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HomeMy WebLinkAboutCRA-R-14-0041 ExhibitMAX MIAMI ECONOMIC INCENTIVE AGREEMENT THIS MAX MIAMI ECONOMIC INCENTIVE AGREEMENT (the "Agreement") is made as of the day of May, 2014 by and between NR MAX MIAMI, LLC, a Florida limited liability company (the "Owner"), and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS: A. The CRA was formed for the purpose of removing slum and blight in the Omni Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. Notwithstanding the Redevelopment Area's regional location and proximity to important centers of activity, major transportation systems, and significant centers of employment, the Redevelopment Area has seen limited commercial and residential development since the inception of the CRA in 1987. C. The Omni CRA Redevelopment Plan recognizes that diminishing the impact of existing urban barriers, reconnecting the Redevelopment Area to adjacent neighborhoods, and creating a pedestrian friendly environment, will address the most important inhibitors to redevelopment. D. The Owner is the owner of that certain real property located in the Redevelopment Area as more particularly described and identified on Exhibit "A" attached hereto and made a part hereof (the "Property"). E. The Owner desires to develop the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof (collectively, the "Project"). F. The Owner has requested that the CRA provide economic incentives to the Owner to assist in the development of the Project, which development will serve as a catalyst for the Redevelopment Area and will result in the construction of certain roadway and sidewalk improvements necessary to encourage future development within the Redevelopment Area. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the CRA hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Affiliate" of any Person (the "Specified Person") means any other Person (a) that directly or indirectly controls, is controlled by or is under common control with such Specified Person; (b) who is an officer, manager, employee or agent of, partner in, or trustee of, or serves in a similar capacity with respect to, the Specified Person (or any of the Persons named in clause (a) above; (c) of which the Specified Person is an officer, manager, employee, agent, partner or trustee, or serves in a similar capacity; or (d) who is a member of the Specified Person's family. For purposes of this definition, the term "control" means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities, by contract or otherwise. 2.2 "Applicable Cost" means the actual cost to the Owner of labor, materials, demolition, land improvements, utility installation, architectural and engineering services, permit fees, and other work performed and costs incurred in connection with the construction and completion of the Community Improvements. 2.3 "Auditor" means an independent third party auditor, who may be retained on any given year by the Owner or the CRA, at the sole cost and expense of the Owner, in accordance with Section 4 of this Agreement. 2.4 "Base Year" means the year prior to the year in which the tax rolls reflect an increase in the assessed value of the Property resulting from Substantial Completion of the Proj ect. 2.5 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.6 "Commence Construction" means the commencement of physical construction (including, at a minimum, the commencement of excavation for foundations) at the Property. 2.7 "Community Improvements" means the improvements described and identified on Exhibit "C". 2.8 "Community Improvements Incremental TIF" means that ascribed to such term in Section 3.2.1 of this Agreement. 2.9 "Completion" means Substantial Completion of the Project, including completion of all punch list items. 2.10 "Completion Certificate" means the certificate from the Owner certifying completion of the Community Improvements, which certificate shall have appropriate backup, reasonably acceptable to the Executive Director, to substantiate the completion of the Community Improvements, certified as being true and correct by the Owner. 2.11 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.12 "County Approval" means the approval by the County of the Annual CRA Budget for the respective year which CRA Budget includes the line item of the payment to the 2 Owner of the Incremental TIF contemplated to be paid in accordance with the terms of this Agreement. 2.13 "CRA Approval" means the approval by the CRA Board of the annual operating budget for the CRA for the respective year, which includes the line item of the Incremental TIF contemplated to be paid in accordance with the terms of this Agreement. 2.14 "CRA Board" means the Board of Commissioners of the CRA. 2.15 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board. 2.16 "CRA Obligations" means that ascribed to such term in Section 6 of this Agreement. 2.17 "Development Costs" means the hard and soft costs actually incurred by the Owner in connection with the design and construction of, as applicable, the Project or the Community Improvements through Completion, excluding land costs, costs paid to any Affiliates, and costs of tenant improvements to the retail space of the Project above the base building improvements, as the same may be certified by an Auditor and as further certified by the Owner in the Development Certificate with respect to the Project. 2.18 "Development Certificate" means the certificate from the Owner of the Development Costs, in substantially the form of Exhibit "D", which certificate shall have appropriate backup, reasonably acceptable to the Executive Director, to substantiate the Development Costs, certified as being true and correct by the Owner. 2.19 "Development Incremental TIF" means that ascribed to such term in Section 3.1.1 of this Agreement. 2.20 "Executive Director" means the Executive Director of the CRA. 2.21 "Incremental TIF" means the tax increment funds, if any, actually received by the CRA from the County and the City generated from the Project for the applicable year after deducting all administrative charges imposed by the County and the City and excluding all charges or payments related to the Children's Trust above the tax increment funds actually received by the CRA from the County and the City for the Base Year applicable to the Project after deducting all administrative charges imposed by the County and the City and excluding all charges or payments related to the Children's Trust for the Base Year. 2.22 "Person" means any individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution, or other entity. 