redevelopment Agency Meeting Agenda April 27, 2023 CALL TO ORDER APPROVING THE MINUTES OF THE FOLLOWING MEETING(S) 1. Minutes of Meetings - April 9, 2020 to October 13, 2022 OMNI CRA RESOLUTION(S) 1. OMNI CRA RESOLUTION 13907 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE ISSUANCE OF A GRANT FROM 2022-2023 OMNI TAX INCREMENT BUDGET LINE ITEM 16 IN AN AMOUNT NOT TO EXCEED $310,000.00 TO THE MIAMI DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF MIAMI, FLORIDA TO EXPAND THE DOWNTOWN ENHANCEMENT TEAM INTO THE CRA'S REDEVELOPMENT AREA FOR AN ADDITIONAL PERIOD OF ONE (1) YEAR ("PROGRAM"); AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE PROGRAM, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL. 2. OMNI CRA RESOLUTION 13909 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, PURSUANT TO SECTION 18- 111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), BETWEEN THE CRA AND ORANGE BARREL MEDIA, LLC, A DELAWARE LIMITED LIABILITY COMPANY, FOR THE PLACEMENT OF SIGNAGE ON THE MIAMI ENTERTAINMENT CENTER PROPERTY LOCATED AT 50 NW 14TH STREET, MIAMI, FLORIDA WITHIN THE OMNI REDEVELOPMENT DISTRICT, IN CONSIDERATION OF THE PAYMENT OF LICENSE FEES AS PROVIDED IN THE AGREEMENT; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, INCLUDING ANY AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, THAT MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS RESOLUTION, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. aVINI Community Redevelopment Agency Page 2 Printed on 4/25/2023 OMNI Community Redevelopment Agency Meeting Agenda April 27, 2023 3. OMNI CRA RESOLUTION 13912 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") RESCINDING CRA RESOLUTION CRA-R-22-0019, ADOPTED ON JUNE 9, 2022, RELATED TO THE APPROVAL OF A TAX INCREMENT FINANCE ("TIF") REBATE TO K-P 1900 BISCAYNE JV, LLC, FORA MIXED - USE AND MIXED -INCOME PROJECT KNOWN AS "EDGEWATER COLLECTIVE" FOR THE DEVELOPMENT OF PROPERTY GENERALLY LOCATED AT 1900 BISCAYNE BOULEVARD, MIAMI, FLORIDA, AND AUTHORIZING THE CRA TO REBATE TO 1900 BISCAYNE PROPERTY OWNER LLCA DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), THE TAX INCREMENT FINANCE ('TIF") REVENUES GENERATED ONLY FROM THE DEVELOPMENT BY THE DEVELOPER OF THE PROJECT IN AN AMOUNT NOT TO EXCEED 95% OF THE TIF COLLECTED FROM THE PROJECT ANNUALLY, PAYMENT BEING UPON SUBSTANTIAL COMPLETION OF THE PROJECT RECEIVING A CERTIFICATE OF OCCUPANCY OR TEMPORARY CERTIFICATE OF OCCUPANCY, SUBJECT TO THE RENTS FOR NOT LESS THAN 10% OF THE PROJECT'S DWELLING UNITS BEING RESTRICTED UNTIL 2030, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047, AT RENTS SERVING HOUSEHOLDS EARNING NOT LESS THAN 60% OF AREA MEDIAN INCOME (AMI) AND NOT MORE THAN 100% OF AMI; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN ACCORDANCE WITH THIS RESOLUTION. 4. OMNI CRA RESOLUTION 13913 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") RESCINDING CRA RESOLUTION CRA-R-22-0020, ADOPTED ON JUNE 9, 2022, RELATED TO THE APPROVAL OF A TAX INCREMENT FINANCE ("TIF") REBATE TO K-P 2000 BISCAYNE JV, LLC, FOR A MIXED - USE AND MIXED -INCOME PROJECT KNOWN AS "EDGEWATER COLLECTIVE" FOR THE DEVELOPMENT OF PROPERTY GENERALLY LOCATED AT 2000 BISCAYNE BOULEVARD, MIAMI, FLORIDA,AUTHORIZING THE CRA TO REBATE TO K-P 2000 BISCAYNE JV LLC, A DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), THE TAX INCREMENT FINANCE ("TIF") REVENUES GENERATED ONLY FROM THE DEVELOPMENT BY THE DEVELOPER OF THE PROJECT IN AN AMOUNT NOT TO EXCEED 95% OF THE TIF COLLECTED FROM THE PROJECT ANNUALLY, PAYMENT BEING UPON SUBSTANTIAL COMPLETION OF THE PROJECT RECEIVING A CERTIFICATE OF OCCUPANCY OR TEMPORARY CERTIFICATE OF OCCUPANCY, SUBJECT TO THE RENTS FOR NOT LESS THAN 10% OF THE PROJECT'S DWELLING UNITS BEING RESTRICTED UNTIL 2030, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047, AT RENTS SERVING HOUSEHOLDS EARNING NOT LESS THAN 60% OF AREA MEDIAN INCOME (AMI) AND NOT MORE THAN 100% OF AMI; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN ACCORDANCE WITH THIS RESOLUTION. OMNI Community Redevelopment Agency Page 3 Printed on 4/25/2023 OMNI Community Redevelopment Agency Meeting Agenda April 27, 2023 5. OMNI CRA RESOLUTION 13914 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") APPROVING CONVEYANCE OF LAND WORTH $6,000,000 ("LAND") AND GRANTING OF A $9,900,000 PROJECT GRANT ("CRA GRANT FUNDS") ALL IN CONNECTION WITH THE WYNWOOD WORKS APARTMENT COMPLEX AND THE RELATED AGREEMENT FOR DEVELOPMENT OF PROPERTY DATED AS OF NOVEMBER 5, 2020 ("DEVELOPMENT AGREEMENT") PURSUANT TO THE PROPOSAL RECEIVED ON SEPTEMBER 11, 2019 FROM MAGELLAN HOUSING, LLC ("MASTER DEVELOPER") PURSUANT TO REQUEST FOR PROPOSALS NO. 992381 FOR THE DEVELOPMENT OF PLAT BOOK "B" PAGE 107 WITH ADDRESSES OF 2035, 2037, AND 2043 NORTH MIAMI AVENUE, MIAMI, FLORIDA; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE THE CLOSING AND FUNDING DOCUMENTS AND ANY AND ALL OTHER DOCUMENTS NECESSARY, INCLUDING, BUT NOT LIMITED TO, ANY AGREEMENTS, DEEDS, AFFIDAVITS, COVENANTS, GRANT AGREEMENTS, REQUISITION APPROVALS, AMENDMENTS, RENEWALS, AND EXTENSIONS, IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, AND IN COMPLIANCE WITH ALL APPLICABLE REGULATIONS, AS MAY BE NECESSARY FOR SAID PURPOSE. ADJOURNMENT OMNI Community Redevelopment Agency Page 4 Printed on 4/25/2023 OMNI Board of Commissioners Meeting April 27, 2023 1.1 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Alex Diaz de la Portilla Date: April 25, 2023 and Members of the CRA Board From:H. Bert Gonzalez Executive Director File: 13907 Subject: 2023 Purple Shirt Program Enclosures: 13907 DET_Proposed Budget 13907 DET_Grant Agreement It is recommended that the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA") approve and adopt the attached Resolution, authorizing the continuation of the Omni CRA's Purple Shirts program and providing for additional funding to the DDA for program expansion in the Omni Redevelopment Area for fiscal year 2022-2023. BACKGROUND: The CRA Board of Commissioners on June 30th, 2008, adopted and authorized the issuance of a grant to the Downtown Development Authority (DDA) for expansion of the Downtown Enhancement Team Program into the Media & Entertainment District in the Omni Redevelopment areas. The CRA Board of Commissioners also passed and adopted on December 1, 2016, CRA-R- 16- 0057 as well as on January 17th, 2018, CRA-R-18-0007; and on September 12, 2018, CRA-R- 18-0036; and on October 30th, 2019, CRA-R-19-0042 authorizing the issuance of a grant to the Downtown Development Authority (DDA) for expansion of the Downtown Enhancement Team Program into the Omni CRA area now fully established as the Purple Shirts Program. The program has been remarkably successful since inception. The program has been providing skills training and employment for a number of residents in the area and has significantly helped in cleaning up the area. As a result of the program's success, it is recommended that the program be continued for fiscal year 2022-2023 with additional funding in the amount of $310,000.00. JUSTIFICATION: Section 4.4, B., D-5, at page 41 of the Plan, Section 4.4, C., D-1, at page 41 of the Plan, and Section 4.4, D., A-2, at page 42 of the Plan, respectively lists providing employment opportunities and upward job mobility for residents, maximizing conditions for residents to live in the area, and the elimination of conditions which contribute to blight as stated redevelopment objectives. This program substantially fulfills these requirements. Packet Pg. 5 1.1 FUNDING: $310,000.00 allocated from OMNI 2022-2023 Tax Increment Fund Budget line item 27. City of Miami Page 2 of 4 File ID: 13907 (Revision:) Printed On: 4/25/2023 Packet Pg. 6 1.1 Trak Omni_ C R A City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 13907 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE ISSUANCE OF A GRANT FROM 2022-2023 OMNI TAX INCREMENT BUDGET LINE ITEM 16 IN AN AMOUNT NOT TO EXCEED $310,000.00 TO THE MIAMI DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF MIAMI, FLORIDA TO EXPAND THE DOWNTOWN ENHANCEMENT TEAM INTO THE CRA'S REDEVELOPMENT AREA FOR AN ADDITIONAL PERIOD OF ONE (1) YEAR ("PROGRAM"); AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE PROGRAM, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the CRA's 2010 Redevelopment Plan ("Plan"); and WHEREAS, Section 4.4, B., D-5, at page 41 of the Plan; Section 4.4, C., D-1, at page 41 of the Plan; and Section 4.4, D., A-2, at page 42 of the Plan respectively list providing employment opportunities and upward job mobility for residents, maximizing conditions for residents to live in the area, and the elimination of conditions which contribute to blight as stated redevelopment objectives; and WHEREAS, the Miami Downtown Development Authority of the City of Miami, Florida ("DDA") sponsors the Downtown Enhancement Team ("Yellow Shirts") within the boundaries of the Downtown District, which transitions formerly homeless individuals into the workforce while keeping the Downtown District beautiful; and WHEREAS, the Board of Commissioners of the CRA ("Board") previously adopted Resolution Nos. CRA-R-16-0057, CRA-R-18-0007, CRA-R-18-0036, and CRA-R-19-0042 funding the expansion of the Yellow Shirts into the CRA's Redevelopment Area ("Purple Shirts"); and WHEREAS, the Purple Shirts program has proved to be substantially successful in achieving the objectives of the Plan by providing training, jobs, and elimination of the slum and blighted conditions in the Redevelopment Area; and WHEREAS, the Board would like to further extend the Purple Shirts program for an additional one (1) year period; and WHEREAS, the Board wishes to allocate grant funds in an amount not to exceed $310,000.00 to the DDA for the Purple Shirts for an additional period of one (1) year and allocate funds from CRA 2022-2023 Tax Increment Fund Budget Line item 16; and WHEREAS, the Executive Director is requesting authority from the Board to negotiate and execute any and all documents necessary to effectuate the Purple Shirts, all in forms acceptable to the General Counsel; City of Miami Page 3 of 4 File ID: 13907 (Revision:) Printed On: 4/25/2023 Packet Pg. 7 1.1 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is authorized to allocate grant funds from Omni Tax Increment Fund 2022-2023 Budget Line Item 16 in an amount not to exceed $310,000.00 to the DDA to expand the Purple Shirts into the Redevelopment Area for an additional period of one (1) year. Section 3. The Executive Director is authorized to negotiate and execute any and all other documents necessary to effectuate the Purple Shirts, all in forms acceptable to the General Counsel. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: 0„4-, -I VICTORIA MENDEZ, GENERAL COUNSEL City of Miami Page 4 of 4 File ID: 13907 (Revision:) Printed On: 4/25/2023 Packet Pg. 8 1.1.a OMNI CRA Downtown Enhancement Team (DET) Proposed Budget - CRA GRANT FY - 2022-2023 10 DET - Member Crew (With 1 Supervisor) Item Quantity Unit Cost Cost Personnel Field Crew Members 10 $ 17,500.00 $ 175,000.00 Personnel Subtotal $ 175,000.00 Supervisor (Full-time - 40 hours) Salary (including benefits) Supervisor Subtotal $ 58,000.00 Training Supervisory Training Classes Training Subtotal 2 $ 250.00 $ 500.00 Uniforms Polo Shirts (DDA / DET Custom) Trainee T-shirts Pants / Shorts Hats (DDA/DET Custom) Uniforms Subtotal 1 $ 58,000.00 $ 58,000.00 80 $ 24.00 $ 1,920.00 80 $ 15.00 $ 1,200.00 80 $ 24.00 $ 1,920.00 80 $ 12.50 $ 1,000.00 $ 6,040.00 Equipment Brooms 20 $ 22.00 $ 440.00 Dust Pans 20 $ 17.00 $ 340.00 Trash Grabber 20 $ 52.00 $ 1,040.00 Safety Vests 30 $ 11.50 $ 345.00 Gum Scrapers 15 $ 10.00 $ 150.00 Trash Bags (150 per case/ Each Case $ 35.05) 7500 $ 1,800.00 $ 1,800.00 Trash Cans 12 $ 150.00 $ 1,800.00 Branding for Trash Cans 12 $ 100.00 $ 1,200.00 Gloves (Latex) (100 per case/ Each Case $85) 2400 $ 3,060.00 $ 3,060.00 Safety Goggles 30 $ 10.00 $ 300.00 Truck (Use DDA Truck) 1 $ - $ - Truck Gas 26 $ 75.00 $ 1,950.00 Truck Insurance 1 $ 3,500.00 $ 3,500.00 Truck Parking* 1 $ $ - Truck Maintenance (Tires, Oil Change, Etc) 1 $ 3,200.00 $ 3,200.00 Truck -Wrap with OMNI Logo & Info 1 $ 1,500.00 $ 1,500.00 Weed Eater 1 $ 150.00 $ 150.00 Leaf blower 2 $ 400.00 $ 800.00 String for replacement - weed eaters 8 $ 15.00 $ 120.00 hand pruners 2 $ 22.00 $ 44.00 toppers 2 $ 30.00 $ 60.00 hand saw 2 $ 33.00 $ 66.00 pole saw 2 $ 125.00 $ 250.00 Gas for equipment 20 $ 60.00 $ 1,200.00 Misc Graffiti Removal Equipment 470 $ 17.50 $ 8,225.00 (Each pack includes 20 wipes/Each pack $16.20) Paint 28 $ 60.00 $ 1,680.00 Paint Supplies 20 $ 45.00 $ 900.00 Camera for Supervisor 1 $ 250.00 $ 250.00 Memory Chip for Camera 1 $ 40.00 $ 40.00 Water 800 $ 3.50 $ 2,800.00 Misc . Supplies (As needed for COVID or other operational needs) $3,250.00 Equipment Subtotal 40,460.00 Administrative / Program Management $ 30,000.00 Attachment: 13907 DET_Proposed Budget (13907 : 2023 Purple Shirt Program) $ 310,000.00 Packet Pg. 9 1.1.b GRANT AGREEMENT BETWEEN OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND THE DOWNTOWN DEVELOPMENT AUTHORITY FOR THE CONTINUATION OF THE DOWNTOWN ENHANCEMENT TEAM PURPLE SHIRTS PROGRAM THIS AGREEMENT is entered into as of the day of , 2023 by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA" or "GRANTOR"), with principal address at 1401 N. Miami Avenue, Miami Florida 33013 and the DOWNTOWN DEVELOPMENT AUTHORITY, an independent agency and instrumentality of the City of Miami ("MIAMI DDA" OR "GRANTEE"), with principal address at 200 S. Biscayne Boulevard, Suite 2929, Miami Florida 33130 . The CRA and the MIAMI DDA collectively shall hereinafter be referred to as the "Parties." RECITALS WHEREAS, the Florida Interlocal Cooperation Act of 1969, Chapter 163, Part I of the Florida Statutes ("Act"), permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other agencies on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with the needs of local communities, such as those contemplated herein; and WHEREAS, the Board of Commissioners ("Board") of the CRA, by Resolution No. CRA-R- 16-0057, adopted December 14r", 2016, initially authorized the issuance of a grant, in an amount not to exceed Fifty Thousand Dollars ($50,000.00), to the MIAMI DDA for the continuation/expansion of its Downtown Enhancement Team ("DET") Program ("DET Program") within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-18-0007, adopted January 17th, 2018, and by Resolution No. CRA-R-18-0036, adopted September 12, 2018, previously authorized the issuance of a grant, each in an amount not to exceed One Hundred Thousand Dollars Page 1 of 14 Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Packet Pg. 10 1.1.b ($100,000.00), to the MIAMI DDA for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-19-0042, adopted October 30, 2019, authorized the issuance of a grant for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-21-0011, adopted June 3' d 2021, authorized the issuance of a grant in the amount not to exceed Three Hundred and Ten Thousand Dollars ($310,000.00) for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the Board of the CRA, by Resolution No. CRA-R-21-0040, adopted October 22nd 2021, authorized the issuance of a grant in the amount not to exceed Three Hundred and Ten Thousand Dollars ($310,000.00) for the continuation/expansion of its DET Program within the CRA's boundaries; and WHEREAS, the MIAMI_ DDA and the CRA wish to enter into this Agreement to set forth the terms and conditions relating to the use of said Grant; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the Parties agree to as follows: THE GRANT 1. RECITALS. The recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and the MIAMI DDA's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the MIAMI DDA the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used as follows: to underwrite the cost associated with the continuation/expansion of the DET Program within the CRA's boundaries ("Project"), as Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 2 of 14 Packet Pg. 11 1.1.b described in Attachment "A" - Scope of Services and "B" — Omni CRA Map. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. The MIAMI DDA understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting guidelines, and other requirements affecting the activities funded by the Grant. The MIAMI DDA covenants and agrees to comply with such requirements and represents and warrants to the CRA that the Grant shall be used in accordance with all the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting of the foregoing, the MIAMI DDA represents and warrants that it will comply with, and the Grant will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 5. RECORDS AND REPORTS/AUDITS AND EVALUATION. (a) The MIAMI DDA understands and acknowledges that the CRA must meet certain record keeping and reporting requirements with regard to the Grant. In order to enable the CRA to comply with its record keeping and reporting requirements, the MIAMI DDA agrees to maintain all records as required by the CRA. (b) At the CRA's request, and no later than thirty (30) days thereafter, the MIAMI DDA shall deliver to the CRA such written statements relating to the use of the Grant as the CRA may require. (c) The CRA shall have the right to conduct audits of the MIAMI DDA's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The MIAMI DDA agrees to cooperate with the CRA in the performance of these activities. (d) The MIAMI DDA's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 6. REVERSION OF ASSETS Immediately upon the expiration, termination, or cancellation of the term of this Agreement, the MIAMI DDA shall transfer to the CRA any unused Grant funds at the time of such expiration. 7. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 3 of 14 Packet Pg. 12 11.b Agreement, and upon the effective date of this Agreement, the CRA shall make available to the MIAMI DDA up to Three Hundred and Ten Thousand Dollars ($310,000.00). Payments will be made only after receipt and approval of project specific invoices by the Executive Director and verification of acceptable work product. The MIAMI DDA acknowledges and understands that in no event shall payments to the MIAMI DDA under this Agreement exceed Three Hundred and Ten Thousand Dollars ($310,000.00). 8. TERM. The term of this Agreement shall commence on the above -written date and shall terminate upon: i) full disbursement of Three Hundred and Ten Thousand Dollars ($310,000.00) in payments upon receipt and approval of project specific invoices and verification of acceptable work product; or ii) exactly twelve (12) months from the above -written date of this Agreement; or iii) earlier termination as provided for herein; provided, however, that all rights of the CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees and costs shall survive the expiration or earlier termination of this Agreement for a period of not less than three (3) years. 9. REMEDIES FOR NON-COMPLIANCE. If the MIAMI DDA fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained herein, then the CRA shall have the right to take one or more of the following actions, at the sole discretion of the CRA, irrespective of any additional remedies available to it in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by the MIAMI DDA; (b) Recover payments made to the MIAMI DDA; (c) Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; (d) Withhold further awards for the Project; or (e) Take such other remedies that may be legally permitted. 10. NON-DISCRIMINATION. The MIAMI DDA, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, or disability in connection with its performance under this Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 4 of 14 Packet Pg. 13 1.1.b Agreement. Furthermore, the MIAMI DDA represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 11. CONFLICT OF INTEREST. The MIAMI DDA has received copies of, and is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by the MIAMI DDA. The MIAMI DDA covenants, represents and warrants that it will comply with all such conflict of interest provisions: (a) Code of the City of Miami, Florida, Chapter 2, Article V. (b) Miami -Dade County Code, Section 2-11.1. 12. CONTINGENCY CLAUSE. Funding for this Agreement shall be contingent on the availability of funds and continued authorization for Project activities and shall be subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. 13. CERTIFICATIONS RELATING TO THE GRANT. The MIAMI DDA expressly warrants and certifies that: (a) All expenditures of the Grant shall be made in accordance with the provisions contained in this Agreement. (b) The Grant funds shall not be co -mingled with any other funds, and separate bank accounts and reasonable accounting records shall be maintained at all times throughout the term of this Agreement. (c) The expenditures of the Grant shall be properly documented, and such documentation shall be maintained on file. (d) Quarterly progress reports shall be provided to the CRA as requested. (e) No expenditure of Grant funds shall be used for any political activities whatsoever. (f) Notwithstanding the Remedies contained in Section 9, the MIAMI DDA shall be liable Page 5 of 14 Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Packet Pg. 14 1.1.b to the CRA for any amount of the Grant expended in a manner inconsistent with this Agreement. 14. MARKETING. (a) The MIAMI DDA shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by the MIAMI DDA in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including, but not limited to, stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. (b) The MIAMI DDA shall place the CRA name and/or logo on all uniforms worn by employees of the DET Program. (c) The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. (d) The MIAMI DDA further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in the MIAMI DDA's use of the CRA's name and logo, confers or may be construed as conferring to the MIAMI DDA any right, title, or interest whatsoever in the CRA's name and logo beyond the right granted in this Agreement. 14. DEFAULT. If the MIAMI DDA fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the MIAMI DDA shall be in default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it referenced in this Agreement and by law, may immediately, upon written notice to the MIAMI DDA, via electronic mail and/or U.S. Mail with certified return receipt, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to the MIAMI DDA while the MIAMI DDA was in default shall be immediately returned to the CRA within three (3) days upon receipt of such notice. The MIAMI DDA understands and agrees that termination of this Agreement under this section shall not release the MIAMI DDA from any liability and/or obligations accruing prior to the effective date of termination. 15. LIABILITY OF THE CRA. No officer, employee, agent, or principal, whether Page 6 of 14 Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Packet Pg. 15 disclosed or undisclosed, of the CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 16. SPECIFIC PERFORMANCE. In the event of breach of the Agreement by the CRA, the MIAMI DDA may only seek specific perfoiinance of the Agreement and any recovery shall be limited to the grant funding authorized for the Project. In no event shall the CRA be liable to the MIAMI DDA for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 17. INDEMNIFICATION OF THE CRA. Subject to Section 768.28, Florida Statutes, the MIAMI DDA hereby agrees to indemnify, protect, defend, and hold harmless the CRA and its agents, employees, successors, assigns and representatives (collectively, "Indemnitees") from and against any and all third -party claims, actions, damages, liabilities, costs and expenses, including but not limited to fees of attorneys, investigators and experts in connection with or resulting from harmless loss of life, personal injury, damage to property and all other matters arising out of the scope and intent of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence of the CRA or its agents. The Parties acknowledge and understand that the MIAMI DDA procures insurance policies in accordance and subject to the limitations and provisions of Section 768.28, Florida Statutes. The provisions of this paragraph shall survive the termination or expiration of the Term of this Agreement. The Parties shall notify each other in writing of any claim or demand promptly upon learning of its existence. 