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Home My WebLink AboutCRA-R-14-0060 ExhibitSECOND AMENDMENT THIS SECOND AMENDMENT is made as of this day of September 2014 by and between AMC HTG I, LTD., a Florida limited partnership (the "Developer") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate created pursuant to Section 163.356, Florida Statues (the "CRA"). RECITALS A. Developer and the CRA entered into that Development Agreement dated as January 15, 2013 as modified by First Amendment to Development Agreement dated January 30, 2014 (collectively, the "Development Agreement"). B. Developer and the CRA desire and modify and amend certain other terms and provisions of the Development Agreement as hereinafter set forth. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The Recitals to this Second Amendment are true and correct and are hereby incorporated by reference and made a part hereof. 2. Defined Terms. All defined terms utilized in this Second Amendment but not defined in this Second Amendment shall have the meanings ascribed to said terms in the Development Agreement. 3. Property, The legal description of the Property attached to the Development Agreement as Exhibit "A" is hereby replaced with the legal description on Exhibit "A" attached hereto and made a part hereof. 4. Ground Lease. The term "Ground Lease" is hereby amended to mean that certain Ground Lease between the County and Sublessor dated December 19, 2008, as amended by Amendment to Ground Lease dated as of December 13, 2013 and as amended by Second Amendment to Ground Lease dated August 26, 2013. 5. Sublease. The term "Sublease" is hereby amended to mean that Sublease Agreement dated as of April 22, 2009 by and between Sublessor and Developer as amended by Amendment to Sublease Agreement dated as of December 13, 2012 and as amended by Second Amendment to Sublease Agreement dated as of September 11, 2013. 6. Property Issues. On or before November 1, 2014, Developer shall provide the Executive Director the following: (a) copy of the Survey and the Commitment which shall show Developer to be vested with a leasehold estate in the Property pursuant to the Sublease subject only to the Permitted Exceptions; (b) an environmental report and a reliance letter addressed to the CRA reflecting no environmental conditions that will adversely affect the development of the Project; and (c) a soil assessment report to enable the Executive Director to confirm that there are no soil conditions that will adversely affect the development of the Project. 7. Approval of Schematic Design Documents. Developer shall submit Schematic Design Documents which incorporate the reasonable comments received from HOFLDIA and the OCOB, to the Executive Director for review and approval on or before November 1, 2014. 8. Project Budget. The Preliminary Budget attached to the Development Agreement as Exhibit "C" is hereby replaced by the Preliminary Budget attached hereto as Exhibit "B". 9. Controlled Entity. The Controlled Entity shall mean 10. Non -Profit Grant Agreement. Section 5.4 of the Development Agreement is hereby amended to provide that the Non -Profit Grant Agreement shall be in substantially the form of Exhibit "C" attached hereto and made a part hereof. 11. Non -Profit. The CRA and the Developer agree that the Non -Profit shall be the Urban League of Greater Miami, Inc., a Florida not -for -profit corporation. 12. Bond Issue Approval. The CRA acknowledges that Bond Issue Approval has been obtained and the provisions of Section 5.5 of the Development Agreement are hereby deleted. 13. Closing. The Closing Date is hereby amended to be on the earlier of (a) ten (10) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or (b) , 2015, time being of the essence. 