2.23 "Project" means that ascribed to such term in the Recitals of this Agreement. 3 2.24 "Property" means that ascribed to such term in the Recitals of this Agreement. 2.25 "Substantially Completed" or "Substantial Completion" means that the construction and development of the Project has been substantially completed in accordance with the plans and specifications, subject only to the completion of minor punch list items and a temporary certificate of occupancy or certificate of occupancy, or its equivalent, has been issued by the City for the Project. 3. DEVELOPMENT OF PROJECT AND EMPLOYMENT. the CRA that ($100,000,000. an inducement to the Owner a 3.1 Development of Project. The Owner hereby represents and warrants to the Owner will expend a minimum of One Hundred Million and No/100 Dollars 00) in Development Costs in connection with the development of the Project. As to the Owner to undertake the development of the Project, the CRA agrees to pay percentage of the Incremental TIF actually generated from the Project as follows: 3.1.1 Development Incremental TIF Adjustment. If the Owner expends not less than One Hundred Million and No/100 Dollars ($100,000,000.00) in Development Costs in connection with the Development of the Project and completes the Community Improvements as specified in this Agreement, the CRA shall pay to the Owner twenty-five percent (25%) of the Incremental TIF generated from the Project above the Base Year for a period, commencing with the first tax year after the Base Year (the "Development Incremental TIF"), subject to the County Approval and the CRA Approval of the CRA Budget being obtained on an annual basis and terminating upon the expiration of the CRA. If the Owner expends less than One Hundred Million and No/100 Dollars ($100,000,000.00) in Development Costs to complete the Development of the Project and completes the Community Improvements as specified in this Agreement, then in such event, the percentage of total Development Incremental TIF which will be payable to the Owner shall be reduced by the percentage the Development Costs that are less than One Hundred Million and No/100 Dollars ($100,000,000.00). For example, should the Development Costs equal 75% of $100,000,000.00, based upon the Development Certificate, the percentage of the Development Incremental TIF that the CRA will be obligated to pay to the Owner shall be reduced by 25% for the term of this Agreement. The Owner shall not receive any additional percentage of Development Incremental TIF for expending more than $100,000,000.00. 3.1.2 Development Certificate. Within sixty (60) days of the Substantial Completion of the Project, the Owner shall submit to the CRA the Development Certificate (certified as being true and correct by the Owner). The Development Certificate shall be utilized by the CRA to calculate the percentage of the Development Incremental TIF which will be payable to the Owner absent manifest error. If requested by the Executive Director of the CRA, the Owner shall provide reasonable additional back up documentation for the Development Certificate. The Owner shall not be entitled to any of the Development 4 Incremental TIF pursuant to Section 3.1.1 until the Owner provides the Development Certificate. 3.1.3 Disputes. In the event of a dispute between the Executive Director and the Owner as to the Development Costs, the Executive Director and the Owner shall proceed in good faith to resolve the dispute. At the discretion of the Executive Director, the dispute may be referred to the CRA Board for further direction regarding the settlement of such dispute. If the parties are unable to resolve the dispute after it has been referred to the CRA Board, then within thirty (30) days of written notice to the other, the parties irrevocably agree that all such disputes shall be referred to an accounting firm mutually agreeable to the parties (the "Independent Accountant"). The parties shall furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that party or its agents. The parties shall be afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues, to review the work papers, documents and information furnished by the other party, and to discuss the issues with the Independent Accountant. The determination by the Independent Accountant, as set forth in a notice to be delivered to both parties within sixty (60) days of the submission to the Independent Accountant of the issues in dispute, shall be final, binding and conclusive on the parties. The cost of the Independent Accountant shall be paid by the Owner. 3.1.4 Payment of Development Incremental TIF. Upon the Owner complying with Section 3.1.2, but subject to County Approval and CRA Approval of the CRA Budget, on an annual basis, for each year after the Base Year, the CRA shall pay to the Owner the applicable percentage of the Incremental TIF due pursuant to Section 3.1.1, within sixty (60) days after the CRA's receipt of the Development Certificate from the Owner as required by Section 3.1.2 for the first year after the Base Year and, thereafter, thirty (30) days after the CRA's receipt of the Incremental TIF from the County and the City. 3.1.5 Commencement and Completion of Project. The Owner acknowledges that the prompt development of the Project as well as the Community Improvements by the Owner is a material inducement for the CRA to enter into this Agreement. In the event that the Owner does not Commence Construction of the Project and Community Improvements by June 30, 2015 and does not Substantially Complete the Project and the Community Improvements by January 1, 2017, then the maximum amount of Incremental TIF that the CRA shall pay to the Owner pursuant to Section 3.1.1 shall be reduced by ten percent (10%) for each six (6) month period that the Owner has failed to Commence Construction or Complete Construction. For example, if the Owner Substantially Completes the Project on August 1, 2017 (i.e. seven (7) months after the deadline set forth above), then the total amount of the Incremental TIF payable to the Owner will be reduced to 22.5% of the Incremental TIF (i.e. a reduction of ten percent (10%)). Furthermore, the Owner shall not be entitled to any portion of the Incremental TIF until the Owner provides the CRA with a Certificate of Completion for the Community Improvements. 