18. DISPUTES. In the event of a dispute between the Parties as to the terms and conditions of this Agreement, the Executive Director of the CRA and the MIAMI DDA shall notify each of the dispute in writing and proceed in good faith to resolve the dispute within thirty (30) days of such written notice. If the dispute is not resolved within such thirty (30) days, the dispute shall be submitted to the Board of the CRA for resolution within ninety (90) days thereof, or such longer period as may be agreed to by the Parties to this Agreement. The Board's decision shall be deemed final and binding on the Parties. 20. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the Parties hereto relating to the Grant, and correctly sets forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the CRA and Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 7 of 14 Packet Pg. 16 1.1.b the MIAMI DDA relating to this Agreement or the Grant and/or Project. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an amendment to this Agreement in writing and executed by the Parties. 21. CONSTRUCTION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both Parties have equally participated in the preparation of this Agreement. 22. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 23. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. 24. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing by the non -breaching party. 25. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 26. NO THIRD -PARTY BENEFICIARY RIGHTS. No provision of this Agreement Page 8 of 14 Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Packet Pg. 17 11.b shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 27. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both Parties. 28. OWNERSHIP OF DOCUMENTS. Upon request by the CRA, all documents developed by the MIAMI DDA shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. The MIAMI DDA agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the Parties that any document which is given by the CRA to the MIAMI DDA pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by the MIAMI DDA for any other purposes whatsoever, without the written consent of the CRA. 29. AWARD OF AGREEMENT. The MIAMI DDA warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 30. NON-DELEGABILITY. The obligations of the MIAMI DDA under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 31. GOVERNING LAW, VENUE AND ATTORNEY'S FEES. This Agreement shall be construed and enforced in accordance with Florida law. In the event of litigation as a result of this agreement, the venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney's fees. 32. TERMINATION OF CONTRACT FOR CONVENIENCE. The CRA retains the right to terminate this Agreement at any time for convenience, with or without cause, without penalty to the CRA. In that event, the CRA shall give five (5) days written notice of termination Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 9 of 14 Packet Pg. 18 1,1.b to the MIAMI DDA. 33. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. To CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue Miami, FL 33136 Attn: Humbero Gonzalez Executive Director To MIAMI DDA: Miami Downtown Development Authority 200 South Biscayne Boulevard, Suite 2929 Miami, FL 33131 Attn: Christina Crespi Executive Director With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Attn: Victoria Mendez, City Attorney 34. INDEPENDENT CONTRACTOR. The MIAMI DDA, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded its employees; further, they shall Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 10 of 14 Packet Pg. 19 1.1.b not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 35. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 36. AUTHORITY. Both the CRA and the MIAMI DDA certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. 37. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and such counterparts shall together constitute but one and the same instrument. The Parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other electronic signature transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 38. CAPTIONS AND HEADINGS. The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 11 of 14 Packet Pg. 20 1.1.b IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. ATTEST: Signature: Print: ATTEST: By: DOWNTOWN DEVELOPMENT AUTHORITY ("MIAMI DDA"), an independent agency and instrumentality of the City of Miami: By: Christina Crespi, Executive Director OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") Todd B. Hannon, Clerk of the Board Humberto Gonzalez, Executive Director Date: APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: By: By: Victoria Mendez Ann -Marie Sharpe General Counsel Risk Management Director Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 12 of 14 Packet Pg. 21 1.1.b ATTACHMENT "A" SCOPE OF SERVICE DWN .W N //IA/VI. • ENHANCEMENT TEAM • Downtown Enhancement Team - CRA funded ad,/itional manpower to cover the OMNI CRA Area (Area is defined in Attachment "$s Attachment "A" - Scope of Service: Camillus House, Inc. shall work with Chapman Partnership to provide all DET personnel including but not limited to the selection, interview, payroll processing/payment, benefits and all employee/employer related tasks for the DET team participants. The team members will be supervised on a daily basis by MIAMI DDA personnel but will report to a Camillus House, Inc. Manager and/or Chapman Partnership Manager. The team members will be required to participate in the following work areas : • Litter clean-up • Trash pick-up AIF • Graffiti removal • Landscape installation/Right-of-Way ("ROW") maintenance services • Trash receptacle maintenance The MIAMI DDA has the right to request that Camillus House, Inc. terminate any employee of the DET team that the MIAMI DDA deems unfit, unable or unwilling to provide the services required at any time during the team members employment with Camillus House, Inc. Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 13 of 14 Packet Pg. 22 1.1.b ATTACHMENT "B" OMNI CRA MAP De xw l•18 0.81 0. RaM . .1mM II ff.{g Q Miami DDAArea CRA Areas Omni Southeast Overtown! Park West Downtown Miami CRA Areas Attachment: 13907 DET_Grant Agreement (13907 : 2023 Purple Shirt Program) Page 14 of 14 Packet Pg. 23 OMNI Board of Commissioners Meeting April 27, 2023 1.2 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Alex Diaz de la Portilla Date: April 25, 2023 and Members of the CRA Board From:H. Bert Gonzalez Executive Director File: 13909 Subject: Signage - Miami Entertainment Center Enclosures: 13909 Exhibit A 13909 Findings Memo 13909 Backup BACKGROUND: A resolution of the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA"), with attachment(s), authorizing the Executive Director to negotiate and execute an agreement, in a form acceptable to the General Counsel, between the CRA and Orange Barrel Media, LLC, for the placement of signage on the Miami Entertainment Center property located at 50 NW 14th Street, Miami, Florida within the Omni Redevelopment District, in consideration of the payment of license fees as provided in the agreement; further authorizing the Executive Director to negotiate and execute any and all other necessary documents, including any amendments and modifications to said agreement, all in forms acceptable to the General Counsel, that may be necessary to effectuate the intent of this resolution, all in accordance with the terms and conditions of the agreement. JUSTIFICATION: To create an ongoing revenue stream for the OMNI CRA to be used for redevelopment purposes. FUNDING: Fiscal Impact has not yet been determined. Packet Pg. 24 1.2 Trak Omni_ C R A City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 13909 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, PURSUANT TO SECTION 18-111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), BETWEEN THE CRA AND ORANGE BARREL MEDIA, LLC, A DELAWARE LIMITED LIABILITY COMPANY, FOR THE PLACEMENT OF SIGNAGE ON THE MIAMI ENTERTAINMENT CENTER PROPERTY LOCATED AT 50 NW 14TH STREET, MIAMI, FLORIDA WITHIN THE OMNI REDEVELOPMENT DISTRICT, IN CONSIDERATION OF THE PAYMENT OF LICENSE FEES AS PROVIDED IN THE AGREEMENT; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, INCLUDING ANY AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, THAT MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS RESOLUTION, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. WHEREAS, pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer has determined that the awarded contract between the Adrienne Arsht Center Trust, Inc. and Orange Barrel) Media, LLC, dated September 29, 2021 (the "Arsht Agreement") was entered into pursuant to a competitive process in compliance with the City's laws, policies, and procedures; and WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") as part of its efforts to beautify the OMNI Community Redevelopment District wishes to provide for the installation of signage on the Miami Entertainment Center property located at 50 NW 14th Street, Miami, Florida (the "Property") by accessing the Arsht Agreement; and WHEREAS, Orange Barrel Media, LLC ("OBM") has submitted a proposal to the CRA to install signage on the Property, subject to the terms and conditions of the Arsht Agreement; and WHEREAS, the Arsht Agreement procurement mirrored the procurement process required by the City of Miami, and the CRA desires to utilize the Arsht Agreement as a basis for the License Agreement between the CRA and OBM for signage at the Property in accordance with Section 18-111 of the Code of the City of Miami, Florida ("City Code"); and WHEREAS, the CRA desires to enter into an Agreement with OBM for the provision of signage on the Property in consideration of OBM paying the CRA license fees, as provided in the Agreement, a copy of which is attached hereto as Exhibit "A," and incorporated herein by reference; and City of Miami Page 2 of 3 File ID: 13909 (Revision:) Printed On: 4/25/2023 Packet Pg. 25 1.2 WHEREAS, the use of the Property for purposes of signage is consistent with the CRA's Redevelopment Plan, the provisions of Part III, Chapter 163, Florida Statutes, and serves a municipal and public purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is authorized to execute an Agreement ("Agreement"), in a form acceptable to the General Counsel, between the CRA and Orange Barrel Media, LLC ("OBM") for the placement of signage on the Miami Entertainment Center building located at 50 NW 14th Street, Miami, FL, (the "Property"), based upon the License Agreement procured by the Adrienne Arsht Center Trust, Inc. dated September 29, 2021, which procurement mirrored the procurement process in accordance with Section 18-111 of the City Code. Section 3. The Executive Director is further authorized to negotiate and execute any and all necessary documents, including any amendments and modifications to said Agreement, all in forms acceptable to the General Counsel, as may be necessary to effectuate this Resolution. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL City of Miami Page 3 of 3 File ID: 13909 (Revision:) Printed On: 4/25/2023 Packet Pg. 26 1.2.a OMNI CRA'S SUPPLEMENTAL AGREEMENT TO THE LICENSE AGREEMENT BETWEEN ADRIENNE ARSHT CENTER TRUST. INC AND ORANGE BARREL MEDIA. LLC The OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body politic created pursuant to Section 163.356, Florida Statutes ("OMNI CRA") is accessing Adrienne Arsht Center Trust, Inc. a Florida not for profit corporation ("Arsht Center") License Agreement pursuant to the Invitation to Bid for the On Premise Digital Media Program (December 3, 2020) with Orange Barrel Media, LLC ("OBM"), a Delaware limited liability company authorized to conduct business in Florida, attached hereto and incorporated by reference herein (the "Agreement"). This Supplemental Agreement to the Agreement between Arsht Center and OBM includes applicable Omni CRA and City of Miami legal requirements ("Supplement"). The term of the Agreement and this Supplement is from May 1, 2023, to December 31, 2043, with one (1) additional ten (10) year automatic renewal period, extending the Agreement to December 31, 2053. The Agreement is attached hereto as Exhibit "A" and made a part hereof. The effective date of access by the Omni CRA shall be as of May 1, 2023, provided that in no event shall the Rent applicable to the Supplement commence until the first Sign is installed and capable of hosting advertisements. 1. All references to the "Adrienne Arsht Center Trust, Inc. or Licensor" shall be deleted and replaced with the "Omni Community Redevelopment Agency " or the "Omni CRA" as applicable. 2. All references to "Orange Barrel Media, LLC," "Orange Barrel Media," or "Licensee" shall be the same as references to "Orange Barrel Media, LLC," or "OBM," as applicable. 3. The parties hereto acknowledge and agree that the "Management Agreement" defined in the Agreement is not applicable to this Supplement. 4. The parties further acknowledge and agree that all references to the "Signs" shall be deemed to refer to two (2) 672 sf digital LED screens (having a total square footage of 750 sf each when including embellishments), which Signs shall be installed on the rooftop of the Miami Entertainment Complex located at 50 NW 14th Street, Miami, Florida. Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 27 1.2.a 5. The parties further acknowledge and agree that Pelli Clarke Pelli Architects is not involved in the design of the Signs. 6. Section 2. of the Agreement titled "License Term." is hereby deleted in its entirety and replaced with added Section 42. titled "Termination" and consisting of the following language: A. Termination for Cause. The Omni CRA, by and acting through its Executive Director, shall have the right to terminate this Supplement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the Omni CRA shall not be obligated to pay any amounts to OBM for Services rendered by OBM after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the Omni CRA be liable to OBM for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the Omni CRA be liable for any direct, indirect, special, consequential, or incidental damages. 7. Section 4.5 of the Agreement titled "Licensor Sign" is hereby deleted in its entirety and replaced with "Intentionally omitted." 8. The following language is hereby added as Section 36 of the Agreement and titled "Contract Documents": In case of any contradictions and/or discrepancies between the parts of the Agreement and this Supplement, precedence shall be given in the following decreasing order: a. This Supplement and its Exhibits; b. The Sections of the Agreement and any Amendments thereto without their exhibits; c. The Exhibits thereto the Agreement; and d. The Invitation to Bid for the On Premise Digital Media Program (December 3, 2020). 9. Section 9. of the Agreement titled "Insurance." is hereby deleted in its entirety and replaced with the following language: The Licensee shall obtain and keep in full force and effect, at its sole cost and expense Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 28 1.2.a insurance. The following are the minimum required insurance limits and may not be construed or otherwise interpreted to limit or restrict OBM's indemnification obligations pursuant to this Supplement: I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required Omni CRA and City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1, 000, 000.00 $2,000,000.00 $1, 000, 000.00 $1, 000, 000.00 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Schedu led Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 B. Endorsements Required Omni CRA and City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 29 1.2.a $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 V. Network Security and Privacy Injury (Cyber Liability) Coverage* *Proof of Cyber Liability Policy due to the Omni CRA and the City of Miami by July 1, 2023. All other policies must be in effect prior to this Supplemental Agreement taking effect. Each Claim Policy Aggregate $1,000,000.00 $1,000,000.00 Retro Date Included OBM agrees to maintain Professional Liability/Errors & Omissions Coverage, along with Network Security and Privacy Injury ("Cyber Liability") Coverage, if applicable, for a minimum of one (1) year after termination of the Supplement period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the Omni CRA and the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by City's Risk Management Department prior to insurance approval. 10. Section 10. of the Agreement titled "Indemnification." is hereby deleted in its Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 30 1.2.a entirety and replaced with the following language: Section 10. Indemnification. Subject to Section 11 of the Agreement, OBM shall indemnify, save and hold harmless, and defend (at its own cost and expense), the Omni CRA, the City, its officers, agents, directors, and/or employees and instrumentalities, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission (where there is a duty to act), or intentional wrongful misconduct of OBM and persons employed or utilized by OBM in the performance of this Supplement. OBM shall further indemnify, save and hold harmless, and defend (at its own cost and expense), the Omni CRA, the City, its officers, agents, directors, and/or employees and instrumentalities against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the Omni CRA, the City, its officers, agents, directors, and/or employees and instrumentalities were negligent. In the event that any action or proceeding is brought against the Omni CRA or the City by reason of any such claim or demand, OBM shall, upon written notice from the Omni CRA or the City, resist and defend such action or proceeding by counsel satisfactory to the Omni CRA and the City. OBM expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by OBM shall in no way limit the responsibility to indemnify, save a hold harmless, and defend (at its own cost and expense) the Omni CRA, the City, its officers, agents, director, and/ or employees and instrumentalities as herein provided. The indemnification provided above shall obligate OBM to defend (at its own cost and expense), to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the Omni CRA's or the City's option, for any and all claims of liability and all suits and actions of every name and description which may be brought against the Omni CRA or the City, whether performed by OBM, or persons employed or utilized by OBM. These duties will survive the cancellation or expiration of the Supplement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 31 1.2.a OBM shall require all subcontractor agreements include a provision that each subcontractor shall indemnify the Omni CRA and the City in substantially the same language as this Section. OBM agrees and recognizes that the Omni CRA and the City shall not be held liable or responsible for any claims which may result from any actions or omissions of OBM in which the Omni CRA or the City participated either through review or concurrence of OBM's actions. In reviewing, approving, or rejecting any submissions by OBM or other acts of OBM, the Omni CRA nor the City, in no way, assumes or shares any responsibility or liability of OBM or subcontractors under this Supplement. 11. Section 15. of the Aareement titled "Assianment. Sublettina and Licensee Financing." is hereby deleted in its entirety and replaced with the following language: OBM's Services are considered specialized and unique. This Supplement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by OBM, in whole or in part, and OBM shall not assign this Supplement or otherwise subcontract the control of its media sales activities to an unaffiliated third -party operator, without the prior written consent of the Executive Director, which may be withheld or conditioned, in the Executive Director's sole discretion. Notwithstanding the foregoing provisions of this Section, in the event that substantially all operations of Tenant are being transferred to (a) another entity by way of merger, consolidation or sale of substantially all of the stock therein or assets thereof, or (b) any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Tenant, , the consent of Landlord shall not be required, provided the acquiring entity, if applicable, shall agree to assume and perform all of the duties, and obligations of Tenant hereunder, including, without limitation, the obligations to pay the Rent and other charges provided for under this Lease. 12. Section 17. of the Agreement titled "Binding Effect." is hereby amended to include the following language: All obligations (including, but not limited to, indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Supplement that require continued performance, Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 32 1.2.a compliance, or effect beyond the expiration or earlier termination of this Supplement shall survive such expiration or earlier termination. 13. Section 20. of the Agreement titled "No Modifications." is hereby deleted in its entirety and replaced with the following language: No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. The Executive Director shall have the sole authority to extend, amend, or modify this Supplement on behalf of the Omni CRA. 14. Section 22. of the Agreement titled "Notices." is hereby deleted in its entirety and replaced with the following language: Any notice provided for herein shall be in writing and shall be deemed to have been given, delivered or served on such party when: (i) delivered personally to the party who is to receive such notice; (ii) mailed by U.S. registered or certified mail, return receipt requested, postage prepaid; or (iii) sent via local or nationally recognized overnight courier addressed as follows: TO OBM: Orange Barrel Media Attn: Real Estate and Accounting Departments 250 North Hartford Avenue Columbus, OH 43222 Underhill & Hodge LLC Attn: Lesley Armour, Esq. 8000 Walton Parkway Suite 260 New Albany, OH 43054 TO THE OMNI CRA: H. Bert Gonzalez Exec. Director 1401 N. Miami Avenue, 2nd Floor Miami, Florida 33136 Victoria Mendez City of Miami City Attorney 444 S.W. 2nd Avenue, Miami, FL 33130-1910 Ann -Marie Sharpe City of Miami Director Department of Risk Management 444 S.W. 2nd Avenue, 9" Floor Miami, FL 33130-1910 ASharpe@miamigov.com Annie Perez, CPPO City of Miami Procurement Director Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 33 1.2.a 444 S.W. 2ndAvenue, 6th Floor Miami, FL 33130-1910 APerez@miamigov.com 15. Section 29. of the Agreement titled "Applicable Law." is hereby deleted in its entirety and replaced with the following language: This Supplement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Supplement. 16. Section 30. of the Agreement titled "Counterparts." is hereby deleted in its entirety and replaced with the following language: This Supplement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Supplement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Supplement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Supplement upon request. 