3.2 Community Improvements. The CRA acknowledges that the lack of adequate pedestrian friendly sidewalks and the existence of a street grid that fails to facilitate connectivity with adjoining neighborhoods have substantially inhibited the development potential of the Redevelopment Area. The CRA agrees that the completion of the Community Improvements will serve as a necessary step to revitalizing the Redevelopment Area. Subject to the Owner completing the Community Improvements, the CRA will pay to the Owner annually a portion of the Incremental TIF generated from the Project each calendar year as follows: 3.2.1 Community Improvement Incremental TIF Adjustment. If the Owner completes the Community Improvements in connection with the Development of the Project, the CRA shall pay to the Owner twenty-five percent (25%) of the Incremental TIF generated from the Project above the Base Year for a period commencing with the first tax year after the Base Year (the "Community Improvement Incremental TIF"), subject to the County Approval and the CRA Approval of the CRA Budget being obtained on an annual basis and terminating upon the expiration of the CRA. 3.2.2 Completion Certificate. Within sixty (60) days of the Substantial Completion of the Community Improvements, the Owner shall submit to the CRA the Completion Certificate (certified as being true and correct by the Owner). If requested by the Executive Director of the CRA, the Owner shall provide reasonable additional back up documentation for the Completion Certificate. The Owner shall not be entitled to any of the Community Improvement Incremental TIF pursuant to Section 3.2.1 until the Owner provides the Completion Certificate to the CRA. 3.2.3 Disputes. In the event of a dispute between the Executive Director and the Owner as to the Completion Certificate, the Executive Director and the Owner shall proceed in good faith to resolve the dispute. At the discretion of the Executive Director, the dispute may be referred to the CRA Board for further direction regarding the settlement of such dispute. If the parties are not able to resolve the dispute after referral to the CRA Board, then within thirty (30) days of written notice to the other, the parties irrevocably agree that all such disputes shall be settled by binding arbitration. The arbitrator will be selected by mutual agreement of the parties, but if the parties are unable to reach agreement on the selection of the arbitrator within thirty (30) days after the date on which the notice of arbitration is sent to the parties, then the arbitrator will be selected in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Miami, Florida, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted by an arbitrator experienced in the construction industry and shall include a written record of the arbitration hearing. The decision of the arbitrator shall be final, binding and conclusive on the parties. 6 3.2.4 Payment of Community Improvement Incremental TIF. Upon the Owner complying with Section 3.2.2, but subject to County Approval and CRA Approval of the CRA Budget, on an annual basis, for each year after the Base Year, the CRA shall pay to the Owner the applicable percentage of the Incremental TIF, due pursuant to Section 3.2.1, within sixty (60) days after the CRA's receipt of the Completion Certificate from the Owner as required by Section 3.2.2 for the first year after the Base Year and, thereafter, thirty (30) days after the CRA's receipt of the Incremental TIF from the County and the City. 4. AUDITOR. The Owner acknowledges that the CRA may, upon request of the CRA's external auditor, elect to audit the Development Certificate in order to substantiate the information provided therein. In the event the CRA elects to audit the Development Certificate, the Owner shall provide or make available to the Auditor all necessary back-up information or documentation that is requested by the Auditor in order to certify the information contained therein as being true and correct. The Owner may select the Auditor, or allow the CRA to select the Auditor. The Owner shall bear all costs associated with the Auditor for services in connection with this Agreement, provided that the cost paid by the Owner to the Auditor shall not exceed Fifteen Thousand and 00/100 Dollars ($15,000.00). 5. INCREMENTAL TIF PAYMENTS AFTER SALE. Notwithstanding the Owner's sale, lease or other disposition of all or any portion of the Project (including, but not limited to, the sale or lease of all or any portion of the residential units or retail uses contemplated as part of the Project), the Owner shall continue to receive both the Development Incremental TIF and the Community Improvement Incremental TIF payable to the Owner set forth in this Agreement for the term of this Agreement. The Owner may assign to any Person all or any portion of the rights to receive such revenue from the CRA and, upon written notice from the Owner to the CRA, the CRA shall direct such payment to the Person indicated by the Owner. 6. SUBORDINATION OF INCREMENTAL TIF. The Owner acknowledges and agrees that in addition to the obligation of the CRA to make the payments to the Owner contemplated by this Agreement, the obligations of the CRA under this Agreement are junior and subordinate to the obligations of the CRA to pay debt service or other obligations with respect to any bonds now existing or otherwise contemplated in furtherance of the projects described in that certain Interlocal Agreement Between The City of Miami, Miami -Dade County, Southeast Overtown Park West CRA and Omni CRA to Provide Funding for Major Projects for the Benefit of All Parties, dated December 31, 2007, as amended prior to the effective date hereof (a copy of which is attached hereto as Exhibit "F") to be funded by the CRA or the City on the CRA's behalf, and any pledge of Incremental TIF by the CRA or the City on the CRA's behalf for such bonds (collectively, the "CRA Obligations"). Under no circumstances shall the CRA be obligated to make payments to the Owner from its general revenues or any other sources if Incremental TIF is unavailable after the CRA makes all required payments under the CRA Obligations. To the extent no Incremental TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations under this Agreement as a result of the CRA Obligations, such payments shall be reduced to the amount of Incremental TIF available, if any. 7. CHALLENGES. 7 7.1 No Liability. The Owner hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to this Agreement and covenants and agrees not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement. 7.2 Duty to Defend. In the event of any challenge to this Agreement, the Owner, at its sole cost and expense, may defend any such challenge. The CRA shall cooperate with the Owner and, if necessary, participate in the defense of such challenge provided the Owner pays the costs of such defense. 7.3 Waiver of Claim. The Owner waives any and all claims which the Owner now has or may hereafter have against the CRA as a result of any challenge to this Agreement, and the Owner acknowledges and agrees to assume the risk of any challenge to this Agreement. Under no circumstances shall the Owner be entitled to any recovery with respect to any claims or any cause of action against the CRA resulting from any challenge to this Agreement, all such claims being expressly waived by the Owner. 8. REPRESENTATIONS OF OWNER. The Owner makes the following representations to the CRA as follows: 8.1 The Owner is a limited liability company, duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 8.2 The Owner's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which such entities are a party or by which they may be bound or affected. 8.3 This Agreement constitutes the valid and binding obligation of the Owner, enforceable against the Owner and its successors, heirs and assigns, in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. NOTICES. Notices required or permitted to be given pursuant to the terms of this Agreement will be delivered in person or sent by certified mail, return receipt requested, postage prepaid, by recognized contract carrier providing signed receipt for delivery, and will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: OWNER: NR MAX MIAMI, LLC c/o N.R. Investments, Inc. 1111 Park Centre Boulevard Suite 450 8 Miami Gardens, Florida 33169 Attention: Nir Shoshani CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue 2nd Floor Miami, Florida 33136 Attention: Pieter A. Bockweg, Executive Director Copy to: Office of the City Attorney 444 S.W. 2nd Avenue 9th Floor Miami, Florida 33130 Attention: Barnaby L. Min, Esq. 10. STATUS OF LAW. The Owner acknowledges that no voter approval was obtained in connection with this Agreement. In the event this Agreement is determined to be unenforceable as a result of (a) the multi -year CRA commitment regarding the use of the Incremental TIF; (b) the failure to obtain County Approval of the CRA Budget on an annual basis; or (c) the failure of the CRA Board to approve the CRA Budget on an annual basis, the Owner acknowledges and agrees that the CRA shall have no liability to the Owner arising under this Agreement. The Owner acknowledges that this provision is a material inducement for the CRA to enter into this Agreement. 11. COUNTY APPROVAL. The Owner acknowledges that this Agreement has not been submitted to the County for review or approval but that the Incremental TIF payments contemplated by this Agreement will be included in the annual budget submitted by the CRA to the County, once the CRA Budget is approved by the CRA Board. The CRA shall have no liability to the Owner in the event the CRA is not permitted by the County to make the payments contemplated by this Agreement. 12. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of breach of this Agreement by the CRA, the Owner may seek specific performance of this Agreement and any recovery shall be limited to Incremental TIF generated by the Project above the applicable Base Year, to the extent permitted to be paid to the Owner by the County and subject to any limitations specified herein. 13. DEFAULT BY OWNER. In the event the Owner breaches its duties and obligations under this Agreement and such failure is not cured within thirty (30) days of the Owner's receipt of written notice of default specifying the breach, or such longer period of time, not to exceed one hundred fifty (150) days, if the default, by its nature cannot be cured within thirty (30) days and the Owner has not commenced the curative action within thirty (30) days 9 and diligently pursues same, then the CRA will have no further duties and obligations under this Agreement. Notwithstanding this section, a failure by the Owner, or its successors, heirs or assigns, to file applicable documentation, including but not limited to the Development Certificate or Completion Certificate, or any other failure to access the Incremental TIF, as described in Section 3, shall only constitute a breach of its obligations for that calendar year, and shall not constitute a default in future years under this Agreement. The CRA acknowledges that the Owner's failure to build either the Project or the Community Improvements shall not entitle the CRA to any damages from the Owner. The CRA's sole and exclusive remedy with respect to a breach of this Agreement by the Owner shall be to withhold the payments from the Incremental TIF contemplated by this Agreement. 14. CONSULTANT AND PROFESSIONAL COMPENSATION. The Owner may retain consultants and professionals to assist the Owner with the negotiation and execution of this Agreement, and the Owner may compensate those consultants and professionals at their standard hourly rate for services performed, or any other method of compensation that is considered standard and reasonable for that particular service. Notwithstanding anything to the contrary contained herein, in no event shall the Owner compensate any such consultant or professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the CRA Board's approval of this Agreement, and subsequent receipt of the Incremental TIF. 15. ADJUSTMENT TO FOLIO NUMBERS. The Owner and the CRA acknowledge that the current tax folio numbers and assessed values with respect to the Project may change as a result of the reconfiguration of the Property in connection with the Project. In such event, the Executive Director of the CRA and the Owner shall proceed in good faith to agree as to (a) which new folio numbers are applicable to portions of the Project, based upon the adjustment in such new folio numbers by the Miami -Dade County Property Appraiser, and (b) which assessed values will be applicable for the Base Year and thereafter with respect to the Property. 16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA and the Owner. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Owner further represents and acknowledges that no one was paid a fee, commission, gift or other consideration by the Owner or the Owner's agent, as an inducement to entering into this Agreement. 17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and obligations herein, shall be binding upon the successors in interest, and assigns of the Owner who are owners of the Property or portions thereof and run with the land. It is acknowledged that the Owner, as the fee simple owner of the Project, is free to convey title (fee simple, leasehold or otherwise) to third parties of all or portions of the Project subject to the terms of this Agreement. 