17. Section 32. of the Agreement titled "Confidentiality." is hereby deleted in its entirety and replaced with the following language titled "Public Records": A. OBM understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Omni CRA agreements, Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 34 1.2.a subject to the provisions of Chapter 119, Florida Statutes, as amended, and agrees to allow access by the Omni CRA and the public to all documents subject to disclosure under applicable laws. If OBM fails or refuses to comply with the provisions of this section and such failure or refusal continues uncured for more than 10 days following receipt of written notice thereof from Omni CRA, then Omni CRA shall have the right to elect to terminate this Supplement. Exercise by OBM of its right to dispute a disclosure shall not be deemed to be a failure or refusal to comply with the provisions of this section. OBM shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the Omni CRA to perform this Service; (2) upon request from the Omni CRA's custodian of public records, provide the Omni CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, as amended, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Supplement's term and following completion of the Supplement if OBM does not transfer the records to the Omni CRA; (4) upon completion of the Supplement, transfer, at no cost, to the Omni CRA all public records in possession of the OBM or keep and maintain public records required by the Omni CRA to perform the Service, if OBM transfers all public records to the Omni CRA upon completion of the Supplement, OBM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if OBM keeps and maintains public records upon completion of the Supplement, OBM shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the Omni CRA, upon request from the Omni CRA's custodian of public records, in a format that is compatible with the information technology systems of the Omni CRA. Notwithstanding the foregoing, OBM shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 35 1.2.a terms of the Supplement. B. Should OBM determine to dispute any public access provision required by Florida Statutes, then OBM shall do so at its own expense and at no cost to the Omni CRA. Omni CRA shall provide OBM with notice of a public records request and ample opportunity for OBM to dispute such disclosure in accordance with the provisions of Florida law, at its own expense and at no cost to Omni CRA. IF OBM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO OBM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE SUPPLEMENT, CONTACT THE OMNI CRA AT (305) 679-6870, VIA EMAIL AT HuGonzalez@miamigov.com, OR REGULAR MAIL AT OMNI CRA OFFICE OF THE EXECUTIVE DIRECTOR, 1401 NORTH MIAMI AVENUE, 2ND FLOOR, MIAMI, FL 33136. 18. Section 34. of the Agreement titled "Third Party Beneficiary," ," is hereby deleted in its entirety and replaced with the following language: No persons other than OBM and the Omni CRA (and their successors and assigns) shall have any rights whatsoever under this Supplement. 19. Section 35 of the Agreement titled "City Ownership of Property" is hereby deleted in its entirety and replaced with "Intentionally omitted." 20. Section 37. of the Agreement titled "Miscellaneous. Ethics and Conflicts" is hereby added with the following language: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, OBM hereby certifies to the Omni CRA that no individual member of OBM, no employee, and no subconsultants under this Supplement nor any immediate family member of any of the same is also a member of any board, commission, or agency of Omni CRA or the City. OBM hereby represents and warrants to the Omni CRA that throughout the term of this Agreement, OBM, its employees, and its subconsultants will abide by this prohibition of the City Code. 21. Section 38. of the Agreement titled "Dispute Resolution Procedure." is hereby added with the following language: OBM understands and agrees that all disputes between OBM and the Omni CRA based upon an alleged violation of the terms of this Supplement by the Omni CRA shall be Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 36 1.2.a submitted to the Executive Director for his/her resolution, prior to OBM being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), the Executive Director's decision shall be approved or disapproved, as applicable, by the Omni CRA Board, whose decision shall be final. OBM shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received the Executive Director's written decision, approved or disapproved, as applicable, by the Omni CRA Board if the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the Executive Director a detailed statement of the dispute, accompanied by all supporting documentation, one hundred twenty (120) days if the Executive Director's decision is subject to Omni CRA Board approval; or (iii) if the Omni CRA has waived compliance with the procedure set forth in this Section by a written instrument clearly waiving compliance, signed by the Executive Director. In no event may the amount of compensation under this Section exceed the total compensation herein this Supplement. The adherence to this Section is the condition precedent to the institution of any civil action by OBM against the Omni CRA. 22. The Exhibits A, B, and B-1 attached to the Agreement are hereby deleted in their entirety and replaced with Exhibits A, B, and B-1 attached hereto. (SIGNATURE PAGE FOLLOWS) Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 37 1.2.a IN WITNESS WHEREOF, the Parties have executed this Supplement, or have caused the same to be executed, as of the date and year first above written. "OBM" ORANGE BARREL MEDIA, LLC an Ohio limited liability company authorized to conduct business in Florida ATTEST: By: By: Name: Name: Title: Title: ATTEST: "OMNI CRA" Omni CRA, a Florida municipal corporation By: By: Todd B. Hannon Humberto "Bert" Gonzalez City Clerk Executive Director APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez Anne Marie Sharpe, Director City Attorney Risk Management Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 38 1.2.a COMPANY RESOLUTION WHEREAS, Orange Barrel Media, LLC an Ohio limited liability company, desires to enter into a License Agreement with the Omni Community Redevelopment Agency ("Omni CRA") for the purpose of performing the Services described in the Supplement to which this resolution is attached; and WHEREAS, the Members have considered the matter in accordance with the operating agreement of the company; NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS that this company is authorized to enter into the Supplement with the Omni CRA, and (1st Name), the (1st Title), and (2nd Name), the (2nd Title), are hereby authorized and directed to execute the Supplement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this day of , 2023 . ("Orange Barrel Media") An Ohio limited liability company. By: (Signature of 1st Name above) Name & Title: (print) Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 39 1.2.a By: (Signature of 2nd Name above) Name & Title: (print) Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 40 Exhibit "A" Property Legal Description 16 1.2.a MIAMI ENTERTAINMENT CENTER 50 NW 14' St Miami FL 33132 As Of: Au ust 5 2022 LEGAL DESCRIPTION The legal description is below. A copy of the legal description and the most recent deeds of transfer are included in Addenda B. Legal Description (County Records): Alice Baldwin Et Al Sub Pb B-87 & Pb 6-43 All Blk 4 & Strip Bet Blk 4 Pb 6-43 & Fec R/w & Strip Bet Lots 1-8 & Lots 9-16 Less Beg 37.53ftw Of Se Cor Lot 9 W144.59ft N1y65.80ft Se157.32ft To Pob & Less N10ft Of Blk 1 For R/w & Less Beg 5ftn Of Se Cor Of Lot 8 Cont N 02 Deg W 143.68ft S 87 Deg W 315.97ft Sely Ad 83.62ft S 67 Deg E 145.21 ft N 87 Deg E 187.58ft To Pob & Beg 109.60ftn Of Se Cor Of Lot 8 Th S 87 Deg W 18ft N 02 Deg W 18ft S 87 Deg W 272.83ft N 02 Deg W 16.68ft N 87 Deg E 290.82ft S 02 Deg E 34.68ft To Pob Lot Size 84804 Sq Ft M/1. Legal Description (Last Warranty Deed): All of Block 4 of the Subdivision of part of Government Lot 2, Section 36, Township 53 South, Range 41 East, as surveyed and Platted by George L. McDonald, C.E., for Alice Baldwin and others according to the Plat thereof recorded in Plat Book "A", at page 57, of the Public Records of Dade County, Florida, and that strip of land lying between said Block 4 of said Subdivision above described and the right-of-way of the Florida East Coast Railway Company, and also that strip of land lying between Lots 1 to 8, inclusive, and Lots 9 to 16 inclusive of said Block 4, the said property being bounded on the East by N.W. Miami Court (formerly Jones Avenue) on the South by Northwest 13th Street (formerly Lemon Street), on the North by Northwest 14th Street (formerly Waddell Street) and on the West by the right-of-way of the Florida East Coast Railway Company, lying and being in Miami -Dade County, Florida. Less and except that part of Lot 9, Block 4, Baldwin and Oxar Subdivision, according to Plat recorded in Plat Book A, Page 57, of the Public Records of Miami -Dade County, Florida, and that strip of lying between said Block 4 of the above -described subdivision and the Right-of-way of the Florida East Coast Railway Company, being more particularly described as follows: Begin on the South line of Lot 9 at a point 37.53 feet, South 87° 46' 36" West from the Southeast corner thereof, thence South 87° 46' 36" West 94.97 feet along said South line to the Southwest corner of said Lot 9, thence South 86° 30' 26" West 49.62 feet to the Easterly right-of-way line of Florida East Coast Railway Company, thence Northerly 65.80 feet along said Easterly right- of-way line, thence South 67° 56' 40" east 157.32 feet to Point of Beginning. and Less those lands described in that Warranty Deed, recorded August 29, 1986 in Official Records Book 13004, page 284. The following legal description is for the lot that was owned by the F.D.T.O. It is the adjacent south parcel owned by the State of Florida DOT and it was quit claim deeded to OMNI for parking purpose on 04/22/2015. DEUTSCHE VALUATIONS RESIDENTIAL AND COMMERCIAL Real Estate Appraisers : Signage - Miami Entertainment Center) Attachment: 13909 Exhibit A Packet Pg. 41 1.2.a 17 MIAMI ENTERTAINMENT CENTER 50 NW 14th St Miami FL 33132 As Of: Auuust 5 2022 A parcel of land within a Florida Department of Transportation Property acquired as Parcel 117 in F.P. No. 2516881. by O.R.B. 27644 at Page 4494 dated April 6. 2011; Tying In the SE % of Section 36, Township 53 South. Range 41 East and depicted in sheet 7 of F.D.O.T Right of Way Map for S.R. 836, Section 87200-000C. The F.D.O.T. Property consisting of a portion of Block 4, and its middle 10 foot alley. of Ake 8atdwin. Jenny M. Oxar and Charles E. Oxar Subdivision Amended, according to the plat thereof. as recorded In Plat Book 8, at Page 87. together with a portion of NW 1' Avenue, closed and vacated by the County Commission on July 7' 1908 in Minute Book C at Page 374. said portion of street lying westerly of the west line of said Block 4 and easterly of the Florida East Coast Railway Right of Way; all of the Pubtk Records of Miami Dade County, Florida; the parcel of land thereof. being more particularly described as follows: Commence at a point being 5.00 feet north of the SE corner of lot 8, as measured along the east line of said lot 8, in Block 4: thence run NO2.18.15"W along the east line of said Block 4 for a distance of 109.60 feet to the Point of Beginning of the hereinafter described parcel: thence run 587.43.29"W. along a line within lot 6 In said Block 4, for a distance of 18.00 feet to the point of intersection with a line tying 18.00 feet westerly of and parallel with the east line of said Block 4; thence run NO2.18'1S1W. along the last intersected parallel line, for a distance of 18.00 feet to the point of Intersection with a line lying 16.68 feet southerly of and parallel with the southerly face, and its extensions. of an existing building within said Block 4; thence run 587•43'29'W, along the last described parallel line, for a distance of 272.83 feet to the point of Intersection with a line lying 25.00 feet easterly of the westerly property line of said Parcel 117, as measured along the westerly extension of the southerly face of said Building; thence run perpendicular NO2.16'31"W. along the last intersected line, for a distance of 16.68 feet to the point of Intersection with the westerly extension of southerly face of sold existing building within said Block 4; thence run perpendicular N87.43'29"E, along the last intersected line and southerly face of said building. for a distance of 290.82 feet to the point of intersection with the east line of said Block 4; thence run S02.18' 15•E, along the east line of said Block 4. for a distance of 34.68 feet to the Point of Beginning. Containing an area of 5,175 square feet, more or less. ASSESSORS PARCEL NUMBERS As per survey, the subject is recognized as Tax Assessor's parcel numbers: 01-3136-009-0420 HISTORY OF TITLE & OWNERSHIP Ownership of the subject is currently vested in the name of Omni Redevelopment District Community Redevelopment Agency with mailing address of 1401 N Miami Avenue, Miami, FL 33136. Omni Redevelopment District Community Redevelopment Agency acquired the subject from School Board Of Miami -Dade County, as Grantor, on February 15, 2011 for $3,100,101 or $34.95 per square foot. The transfer was recorded in O. R. Book 327588 at Page 1942 of the Miami - Dade County public records. A copy of the most recent deed is included in the addenda. The lot that was owned by the F.D.T.O. which is the adjacent south parcel, was quit claim deeded to OMNI for parking purpose on 04/22/2015 by the F.D.T.O. The transfer was recorded in O. R. Book 29595 at Page 3591 of the Miami -Dade County public records. A copy of the most recent deed is also included in the addend According to the public records there has been no recorded transfers of ownership in the last 3 years. DEUTSCHE VALUATIONS RESIDENTIAL AND COMMERCIAL Real Estate Appraisers : Signage - Miami Entertainment Center) Attachment: 13909 Exhibit A Packet Pg. 42 1.2.a PROPERTY OVERVIEW 50 NW 1 4th Street Miami, FL 33136 PROPERTY INFORMATION Folio: 01-3136-009-0420 Owner: Omni Redevelopmet District Community Redevelopment Agency Total Size: ±88,700 SF Size of Parcel: ± 1.95 Acres Zoning: D1; T3 0 : Signage - Miami Entertainment Center) 01 O 0) Attachment: 13909 Exhibit A 2 Packet Pg. 43 CONCEPTUAL DESIGN VIEW EASTBOUND Exhibit "B-1" Depiction of Premises and Signs 1.2.a Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 45 CONCEPTUAL DESIGN (coNT.) VIEW WESTBOUND Exhibit "B-1" Depiction of Premises and Signs 1.2.a Attachment: 13909 Exhibit A (13909 : Signage - Miami Entertainment Center) Packet Pg. 46 1.2.b CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Humberto Gonzalez DATE: March 15, 2023 Executive Director OMNI CRA Annie Perez, CPPO Director/Chief Procurement Officer Procurement Department SUBJECT: Findings Memo for the accessing of the Adrianne Arsht Center Solicitation for On Premise Digital Media Program c. REFERENCES: Solicitation Documents Background: On December 3, 2020, the Adrienne Arsht Center Trust Inc. ("Adrienne Arsht"), issued an Invitation for Bid to New Tradition Media ("New Tradition"), and Orange Barrel Media, LLC ("Orange Barrel") to obtain proposals from experienced and qualified firms for the provision of On Premise Digital Media Program (see Exhibits A & B) following the Procurement Policy as stated in the Operating and Management Agreement, which was approved by Board of County Commissioners (see Exhibit C). The Bids were due January 15, 2021, both New Tradition, and Orange Barrel submitted Proposals (see Exhibits D & E). These Proposals were reviewed and evaluated on January 27, 2021, per the Evaluation Results provided by Adrienne Arsht (see Exhibit F). On February17, 2021 Adrienne Arsht sent out letters to New Tradition, and Orange Barrel informing them both of the review and consideration of the proposal and notification to Orange Barrel of formal contract negotiations (see Exhibits G & H). Before an agreement was reached with Orange Barrel, Adrienne Arsht contacted Assistant County Attorney Monica Rizo to address the relationship between Orange Barrel and the potential provision and management of digital media screens around the Arsht Center (see Exhibit I). The License Agreement ("Agreement") between Adrianne Arsht and Orange Barrel was signed September 29, 2021 (see Exhibit J). This agreement requires no capital commitment from Adrianne Arsht and Orange Barrel assumes all the compliance and responsibility. Additionally, pursuant to Section 2 of said Agreement, the Agreement may be terminated if the License fee commencement date does not occur within eighteen (18) months following the effective date of the Agreement. Recommendation: The methods used by Adrienne Arsht mirrors the City of Miami Procurement Code ("Code") Section 18- 86 titled Competitive Negotiations/Competitive Sealed Proposals, and Section 18-111 titled Contracts with other governmental entities. Therefor, the OMNI CRA may access this Agreement if it is in its best interest. APPROVED: Humberto Gonzalez Executive Director, OMNI CRA AP:ejf /2, L(2O2 J Date 1 c: George K. Wysong III, Division Chief, General Government and Land Use Division, City Attorney's Office Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Procurement Packet Pg. 47 Client#: 53546 ORANGBARR ACORD[. CERTIFICATE OF LIABILITY INSURANCE DATE (Mr 3/16/2023 1.2.c PRODUCER AssuredPartners of Ohio, LLC 285 Cozzins St Columbus, OH 43215 INSURED THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). CONTACT Dorothy Piehl Orange Barrel Media, LLC 250 N. Hartford Avenue Columbus, OH 43222 FAX (NC, No): 614 224-0732 E-MAIL Doroth Piehl assured artners.com ADDRESS: Y• P PHONE 614 224-0772 (A/C, No, Ext): INSURER(S) AFFORDING COVERAGE INSURER A : Citizens Insurance Co of America INSURER B : Hanover Insurance Company INSURER c : Travelers Casualty & Surety Company INSURER D : Allmerica Financial Benefit Insurance NAIC # 31534 22292 19038 41840 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE NSRL WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Z7WH88136401 01/01/2023 01/01/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR PREMISES (EO a RENTED $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE X LIMIT APPLIES PRO - JECT PER: LOC PRODUCTS - COMP/OPAGG $2,000,000 $ D AUTOMOBILE X X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY AWWH88140801 01/01/2023 01/01/2024 Eaaaccident) INGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE U7WH88136601 01/01/2023 01/01/2024 EACH OCCURRENCE $9,000,000 AGGREGATE $9,000,000 DED X RETENTION $0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A WHWH82705501 OHIO STOP GAP 01/01/2023 01/01/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE- EA EMPLOYEE $1,000,000 E.L. DISEASE- POLICY LIMIT $1,000,000 C Professional Liab 107752882 01/01/2023 01/01/2024 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Verification of Insurance CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Attachment: 13909 Backup (13909 : Signage - Miami Entertainment Center) ACORD 25 (2016/03) 1 of 1 #S317241/M153926 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD JMCGR Packet Pg. 48 Client#: 53546 ORANGBARR ACORD[. CERTIFICATE OF LIABILITY INSURANCE DATE (Mr 3/16/2023 1.2.c PRODUCER AssuredPartners of Ohio, LLC 285 Cozzins St Columbus, OH 43215 INSURED THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). CONTACT Dorothy Piehl Orange Barrel Media, LLC 250 N. Hartford Avenue Columbus, OH 43222 FAX (NC, No): 614 224-0732 E-MAIL Doroth Piehl assured artners.com ADDRESS: Y• p PHONE 614 224-0772 (A/C, No, Ext): INSURER(S) AFFORDING COVERAGE INSURER A : Citizens Insurance Co of America INSURER B : Hanover Insurance Company INSURER c : Travelers Casualty & Surety Company INSURER D : Allmerica Financial Benefit Insurance NAIC # 31534 22292 19038 41840 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE NSRL WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Z7WH88136401 01/01/2023 01/01/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR PREMISES (EO a RENTED $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE X LIMIT APPLIES PRO - JECT PER: LOC PRODUCTS - COMP/OPAGG $2,000,000 $ D AUTOMOBILE X X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY AWWH88140801 01/01/2023 01/01/2024 Eaaaccident) INGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE U7WH88136601 01/01/2023 01/01/2024 EACH OCCURRENCE $9,000,000 AGGREGATE $9,000,000 DED X RETENTION $0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A WHWH82705501 OHIO STOP GAP 01/01/2023 01/01/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE- EA EMPLOYEE $1,000,000 E.L. DISEASE- POLICY LIMIT $1,000,000 C Professional Liab 107752882 01/01/2023 01/01/2024 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Verification of Insurance CERTIFICATE HOLDER CANCELLATION Omni Community Redevelopment Agency / CRA 1401 N Miami Ave 2nd Floor Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Attachment: 13909 Backup (13909 : Signage - Miami Entertainment Center) ACORD 25 (2016/03) 1 of 1 #S317242/M153926 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD JMCGR Packet Pg. 49 OMNI Board of Commissioners Meeting April 27, 2023 1.3 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Alex Diaz de la Portilla Date: April 25, 2023 and Members of the CRA Board From:H. Bert Gonzalez Executive Director File: 13912 Subject: Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC Enclosures: 13912 Resolution Modification Request 13912 OMNI CRA TIF Proposal BACKGROUND: The Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2010 CRA Redevelopment Plan ("Plan"). 1900 BISCAYNE PROPERTY OWNER LLC (the "Developers") submitted a request for tax increment rebate to underwrite a portion of the costs to develop a mixed -use project (the "Project") on an assemblage located generally at 1900 Biscayne Boulevard, Miami, FL and comprised of twelve property folios within the Redevelopment Area. The Developers have joint ventured to develop Edgewater Collective. Located at 2000 and 1900 Biscayne Blvd, Edgewater Collective will be comprised of three towers including 1,299 rental units with ultramodern finishes, 18,500 SF of retail space on the ground floor, and a multi -level parking garage, elevating units to have unobstructed views of Biscayne Bay. The project will also feature a suite of first-class amenities, including outdoor pools and sun decks, a largescale co -working space with Zoom rooms, a podcast-recording room, yoga, and fitness studios, and more. In order to deliver the proposed Project, inclusive of the 130 affordable units, the Developers are seeking financial support from the Omni CRA. The Developer is requesting a rebate of 95% of the available TIF generated by the project to be paid upon substantial completion of the Project as evidenced by the Project's receipt of a temporary certificate of occupancy or certificate of occupancy, subject to a covenant being recorded on the Property restricting rents on not less than 10% of the Project's dwelling units through 2030, or 2047 if the life of the CRA is extended through such date, at rents serving households earning not less than 60% of AMI and not more than 100% of AMI. This amount represents a present value amount of $35.0 million over the remaining anticipated life of the CRA through 2047. JUSTIFICATION: The 2010 Redevelopment Plan on page 41, Section C-2 lists the objective of the CRA to, "Provide incentives for the development of a variety of housing choices, including affordable, special needs and a workforce housing." Additionally, on page 41, Section C titled, Variety of Packet Pg. 50 1.3 Housing", subsection D-3 specifically states the "Provision of incentives for the construction of new housing to attract downtown workers." The proposal is also consistent with Section D of the plan on page 42 Section D stating CRA objectives as "Improvements to the Public Realm" and "to enhance the areas' visual attractiveness to businesses and residents." This project is consistent with Florida Statute 163 and also the goals and objectives of the 2010 Omni CRA Redevelopment Plan. RECOMMENDATION: In light of the above -mentioned background information and the CRA's identified objectives in the CRA's plan to reduce slum and blight, and in consideration of the Executive Director's pledge to allocate grant funding to further the plan and activate the area, an approval of the resolution is recommended. City of Miami Page 2 of 4 File ID: 13912 (Revision: A) Printed On: 4/25/2023 Packet Pg. 51 1.3 Trak Omni_ C R A City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 13912 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") RESCINDING CRA RESOLUTION CRA-R-22-0019, ADOPTED ON JUNE 9, 2022, RELATED TO THE APPROVAL OF A TAX INCREMENT FINANCE ("TIF") REBATE TO K-P 1900 BISCAYNE JV, LLC, FOR A MIXED -USE AND MIXED -INCOME PROJECT KNOWN AS "EDGEWATER COLLECTIVE" FOR THE DEVELOPMENT OF PROPERTY GENERALLY LOCATED AT 1900 BISCAYNE BOULEVARD, MIAMI, FLORIDA, AND AUTHORIZING THE CRA TO REBATE TO 1900 BISCAYNE PROPERTY OWNER LLCA DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), THE TAX INCREMENT FINANCE ("TIF") REVENUES GENERATED ONLY FROM THE DEVELOPMENT BY THE DEVELOPER OF THE PROJECT IN AN AMOUNT NOT TO EXCEED 95% OF THE TIF COLLECTED FROM THE PROJECT ANNUALLY, PAYMENT BEING UPON SUBSTANTIAL COMPLETION OF THE PROJECT RECEIVING A CERTIFICATE OF OCCUPANCY OR TEMPORARY CERTIFICATE OF OCCUPANCY, SUBJECT TO THE RENTS FOR NOT LESS THAN 10% OF THE PROJECT'S DWELLING UNITS BEING RESTRICTED UNTIL 2030, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047, AT RENTS SERVING HOUSEHOLDS EARNING NOT LESS THAN 60% OF AREA MEDIAN INCOME (AMI) AND NOT MORE THAN 100% OF AMI; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN ACCORDANCE WITH THIS RESOLUTION. WHEREAS, on June 9, 2022, the Omni Redevelopment District Community Redevelopment Agency ("CRA") as part of its efforts to beautify the OMNI Community Redevelopment District approved OMNI CRA Resolution CRA-R-22-0019, on June 9, 2022, (the "Prior Resolution"), which authorized a rebate to K-P 1900 Biscayne JV, LLC, (the "Prior Developer"), of the tax increment finance ("TIF") revenues generated only from the development by the Developer of the Edgewater Collective Development (the "Project") located at 1900 Biscayne Boulevard, Miami, Florida, in an amount not to exceed 95% of the TIF collected from the Project annually payment being upon substantial completion of the project receiving a certificate of occupancy or temporary certificate of occupancy until 2030, or until 2047, if the life of the CRA is extended to 2047; and WHEREAS, pursuant to the Prior Resolution, the Executive Director was authorized to negotiate and execute any and all necessary documents, all in a form acceptable to the General Counsel; and WHEREAS, 1900 Biscayne Property Owner LLC, (the "Developer"), is requesting that the CRA rescind the Prior Resolution and replace it with this new Resolution in order to provide the correct name of the Developer, from K-P 1900 Biscayne JV, LLC to 1900 Biscayne Property Owner LLC (the "Developer"); and City of Miami Page 3 of 4 File ID: 13912 (Revision: A) Printed On: 4/25/2023 Packet Pg. 52 1.3 WHEREAS, the CRA agrees to rescind and replace the Prior Resolution to provide for the correct name of the Developer from K-P 1900 Biscayne JV, LLC to 1900 Biscayne Property Owner LLC, and except for the change of the name of the Developer affirms the approval of the rebate of the TIF for the Project as provided in the prior Resolution as set forth herein; and WHEREAS, the CRA Board finds that the approval of this Resolution is consistent with the requirements of Chapter 163, Part III, Florida Statutes, the provisions of the Omni Redevelopment District Community Redevelopment Plan, is in the best interest of the residents and businesses within the CRA's boundaries, and serves a municipal and public purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The CRA hereby rescinds CRA Resolution CRA-R-22-0019, adopted June 9, 2022. Section 3. The Executive Director is authorized to provide the Developer with Tax Increment Finance Rebate from the Development TIF from the CRA in an amount not to exceed 95% per year until 2030, or 2047 if the life of the CRA is extended to 2047, to be paid upon substantial completion of the Project and the Project receiving a temporary certificate of occupancy or certificate of occupancy for the Project, subject to a covenant being recorded on the Property restricting rents for not less than 10% of the Project's dwelling units until 2030, or 2047 if the current life of the CRA is extended through such date, to underwrite a portion of the costs associated with the mixed use development Project located at 2000 Biscayne Boulevard, Miami, Florida. Section 4. The Executive Director is further authorized to negotiate and execute any and all documents, all in a form acceptable to general counsel, for the purposes stated herein. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL City of Miami Page 4 of 4 File ID: 13912 (Revision: A) Printed On: 4/25/2023 Packet Pg. 53 1.3.a ATTORNEYS SMGQLAW.cOM April 18, 2023 Via E-mail to: HuGonzalez@miamigov.com Mr. Humberto Gonzalez, Executive Director Omni Community Redevelopment Agency 1401 N. Miami Avenue, 2nd Floor Miami, FL 33136 Re: Request for Modification to Resolutions No. CRA-R-22-0019 and CRA-R-22-0020 Dear Mr. Gonzalez: Our firm represents 2000 Biscayne Fee Owner LLC ("2000 Biscayne") and 1900 Biscayne Property Owner LLC ("1900 Biscayne"). 2000 Biscayne and 1900 Biscayne the owners of land assemblages located at 2000 Biscayne Boulevard and 1900 Biscayne Boulevard within the boundaries of the Omni CRA (the "CRA"). On June 9th, 2022, the Omni CRA Board ("Board") approved the above -captioned resolutions authorizing the CRA's executive director to negotiate a tax increment incentive agreement subject to approval as to legal form and correctness by CRA counsel. The adopted resolutions authorized the negotiation of an incentive agreement with the joint venture entities for each project — KP- 2000 Biscayne JV LLC and K-P 1900 Biscayne JV LLC. Given that the record property owners of the parcels which are the subject to the authorized incentive agreements are not the joint venture entities, we would respectfully request that the Board modify the above captioned resolutions as follows: • Resolution CRA-R-22-0019 — Revise said resolution to authorize the execution of an agreement between the CRA and 1900 Biscayne Property Owner LLC in lieu of K-P 1900 Biscayne JV LLC previously identified in the adopted resolution; and • Resolution CRA-R-22-0020 - Revise said resolution to authorize the execution of an agreement between the CRA and 2000 Biscayne Fee Owner LLC in lieu of K-P 2000 Biscayne JV LLC previously identified in the adopted resolution. We appreciate your assistance with this matter and look forward to the Board's favorable consideration of this request. Respectfully submitted, Javier E. Fernandez, Esq. For the Firm Attachment: 13912 Resolution Modification Request (13912 : Rescind CRA-R-22-0019 -1900 Biscayne Property Owner LLC) SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO, LLP SMGQLAW.COM 1200 BRICKELL AVENUE. SUITE 950. MIAMI. FL 33131 I TEL: 305.377.1000 FAX: 8 Packet Pg. 54 1.3.b 1900 - 2000 BISCAYNE BLVD - M4 , Edgewater Collective Project - CRA TIF Proposal June 17, 2021 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) 1 Packet Pg. 55 Edgewater Collective — TIF Proposal 1.3.b PROJECT OVERVIEW PTM Partners and Kushner (collectively, "Developer") have joint ventured to develop Edgewater Collective. Located at 2000 and 1900 Biscayne Blvd, Edgewater Collective will be comprised of three towers including 1,299 rental units with ultramodern finishes, 18,500 SF of retail space on the ground floor, and a multi -level parking garage, elevating units to have unobstructed views of Biscayne Bay. The project will also feature a suite of first-class amenities, including outdoor pools and sun decks, a large- scale co -working space with Zoom rooms, a podcast-recording room, yoga, and fitness studios, and more. Ideally located in the center of Miami's Urban Core, Edgewater Collective is nestled between the performing Arts District, Edgewater and Wynwood with direct access to 1-95, 1-395 and 1-195, and minutes from destinations such as Miami Beach and the Brickell Corridor. Other community benefits and enhancements include: • Affordable Housing - The Developer, in partnership with the Omni CRA, proposes to designate a percentage of the units as affordable housing. These would be available to qualifying renters between 60°/o to 100% of Miami -Dade County AMI. • Public Improvements - The creation of winding public spaces and new, curated retail will create a "Town Center" for the Edgewater neighborhood. • Public Paseo - This network of ground -level public corridors will feature retail, outdoor markets, programming, and public art. • Long -Term and Short -Term Job Creation - With construction spanning 4+ years, Edgewater Collective is anticipated to create approximately 1,500 construction jobs and 750 permanent direct jobs once fully operational, as well as 200 indirect jobs. • Art Partnerships - Edgewater Collective is being developed with many varied opportunities for local art partnerships at all scales. These include interactive art installations during construction on Biscayne Boulevard, art installations in the fully activated Paseo, and rotating art installations inside the building. The Developer expects to obtained final building permit approval and commence construction within the next few months. 2 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) Packet Pg. 56 Edgewater Collective — TIF Proposal 1.3.b ALIGNMENT WITH CRA VISION Consistent with the CRA's mission, the development will achieve the following goals: (1) Enhance the quality of life of current neighborhood residents: • The entire frontage along Biscayne Boulevard, inclusive of the paseo, will be dedicated to ground floor aruVretail and community space for the entire neighborhood. The design includes 18,500+ square feet of retail space, intended for tenants that will be carefully curated tocomplement the current neighborhood offerings and will serve as a "Town Center" for the Edgewater neighborhood. • The Developers have assembled a world -class team of architects and design professionals who have conceptualized a campus development design including three building structures and spanning two city blocks. This design will not only complement the surrounding developments, but it is also aesthetically innovative and will elevate the neighborhood. All common areas, including the paseos, have been meticulously designed to engage with the walking public. As part of the project, the Developers will also be making a significant direct investment in ground level landscaping, walkways, sidewalks, and road improvements for the direct benefit of the neighborhood. (2) Activate the surrounding area: • The development will add 1,299 for -rent units to a previously vacant and under -improved section ofthe neighborhood, thereby adding to the neighborhood's energy and density. The nearly $400,000,000+ private investment will also have a significant impact on the tax base of the Omni CRA district. • The creation of a public paseo throughout the development campus will revitalize the immediate area and serve as a "bridge" to connect the Arts & Entertainment District to the broader Edgewater neighborhoods. 3 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) Packet Pg. 57 Edgewater Collective — TIF Proposal 1.3.b (3) Encourage the creation of housing attainable to all: • As part of the commitment to the neighborhood and the CRA's mission to foster affordability for tenants, the Developers are offering to restrict the maximum rents on 130 units (10% of the total unit count) as follows: - 60% of AMI for 26 units - 80% of AMI for 52 units - 100% of AMI for 52 units These rent -restricted units will be spread across the project's studios, 1-bedroom, 2-bedroom, and 3-bedroom units as detailed in the below table: Unit Type Number of Units 60°/a AMI 80% AMI 100% AMI Studio 25 5 10 10 1 Bedroom 62 12 25 25 2 Bedroom 38 8 15 15 3 Bedroom 5 1 2 2 Total 130 26 52 52 • As market rents in the neighborhood continue to rise at a faster rate than for the broader Miami market (as they are expected to, given the exponential growth of the area), these rent -restricted units will remain accessible and available for affordable tenants. The Developers are proposing to maintain these rent -restricted units through 2047 plus any additional extensions of the CRA. It is important to note that the Edgewater Collective project would be the first project within the OMNI CRA to comply with the recently adopted City Ordinance that defined "affordable housing" as being offered to residents with household incomes at 100% AMI or below. • The Developer understands the urgency in addressing the housing affordability need and would like to enhance the success of the offering by prioritizing the availability of the some of the subsidized units to residents that work in public service including police officers, teachers, healthcare workers, fire fighters, etc. OTHER IMPORTANT PROJECT CONSIDERATIONS Edgewater Collective is being delivered with an environmentally sustainable building program with a particular focus on resiliency while meeting Florida Green Building standards. The project is being built as of right, inclusive of the full parking requirements and with no variances from Miami 21. Finally, retail, and commercial leasing opportunities within the project will focus on locally and regionally owned and operated businesses. 4 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) Packet Pg. 58 1.3.b CRA PROPOSAL In order to deliver the proposed Project, inclusive of the 130 affordable units, the Developers are seeking financial support from the Omni CRA. The Developer is requesting a rebate of 95% of the available TIF generated by the project. This amount represents a present value amount of $35.0 million over the remaining anticipated life of the CRA through 2047. (Refer to Affordable Unit Mix and TIF Calculations) Edgewater Collective AFFORDABLE UNIT MIX Edgewater Collective Affordable Unit Mix Total Project Number of Affordable Units Maximum Rent # of Total % of Unit Type Units Avg SF 60% AMI 80% AMI 100% AMI Affordable Total 60% AMI 80% AMI 100% AMI Wtd Avg. 2000 Biscayne Studio 75 445 2 3 3 8 11% $960 $1,280 $1,600 $1,320 1-Bed 204 794 4 8 8 20 10% $1,029 $1,372 $1,715 $1,441 2-Bed 129 992 3 5 5 13 10% $1,234 $1,646 $2,058 $1,709 3-Bed 12 1,456 0 0 1 1 8% $1,426 $1,902 $2,964 $2,964 Subtotal 420 811 9 16 17 42 10% $1,082 $1,440 $1,869 $1,537 1900 Biscayne Studio 166 540 3 7 7 17 10% $960 $1,280 $1,600 $1,355 1-Bed 429 770 8 17 17 42 10% $1,029 $1,372 $1,715 $1,446 2-Bed 247 1,019 5 10 10 25 10% $1,234 $1,646 $2,058 $1,728 3-Bed 37 1,334 1 2 1 4 11% $1,426 $1,902 $2,964 $2,048 Subtotal 879 820 17 36 35 88 10% $1,100 $1,460 $1,826 $1,536 Total 1,299 817 26 52 52 130 10% $1,094 $1,454 $1,840 $1,536 %ofTotal 20% 40% 40% 100% 5 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) Packet Pg. 59 1.3.b Edgewater Collective TIF ANALYSIS Edgewater Collective TIF Calculations 95% CRA Fiscal Beginning Tax Estimated Tax Clawback Total Available % of Available Roll Year Year Roll Increment (35%) TIF TIF 2021 2022 $31,578,199 $0 $0 $0 $0 2022 2023 $32,525,545 $11,015 ($3,855) $7,160 $6,802 2023 2024 $33,501,311 $22,360 ($7,826) $14,534 $13,808 2024 2025 $144,506,351 $1,313,037 ($459,563) $853,474 $810,801 2025 2026 $281,841,541 $2,909,860 ($1,018,451) $1,891,409 $1,796,839 2026 2027 $309,090,104 $3,226,685 ($1,129,340) $2,097,345 $1,992,478 2027 2028 $416,362,807 $4,473,965 ($1,565,888) $2,908,077 $2,762,673 2028 2029 $468,466,715 $5,079,787 ($1,777,926) $3,301,862 $3,136,769 2029 2030 $482,520,717 $5,243,196 ($1,835,119) $3,408,077 $3,237,674 2030 2031 $496,996,338 $5,411,507 ($1,894,027) $3,517,479 $3,341,605 2031 2032 $511,906,229 $5,584,867 ($1,954,703) $3,630,164 $3,448,655 2032 2033 $527,263,415 $5,763,428 ($2,017,200) $3,746,228 $3,558,917 2033 2034 $543,081,318 $5,947,346 ($2,081,571) $3,865,775 $3,672,486 2034 2035 $559,373,757 $6,136,781 ($2,147,873) $3,988,908 $3,789,462 2035 2036 $576,154,970 $6,331,900 ($2,216,165) $4,115,735 $3,909,948 2036 2037 $593,439,619 $6,532,872 ($2,286,505) $4,246,366 $4,034,048 2037 2038 $611,242,808 $6,739,873 ($2,358,955) $4,380,917 $4,161,871 2038 2039 $629,580,092 $6,953,084 ($2,433,579) $4,519,504 $4,293,529 2039 2040 $648,467,495 $7,172,691 ($2,510,442) $4,662,249 $4,429,137 2040 2041 $667,921,520 $7,398,887 ($2,589,610) $4,809,277 $4,568,813 2041 2042 $687,959,165 $7,631,869 ($2,671,154) $4,960,715 $4,712,679 2042 2043 $708,597,940 $7,871,840 ($2,755,144) $5,116,696 $4,860,861 2043 2044 $729,855,878 $8,119,010 ($2,841,653) $5,277,356 $5,013,489 2044 2045 $751,751,555 $8,373,595 ($2,930,758) $5,442,837 $5,170,695 2045 2046 $774,304,101 $8,635,818 ($3,022,536) $5,613,282 $5,332,618 2046 2047 $797,533,224 $8,905,907 ($3,117,068) $5,788,840 $5,499,398 Total $141,791,179 ($49,626,913) $92,164,266 $87,556,053 NPV Discount Rate 6% $34,911,935 Assumes project delivery in three phases; the first CO expected in 2023 second CO in 2024 and final CO in 2026. Anticipated increase to the tax base is $400 million 6 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) Packet Pg. 60 1.3.b BACKGROUND ON DEVELOPERS Kushner is a multi -generational real estate development and management firm headquartered in New York City. Kushner's diverse portfolio encompasses residential, commercial, retail, hospitality, and industrial properties, with 10.8 million square feet currently under development and 24,000 apartments under ownership across six states. Kushner's integrated team touches upon every step of the development and management process for their properties, creating an unparalleled and seamless experience for tenants, employees, and real estate partners. The principals of PTM Partners have collectively invested, developed, constructed, and managed more than $20 billion in global real estate. To date, PTM has raised over $165 million for Qualified Opportunity Zone (QOZ) investment and deployed over $120 million into QOZ development projects with a combined capitalization of over $600 million. The PTM team has directly executed over $2 billion worth of construction projects covering a broad range of mixed -use development projects in Florida, New Jersey, New York, and Washington, D.C., including: • Residential Apartments - 4,000 total units, including 800 currently under construction in Miami and Washington, D.C. • Hospitality - 1,043 guest rooms, 54,000 sf of meeting space, eight F&B venues, including most notably the 1 Hotel and Homes South Beach • Residential Luxury Condominiums - 600 total units with a sales value over $600 million • Commercial Office Space - 4 million square feet for high profile tenants including UBS, JP Morgan Chase, ISO, Knight Securities, Cigna, Bank of America, and McKinsey & Co. • Commercial Office Fit Out - 300,000 square feet for legal, consulting, and medical uses • Educational Facilities - Four projects totaling 60,000 square feet • Gym and Spa Facilities - Three projects totaling 48,000 square feet, most notably the first Bamford Spa in the United States and the first branded Spartan Gym • Retail/Restaurant - 300,000 square feet of ground floor retail/restaurant space in hospitality, office, and residential projects • Big Box Retail - Turn -key construction of four projects • Garages - Seven new build garage structures with over 5,000 spaces and a renovation of an 1,188 space garage 7 Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) Packet Pg. 61 1.3.b EXTERIOR DESIGN RENDERINGS 2000 BISCAYNE BLVD - MIAMI, FL 1900,..e<::.,�"`_ i..... ®me wok orodoctoio. . er Koef Cap Architecture arc Mena Decors, Inc. I e wok product mod not ea used kninaet me e. omen• of coa cat mrnneaoe and inianot Deapr. In--. r,.:�., Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) 8 Packet Pg. 62 1.3.b INTERIOR DESIGN RENDERINGS Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) 9 Packet Pg. 63 1.3.b Attachment: 13912 OMNI CRA TIF Proposal (13912 : Rescind CRA-R-22-0019 - 1900 Biscayne Property Owner LLC) 10 Packet Pg. 64 OMNI Board of Commissioners Meeting April 27, 2023 1.4 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Alex Diaz de la Portilla Date: April 25, 2023 and Members of the CRA Board From:H. Bert Gonzalez Executive Director File: 13913 Subject: Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC Enclosures: 13913 Resolution Modification Request 13913 OMNI CRA TIF Proposal BACKGROUND: The Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2010 CRA Redevelopment Plan ("Plan"). 