10 18. PERMITTING. The Owner agrees to use good faith efforts to obtain the necessary approvals and permits necessary for the construction of the Community Improvements. The Owner shall not be deemed in default of this Agreement if, through no fault of the Owner, the Owner is unable to obtain such permits prior to the completion of construction of the Project. 19. CAP ON INCREMENTAL TIF. Notwithstanding anything to the contrary contained in this Agreement, the total amount of Incremental TIF that shall be paid to the Owner during the term of this Agreement is Nine Million and No/100 Dollars ($9,000,000.00) subject to the limitations stated in Section 3.1.1 and shall not exceed fifty percent (50%) of the Incremental TIF received by the CRA from the County and the City in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) on an annual basis. 20. CRA BUDGET. The CRA covenants and agrees to include in its annual operating budget a line item for the annual payments contemplated by this Agreement, subject to CRA Board approval. 21. DUTIES OF OWNER. As further inducement for the CRA to enter into this Agreement, the Owner and the CRA have agreed to enter into a first source hiring agreement with respect to employment during construction of the Project in the form of Exhibit "E" attached hereto. 22. MISCELLANEOUS. 22.1 All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 22.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 22.3 In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels and at any administrative proceedings. 22.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 22.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. Agreement. 22.6 Time shall be of the essence for each and every provision of this 11 22.7 No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, or the City, in an individual capacity. 22.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 22.9 This Agreement may not be recorded in the Public Records of Miami - Dade County. 22.10 This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. The Executive Director shall have the authority to enter into any change, alteration, or modification permitted under this Agreement without the need for CRA Board approval unless specifically stated otherwise herein. 23. FORCE MAJEURE. In the event that either party hereto is prevented from fully and timely performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other industrial disturbances, acts of the public enemy, laws, rules and regulations of governmental authorities, wars or warlike action (whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists or vandals, riots, epidemics, landslides, sinkholes, lightning, hurricanes, storms, floods, washouts, fire or other casualty, condemnation, civil commotion, explosion, breakage or accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any government or public authority, accident, repairs or other matter or condition beyond the reasonable control of either party (collectively called "Force Majeure", financial inability to perform hereby expressly excluded), such party shall be relieved of the duty to perform such obligation until such time as the Force Majeure has been alleviated; provided, that upon the removal of the Force Majeure, the obligation prevented from being fulfilled will be automatically reinstated without the necessity of any notice whatsoever. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 'SIGNATURE PAGE TO FOLLOW] 12 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. OWNER: NR MAX MIAMI, LLC„ a Florida Witness: limited liability company By: Print Name: Name: Title: Print Name: ATTEST: CRA: Omni Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: By: Todd B. Hannon Pieter A. Bockweg Clerk of the Board Executive Director APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: By: By: Anne -Marie Sharpe Victoria Mendez Interim Director General Counsel Risk Management 13 Exhibit "A" Legal Description of Property Exhibit "B" The Project MAX MIAMI is a mixed use development that includes (i) approximately 513 residential units; (ii) approximately 10,000 square feet of retail (including restaurant) and commercial space; and (iii) parking. Exhibit "C" Community Improvements Addressing Pedestrian Access. The sidewalks along 17th Street between Second Avenue and North Miami Avenue are currently narrow and disjointed. The current condition of the sidewalks significantly impedes pedestrian movement within the area. The Community Improvements by the Owner include but are not limited to (i) removing the existing four (4) foot wide concrete sidewalks on the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17'h Street from North Miami Avenue to North Miami Place, (ii) adding a five (5) foot wide concrete sidewalk with an additional three (3) foot wide landscape buffer for shade trees, landscaping and irrigation, on the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, (iii) milling and resurfacing 17th Street from Second Avenue to North Miami Avenue, (iv) removing and replacing all existing FPL wooden poles with new aluminum or concrete Miami Dade County approved poles with street lights attached on the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, (v) placing waste receptacles along both the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, all as further detailed in the attached sketch and plans. All Community Improvements, including but not limited to any street lights and waste receptacles, shall have a similar look and feel as those improvements that were completed by the CRA along NW 14th Street. Addressing Vehicular Access. 17th Street is currently One -Way (from West to East) starting at the intersection of NE 1st Avenue crossing NE 1st Court and ending at Second Avenue (2 Blocks). 