2000 BISCAYNE FEE OWNER LLC (the "Developers") submitted a request for tax increment rebate to underwrite a portion of the costs to develop a mixed -use project (the "Project") located at 2000 Biscayne Boulevard, Miami, FL (Folio No. 01-3231-001-0120) within the Redevelopment Area (the "Property"). The Developers have joint ventured to develop Edgewater Collective. Located at 2000 and 1900 Biscayne Blvd, Edgewater Collective will be comprised of three towers including 1,299 rental units with ultramodern finishes, 18,500 SF of retail space on the ground floor, and a multi -level parking garage, elevating units to have unobstructed views of Biscayne Bay. The project will also feature a suite of first-class amenities, including outdoor pools and sun decks, a largescale co -working space with Zoom rooms, a podcast-recording room, yoga, and fitness studios, and more. In order to deliver the proposed Project, inclusive of the 130 affordable units, the Developers are seeking financial support from the Omni CRA. The Developer is requesting a rebate of 95% of the available TIF generated by the project to be paid upon substantial completion of the Project as evidenced by the Project's receipt of a temporary certificate of occupancy or certificate of occupancy, subject to a covenant being recorded on the Property restricting rents on not less than 10% of the Project's dwelling units through 2030, or 2047 if the life of the CRA is extended through such date, at rents serving households earning not less than 60% of AMI and not more than 100% of AMI. This amount represents a present value amount of $35.0 million over the remaining anticipated life of the CRA through 2047. JUSTIFICATION: The 2010 Redevelopment Plan on page 41, Section C-2 lists the objective of the CRA to, "Provide incentives for the development of a variety of housing choices, including affordable, special needs and a workforce housing." Additionally, on page 41, Section C titled, Variety of Packet Pg. 65 1.4 Housing", subsection D-3 specifically states the "Provision of incentives for the construction of new housing to attract downtown workers." The proposal is also consistent with Section D of the plan on page 42 Section D stating CRA objectives as "Improvements to the Public Realm" and "to enhance the areas' visual attractiveness to businesses and residents." This project is consistent with Florida Statute 163 and also the goals and objectives of the 2010 Omni CRA Redevelopment Plan. RECOMMENDATION: In light of the above -mentioned background information and the CRA's identified objectives in the CRA's plan to reduce slum and blight, and in consideration of the Executive Director's pledge to allocate grant funding to further the plan and activate the area, an approval of the resolution is recommended. City of Miami Page 2 of 4 File ID: 13913 (Revision: A) Printed On: 4/25/2023 Packet Pg. 66 1.4 Trak Omni_ C R A City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 13913 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") RESCINDING CRA RESOLUTION CRA-R-22-0020, ADOPTED ON JUNE 9, 2022, RELATED TO THE APPROVAL OF A TAX INCREMENT FINANCE ("TIF") REBATE TO K-P 2000 BISCAYNE JV, LLC, FOR A MIXED -USE AND MIXED -INCOME PROJECT KNOWN AS "EDGEWATER COLLECTIVE" FOR THE DEVELOPMENT OF PROPERTY GENERALLY LOCATED AT 2000 BISCAYNE BOULEVARD, MIAMI, FLORIDA,AUTHORIZING THE CRA TO REBATE TO K-P 2000 BISCAYNE JV LLC, A DELAWARE LIMITED LIABILITY COMPANY ("DEVELOPER"), THE TAX INCREMENT FINANCE ("TIF") REVENUES GENERATED ONLY FROM THE DEVELOPMENT BY THE DEVELOPER OF THE PROJECT IN AN AMOUNT NOT TO EXCEED 95% OF THE TIF COLLECTED FROM THE PROJECT ANNUALLY, PAYMENT BEING UPON SUBSTANTIAL COMPLETION OF THE PROJECT RECEIVING A CERTIFICATE OF OCCUPANCY OR TEMPORARY CERTIFICATE OF OCCUPANCY, SUBJECT TO THE RENTS FOR NOT LESS THAN 10% OF THE PROJECT'S DWELLING UNITS BEING RESTRICTED UNTIL 2030, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047, AT RENTS SERVING HOUSEHOLDS EARNING NOT LESS THAN 60% OF AREA MEDIAN INCOME (AMI) AND NOT MORE THAN 100% OF AMI; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN ACCORDANCE WITH THIS RESOLUTION. WHEREAS, on June 9, 2022, the Omni Redevelopment District Community Redevelopment Agency ("CRA") as part of its efforts to beautify the OMNI Community Redevelopment District approved OMNI CRA Resolution CRA-R-22-0020 (the "Prior Resolution"), which authorized the rebate to K-P 2000 Biscayne JV, LLC, (the "Prior Developer"), the tax increment finance ("TIF") revenues generated only from the development by the Developer of the Edgewater Collective Development (the "Project") located at 2000 Biscayne Boulevard, Miami, Florida, in an amount not to exceed 95% of the TIF collected from the Project annually payment being upon substantial completion of the project receiving a certificate of occupancy or temporary certificate of occupancy until 2030, or until 2047, if the life of the CRA is extended to 2047; and WHEREAS, pursuant to the Prior Resolution, the Executive Director was authorized to negotiate and execute any and all necessary documents, all in a form acceptable to the General Counsel; and WHEREAS, 2000 Biscayne Fee Owner, LLC (the "Developer") is requesting that the CRA rescind the Prior Resolution and replace it with this new Resolution in order to provide the correct name of the from K-P 2000 Biscayne JV, LLC to 2000 Biscayne Fee Owner, LLC; and WHEREAS, the CRA agrees to rescind and replace the Prior Resolution to provide for the correct name of the Developer from K-P 2000 Biscayne JV, LLC to 2000 Biscayne Fee City of Miami Page 3 of 4 File ID: 13913 (Revision: A) Printed On: 4/25/2023 Packet Pg. 67 Owner, LLC, and except for the change of the name of the Developer affirms the approval of the rebate of the TIF for the Project as provided in the Prior Resolution as set forth herein; and 1.4 WHEREAS, the CRA Board finds that the approval of this Resolution is consistent with the requirements of Chapter 163, Part III, Florida Statutes, the provisions of the Omni Redevelopment District Community Redevelopment Plan, is in the best interest of the residents and businesses within the CRA's boundaries, and serves a municipal and public purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The CRA hereby rescinds CRA Resolution CRA-R-22-0020, adopted June 9, 2022. Section 3. The Executive Director is authorized to provide the Developer with Tax Increment Finance Rebate from the Development TIF from the CRA in an amount not to exceed 95% per year until 2030, or 2047 if the life of the CRA is extended to 2047, to be paid upon substantial completion of the Project and the Project receiving a temporary certificate of occupancy or certificate of occupancy for the Project, subject to a covenant being recorded on the property restricting rents for not less than 10% of the Project's dwelling units until 2030, or 2047 if the current life of the CRA is extended through such date, to underwrite a portion of the costs associated with the mixed use development Project located at 2000 Biscayne Boulevard, Miami, Florida. Section 4. The Executive Director is further authorized to negotiate and execute any and all documents, all in a form acceptable to general counsel, for the purposes stated herein. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL City of Miami Page 4 of 4 File ID: 13913 (Revision: A) Printed On: 4/25/2023 Packet Pg. 68 SM G ATTORNEYS SMGQLAW.coM April 18, 2023 Via E-mail to: HuGonzalez@miamigov.com Mr. Humberto Gonzalez, Executive Director Omni Community Redevelopment Agency 1401 N. Miami Avenue, 2nd Floor Miami, FL 33136 Re: Request for Modification to Resolutions No. CRA-R-22-0019 and CRA-R-22-0020 Dear Mr. Gonzalez: Our firm represents 2000 Biscayne Fee Owner LLC ("2000 Biscayne") and 1900 Biscayne Property Owner LLC ("1900 Biscayne"). 2000 Biscayne and 1900 Biscayne the owners of land assemblages located at 2000 Biscayne Boulevard and 1900 Biscayne Boulevard within the boundaries of the Omni CRA (the "CRA"). On June 9th, 2022, the Omni CRA Board ("Board") approved the above -captioned resolutions authorizing the CRA's executive director to negotiate a tax increment incentive agreement subject to approval as to legal form and correctness by CRA counsel. The adopted resolutions authorized the negotiation of an incentive agreement with the joint venture entities for each project — KP- 2000 Biscayne JV LLC and K-P 1900 Biscayne JV LLC. Given that the record property owners of the parcels which are the subject to the authorized incentive agreements are not the joint venture entities, we would respectfully request that the Board modify the above captioned resolutions as follows: ■ Resolution CRA-R-22-0019 — Revise said resolution to authorize the execution of an agreement between the CRA and 1900 Biscayne Property Owner LLC in lieu of K-P 1900 Biscayne JV LLC previously identified in the adopted resolution; and ■ Resolution CRA-R-22-0020 - Revise said resolution to authorize the execution of an agreement between the CRA and 2000 Biscayne Fee Owner LLC in lieu of K-P 2000 Biscayne JV LLC previously identified in the adopted resolution. We appreciate your assistance with this matter and look forward to the Board's favorable consideration of this request. Respectfully submitted, Javier E. Fernandez, Esq. For the Firm 1.4.a Attachment: 13913 Resolution Modification Request (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO, LLP SMGQLAW.COM 1200 BRICKELL AVENUE, SUITE 950, MIAMI. FL 33131 TEL: 305.377.1000 FAX: 8 Packet Pg. 69 1.4.b 1900 - 2000 BISCAYNE BLVD - M4 , Edgewater Collective Project - CRA TIF Proposal June 17, 2021 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) 1 Packet Pg. 70 Edgewater Collective — TIF Proposal 1.4.b PROJECT OVERVIEW PTM Partners and Kushner (collectively, "Developer") have joint ventured to develop Edgewater Collective. Located at 2000 and 1900 Biscayne Blvd, Edgewater Collective will be comprised of three towers including 1,299 rental units with ultramodern finishes, 18,500 SF of retail space on the ground floor, and a multi -level parking garage, elevating units to have unobstructed views of Biscayne Bay. The project will also feature a suite of first-class amenities, including outdoor pools and sun decks, a large- scale co -working space with Zoom rooms, a podcast-recording room, yoga, and fitness studios, and more. Ideally located in the center of Miami's Urban Core, Edgewater Collective is nestled between the performing Arts District, Edgewater and Wynwood with direct access to 1-95, 1-395 and 1-195, and minutes from destinations such as Miami Beach and the Brickell Corridor. Other community benefits and enhancements include: • Affordable Housing - The Developer, in partnership with the Omni CRA, proposes to designate a percentage of the units as affordable housing. These would be available to qualifying renters between 60°/o to 100% of Miami -Dade County AMI. • Public Improvements - The creation of winding public spaces and new, curated retail will create a "Town Center" for the Edgewater neighborhood. • Public Paseo - This network of ground -level public corridors will feature retail, outdoor markets, programming, and public art. • Long -Term and Short -Term Job Creation - With construction spanning 4+ years, Edgewater Collective is anticipated to create approximately 1,500 construction jobs and 750 permanent direct jobs once fully operational, as well as 200 indirect jobs. • Art Partnerships - Edgewater Collective is being developed with many varied opportunities for local art partnerships at all scales. These include interactive art installations during construction on Biscayne Boulevard, art installations in the fully activated Paseo, and rotating art installations inside the building. The Developer expects to obtained final building permit approval and commence construction within the next few months. 2 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 71 Edgewater Collective — TIF Proposal 1.4.b ALIGNMENT WITH CRA VISION Consistent with the CRA's mission, the development will achieve the following goals: (1) Enhance the quality of life of current neighborhood residents: • The entire frontage along Biscayne Boulevard, inclusive of the paseo, will be dedicated to ground floor aruVretail and community space for the entire neighborhood. The design includes 18,500+ square feet of retail space, intended for tenants that will be carefully curated tocomplement the current neighborhood offerings and will serve as a "Town Center" for the Edgewater neighborhood. • The Developers have assembled a world -class team of architects and design professionals who have conceptualized a campus development design including three building structures and spanning two city blocks. This design will not only complement the surrounding developments, but it is also aesthetically innovative and will elevate the neighborhood. All common areas, including the paseos, have been meticulously designed to engage with the walking public. As part of the project, the Developers will also be making a significant direct investment in ground level landscaping, walkways, sidewalks, and road improvements for the direct benefit of the neighborhood. (2) Activate the surrounding area: • The development will add 1,299 for -rent units to a previously vacant and under -improved section ofthe neighborhood, thereby adding to the neighborhood's energy and density. The nearly $400,000,000+ private investment will also have a significant impact on the tax base of the Omni CRA district. • The creation of a public paseo throughout the development campus will revitalize the immediate area and serve as a "bridge" to connect the Arts & Entertainment District to the broader Edgewater neighborhoods. 3 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 72 Edgewater Collective — TIF Proposal 1.4.b (3) Encourage the creation of housing attainable to all: • As part of the commitment to the neighborhood and the CRA's mission to foster affordability for tenants, the Developers are offering to restrict the maximum rents on 130 units (10% of the total unit count) as follows: - 60% of AMI for 26 units - 80% of AMI for 52 units - 100% of AMI for 52 units These rent -restricted units will be spread across the project's studios, 1-bedroom, 2-bedroom, and 3-bedroom units as detailed in the below table: Unit Type Number of Units 60°/a AMI 80% AMI 100% AMI Studio 25 5 10 10 1 Bedroom 62 12 25 25 2 Bedroom 38 8 15 15 3 Bedroom 5 1 2 2 Total 130 26 52 52 • As market rents in the neighborhood continue to rise at a faster rate than for the broader Miami market (as they are expected to, given the exponential growth of the area), these rent -restricted units will remain accessible and available for affordable tenants. The Developers are proposing to maintain these rent -restricted units through 2047 plus any additional extensions of the CRA. It is important to note that the Edgewater Collective project would be the first project within the OMNI CRA to comply with the recently adopted City Ordinance that defined "affordable housing" as being offered to residents with household incomes at 100% AMI or below. • The Developer understands the urgency in addressing the housing affordability need and would like to enhance the success of the offering by prioritizing the availability of the some of the subsidized units to residents that work in public service including police officers, teachers, healthcare workers, fire fighters, etc. OTHER IMPORTANT PROJECT CONSIDERATIONS Edgewater Collective is being delivered with an environmentally sustainable building program with a particular focus on resiliency while meeting Florida Green Building standards. The project is being built as of right, inclusive of the full parking requirements and with no variances from Miami 21. Finally, retail, and commercial leasing opportunities within the project will focus on locally and regionally owned and operated businesses. 4 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 73 1.4.b CRA PROPOSAL In order to deliver the proposed Project, inclusive of the 130 affordable units, the Developers are seeking financial support from the Omni CRA. The Developer is requesting a rebate of 95% of the available TIF generated by the project. This amount represents a present value amount of $35.0 million over the remaining anticipated life of the CRA through 2047. (Refer to Affordable Unit Mix and TIF Calculations) Edgewater Collective AFFORDABLE UNIT MIX Edgewater Collective Affordable Unit Mix Total Project Number of Affordable Units Maximum Rent # of Total % of Unit Type Units Avg SF 60% AMI 80% AMI 100% AMI Affordable Total 60% AMI 80% AMI 100% AMI Wtd Avg. 2000 Biscayne Studio 75 445 2 3 3 8 11% $960 $1,280 $1,600 $1,320 1-Bed 204 794 4 8 8 20 10% $1,029 $1,372 $1,715 $1,441 2-Bed 129 992 3 5 5 13 10% $1,234 $1,646 $2,058 $1,709 3-Bed 12 1,456 0 0 1 1 8% $1,426 $1,902 $2,964 $2,964 Subtotal 420 811 9 16 17 42 10% $1,082 $1,440 $1,869 $1,537 1900 Biscayne Studio 166 540 3 7 7 17 10% $960 $1,280 $1,600 $1,355 1-Bed 429 770 8 17 17 42 10% $1,029 $1,372 $1,715 $1,446 2-Bed 247 1,019 5 10 10 25 10% $1,234 $1,646 $2,058 $1,728 3-Bed 37 1,334 1 2 1 4 11% $1,426 $1,902 $2,964 $2,048 Subtotal 879 820 17 36 35 88 10% $1,100 $1,460 $1,826 $1,536 Total 1,299 817 26 52 52 130 10% $1,094 $1,454 $1,840 $1,536 %ofTotal 20% 40% 40% 100% 5 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 74 1.4.b Edgewater Collective TIF ANALYSIS Edgewater Collective TIF Calculations 95% CRA Fiscal Beginning Tax Estimated Tax Clawback Total Available % of Available Roll Year Year Roll Increment (35%) TIF TIF 2021 2022 $31,578,199 $0 $0 $0 $0 2022 2023 $32,525,545 $11,015 ($3,855) $7,160 $6,802 2023 2024 $33,501,311 $22,360 ($7,826) $14,534 $13,808 2024 2025 $144,506,351 $1,313,037 ($459,563) $853,474 $810,801 2025 2026 $281,841,541 $2,909,860 ($1,018,451) $1,891,409 $1,796,839 2026 2027 $309,090,104 $3,226,685 ($1,129,340) $2,097,345 $1,992,478 2027 2028 $416,362,807 $4,473,965 ($1,565,888) $2,908,077 $2,762,673 2028 2029 $468,466,715 $5,079,787 ($1,777,926) $3,301,862 $3,136,769 2029 2030 $482,520,717 $5,243,196 ($1,835,119) $3,408,077 $3,237,674 2030 2031 $496,996,338 $5,411,507 ($1,894,027) $3,517,479 $3,341,605 2031 2032 $511,906,229 $5,584,867 ($1,954,703) $3,630,164 $3,448,655 2032 2033 $527,263,415 $5,763,428 ($2,017,200) $3,746,228 $3,558,917 2033 2034 $543,081,318 $5,947,346 ($2,081,571) $3,865,775 $3,672,486 2034 2035 $559,373,757 $6,136,781 ($2,147,873) $3,988,908 $3,789,462 2035 2036 $576,154,970 $6,331,900 ($2,216,165) $4,115,735 $3,909,948 2036 2037 $593,439,619 $6,532,872 ($2,286,505) $4,246,366 $4,034,048 2037 2038 $611,242,808 $6,739,873 ($2,358,955) $4,380,917 $4,161,871 2038 2039 $629,580,092 $6,953,084 ($2,433,579) $4,519,504 $4,293,529 2039 2040 $648,467,495 $7,172,691 ($2,510,442) $4,662,249 $4,429,137 2040 2041 $667,921,520 $7,398,887 ($2,589,610) $4,809,277 $4,568,813 2041 2042 $687,959,165 $7,631,869 ($2,671,154) $4,960,715 $4,712,679 2042 2043 $708,597,940 $7,871,840 ($2,755,144) $5,116,696 $4,860,861 2043 2044 $729,855,878 $8,119,010 ($2,841,653) $5,277,356 $5,013,489 2044 2045 $751,751,555 $8,373,595 ($2,930,758) $5,442,837 $5,170,695 2045 2046 $774,304,101 $8,635,818 ($3,022,536) $5,613,282 $5,332,618 2046 2047 $797,533,224 $8,905,907 ($3,117,068) $5,788,840 $5,499,398 Total $141,791,179 ($49,626,913) $92,164,266 $87,556,053 NPV Discount Rate 6% $34,911,935 Assumes project delivery in three phases; the first CO expected in 2023 second CO in 2024 and final CO in 2026. Anticipated increase to the tax base is $400 million 6 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 75 1.4.b BACKGROUND ON DEVELOPERS Kushner is a multi -generational real estate development and management firm headquartered in New York City. Kushner's diverse portfolio encompasses residential, commercial, retail, hospitality, and industrial properties, with 10.8 million square feet currently under development and 24,000 apartments under ownership across six states. Kushner's integrated team touches upon every step of the development and management process for their properties, creating an unparalleled and seamless experience for tenants, employees, and real estate partners. The principals of PTM Partners have collectively invested, developed, constructed, and managed more than $20 billion in global real estate. To date, PTM has raised over $165 million for Qualified Opportunity Zone (QOZ) investment and deployed over $120 million into QOZ development projects with a combined capitalization of over $600 million. The PTM team has directly executed over $2 billion worth of construction projects covering a broad range of mixed -use development projects in Florida, New Jersey, New York, and Washington, D.C., including: • Residential Apartments - 4,000 total units, including 800 currently under construction in Miami and Washington, D.C. • Hospitality - 1,043 guest rooms, 54,000 sf of meeting space, eight F&B venues, including most notably the 1 Hotel and Homes South Beach • Residential Luxury Condominiums - 600 total units with a sales value over $600 million • Commercial Office Space - 4 million square feet for high profile tenants including UBS, JP Morgan Chase, ISO, Knight Securities, Cigna, Bank of America, and McKinsey & Co. • Commercial Office Fit Out - 300,000 square feet for legal, consulting, and medical uses • Educational Facilities - Four projects totaling 60,000 square feet • Gym and Spa Facilities - Three projects totaling 48,000 square feet, most notably the first Bamford Spa in the United States and the first branded Spartan Gym • Retail/Restaurant - 300,000 square feet of ground floor retail/restaurant space in hospitality, office, and residential projects • Big Box Retail - Turn -key construction of four projects • Garages - Seven new build garage structures with over 5,000 spaces and a renovation of an 1,188 space garage 7 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 76 1.4.b EXTERIOR DESIGN RENDERINGS 2000 BISCAYNE BLVD - MIAMI, FL ili 9''I 08 ''''II1 liw 1906 ®me wok proaoctpiwla<e 6r%oe(Carp Architecture arc WiMw De[pn, Inc. of Kali Karp.,m.eaar< ommietw oeapn, in<.ire work product may not an use, nod m<expressed mitten aon,<n• of co • cot mrnn<acr<and Inlaid oeepr. In--. r,.:� 8 Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) Packet Pg. 77 1.4.b INTERIOR DESIGN RENDERINGS Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) 9 Packet Pg. 78 1.4.b Attachment: 13913 OMNI CRA TIF Proposal (13913 : Rescind CRA-R-22-0020 - 2000 Biscayne Fee Owner, LLC) 10 Packet Pg. 79 OMNI Board of Commissioners Meeting April 27, 2023 1.5 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Alex Diaz de la Portilla Date: April 25, 2023 and Members of the CRA Board From:H. Bert Gonzalez Executive Director File: 13914 Subject: RFP 992381 Wynwood Works - Megallan Housing Enclosures: 13914 CRA Extension Letter 13914 Wynwood Works Third Amendment 13914 Wynwood Works Finance Commitments BACKGROUND: It is recommended that the Board of Commissioners ("Board") of the Omni Redevelopment District Community Redevelopment Agency ("CRA") approve and adopt the attached resolution, with attachment(s), approving the closing of the Wynwood Works apartment complex ("Project") pursuant to Request for Proposal (RFP) 992381, Award Six Million Dollars ($6,000,000) worth of land for the development of the Project described in Plat Book "B" Page 107 2035-2037-2043 North Miami Avenue (the "Land") and project grant in the amount of Nine Million Nine Hundred Thousand Dollars ($9,900,000.00) ("CRA Grant Funds"). This item is to authorize a resolution of the Board, approving the closing of the Wynwood Works apartment complex pursuant to the Agreement for Development of Property dated as of November 5, 2020 ("Development Agreement") between the CRA and Wynwood Works, LLC, a Florida limited liability company ("Developer"), and authorizing the Executive Director to negotiate and executed all documents in a form acceptable to the General Counsel as necessary to effectuate the closing. JUSTIFICATION: On July 5th, 2019 the City of Miami's Department of Procurement ("Procurement") issued (RFP) 992381 on behalf of the CRA under full and open competition, for the of Development of Plat Book "B" Page 107 2035-2037-2043 North Miami Avenue. Proposers were required to meet all of the minimum qualification requirements established in the RFP in order to be deemed responsive. The Evaluation Committee ("Committee") appointed by the Executive Director met on October 26th, 2019 and evaluated three (3) of the responsive and responsible proposals following the stipulated guidelines in the solicitation. Pursuant to the RFP requirements, the Committee recommended that Procurement negotiate and execute a Development Agreement with Magellan Housing LLC, the highest -ranked Proposer. Pursuant to the resolution passed by the Board on September 24, 2020, the CRA and the Developer (an affiliate of Magellan Housing, LLC) executed the Development Agreement. Packet Pg. 80 1.5 Pursuant to the terms of the Development Agreement, the Developer is preparing to close on its construction financing for the Project. The CRA recommends the approval of the construction financing closing for the Project, the conveyance of the land described in the RFP to Wynwood Works MTZ, LLC, a Florida limited liability company ("Non -Profit") and subsequent conveyance of the land by the Non -Profit to the Developer, the granting of the CRA Grant Funds to the Non - Profit pursuant to a Non -Profit Grant Agreement for subsequent loaning of the CRA Grant Funds by the Non -Profit to the Developer and execution by the CRA of all of the documents necessary to effectuate the closing. FUNDING: $9,900,000.00 allocated from Omni CRA's 2020-2021 FY Budget, Series 2018 B Loan line item 14 and CRA's 10% Omni Affordable Housing Requirement line item 11. City of Miami Page 2 of 4 File ID: 13914 (Revision:) Printed On: 4/25/2023 Packet Pg. 81 1.5 Trak Omni_ C R A City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 13914 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") APPROVING CONVEYANCE OF LAND WORTH $6,000,000 ("LAND") AND GRANTING OF A $9,900,000 PROJECT GRANT ("CRA GRANT FUNDS") ALL IN CONNECTION WITH THE WYNWOOD WORKS APARTMENT COMPLEX AND THE RELATED AGREEMENT FOR DEVELOPMENT OF PROPERTY DATED AS OF NOVEMBER 5, 2020 ("DEVELOPMENT AGREEMENT") PURSUANT TO THE PROPOSAL RECEIVED ON SEPTEMBER 11, 2019 FROM MAGELLAN HOUSING, LLC ("MASTER DEVELOPER") PURSUANT TO REQUEST FOR PROPOSALS NO. 992381 FOR THE DEVELOPMENT OF PLAT BOOK "B" PAGE 107 WITH ADDRESSES OF 2035, 2037, AND 2043 NORTH MIAMI AVENUE, MIAMI, FLORIDA; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE THE CLOSING AND FUNDING DOCUMENTS AND ANY AND ALL OTHER DOCUMENTS NECESSARY, INCLUDING, BUT NOT LIMITED TO, ANY AGREEMENTS, DEEDS, AFFIDAVITS, COVENANTS, GRANT AGREEMENTS, REQUISITION APPROVALS, AMENDMENTS, RENEWALS, AND EXTENSIONS, IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, AND IN COMPLIANCE WITH ALL APPLICABLE REGULATIONS, AS MAY BE NECESSARY FOR SAID PURPOSE. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2010 Omni CRA Redevelopment Plan ("Plan"); and WHEREAS, page 41, Section C-2 of the Plan lists the objective of the CRA to "Provide incentives for the development of a variety of housing choices, including affordable, special needs and a workforce housing" as stated redevelopment objectives; and WHEREAS, the Plan on page 41, section D-2 also lists the objective of the CRA is to make "Improvements to the Public Realm" by "[enhancing] the areas' visual attractiveness to businesses and residents"; and WHEREAS, Section 4.4, D., C-4, at page 42 of the Plan list the elimination of conditions which contribute to blight and the provision of upward job mobility for residents as stated redevelopment objectives; and WHEREAS, on July 5, 2019 the City of Miami's Department of Procurement ("Procurement"), on behalf of the CRA, issued Request for Proposals ("RFP") No. 992381 for the development of Plat Book "B" Page 107 with addresses of 2035, 2037, and 2043 North Miami Avenue, Miami, Florida ("Properties"); and WHEREAS, Magellan Housing, LLC ("Master Developer") submitted a response to the RFP which was deemed to be the most responsive and responsible submittal by the City of Miami Page 3 of 4 File ID: 13914 (Revision:) Printed On: 4/25/2023 Packet Pg. 82 Executive Director; and 1.5 WHEREAS, pursuant to the resolution passed by the Board on September 24, 2020, the CRA and Wynwood Works, LLC, a Florida limited liability company (the "Developer") (an affiliate of the Master Developer) executed the Agreement for Development of Property dated as of November 5, 2020 (the "Development Agreement"). WHEREAS, pursuant to the terms of the Development Agreement, the Developer is preparing to close on its construction financing for the Project. WHEREAS, the Executive Director is requesting authority from the Board of Commissioners of the CRA to effectuate the conveyance of the land, the granting of the CRA Grant Funds and the construction financing closing contemplated in the Development Agreement and further negotiate the closing and funding documents and all other closing documents, extensions, and/or renewals, all in forms acceptable to the General Counsel, with the Developer; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Pursuant to the terms of the Development Agreement, the conveyance of the Land worth $6,000,000 to Wynwood Works MTZ, LLC, a Florida limited liability company ("Non -Profit") and subsequent conveyance of the Land by the Non -Profit to the Developer, the granting of the CRA Grant Funds to the Non -Profit pursuant to a Non -Profit Grant Agreement for subsequent loaning of the CRA Grant Funds by the Non -Profit to the Developer, is approved and authorized. Section 3. The Executive Director is authorized to negotiate and execute any and all closing and funding documents necessary, including, but not limited to, any agreement, deeds, affidavits, covenants, grant agreements, requisition approvals, amendments, renewals, and extensions, in forms acceptable to the CRA Counsel, and in compliance with applicable regulations, as may be necessary for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL City of Miami Page 4 of 4 File ID: 13914 (Revision:) Printed On: 4/25/2023 Packet Pg. 83 1.5.a Omni C1tA February 6, 2023 Nick Inaindar Wynwood Works, LLC c c/o Magellan Housing, LLCco 2100 Coral Way, Suite 405 x° Miami, FL 33145 cu Re: Closing Date Applicable to CRA agreement with Wynwood Works, LLC i to Y O The Agreement between the Omni Redevelopment District Community Redevelopment a Agency and Wynwood Works, LLC, for Development of Property with an effective of November ° 24th, 2020 (the "Original Agreement") as executed by and between the OMNI ;, REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body created pursuant to Section 163.356, Florida Statutes (the "CRA"), and M WYNWOOD WORKS, LLC, a Florida limited liability company (the "Developer"), as modified, cn is hereby administratively amended as follows: a w Dear Mr. Inamdar: Closint? Date. The first sentence of Section 13.1, "Closing," shall be amended to read as follows: The closing of the transaction (the "Closing") contemplated by this Agreement shall occur on the earlier of the following (the "Closing Date") (a) ten (10) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or (b) May 31, 2023. This modification of the CRA Agreement is in the best interest of the CRA, is consistent with the CRA's Redevelopment Plan, and is in the best interest of the residents and businesses within the CRA's boundaries. m 4- d J O y 4- w U Sincerely yours, ; h' Humberto Gonzalez 1 Executive Director Omni Redevelopment District Community Redevelopment Agency 1401 N Miami Avenue, 2nd Floor Miami, FL 33136 Omni Community Redevelopment Agency • Alex Diaz De La Portilla, Chairman H. Bert Gonzalez, Executive Director 1401 N. Miami Ave. Miami, FL 33136 • www.onmicra.ccm • 305.679.6868. 305.679.6870 Packet Pg. 84 1.5.b THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND WYNWOOD WORKS, LLC, FOR DEVELOPMENT OF PROPERTY This Third Amendment to the Agreement between the Omni Redevelopment District Community Redevelopment Agency and Wynwood Works, LLC, for Development of Property (this "Third Amendment") is made as of October 26, 2022, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), and WYNWOOD WORKS, LLC, a Florida limited liability company (the "Developer"). WITNESSETH: WHEREAS, the original agreement between the CRA and Developer for Development of Property is dated and effective as of November 24, 2020 (the "Original Agreement"); and WHEREAS, the CRA and the Developer amended the Agreement pursuant to that certain First Amendment to Agreement between the Omni Redevelopment District Community Redevelopment Agency and Wynwood Works, LLC, for Development of Property dated May 19, 2022; and WHEREAS, the CRA and the Developer amended the Agreement pursuant to that certain Second Amendment to Agreement between the Omni Redevelopment District Community Redevelopment Agency and Wynwood Works, LLC, for Development of Property dated June 23, 2022 (the "First Amendment, " "Second Amendment," and collectively with the Original Agreement, are hereafter referred to as the "Agreement"); and WHEREAS, pursuant to the Agreement, the Developer hcd until October 26, 2022 to obtain all financing commitments; and WHEREAS, because of circumstances beyond the Developer's control, the Developer and CRA now desire to enter into this Third Amendment in order to extend the time period for the Developer to obtain all financing commitments, up to and including December 31, 2022; and WHEREAS, the extension of the time periods for the Developer to obtain the financing commitments and will permit the Developer to construct the Project as provided for in the Agreement; and WHEREAS, the CRA Board finds that this Third Amendment is in the best interest of the CRA, is consistent with the CRA's Redevelopment Plan, and is in the best interest of the residents and businesses within the CRA's boundaries. Attachment: 13914 Wynwood Works Third Amendment (13914 : RFP 992381 Wynwood Works - MegaIlan Housing) Packet Pg. 85 1.5.b NOW THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, the CRA and the Developer agree as follows: 1. Incorporation of "Whereas" Clauses. The truth and accuracy of each "Whereas" clause set forth above is acknowledged and is incorporated herein as if set forth in its entirety. 2. Financing Period. Section 8, "Financing," of the Agreement is amended to provide for the Developer to obtain all applicable Financing sources and/or credits for the Project on or before December 31, 2022. 3. Miscellaneous. a. This Third Amendment may be executed in any number of counterparts, any one and all of which shall constitute the agreement of the parties and each of which shall be deemed an original. Except as provided herein, the Agreement is unmodified, in full force and effect and hereby ratified in every respect. b. In the event of any conflict between the terms of the Agreement and the terms of this Third Amendment, the tams of this Third Amendment shall control. Terms which are capitalized but not defined herein shall have the meanings given to such terms in the Agreement. c. Except as amended herein all other terms and conditions of the Agreement shall remain in full force and effect. [SIGNATURE PAGES TO FOLLOW] Page 2 of 4 Attachment: 13914 Wynwood Works Third Amendment (13914 : RFP 992381 Wynwood Works - MegaIlan Housing) Packet Pg. 86 1.5.b IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be esecuted by their undersigned officials as duly authorized. DEVELOPER; • WYNWOOD WORKS, LLC, a Florida limited liability company Print Name: D OYI I e f 11° h e rrr Print Name: }Qiiq 1't�� i1tt : WYNWOOD WORKS MANAGER, LLC, a orida limited liability company, its manager By: MAGELLAN HOUSING LLC, a Florida limited liab' 'ty company, its manager By: �I Ndcul A. Jnamdar, its Member ACKNOWLEDGMENT STATE OF FLORIDA ) COUNTY OF MARTIN ) THE FOREGOING INSTRUMENT was acknowledged before me by means of J physical presence or CI online notarization this 14 day of OettiAcf : 2022, by Nikul A. Inamdar as Member, of MAGELLAN HOUSING LLC, a Florida limited liability company, the manager of WYNWOOD WORKS MANAGER, LLC, a Florida limited liability company, manager of WYNWOOD WORKS, LLC, a Florida limited liability company, on behalf of the companies, who is personally known to me or who produced a identification. My Commission Expires: FRANCES LLORNOY Notary Pub$ 4tsta of Roads Commlaslon If GO ermS105 My Esping Atom 2 23 as Signal Notary Public, State of Florida Fr?yitio t tc p -1\Jt7 Printed Name of Notary Publid Page 3 of 4 Attachment: 13914 Wynwood Works Third Amendment (13914 : RFP 992381 Wynwood Works - MegaIlan Housing) Packet Pg. 87 1.5.b IN WITNESS WHER.EOF, the parties hereto have caused this Amendment to be executed by their undersigned officials as duly authorized. ATTEST: "CRA" OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City oflvflami, apublic agency and body corporate createdpursuant to Section 163.3 56, Florid{a�Statutes Todd of the Board By: Humberto Gonzalez, Execut4'e Directop) Date: I 013 I/ aega' APPROVED AS TO INSURANCE REQUIREMENTS Gomez Digitally signed by Gomez, Frank Frank Date: 2022.10.27 12:25:38-04'00' Ann -Marie Sharpe Director of Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: ictoria M General Counsel (GKW! 22-3025 - Wynwood Worts LLC - CRA - 3rd Amdt - fmae. rat. uohl 12/31/22) Page 4 of 4 Attachment: 13914 Wynwood Works Third Amendment (13914 : RFP 992381 Wynwood Works - MegaIlan Housing) Packet Pg. 88 1.5.c M ,GELLAN HOUSING December 30th, 2022 Humberto Gonzalez, Executive Director Omni Development District Community Redevelopment Agency 1401 N Miami Avenue, 2"1 Floor Miami, FL 33136 Re: Financing Commitments in the Agreement for Development of Property dated and effective as of November 24, 2020 (the "Original Agreement"), by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), and WYNWOOD WORKS, LLC, a Florida limited liability company (the "Developer"), as amended by that certain First Amendment to Agreement dated May 19, 2022, that certain Second Amendment to Agreement dated June 23, 2022, that certain letter from the CRA dated as of July 28, 2022, that certain letter from the CRA dated as of October 21, 2022, that certain Third Amendment to Agreement dated October 26, 2022, and that certain letter from the CRA dated as of November 18, 2022 (collectively with the Original Agreement, the "Agreement"). Dear Mr. Gonzalez: Pursuant to Section 8 of the Agreement, December 31, 2022, is the deadline for the Developer to obtain all applicable Financing sources and/or credits for the Project (as defined in the Agreement). In satisfaction of this requirement, attached, please find all financing commitments for Wynwood Works. • $6,000,000 OMNI-CRA Land Contribution (See Agreement) • $9,900,000 OMNI-CRA Financing Grant (See Agreement) • $30,000,000 Construction Bond/ $9,945,000 (Attachment 1) • $23,824,445 Partnership LIHTC Equity (Attachment 2) • $3,500,000 City of Miami GOB (Attachment 3) • $3,500,000 City of Miami NRD-1 (Attachment 4) Packet Pg. 89 1.5.c Sources of Funds: OMNI CRA - Land OMNI CRA - Grant Financial Analysis 4% LIHTC TEB & Mortgage • Private Placement Wynwod Works Construction permanert Tax Exempt Bonds Partnership UHTC Equity City of Miami - GOB City of Miami - NRD-1 Developer Fee Equity (deferred/waived) $ 6,000,000 $ 6,000,000 $ 9,900,000 $ 9,900,000 $ 30,000,000 $ 9,945,000 $ 3,573,666 $ 23,824,445 $ 3,500,000 $ 3,500,000 $ 3,500,000 $ 3,500,000 $ 8,302,616 , $ 4,733,691 TOTAL SOURCES $ 64,776,282 $ 61,403,136 Uses of Funds: Construction Bond Pre -Payment $ 12,349,460 'i $ Acquisition Costs ' $ 6,300,177 $ 6,270,000 Construction Costs $ 41,531,083 $ 41,531,083 Financing and Legal Costs ' $ 3,756,592 $ 3,756,592 Soft Costs Developer Fee Project Reserves $ 838,970 $ 838,970 $ $ 8,302,616 $ $ 703,875 TOTAL USES $ 64,776,282 $ 61,403,136 GAP/SURPLUS Sincerely yours, Nick Inamdar Wynwood Works, LLC c/o Magellan Housing, LLC 2100 Coral Way, Suite 405 Miami, FL 33145 Packet Pg. 90 1.5.c a N 0 x c as al a) 2 c L 0 0 0 c >, Attachment r ao M N 0, a o: 1 Attachment: 13914 Wynwood Works Finance Commitments Packet Pg. 91 1.5.c RBC Capital Markets' Housing Finance Authority of Miami -Dade County Multifamily Mortgage Revenue Bonds, Series 2022 (Wynwood Works) SUMMARY OF PRELIMINARY FINANCING ASSUMPTIONS DECEMBER 27, 2022 c N 0 x as as a) 2 This Summary of Preliminary Financing Assumptions (Summary) has been prepared for convenience of cn discussion and reference purposes only. This Summary is not an exhaustive description of the terms and 'e conditions that RBC Capital Markets, LLC (RBCCM or the Underwriter) may reasonably require and ° RBCCM reserves the right, in its sole discretion, to modem or supplement terms considered reasonable and -a customary for transactions of this nature. This Summary is not a commitment to underwrite bonds or a commitment to extend credit, make a loan or otherwise fund the bonds or project. Any transaction that results from this Summary is subject to credit, legal, risk and business approvals. Any commitment will only occur upon the negotiation of mutually agreeable terms and the completion of customary documentation and opinions. In the event of a conflict between this Term Sheet and transaction documents, the latter shall c govern. 6f d, a u_ Issue: Rating: Anticipated Closing Restrictions: Housing Finance Authority of Miami -Dade County, Florida $30,000,000* Multifamily Mortgage Revenue Bonds, Series 2022 (Wynwood Works) an M c a) E 0 U a) U c co I.L L O Method of Sale: Limited Public Offering Underwritten by RBC Capital Markets Financing: The Bonds are limited obligations of the Issuer payable solely from and equally and ratably secured by a pledge of (i) the revenues of the project which will be used to make payments due M on the mortgage loan, which payments will, in turn, be used to pay debt service on the Bonds, (ii) all interest of the Issuer provided for under the Mortgage Loan, the Note, the Loan Agreement (except for certain reserved rights), and the Land Use Restriction Agreement, (iii) the present and continuing right to receive, collect, or make claim for any moneys, income, revenue, Unrated The issue is expected to close in February- March, 2023 Minimum denominations of $250,000 and initial investor letter. A Limited Offering Memorandum will be prepared summarizing the transaction. The cover of the LOM will contain the following statement: EACH INITIAL PURCHASER OF THE BONDS WILL BE REQUIRED TO CERTIFY THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A OF THE SECURITIES ACT BY EXECUTING AND DELIVERING AN INVESTOR LETTER IN THE FORM ATTACHED TO THE LIMITED OFFERING MEMORANDUM.. THE BONDS MAY ONLY BE TRANSFERRED TO A FUTURE PURCHASER UPON DELIVERY TO THE TRUSTEE OF AN INVESTOR LETTER IN THE FORM DELIVERED BY THE INITIAL PURCHASER UPON CLOSING OF THE ISSUE. Packet Pg. 92 1.5.c Developer: profits and other amounts payable or receivable under the above referenced documents, (iv) all funds and accounts held by the Trustee under the Indenture and earnings thereon (other than moneys in the Rebate Fund or Cost of Issuance Fund). Upon issuance of the Bonds, the Issuer will use the Bond proceeds together with approximately $24,000,000* of LIHTC syndication proceeds and various subordinate loan funds in the amount of $22,900,000 to finance the acquisition and construction of the development. The subordinate financing includes the following sources: $6,000,000 OMNI- CRA land contribution, $9,900,000 OMNI- CRA funds, $3,500,000 in funding from the City of Miami and $3,500,000 NRD-1 Public Benefits Trust Fund Contribution. The tax exempt bond financing will consist of approximately $30,000,000* in bonds that will finance the acquisition and construction of the development and will be secured by a first mortgage. Approximately $20,055,000* of the Bonds will be repaid from a portion of the proceeds from the sale of the 4% low income housing tax credit and various subordinate loan funds ("Construction Bonds") and $9,945,000* in Bonds will serve as permanent financing of the development and will remain outstanding for a 18* year term, will amortize over a 40* year period and will be supported by rental revenue generated from the property ("Permanent Bonds"). The Construction Bonds will be subject to special mandatory redemption [36 months] following closing. Magellan Housing, LLC ("Magellan"), is the Manager of the General Partner of the Owner and is the Manager of the Developer. Magellan is a national real estate firm that builds and operates high quality housing to serve every income level. Managing Partners, Nick Inamdar and Amay Inamdar have a combined 30 years of experience in project management, legal structuring, and finance. Nick Inamdar will direct and coordinate development efforts to completion. His relevant experience includes coordinating development of numerous Miami projects in scope and size to the proposed project. He is past chairman of the board for the Florida statewide affordable and workforce housing industry organization, the Coalition of Affordable Housing Providers (CAHP). Developer Partner: Greystone Affordable Development will serve as Developer partner during the construction phase and is among the largest developers of affordable rental housing in the United States. As a leader within the affordable housing industry, Greystone provides creative solutions as well as disciplined transaction management, development, and leadership to get deals done right the first time. They believe that Packet Pg. 93 1.5.c Development: well-built housing and community development serve as catalysts for durable economic transformation. Tanya Eastwood is the President and CEO and is responsible for the strategic growth and implementation of Greystone's affordable housing development efforts. As the founder for Greystone's Affordable Development team, she has facilitated the development and preservation of nearly 15,000 affordable apartment homes with another 5,800 units in various stages of completion across 12 states. Wynwood Works will be a signature 12-story green -certified mixed -income and mixed -use development located at 2035 North Miami Avenue, City of Miami, Florida. The development includes 120 apartments of mixed income housing set -asides for tenants at approximately the following Area Media Income (AMI) levels and will utilize the IRS LIHTC income averaging rules: • 10% at 30% AMI • 10% at 50% AMI • 60% at 60% AMI • 20% at 80% AMI Development Features: • Mixed -Use community with approximately 4,550 sq ft of ground floor commercial space. • Green Certification incorporating an environmentally responsible plan that identifies "best -practice" green strategies during construction, operation, and maintenance. • Modern Energy Star rated appliances and state of the art security system. • Secured automobile parking. Unit Mix SF/Unit Total SF Type of Unit Total Unit Mix 550 2,200 0 Bedroom/ 1 BA - 30% 4 550 2,200 0 Bedroom/ 1 BA - 50% 4 550 18,150 0 Bedroom/ 1 BA - 60% 33 550 3,850 0 Bedroom/ 1 BA - 80% 7 750 5,250 1 Bedroom/ 1 BA - 30% 7 750 5,250 1 Bedroom/ 1 BA - 50% 7 750 27,000 1 Bedroom/ 1 BA - 60% 36 750 12,000 1 Bedroom/ 1 BA - 60% 16 950 950 2 Bedroom/ 1 BA - 30% 1 950 950 2 Bedroom/ 1 BA - 50% 1 950 2,850 2 Bedroom/ 1 BA - 60% 3 950 950 2 Bedroom/ 1 BA - 80% 1 81,600 Total 120 co M N C) a) a u- a) 0) 4- 0) E E 0 U 0) c.) to u- 0) 0 0 0 _ C) .;-: _ 0) E c) to Packet Pg. 94 1.5.c Debt Service Reserve Fund: Replacement Reserves: Structure: Sinking Fund: Mandatory Redemption: Optional Redemption: Mandatory Redemption: The owner of development will be Wynwood Works, LLC (the "Borrower") and will be managed by Wynwood Works Manager, LLC (the "General Partner"). The Limited Partner with a [99.99%] ewnership interest is expected to be RBC Community Investments, LLC, or an affiliate thereof. There will be a Debt Service Reserve funded in the amount of six months* of the annual debt service payment on the Permanent Bonds funded from tax exempt bond proceeds at closing. Such amount will be held in an account under the Trust Indenture. In the event funds are not on deposit to make monthly principal and interest payments, the Debt Service Reserve may be drawn by the Trustee to make payments due on the Bonds. The Debt Service Reserve Fund will be subject to replenishment. An Operating Reserve will also be funded in an amount equal to six months* of operating expenses. Replacement Reserves will be funded from cash flow on an ongoing basis in an amount equal to $300* per unit per year which will be subject to periodic increases based on physical needs assessments. The Construction Bonds will pay interest only and will be subject to mandatory redemption in 36 months. The Permanent Bonds will pay interest monthly at a fixed rate and following an initial three year* interest only period, will amortize over a 40* year period. The Bonds will be subject to mandatory tender/redemption in 18* years. The Permanent Bonds will begin mandatory sinking fund amortization three* years following the date of issuance. The Permanent Bonds will be subject to mandatory tender/redemption on the first day of the month 18 years following Bond issuance*. The Construction Bonds may be redeemed from LIHTC contributions or subsidy funds following the date when the units have been placed in service and the project receives a certificate of occupancy. The Permanent Bonds will be subject to optional redemption at par plus accrued interest on or after the first day of the month following the 141 anniversary of Bond issuance. The Bonds are subject to mandatory redemption at par plus accrued interest: 1) to the extent any excess funds remain in the Project Fund following initial construction, 2) in the event of material damage or destruction of the project left uncured or condemnation of the project (to be paid from insurance proceeds, deposited after claim with the Trustee or to be paid from condemnation proceeds), 3) in an Event of Default, 4) from Packet Pg. 95 1.5.c available funds to achieve a debt service coverage ratio of at least 1.15X for a three month period at the time of payment of the final installments of housing credit equity, 5) at the option of the Significant Bondholder at a price of par in the event of a ai Determination of Taxability or a price of 103% if action or a inaction of the Borrower is the cause of such event or 6) as a o otherwise set forth in the Indenture. _ as Interest Terms: The Bonds will bear interest at a fixed rate payable monthly on = the first of each month. The interest rate will be determined at a) a> the time of pricing as the lowest rate at which the Bonds may be 2 sold at a price of par (100%). Based on market conditions as of u) December 27, 2022, the estimated rate on the Construction 0 Bonds was 4.87%* and the estimated rate on the Permanent Bonds was 5.57%* (calculated assuming a spread of 240 basis -a 0 points over the applicable Municipal Market Data index as of o such date: 3 Year for Construction Bonds and 17 Year for a Permanent Bonds). co Tax Status: Non-AMT c-, N co a> Construction Security: The Contractor will provide a payment and performance bond in a_ the amount of the construction contract. ce Tr Construction Completion Guaran The Developer will be required to "' P ty p q guarantee completion of construction of the property. In addition, the contractor has a N direct obligation to the Trustee under an assignment agreement a to complete the project. a' .- Operating Deficit Guaranty: The Borrower will be required to provide an operating deficit E guaranty until the property achieves 90% occupancy and a debt o service coverage level of 1.15X for 90 days ("Stabilization"). m Such guaranty may be released upon confirmation of the debt a service coverage ratio by the Investor Limited Partner. c it Selected Covenants: The following covenants will be incorporated in the Loan L Agreement and Trust Indenture as applicable: ° • If the debt service coverage falls below 1.10X, the o Significant Bondholder will have the right to require the c Trustee to engage a housing consultant and/or a physical needs assessment report, at the expense of the borrower. If v the consultant concludes that the manager has failed to a, manage the project in a prudent manner, the housing consultant may recommend replacement of the management c company (with the approval of the Significant Bondholder) m if satisfactory steps are not taken within 60 days to cure t deficiencies noted. To the extent a physical needs as assessment report is requested, the analysis will be a performed by an independent party at the Borrower's Packet Pg. 96 1.5.c Relevant Ratios: Underwriter Fee: expense and mandatory Replacement Reserve deposits will be adjusted according to the engineer's recommendation if so required by the Significant Bondholder. In addition, if Debt Service Coverage drops below 1.05, all gross revenues will be required to be deposited with the Trustee subject to = release in accordance with the terms of the Trust Indenture. x • The Borrower must submit to the Significant Bondholder a and Trustee monthly occupancy reports, financial statements and construction updates until the project reaches stabilization. Thereafter, the Borrower must submit 2 quarterly occupancy reports and financial statements, as well Y as annual audited financial statements. Management reports, annual budgets, as well as certain other information will be required on an annual basis. -a Underwriting Debt Service Coverage Ratio: Minimum of 1.15X a, DSC. All -in including local government subordinate debt; Current DSC projected to be 1.15X* on hard debt. co Permanent Debt per Unit: Approximately $82,875* N Tax Credit Equity per Unit: Approximately $200,000* Subsidy per Unit: Approximately $190,833 a_ Perm Weighted Average Bond Maturity (WAM): 17 Years* RBC Capital Markets will charge an underwriting/origination fee a, of 1.25% of the par amount of Construction and Permanent Bonds in connection with the financing plus the fees of counsel, N Norris, George & Ostrow and Ballard Spahr in the amount of c * Preliminary — Subject to Change Underwriter: RBC CAPITAL MARKETS LLC AAA--✓��-'h Helen Hough Feinberg Managing Director, Housing Group Borrower: Wynwood Works, LLC By: By: Member of Manager of Manager E E 0 U d c.) (a u- Packet Pg. 97 1.5.c Disclosures: RBC Capital Markets, LLC (RBC Capital Markets or RBCCM), seeks to serve as an underwriter on a future transaction and not as a financial advisor or municipal advisor. The information provided is for discussion purposes only in anticipation of being engaged to serve as an underwriter. The primary role of an underwriter is to purchase securities with a view to distribution in an arms -length commercial transaction with the issuer and/or the obligor. The underwriter has financial and other interests that differ from those of the issuer and/or the obligor. RBCCM is not recommending an action to you as the municipal entity or obligated person. RBCCM is not acting as an advisor to you and does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act to you with respect to the information and material contained in this communication. RBCCM is acting for its own interests. You should discuss any information and material contained in this communication with any and all intemal or extemal advisors and experts that you deem appropriate before acting on this information or material. Preliminary, subject to change. This announcement is not an offer, solicitation, commitment or recommendation to buy or sell the bonds and does not purport to be a complete statement of all material facts relating to the bonds. The offering is made only by means of the Official Statement, copies of which may be obtained from RBC Capital Markets. This communication is not, and under no circumstances should be construed as, a solicitation to act as securities broker or dealer in any jurisdiction by any person or company that is not legally permitted to carry on the business of a securities broker or dealer in that jurisdiction. Products and services are offered through RBC Capital Markets or RBC Wealth Management, as applicable. RBC Capital Markets may buy from or sell to customers on a principal basis in the securities or related derivatives that are the subject of this communication. RBC Capital Markets has or may have proprietary positions in the securities or in related derivatives that are the subject of this communication. RBC Capital Markets may have been manager or co -manager of a public offering of securities of the issuer within the past twelve months. Additional information is available upon request. All information contained in this communication constitutes RBC Capital Markets' judgment as of the date of this communication, and is subject to change without notice and is provided in good faith but without legal responsibility. The information contained in this communication has been compiled by RBC Capital Markets from sources believed to be reliable, but no representation or warranty, express or implied, is made by RBC Capital Markets, its affiliates or any other person as to its accuracy, completeness or correctness. The material contained herein is not a product of any research department of RBC Capital Markets or any of its affiliates. Nothing herein constitutes a recommendation of any security or regarding any issuer; nor is it intended to provide information sufficient to make an investment decision. RBC Capital Markets is not acting as a fiduciary or as a municipal, financial, commodity or investment adviser. The information provided is not intended to be and should not be construed as "advice" within the meaning of Section 15B of the Securities Exchange Act of 1934. Nothing in this communication constitutes legal, accounting or tax advice or individually tailored investment advice. This material has been prepared without regard -to the individual financial circumstances and objectives of persons who receive it and such investments or services may not be suitable for all investors. Past performance is not a guide to future performance, future retums are not guaranteed, and a loss of original capital may occur. Potential investors are advised to consult with their own legal, accounting, tax, financial and other advisors, as applicable, to the extent appropriate. This document may not be reproduced, disclosed, distributed or summarized, whole or in part, to any third party without the prior consent of RBC Capital Markets. To the fullest extent permitted by law neither RBC Capital Markets, nor any of its affiliates, nor any other person, accepts any liability whatsoever for any direct or consequential loss arising from any use of this communication or the information contained herein. RBC Capital Markets is a registered trademark of Royal Bank of Canada. RBC Capital Markets is the global brand name for the capital markets business of Royal Bank of Canada and its affiliates, including RBC Capital Markets, LLC (member FINRA, NYSE and SIPC). ® Registered trademark of Royal Bank of Canada. Used under license. © Copyright 2022. All rights reserved Packet Pg. 98 1.5.c c N c 0 x c as al a) 2 c L 0 0 0 c >, Attachment r ao M N 0, a o: 2 Attachment: 13914 Wynwood Works Finance Commitments Packet Pg. 99 1.5.c Project and Parties Involved. (a) The Project, located in the City of Miami, State of Florida will consist of 120 apartment units. Within the Project, 120 units will be occupied in compliance with the low-income housing tax credit ("LIHTC") requirements of Section 42 of the Internal Revenue Code. rn co.) c a) (b) The parties involved with the Project are as follows: (i) General Partner. The General Partner is a to -be -determined single purpose, taxable U entity which is owned 100% by Magellan Housing. a) c ce (ii) Developer. The Developer is Magellan Housing LLC, or its affiliate. E ii (iii) Guarantors. Subject to RBC's review and approval of financial statements, the Guarantor Y is the Developer and any other guarantors required by RBC. Capital Markets RBC Capital Markets RBC Community Investments Cleveland, Ohio, 44102 Telephone: (216) 875-2626 Fax: (216) 875-2612 December 28, 2022 Magellan Housing 2911 W. Autumn Run Circle Sugar Land, Texas 77479 Attn: Nick Inamdar c N 0 2 as as a) 2 L 0 Re: Wynwood Works Miami, FL -a 0 0 Dear Nick: Thank you for providing us the opportunity to submit a letter of intent to support the application on Wynwood Works (the "Project"). This letter serves as our mutual understanding of the business terms regarding o the acquisition of an ownership interest in a to -be -formed Florida limited partnership (the "Partnership"). RBC co) Community Investments, LLC, its successors and assigns ("RBC") will acquire a 99.99% interest in the LIHTC, RBC Community Investments Manager II, Inc. ("RBC Manager") will acquire a .01% interest in the LIHTC d (collectively, the "Interest") in the Partnership. 1. L 0 2. Purchase Price. The Interest in the Partnership will be acquired for a total capital contribution of -0 $23,824,445. This capital contribution is based on the Project receiving the tax credits described in Paragraph 3 and represents a price per tax credit dollar of $0.89. This pricing assumes both the Developer and the General Partner use cash basis accounting for tax purposes. Further, the pricing assumes depreciable basis consisting of 100% of residential depreciation taken over 30 years, 100% of depreciation on site improvements taken over 15 years, and 100% of depreciation on personal property taken over 5 years. The capital contribution, subject to M adjustments set forth in Paragraph 5 below, will be payable to the Partnership in installments as set forth on Exhibit A. c a) E 0 ns Packet Pg. 100 1.5.c 3. Federal LIHTC. The Project is applying for an allocation or commitment for tax-exempt volume cap in the amount of $30,000,000, which will entitle it to LIHTC in the amount of $2,677,172 annually. The total Federal LIHTC anticipated to be delivered to the Partnership is $26,771,717. It is expected that RBC will be allocated a total Federal LIHTC amount of $26,769,040 (the "Projected Federal LIHTC") during the credit period. c N 4. Fundin2 Sources. The purchase price is based upon the assumption that the Project will receive funding on the terms and conditions acceptable to RBC. 5. Adjustments. a) (a) Downward Capital Adjustment. The amount of Federal LIHTC to be allocated to RBC during the credit period ("Certified Federal LIHTC") will be determined promptly following receipt of cost Y certification from the accountant and Form 8609. If the Certified Federal LIHTC is less than the o Projected Federal, LIHTC, RBC's capital contributions will be reduced by an amount (the "Downward Capital Adjustment") equal to the product of (i) $.89 multiplied by (ii) the difference -a between Projected Federal LIHTC and Certified Federal LIHTC. (b) Late Deliver'. Adjustment. The amount of Federal LIHTC allocated to RBC will be determined at the time the Project is fully leased. If the amount of the actual Federal LIHTC allocated to RBC is less than projected, RBC's capital contribution shall be reduced by an amount (the "Late co Delivery Adjustment") equal to the difference between the projected amount (adjusted for any Downward Capital Adjustment) and the amount of the Federal LIHTC allocated to RBC less the present value (using a 10% discount rate for the Federal LIHTC) of the additional Federal LIHTC � projected to be received in future years. (c) Payment b‘ General Partner. If the Downward Capital Adjustment and the Late Delivery Adjustment exceed the total of all unfunded capital contributions, then the General Partner will make a payment to the Partnership equal to the amount of such excess, and the Partnership will N immediately distribute such amount to RBC as a return of its capital contribution. Except to the extent otherwise stated herein, this payment will not give rise to any right as a loan or capital °) contribution or result in any increase in the General Partner's capital account. 6. General Partner and Guarantor Obli rations. In addition to Paragraph 5(c) above, the General Partner is responsible for items 6(a) through 6(f) below. Any amounts advanced by the General Partner will not be considered as loans or capital contributions reimbursable or repayable by the Partnership unless otherwise stated herein. ii (a) Construction Completion. The General Partner will guarantee construction completion in cn accordance with approved plans and specifications and will pay for any construction costs, costs o to achieve permanent loan closing, repayment of all construction financing and costs necessary to ?� fund reserves required to be funded at or before permanent loan closing. -a 0 (b) Operating Deficits. (i) Pre -Stabilization. The General Partner will guarantee funding of operating deficits until the date (the "Stabilization Date") which is the first day of the month following a 3-month period (such 3-month period to commence after the permanent loan closing/conversion and en full repayment of the construction loan) in which the Project has maintained an average 1.15 debt service coverage; and E (ii) Post -Stabilization. Commencing with the Stabilization Date and continuing until the Release Date (defined below), the General Partner will guarantee funding of operating deficits of up to the equivalent of 6 months of operating expenses, replacement reserves, and must -pay hard debt service. Any funds paid by the General Partner under this Packet Pg. 101 1.5.c Paragraph 6(b)(ii) shall be treated as an unsecured loan to the Partnership with interest at the rate of 0% per annum, to be repaid out of cash flow, refinancing, sale and liquidation proceeds as provided in Paragraph 9 hereof. The "Release Date" is the later of: (A) the fifth anniversary of the Stabilization Date, to (B) the date the Project has achieved an average debt service coverage of 1.15 for = the 12-month period immediately prior to the Release Date, and (C) the date the Project has achieved a 1.15 debt service coverage for each of the 5 months immediately prior to the Release Date. a) Notwithstanding the foregoing, if, as of the Release Date, the balance of the Operating Reserve described in Section 7(a) is less than the amount contemplated in 7(a), Y this guaranty shall continue until the balance in the Operating Reserve is equal to the o amount contemplated in 7(a). (c) LIHTC Shortfall or Recapture Event. To the extent not already addressed by the Downward Capital Adjustment or the Late Delivery Adjustment, if the actual amount of LIHTC for any year is less than Projected LIHTC, the General Partner will guarantee payment to RBC of an amount equal to the shortfall or recapture amount, plus related costs and expenses incurred by RBC. This guaranty does not cover any loss of credits due to changes in the IRS code or tax credit rules and co regulations after the date the partnership agreement is executed. (d) Repurchase. The General Partner will repurchase RBC's interest upon the occurrence of certain 0_ events described in the Project Entity Agreement. (e) Environmental Indenuutn The General Partner will indemnify RBC against any losses due to Q, environmental condition at the Project. rn (f) Developer Fee. The General Partner will guarantee payment of any developer fee remaining c unpaid at the end of the LIHTC compliance period. a) E (g) Guarantors. The Guarantors will guarantee all of the General Partner's obligations. E E 0 7. Reserves. Ua) U (a) Operatinc Reserves. An operating reserve in the amount of 6 months of operating expenses and as must -pay hard debt service will be established and maintained by the General Partner concurrent = ii with RBC's final capital contribution. Withdrawals from the operating reserve will be subject to N RBC's consent. Expenditures from operating reserves will be replenished from available cash flow as described in Paragraph 9(b) below. o (b) Replacement Reserves. The Partnership will maintain a replacement reserve, and make o contributions on an annual basis equal to the greater of (i) $350 per unit and (ii) the amount 3 required by the permanent lender, or allocating agency. The amount of the contribution will increase annually by 3%. Annual contributions will commence at final C/O. 8. Fees and Compensation. The following fees will be paid by the Partnership for services rendered in cco' organizing, developing and managing the Partnership and the Project. (a) Developer Fee. The Developer will earn a developer fee up to the maximum allowed by the E allocating agency. c as Packet Pg. 102 1.5.c The deferred portion of the developer fee, if any, shall accrue interest at 8% per annum commencing as of the date of RBC's final capital contribution. Payment of the deferred fee will be subordinate to all other Partnership debt as well as operating expense and reserve requirements (b) Incentive Manacement Fee. An incentive management fee will be payable to the General Partner on an annual basis in an amount equal to 90% of net cash flow as set forth on Paragraph 9(b) to below. (c) Propert' Management Fee. The management agent and the terms of the property management agreement are subject to the prior approval of RBC. a) a) (d) Asset Management Fee. The Partnership will pay RBC Manager an annual asset management fee of $5,000 which will increase by 3% annually. The asset management fee will be cumulative and will be paid quarterly in advance commencing with the first anniversary of the closing date. o 9. Tax Benefits and Distributions. 'a (a) Tax Benefits. Tax profits, tax losses, and tax credits will be allocated 99.9% to RBC, .O1% to RBC Manager and .09% to the General Partner. (b) Net Cash Flow Distributions. Distributions of net cash flow (cash receipts less cash expenditures, co payment of debt service, property management fee and RBC's asset management fee), will be made as follows: a' a u_ (i) to RBC in satisfaction of any unpaid amounts due under Paragraphs 5; tY (ii) to RBC Manager for any unpaid asset management fees; a) (iii) to the operating reserve to maintain the balance required in Paragraph 7(a); N c (iv) to the General Partner for any unpaid asset management fees; °) (v) to the payment of any unpaid developer fee; (vi) to the payment of any debts owed to the General Partner or its affiliates; a) (vii) 90% of the remaining cash flow to the General Partner as an incentive management fee; coo and ii (viii) the balance to the General Partner, RBC and RBC Manager in accordance with their o percentage interests described in Paragraph 9(a). ?� (c) Distributions upon Sale. Liquidation or Refinance. Net proceeds resulting from any sale, liquidation or refinance will be distributed as follows: (i) to payment in full of any Partnership debts except those due to RBC, RBC Manager or the General Partner and/or their affiliates; m (ii) to the setting up of any required reserves for contingent liabilities or obligations of the Partnership; E (iii) to RBC, in satisfaction of any unpaid amounts due under Paragraphs 5 and 6 above and for any other amounts due and owing to RBC; (iv) to RBC Manager for any unpaid asset management fees; Packet Pg. 103 1.5.c (v) to RBC for any excess or additional capital contributions made by it; (vi) to the payment of any debts owed to the General Partner or its affiliates including any unpaid developer fee and any unpaid General Partner Asset Management Fees; c N (vii) to RBC in an amount equal to any projected federal income tax incurred as a result of the transaction giving rise to such proceeds; and (viii) the balance, 90% to the General Partner, 9.999% to RBC and 0.001 % to RBC Manager. a) 10. Construction. The General Partner will arrange for a fixed or guaranteed maximum price construction contract. The Contractor's obligations will be secured by a letter of credit in an amount not less than 15% of the Y amount of the construction contract or a payment and performance bonds in an amount not less than the amount o of the construction contract. The Project will establish a construction contingency in an amount not less than 10% of the construction costs, or such greater amount as RBC may reasonably require following its review of -a construction documents. RBC, may, in its sole discretion, engage a construction consultant and use best efforts to share with construction lender, to: (i) to review plans and specifications and (ii) evaluate the construction = progress by providing monthly reports to the Partnership. 11. Due Diliaence. Opinions and Projections. 0° 6'f (a) Due Diligence: The General Partner will provide RBC with all due diligence items set forth on its 6' due diligence checklist, including but not limited to, financial statements for the Guarantors, u_ schedule of real estate owned and contingent liabilities, plans and specifications, a current appraisal, a current (less than 6 months old) market study, a current (less than 6 months old) Phase I environmental report, rent and expense data from comparable properties, site/market visit and title and survey. The General Partner agrees to reasonably cooperate with RBC (including signing such consents as may be necessary) in obtaining background reports on the Developer, Guarantors and N other Project entities as determined by RBC. RBC does not require terrorism insurance. c a) E (b) LeLal Opinions. The General Partner's counsel will deliver to RBC a local law opinion satisfactory to RBC. RBC's counsel will prepare a tax opinion and the General Partner agrees to cooperate to E provide all necessary documentation requested by RBC's counsel. (c) Diligence Reimbursement. The Partnership will reimburse RBC $75,000 for the costs incurred by RBC in conducting its due diligence review and for the costs and expenses of RBC's counsel in connection with the preparation of the tax opinion. 'e(d) Projections. The projections to be attached to the Project EntityAgreement and that support the Tax o Opinion will be prepared by RBC based on projections provided by the General Partner. RBC's ?� projections will include development sources and uses, calculation of eligible basis, operating and o construction period cash flow analysis, 15-year operating projection, 35-year debt analysis and 15- o year capital account analysis. 12. Closina ContinLlencies. RBC's obligation to close on the purchase of the Interest will be contingent upon RBC's receipt, review and approval of all due diligence including the items set forth on its due diligence checklist as well as the following: (a) Project Entit. Documents. Preparation and execution of RBC's standard Project Entity a) Agreement and other fee agreements containing representations and warranties, covenants, E consent rights, and indemnities, each on terms and conditions satisfactory to RBC. (b) Information and Laws. No adverse change in the information you have provided to us and no adverse change in existing law. Packet Pg. 104 1.5.c (c) Anticipated Closini Date. The closing occurring on or before December 31, 2023. 