17th Street is also One -Way (from East to West) starting at the intersection of NE 1st Avenue crossing NE Miami Place, NE Miami Court and ending at North Miami Avenue. The One -Way direction of 17th Street inhibits residents and visitors from easy access to the residential and commercial properties that line the street. The Owner proposes constructing (i) a six (6) foot wide island in the center of 17th Street between Second Avenue and North Miami Avenue to create a landscaped median and (ii) creating a Two -Way street along 17th Street from Second Avenue to North Miami Avenue with curb -side parallel parking on the south side of 17th Street, all as further detailed in the attached sketch and plans. The Owner has estimated that the Development Cost for the Community Improvements will not exceed $2,000,000.00 in Applicable Costs. To the extent that the Applicable Costs exceed such amount, the Owner shall have the right to adjust the scope of work set forth herein (including removing items) to ensure that the total Development Cost of the Community Improvements does not exceed $2,000,000.00. The Owner will have no obligation to maintain the Community Improvements upon its completion. The Owner, at its own cost and expense, shall submit to the CRA its plans for the construction and installation of the Community Improvements. The plans shall include a schematic layout of the Community Improvements and a lighting and landscaping plan (the "Plans"). Within twenty (20) business days of receipt of the Plans, the CRA shall give the Owner written notice of either the approval or disapproval of the Plans. If the CRA disapproves the Plans, then such notice of disapproval shall set forth the reasons therefor. The CRA may only disapprove of the Plans upon a finding by the CRA that the Plans contain material variations from the specifications of the Project as set forth in the description contained in this Exhibit C. In the event that the CRA disapproves the Plans, the Owner shall modify the Plans in accordance with the reasons set forth in the CRA's disapproval notice. The modified Plans shall be resubmitted to the CRA for the CRA's final review and approval in accordance with the standards of review set forth above. The CRA shall have a period of ten (10) business days following receipt of such revised Plans within which to review same and furnish to the Owner written notice of the CRA's approval or disapproval. If the CRA fails to furnish to the Owner written notice of the CRA's approval or disapproval of the Plans or revised Plans within the time frame set forth above, then the Plans shall be deemed approved. The Community Improvements shall be deemed complete for purposes of this Agreement upon the completion of the work specified in the Plans, as may be adjusted by the Owner to ensure that the total Development Cost of the Community Improvement does not exceed $2,000,000.00 and submission of a Completion Certificate. If, upon the completion of the Community Improvements, the Applicable Costs are less than $2,000,000.00, the Owner shall remit the difference to the CRA so the total expenditure of funds for the Owner shall be $2,000,000.00. The CRA will then be responsible for utilizing the remaining amount for any other improvements or obligations within the Redevelopment Area within the sole discretion of the Executive Director after consultation with the Owner. 17 Exhibit "D" Development Certificate DEVELOPMENT CERTIFICATE The undersigned hereby certifies to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), that NR MAX MIAMI, LLC, a Florida limited liability company (the "Owner") has actually paid $ in hard and soft costs to third parties unaffiliated with the Owner in connection with the development of the Project, as defined in the MAX MIAMI Economic Incentive Agreement dated May _, 2014 by and between the Owner and the CRA, as reflected on (i) AIA Form G702, or similar form accepted by the Owner's lender, attached hereto as Exhibit "A" ("Form G702 or equivalent"), and (ii) the Schedule of Soft Costs attached hereto as Exhibit "B" ("Schedule of Soft Costs"), and that the Form G702 or equivalent, and the Schedule of Soft Costs are true and correct in all material respects. NR MAX MIAMI, LLC, a Florida limited liability company By: Name: Title: 18 Exhibit "E" First Source Hiring Agreement (Construction) MAX MIAMI FIRST SOURCE HIRING AGREEMENT (CONSTRUCTION) THIS AGREEMENT is made this day of , 2014, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and NR MAX MIAMI, LLC, a Florida limited liability company (the "Developer"). RECITALS A. The CRA was formed for the purpose of removing slum and blight in the Omni redevelopment area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. The Developer is the owner of property located within the Redevelopment Area which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"). C. The Developer intends to develop the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof and construct certain Community Improvements, as defined in that certain Max Miami Economic Incentive Agreement, dated of even date herewith, between the parties hereto (collectively, the "Project"). D. Simultaneously with the execution of this Agreement, the CRA and the Developer have entered into the MAX MIAMI Economic Incentive Agreement (the "Incentive Agreement") pursuant to which the CRA will make tax increment funds available to the Developer which will be used by the Developer to defray a portion of the costs of development of the Project. 19 E. The Developer has agreed to enter into this Agreement in order to induce the CRA to enter into the Incentive Agreement. NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form. Capitalized terms not specifically defined herein are as defined in the Incentive Agreement. "Agency" shall mean the South Florida Work Force, a state and federally funded 501(c)(3) organization, or a similar community -based organization reasonably acceptable to the CRA. In the event the Agency ceases to exist, upon request of the CRA, the Developer shall select a similar entity capable of handling the responsibilities designated to the Agency hereunder, reasonably acceptable to the CRA. The Developer may depend on the Agency to determine economic status (low-income, unemployed, etc.), residency, and other vital information of applicants or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Agreement" shall mean this First Source Hiring Agreement in its entirety. "City" shall mean the City of Miami, Florida. "County" shall mean Miami -Dade County, Florida. "Construction Contract" shall mean a contract with a total contract value of $250,000.00 or more related to the construction of the Project or part thereof. "Construction Contract" shall not include lease agreements or contracts related to operations of ongoing business at the Project. 20 "Construction Contractor" shall mean a prime contractor, a subcontractor, or any other business entering into a Construction Contract. "Construction Phase" shall mean the period of time beginning with the commencement of construction of the Project and ending upon the issuance of a certificate of completion. "Full Time Employee" shall mean an individual employed for a minimum of forty (40) hours per standard five-day work week, receiving all of the employee benefits offered by the respective employer to other similarly employed individuals. "Lease Agreement" shall mean a retail lease agreement for the leasing of space within the Project. "Low to Moderate -Income Individual" shall mean (i) an individual whose household income is no greater than 80% of the median income for the County based on the local Census data, or (ii) an individual who is unemployed. "Qualifying Individuals" shall mean Low to Moderate -Income Individuals who are Residents. The Developer may depend on the Agency to determine whether individuals are Qualifying Individuals, as well as their employment, economic status, residency, and other vital information of applicants, or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Residents" shall mean residents of the Redevelopment Area or the City. "Site" or "On -Site " shall mean within the boundaries of the Project. HIRING AND MINORITY EMPLOYMENT PROGRAM Community Outreach. This section is intended to develop reliable resources for community outreach associated with exceeding a participation goal of thirty percent (30%) for new job opportunities for Qualifying Individuals during the Construction Phase of the Project, 21 including the prescreening of resumes and the operation of training programs that will develop the necessary skills to facilitate the employment of Qualifying Individuals. This section aims to accomplish these goals by (i) holding events, at least annually, that provide adequate notice to Residents of job opportunities, and (ii) collaborating with community -based organizations and other groups to ensure that appropriate training programs are developed and offered to Residents to establish (a) a mechanism whereby Qualifying Individuals can receive job training in the skills requested by employers for the Project, and (b) a system for prompt reliable pre-screening and referral of applicants to employers as jobs become available. Construction Phase. During the Construction Phase, the Developer shall utilize the services of the Agency for community outreach in striving to meet or exceed a goal of thirty percent (30%) for new job opportunities for Qualifying Individuals. For each Construction Contract, the Developer shall use commercially reasonable efforts to require the Construction Contractor and each of the subcontractors retained by the Construction Contractor to provide employment opportunities generated by the Project to Qualifying Individuals, including, but not limited to, those who are participants in the Agency's training and employment programs, subject to (i) the Construction Contractor's or subcontractors' obligations pursuant to applicable laws, rules, regulations, and orders; (ii) any collective bargaining or other employment or labor agreement; and (iii) the Construction Contractor's obligations to fill vacancies generated by the Project with (a) the Construction Contractor's employees from other jobs, and (b) persons laid off by the Construction Contractor within the last two (2) years. It is understood that jobs may be offered on the basis of qualifications. However, should qualifications be equal, the Developer shall use commercially reasonable 22 efforts to cause the Construction Contractor to offer such employment opportunities in the following order of priority, subject to the terms and conditions above: (i) to Residents of the Redevelopment Area; (ii) Residents of the City. The Developer shall use commercially reasonable efforts to cause each Construction Contractor to collaborate with the Agency to ensure that appropriate skills training programs are established with the objective of training Qualified Individuals for employment as part of the On -Site construction work force for the Project. For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to notify the Agency on a monthly basis of (i) entry level and apprenticeship positions; (ii) union and non -union job openings resulting from the Construction Contract requirements; and (iii) the number of positions needed and the minimum qualifications required for each position. For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to utilize the Agency as the "first source" in identifying candidates for entry-level, apprenticeship, and union and non -union positions. For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to give preference and first consideration on the basis of qualifications; however, should qualifications be equal among candidates, the Developer shall use commercially reasonable efforts to cause Construction Contractor, to the extent permitted by law and any existent labor agreements, and except as otherwise provided for in Section 1 hereof, to offer such employment opportunities in the following order of priority: to (i) Residents of the Redevelopment Area; (ii) to Residents of the City to fill entry level, apprenticeship, union and non -union positions. 23 For each Construction Contract, the Developer shall use commercially reasonable efforts to (i) cause the Construction Contractor to advertise or cause to be advertised through: (a) the Agency; (b) local media; and (c) the City community television channel; and (ii) hold job fairs in the Redevelopment Area seeking to attract Qualifying Individuals for training and employment at the Project . For each Construction Contract, the Developer further agrees to use commercially reasonable efforts to cause the Construction Contractor to use its commercially reasonable efforts to ensure that thirty percent (30%) or more of those individuals offered employment are Qualifying Individuals. As long as these persons remain employed, their positions will continue to be counted toward the thresholds of the Developer's performance regardless of any change in their status as a Qualifying Individual. Annual thresholds shall be pro -rated monthly as required. In the event that the Agency is unable to identify Qualified Individuals for the unfilled positions needed by the Construction Contractor, any qualified person, irrespective of their status as Qualifying Individuals may be hired for the unfilled/targeted position. The CRA acknowledges that all employees of the Project will be required to have the necessary employment skills, and meeting the insurance policy requirements of the Project, including, but without limitation, requirements for a drug -free workplace. In addition, the CRA acknowledges that various employment opportunities may require union membership, and may require security clearances consistent with the Project's security policies and procedures. For purposes of this Agreement, to the extent the Agency provides the above services, the Developer may rely on the information provided by the Agency for verification purposes. To the extent that the procedures set forth in this section are in conflict with applicable federal, state or local laws, as