13. Termination and Confidentialit N (a) Termination Date. Once executed by both the General Partner and the Guarantors, this letter shall be a binding agreement and will remain in effect until the later of September 16, 2022 or 8 months after a reservation is received (the "Termination Date"). In recognition of the time which f° will be expended and the expenses which will be incurred by RBC in connection with the f° a) transaction contemplated hereby, the General Partner agrees that, until the Termination Date, a) neither it nor any of its officers, employees, agents, or affiliates will solicit, entertain or negotiate with respect to any inquiries or proposals relating to the acquisition of an interest in the Partnership or the equity syndication of the Partnership or the Project without the prior written `p approval of RBC. In the event the General Partner enters into an arrangement with a party other than RBC prior to the Termination Date, RBC will be entitled to pursue all remedies available to -a it. If RBC elects not to acquire the Interest based on the failure of any of the closing contingencies, the General Partner and RBC will be mutually released from the terms and c conditions contained in this letter. (b) Confidentialitv. The General Partner agrees to keep the terms and conditions contained in this co letter confidential and not to disclose the terms to any third party (other than attomeys and accountants of the Partnership) without the express prior written approval of RBC. a u_ 14. Additional Items. tY (a) Reportim Oblil!ations. The General Partner will cause to be furnished to RBC on a prompt basis M customary monthly, quarterly and annual financial statements and rent rolls for the Partnership, together with audited financial statements and tax returns and monthly construction reports. N a) 0 U a) 0 tQ LL to Y L 0 0 0 0 C a) E 0 tQ Packet Pg. 105 1.5.c If the foregoing is in accordance with your understanding of the terms and conditions, please indicate your acceptance on the enclosed copy and return it to the undersigned. Very truly yours, The undersigned approves and accepts the terms of this Letter of Intent. General Partner: By: a) N 0 By: Name: Dan Kierce a) a) Title: ManasIin i Director 2 L O 0 0 co M N Its: Member of Manager of Manager of Wynwood Works, LLC Date: 12/28/22 a0_ 0, Packet Pg. 106 1.5.c EXHIBIT A CAPITAL CONTRIBUTIONS Conditions Amount i) 15.00% upon the later of (a) the execution of the Partnership Agreement, (b) closing of the financing sources described in Exhibit B, and (c) receipt and approval of all due diligence items on RBC's due diligence checklist. $3,573,666 ii) 65.00% upon the later of: (a) receipt of lien -free project completion and Certificates of Occupancy for all of the units, (b) receipt of an architect's certificate of substantial completion, and (c) receipt of a preliminary cost certification prepared and certified by the General Partner, $15,485,889 iii) 15.00% upon the later of: (a) achievement of 100% qualified occupancy (b) receipt of a final cost certification from an independent certified public accountant, (c) achievement of i) 90 % occupancy and ii) 1.15 DSC based on proforma debt service for the 90 consecutive days prior to payment, and (d) Permanent Loan Closing/Conversion and full repayment of construction financing, $3,573,667 iv) 5.00% upon the later of: (a) achievement of the Stabilization Date, and (b) receipt of the IRS Form 8609. $1,191,223 Total: $23,824,445 co M N a) a) a u_ a) N 4- c G) E E O U d c.) c (a U7 w . Ne O 0 0 c 0) r c d E t c) R r Packet Pg. 107 1.5.c EXHIBIT B SOURCES • Maturity: 30 years after conversion a • Interest Rate: 0.00% u_ ce • Amortization: NA — Cash Flow . . • Collateral: 2' mortgage on Project (or other collateral acceptable to RBC) Tr a) M Construction Loan • Source: OMNI — CRA N • Amount: $9,900,000 = m • Maturity: 50 years after conversion E • Interest Rate: 0.00% E • Amortization: NA — Cash Flow E • Collateral: 3rd mortgage on Project (or other collateral acceptable to RBC) C) o Construction Loan a as • Source: City of Miami c • Amount: $3,500,000 w • Maturity: 30 years after conversion Y Construction Loan • Source: Tax -Exempt Bonds (Lender TBD) _ .N • Amount: $30,000,000 a • Maturity: 30 months after Project closing = • Interest Rate: 5.50% _ • Collateral: 1s1 mortgage on Project during construction a) Construction / Permanent Loan • Source: TBD (lender acceptable to RBC) • Amount: $9,609,000 'e • Maturity: 20 years after conversion • Interest Rate: 5.86% after conversion 'a • Amortization: 40 years after conversion °o • Collateral: 1s` mortgage on Project after conversion c Construction Loan • Source: OMNI — CRA Land Contribution co v.) • Amount: $6,000,000 N 0) • Interest Rate: 1.00% • Amortization: NA — Cash Flow -o • Collateral: 461 mortgage on Project (or other collateral acceptable to RBC) Construction Loan >, • Source: NRD-1 Public Benefits Trust Fund Contribution • Amount: $3,500,000 • Maturity: 30 years after conversion r� • Interest Rate: 0.00% • Amortization: NA — Cash Flow = m • Collateral: 5th mortgage on Project (or other collateral acceptable to RBC) c.) Packet Pg. 108 1.5.c a) a N 0 x c as al a, a) 2 c L O 0 0 c >, Attachment ao M N d, a o: 3 M lA C a) E E E O U a) U c as C it N Y L O O O 3 c 0, M Attachment: Packet Pg. 109 1.5.c (fitof 1RTH11R :4ORiEGA, V lily Manager N 0 2 tC December 2, 2022 2 Mr. Nick Inamdar Y Wynwood Works, LLC o 2100 Coral Way, Suite 405 Miami, Florida 33145 0 0 Dear Mr. Inamdar: N On November 16, 2022, the Housing and Commercial Loan Committee ("I ICLC") revised °' agreement terms related to HCLC's original allocation of $3,500,000 of Miami Forever cc Bond ("GOB") funds, as approved on July 19, 2022. The GOB funds will be used for the development of the Wynwood Works apartments project, which will be constructed at 2035 North Miami Avenue. The purpose of this correspondence is to set forth the new loan terms of the Loan c Agreement between the City of Miami ("City") and the Borrower noted below in connection with the Project. E 0 U a) 0 co Description of the Project: Wynwood Works will be a new construction project located on a single site in Wynwood at 2035 North Miami Avenue. Y L 0 The new development will feature 12 stories, green -certified construction and will serve as both mixed -income and mixed -use. it will have a total of 120 units with approximately 98 -0 parking spaces, an open-air deck. a community room, private offices, co -working space, 6 artist -designated homes, gated bike parking, and educational, health, and occupational enrichment programming for tenants. (48) units will consist of one -bath studios. (66) units will consist of one bedroom and one bath and, (6) units will feature two bedroom and one bath. The project will have (120) City -assisted, GOB units. The project will provide modern affordable housing opportunities for various community groups: individuals transitioning out of Homelessness (30% AMI), Extremely Low-income individuals (30% AMI), and (13 households earning between 50-80% AMi. DEPARTMENT OF HOUSING & COMMUNITY DEVELOPMENT 1 One Flagter Building / 14 N.E 1st Avenue / Miarni, Florida 33132 / 1305) 416.2080 /fax: 1305) 4 i4-2090 / TTY: 43051468-3402 %vtailit; Address., P.O. Box 330708-0708 Miami, FL 31233-00708 Re: Wynwood Works, LLC: Wynwood Works Borrower: Wynwood Works, LLC ('Borrower') a Florida limited liability company, whose principal business address is 2100 Coral Way. Suite 405, Miami, Florida 33145. Packet Pg. 110 1.5.c This commitment letter is conditioned upon the Borrower completing the following: 1. Securing a $8.95 million first permanent mortgage 2. Obtaining a $3.5 million grant from the NRD-1 Public Benefits Trust Fund 3. Obtaining a $9.9 million grant from the Omni-CRA �' 4. Obtaining a $6 million land contribution from the Omni-CRA 5. Finalizing a partnership agreement x° 6. and meeting all the terms below- c ca The following loan terms and conditions shall apply: 1. Use of Funds: City funds will be used for hard construction costs. Y L O 2. City Assisted Units: 120 project units shall be assisted with GOB funds for households earning up to 80% AMI. 0 3 3. Maximum Rent Levels: (12) units at 30% of AMI, (12) units at 50% of AMI, (72) at 60% of AMI, and (24) at 80% of AMI. Rents charged on City -assisted units are subject to Florida Housing Finance Corporation according to the income target proposed by °; the Borrower. The rent and income limits are published annually by the US Department of Housing and Urban Development ("HUD") and Florida Housing a Finance Corporation ("FHFC"). cc 4. 45ordability Period: an affordability period of 30 years will apply commencing from M the date the City approves the closeout of the project. to 5. Loan Repayment & Interest Rate Terms: Interest -only cash flow note. Each year, a developer must make a S35,000 payment, representing a 1 % interest rate, to the City E based on available cash flow. Any unpaid interest each year will be paid by next year's E available cash flow or deferred until maturity. Property must maintain the required o affordability structure for 30 years. Failure to comply will result in the full repayment 0 of principal and an agreed upon default interest rate. Full repayment of principal at the 30-year maturity. f° it 6. Draw Disbursements: The City shall not fund any draw request in an amount that L exceeds the City's initial contribution percentage of the entire development cost of the 8 project. -a 0 0 7. City Incurred Costs: Borrower understands and agrees that S10,000 of the GOB funds 3 was awarded to the project for, and may be used by the City to cover, costs incurred by the City on behalf of the project. .1 el 8. Increase in Project Costs: If the project costs increase ten percent (10%) or more of the original budget, and the Borrower is not able to secure additional funding within c 60 days before the project commencement, the project will be subject to E recommendation to the Housing and Commercial Loan Committee for de -obligation of the project funding. Q 2 Packet Pg. 111 1.5.c 9. Retainage(s): Five percent (5%) of each draw request will be retained until the City has received as part of the close-out, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. c 10. Commitment Fee: There will be a $5,000 commitment fee. ; 0 x 11. Eligible Project Costs: Eligible project costs will be effective from the date of c environmental clearance.CIS ts, 12. Subject to approval as stated here in by the City of Miami Commission. i co L 13. Reporting Compliance: Borrower is subject to compliance reporting requirements in ° the process of construction and during the affordability period. a 0 14. Development Benchmarks/Scope of Work: The project shall: (a) commence 3, construction within six (6) months from the Effective Datet of the contract; (b) obtain all certificates of occupancy required for the project within 18 months from the Effective Date; and (c) have all project units rented within 12 months after the issuance el of project's certificate(s) of occupancy, but in no event later than 36 months from the el Effective Date. a cc 15. Insurance Requirements: Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project. M 16. Affirmative Marketing Plan: Borrower shall provide an Affirmative Marketing Plan 0 using HUD's approved form and report to the City annually on all actions taken to comply with said plan. Borrower shall comply with the requirements of the affordable housing notice to City Officials Ordinance #13491. E 0 17. Lottery: Selection of eligible tenants shall be from the results of a tenant lottery, which a) shall be conducted with a representative of the City of Miami present. In addition, the 0 project shall comply with the requirements of the City of Miami Ordinance 13645, c Resident Preference. N L 18. Project Signage: Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the o names of the City commissioners and officials in all documents, literature, pamphlets, 0 advertisements, and signage, permanent or otherwise. All such acknowledgments shall c, be in a form acceptable to the City. 19. De -obligation of' Funds: The City may at its sole discretion de -obligate the funding M approved herein, if by no later.than six (6) months from the date of approval of the g t The "Effective Date" is the date on which the contract has been signed by the City Manager and attested to as by the City Clerk. Q Packet Pg. 112 1.5.c 20. Discretionary Action by Administration: Staff shall have the discretion to approve and, by way of Memorandum, authorize the City Manager to execute any and all documents needed to further the Project Completion, provided, however, that the lien to position nor the project terms are not materially affected. 0 `o 0 2l . Project Default: If the City determines that the project is in default, the following conditions will apply: • The highest interest rate available under the law will be applicable for the funds disbursed from date of disbursement. • The Restrictive Covenant will remain as a restriction on the Project property throughout the Affordability Period; and • The borrower, project developer, managing partner(s) of the borrower and/or other individuals, principals and/or other entities as determined by the City will be debarred from receiving any City funding for a period of five (5) years. M 22. Compliance with the provisions of Living Wage requirements 23. Funding Availability: this Commitment Letter is intended to be a summary of the most important elements of the agreement between the City and the Borrower to enter into a loan transaction and is subject to all requirements and conditions contained in 0 Loan Documents to be executed by the Borrower. co 0 0 • 0 City funds, the Borrower has failed to closed on all funding commitments represented herein. Due to the realities of financing affordable housing developments, the total dollar amount of this development's senior debt is subject to change. Please be advised that so long as the dollar amount of the senior debt, as listed herein, does not increase more than 9.99%, then such changes will be deemed approved by the City of Miami's ("City") Housing and Commercial Loan Committee even if such change negatively impacts the City's mortgage's lien priority. Not every provision that imposes duties, obligations, burdens, or limitations on the Borrower is contained herein, but shall be contained in the final Loan Agreement satisfactory to the City and the Office of the City Attorney. 1I A 4.L b an As. �.. t Director 4 Packet Pg. 113 1.5.c THE FOREGOING COMMITMENT LETTER IS ACKNOWLEDGED AND ACCEPTED THIS 6m DAY OF DECEMBER, 2022. Wynwood Works, LLC By: Wynwood Works Manager, LLC, its manager By: MagellanNog9iing, LLC, its manager By: f"2--1'I/ ,>> , Name: Niknl A. Inamdarto- Title: Member a) L O Mr m N 6 d�) m 5 Packet Pg. 114 1.5.c Attachment 4 Attachment: 13914 Wynwood Works Finance Commitments (13914 : RFP 992381 Wynwood Works - MegaIlan Housing) Packet Pg. 115 1.5.c tIrr4 at It, . Dr,17 11'Y:11000 December 27, 2022 N Mr. Nick Inamdar Wynwood Works, LLC 2100 Coral Way, Suite 405 Miami, Florida 33145 m Re: Wynwood Works, LLC: Wynwood Works Y L 0 Dear Mr. Inamdar: On December 22, 2022, the NRD-1 Public Benefits Trust Fund Committee ("NRD-1" or "Trust Fund") approved an allocation of $3,500,000 of NRD-1 funds to be used for the development of the Wynwood Works apartments project, which will be constructed at 2035 North Miami Avenue. M 6Y The purpose of this correspondence is to set forth the new loan terms of the Loan a Agreement between the Trust Fund and the Borrower noted below in connection with the u_ Project. Borrower: Wynwood Works, LLC ("Borrower") a Florida limited liability company, whose principal business address is 2100 Coral Way, Suite 405, Miami, Florida 33145. Description of the Project: Wynwood Works will be a new construction project located on a single site in Wynwood at 2035 North Miami Avenue. E The new development will feature 12 stories, green -certified construction and will serve as both mixed -income and mixed -use. It will have a total of 120 units, with approximately 98 parking spaces, an open-air deck, a community room, private offices, co -working space, 6 co artist -designated homes, gated bike parking, and educational, health, and occupational enrichment programming for tenants. (48) units will consist of one -bath studios, (66) units Y will consist of one bedroom and one bath and, (6) units will feature two bedroom and one 8 bath. The project will have (120) NRD-1 units. The project will provide modem affordable housing opportunities for various community groups: individuals transitioning out of Homelessness (30% AM1), Extremely Low-income individuals (30% AM», and households earning between 50-80% AM!. a.) C G) E U ns 1 Packet Pg. 116 1.5.c WYMPOOD This commitment letter is conditioned upon the Borrower completing the following: a) 1. Securing a $8.95 million first permanent mortgage 2. Obtaining a $3.5 million GOB loan from the City of Miami 0 3. Obtaining a $9.9 million grant from the Omni-CRA 4. Obtaining a $6 million land contribution from the Omni-CRA 5. Finalizing a partnership agreement o' 6. and meeting all the terms below The following loan terms and conditions shall apply: o 1. Use of Funds: NRD-1 monies will be used for hard costs. 0 2. NRD Assisted Units: 120 project units shall be assisted with NRD-1 funds for households earning up to 80% AMI. 3. Maximum Rent Levels: (12) units at 30% of AMI, (12) units at 50% of AMI, (72) at 60% of AMI, and (24) at 80% of AMI. Rents charged on NRD-1-assisted units are subject to Florida Housing Finance Corporation according to the income target proposed by the Borrower, The rent and income limits are published annually by the US Department of Housing and Urban Development ("HUD") and Florida Housing M Finance Corporation ("FHFC"). 4. Affordability Period: an affordability period of 30 years will apply commencing from the date the City of Miami, Dept. of Housing and NRD approves the closeout of the project. E 5. Loan Repayment & Interest Rate Terms: this is a deferred, foreivable loan provided to the Borrower with no debt service payments required. The property must co maintain the required affordability structure for a period of 30 years, Failure to comply =_ with these requirements will result in the full repayment of principal at an agreed upon interest rate. In the event of affordability compliance, this deferred loan will be o forgiven at maturity. 0 6. Draw Disbursements: The Trust Fund shall not fund any draw request in an amount that exceeds the Trust Fund's initial contribution percentage of the entire development cost of the project. 7. NRD-1 Incurred Costs: Borrower understands and agrees that $10,000 of the NRD-1 funds was awarded to the project for and may be used by the Trust Fund to cover, costs incurred by the Trust Fund on behalf of the project. Further, Borrower understands and agrees that an additional $35,000 of the NRD-1 funds will be used by the Trust Fund to pay the City of Miami's Dept. of Housing and 2 Packet Pg. 117 1.5.c VAINEOOD Community Development commitment fee for their work on this project on behalf of the Trust Fund. 8. Increase in Project Costs: If the project costs increase ten percent (10%) or more of the original budget, and the Borrower is not able to secure additional funding within 60 days before the project commencement, the project will be subject to recommendation to the Trust Fund Board for de -obligation of the project funding. 9. Retainage(s): Five percent (5%) of each draw request will be retained until the Trust Fund has received as part of the close-out, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant, both in form and substance acceptable to the City of Miami, on behalf of the Trust Fund. 10. Commitment Fee: There will be a $5,000 commitment fee. 11. Eligible Project Costs: Eligible project costs will be effective from the date of environmental clearance. 12. Reporting Compliance: Borrower is subject to compliance reporting requirements in the process of construction and during the affordability period. 13. Development Benchmarks/Scope of Work: The project shall: (a) commence construction within six (6) months from the Effective Date' of the contract; (b) obtain all certificates of occupancy required for the project within 18 months from the Effective Date; and (c) have all project units rented within 12 months after the issuance of project's certificate(s) of occupancy, .but in no event later than 36 months from the Effective Date. 14. Insurance Requirements: Borrower shall obtain and furnish evidence of insurance coverage as the City/Trust Fund may require in connection with the Project. 15. Affirmative Marketing Plan: Borrower shall provide an Affirmative Marketing Plan using HUD's approved form and report to the City annually on all actions taken to comply with said plan. Borrower shall comply with the requirements of the affordable housing notice to City Officials Ordinance #13491. 16. Lottery: Selection of eligible tenants shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami or Trust Fund present. In addition, the project shall comply with the requirements of the City of Miami Ordinance 13645, Resident Preference. I The "Effective Date" is the date on which the contract has been signed by the City Manager, or authorized signatory (as applicable), and attested to by the City Clerk. 3 Packet Pg. 118 1.5.c ed r.arattr 17. Project Signage: Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the Trust Fund by incorporating the Trust Fund's logo �' in all documents, literature, pamphlets, advertisements, and signage, permanent or o otherwise. All such acknowledgments shall be in a form acceptable to the Trust Fund. 18. De -obligation of Funds: The Trust Fund may at its sole discretion de -obligate the funding approved herein, if by no later than six (6) months from the date of approval C) of the NRD-1 funds, the Borrower has failed to closed on all funding commitments represented herein. L 0 19. Discretionary Action by Administration: Staff shall have the discretion to approve -0 and, by way of Memorandum, authorize the City Manager, or authorized signatory (as applicable), to execute any and all documents needed to further the Project Completion, provided, however, that the lien position nor the project terms are not materially affected. Due to the realities of financing affordable housing developments, the total dollar amount of this development's senior debt is subject to change. Please be advised that o. so long as the dollar amount of the senior debt, as listed herein, does not increase more cc than 9.99%, then such changes will be deemed approved by the Trust Fund even if such change negatively impacts the Trust Fund's mortgage's lien priority. M 20. Project Default: if the City or Trust Fund determines that the project is in default, the following conditions will apply: • The highest interest rate available under the law will be applicable for the funds disbursed from date of disbursement. • The Restrictive Covenant will remain as a restriction on the Project property 0 throughout the Affordability Period; and • The borrower, project developer, managing partner(s) of the borrower and/or other co individuals, principals and/or other entities as determined by the City, on behalf of the Trust Fund, will be debarred from receiving any City or Trust Fund funding N for a period of five (5) years. o 21. Compliance with the provisions of Living Wage requirements o 0 _ Sincerely, 0 Manny by Manny Gonzalez °ate:2022.1229 21:4859 -0sroa C G) Manny Gonzalez E Executive Director 4 Packet Pg. 119 1.5.c 1YYMtMOD THE FOREGOING COMMITMENT LETTER IS ACKNOWLEDGED AND ACCEPTED THIS ''DAY OF DECEMBER. 2022. j� '' h By: � . Name: /✓ ka Title: 1' 0 0 3 M N 6 d�' O. LL 0, lA d E E O U a) U c co LL N Y L O O O c 0, M C G) E U 5 Packet Pg. 120