it pertains to the Developer or Construction Contractor's 24 procedures, the Developer or Construction Contractors may substitute other procedures, that are reasonably acceptable to the CRA, in order to accomplish the purpose and intent of this Agreement. REPORTING Semi -Annual Reports Analysis. The Developer shall use commercially reasonable efforts to cause the Construction Contractors to prepare, or cause to be prepared, detailed semi-annual reports on the implementation of all sections of this Agreement during the Construction Phase. The Construction Contractor shall coordinate with the Developer in the creation of the semi-annual reports and the Developer will submit the completed report to the CRA. The CRA shall not unreasonably reject the semi-annual reports provided by the Construction Contractor and the Developer. These reports should include, but not be limited, to the following: • total number of positions hired to -date; • total number of positions held by Qualifying Individuals residing in the Redevelopment Area and the City, respectively; • total new hires this reporting period; • total new hires from prior reporting period; • total new hires to -date; • total number of individuals referred from each respective recruiting source; and • total number of individuals hired from each respective recruiting source. These reports shall be provided to the CRA, consistent with any security provisions of the Project. If the report indicates that the percentage threshold requirement is not being met, the Developer shall use commercially reasonable efforts to cause each Construction Contractor to include as part of the report a discussion of the reasons the threshold requirements were not met. 25 Further, in the event the Agency prepared the report or the initial data on Qualifying Individuals, on behalf of the Developer, the Developer shall be entitled to rely on information provided by the Agency. The last report shall be delivered to the CRA within six (6) months of the conclusion of the Construction Phase. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM For each Construction Contract, the Developer shall use commercially reasonable efforts to cause this Agreement, or any amended version thereof, to be included as a material term of such Construction Contract. NOTICES Notices required or permitted to be given pursuant to the terms of this Agreement will be delivered in personor sent by certified mail, (with return receipt requested and postage prepaid), by a recognized contract carrier providing signed receipt for delivery, notice will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: If to the Developer: If to the CRA: NR MAX MIAMI, LLC c/o N.R. Investments, Inc. 1111 Park Centre Boulevard Suite 450 Miami Gardens, Florida 33169 Attention: Nir Shoshani Pieter A. Bockweg, Executive Director Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue 2nd Floor Miami, Florida 33136 26 With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue 9'h Floor Miami, Florida 33130 Attention: Barnaby L. Min, Esq. GENERAL PROVISIONS Severabilitv Clause. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party. Intended Beneficiaries. The CRA is an intended third -party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against each Construction Contractor. Term. This Agreement shall become effective on the date of mutual execution of this Agreement. This Agreement shall automatically expire, and the Developer shall have no further obligations hereunder, upon substantial completion of the Project. Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. Estoppel. The parties hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging that the other party is not in default of this Agreement. 27 Construction. The parties hereto have been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. No Termination of Existing Employees. Neither the Developer, nor any Construction Contractor, shall be obligated to terminate any existing employees to comply with the terms and provisions of this Agreement. Should either the Developer or Construction Contractor be unable to meet the thresholds or objectives of this Agreement, due to low employment position vacancy, the threshold will be based upon the job openings that are available. Entire Agreement. This Agreement and the Incentive Agreement contain the entire agreement between the parties with respect to construction of the Project and supersedes any prior agreements regarding hiring, whether written or oral. Amendments. This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and the CRA. Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury with respect to: (i) any action, proceeding or counterclaim based on this Agreement; (ii) any action arising out of, under or in connection with (a) this Agreement; (b) any amendment or modification of this Agreement; or (c) any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. 28 [SIGNATURE PAGES TO FOLLOW] 29 IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: Witnessed: DEVELOPER: NR MAX MIAMI, LLC, a Florida limited Print Name: liability company Print Name: ATTEST: Todd B. Hannon, Clerk of the Board By: Name: Title: CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Name: Pieter A. Bockweg Title: Executive Director APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez, General Counsel 30 Exhibit "A" Legal Description of Property Lots 5, 6, 7, 8, 9 and 12, Block 8, of ROBBINS GRAHAM AND CHILLINGWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book A, Page 49 112, of the Public Records of Miaml-Dade County, Florida, LESS the East 10 feet of Lot S; LESS the East 10 feet of Lot 8, and LESS the South 5 feet of Lot 12. TOGETHER WITH: Lots 1, 2 and 3, Block A, T.W. PALMER'S RESUBDIVISION, according to the Plat thereof, as recorded In Plat Book 4, Page 60, of the Public Records of Miami -Dade County, Florida, LESS the South 10 fEet of Lot 3. Lot I- Folio No. 01-3136-008-0010 - 1615 NE Miami Place Lot 2- Folio No. 01-3136-008-0020 - 1611 NE Miami Place Lot 3- Folio No. 01-3136-008-0030 - 1603 NE Miami Place Lot 5- Folio No. 01-3136-005-0350 - 1630 NE 1 Avenue Lot 6- Folio No. 01-3136-005-0360 - 1631 NE Miami Place Lot 7- Folio No. 01-3136-005-0370 - 1621 NE Miami Place Lot 8- Folio No. 01-3136-005-0380 - 1622 Ne 1 Avenue Lot 9- Folio No. 01-3136-005-0390 - 1604 NE l Avenue Lot 12- Folio No. 01-3136-005-0390 - 1604 NE 1 Avenue Exhibit "B" The Project MAX MIAMI is a mixed use development that includes (i) approximately 513 residential units and (ii) approximately 10,000 square feet of retail (including restaurant) and commercial space. Exhibit F Interlocal Agreement 33