14. Notices. Section 16 of the Development Agreement is hereby amended to provide that notices to the CRA shall be sent to the following address: If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 819 NW 2nd Avenue Third Floor Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 2 And with a copy to: Staff Counsel Southeast OvertowniPark West Community Redevelopment Agency 819 NW 2nd Avenue Third Floor Miami, FL 33136 Fax: 305-679-6836 15. Ratification. Except as hereby modified, the CRA and Developer hereby ratify and reaffirm all the terms and provisions of the Development Agreement. 16. Conflict. To the extent of a conflict between the terms and provisions of this Second Amendment and the terms and provisions of the Development Agreement, the terms and provisions of this Second Amendment shall control. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first above -written. DEVELOPER: AMC HTG 1, LTD., a Florida limited partnership By: AMC HTG 1 GP, LLC, a Florida limited liability company, its general partner By: Matthew Rieger, Vice President Date Executed: CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director 3 ATTEST: Approved for legal sufficiency Clerk of the Board By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA 4 Exhibit "A" Legal Description 5 SITE LOCATION N.W. 17tti Street ■ �o•.a,xr�,W nA� f UDR NOT. i} 11d ie t a liatrndory Surtiiey 'bt�t, catty a. OR4P iWO pi«Pi 71t N cif Ih� desci1ptlan hQ rrs hsi an. 2 tdot valld Wlthout t slgrratut arad titQ 1;fginai relied seal of a FIorlda_ lJcenued Surveyyoor and topper. .dditlane or dcietlosta to survey maps or rx+prarts W y other' than the eignirrg A party or panties. ld pre.hlbbteii without written Kneed" of the signing. p or pertjes. r<3� liter truly be ,add1Eipnot Reetrlatiens list shown en this Sketch l Lteef that mcy be found. 1 , in,the Pdbile Records. of this.: un1y, Evzminnthon of:ABSTRA ar 7tTt;E will be inede for d»t telinS recorded k trurnen e,.if on.y offotUng' this property 4) --North Lo mw direction and bearino Shown hereon ow bored on: pos.0n d yoke of li l'34F`tft" W along the center line of N.Wi. 4dt Avenue as. shows an the recorded. Nat Rook f37. is tip Iarrl-laarla iGuhiy, p# rfd 5) 71rd Skatc Barad #,.egc�l bes p eNotrn betekt is beeee on to Informutlon provided try the Client. I6Ho title r ienzh tide been parforined to dertemaina If there. -.ors 'shyOenilldt eiiieting:or arising cut of the �crestlon of the eaeament z Right of'4Yciya, Po ref DesWiptk ns, or any other type ,of oriaunnbt macs ttrnt th 4 ersftn d o Ib t l gvl ;rmy be utllIzo fir.: N.W. lath MEET W.W. 1Eth &'if1 LOCATION MAP A PORTION 'OF SECTION 36 TOWNSHIP 53 SOUTH, RANGE 41 EAST. E COSY, FIARmA owl To mail) SURVEYOR'S CERTIFICATE: I Hereby Certify to the best of my knowledge and belief that ihls drawing Is a true and correct representation of the SKETCH AND LEGAL D SCR1PT1ON of the real property described hereon. I further certify that this skate h was prepared in accordance with the applicable provisions of chapter 81G17—S, Florida Administrative Coda. Ford, A�rmenterns efc tan , Arc. Date: October 8, 2008. M dw.Ferrtarrroz', i�.1v1 . ff al urv€s r fld M e to of Florida. l �l$ralon Io.5876 CULMER CENTER 1600 NW 3rd AVE-PARCEL A FORD, ARMMEWTEROS& MANUCY, INC. 1860 fd,W. CAM AI/EMI/Sand FLOOR MIAMI, FLORIDA 33172 PI& 34 4774472 FAX (Ej 47(.?&5 EGAL:DESORII'i'lDW HOUSING TRUST GROOP,ILO llama rn. l'"'° is0soa SSA sKETCt 111412211110 1211:0811t WA 08-047.1004 LEGAL DESCRIPTION: A portion of Tract "10", of "TOWNPARK SUSD1ViSION 4- WI .Pk0JEOT FLA.. R-10", according to the Prat thereof, os recorded in Plot 'Book Page 52, of the Public Records of Miami -Dade County, Florida. More particularly described as follows: Commence at. this Southeast corner of sold Tract. 1Q1-:thence. t ti, rieg2lmin00SeoW, along Uiu East line .*f ogle ll 'et`10 for. o ..ietannoe of 690,69: 'feet. Lc *Point of curvature of i alraulor .curve to the Iett, oorSc4ve to the. Southwest; thence North, Narthweetorl�yy, and Westerly along the eras tf'8eld Curve, haying for' its elements a radlua of 26.00 Rent, through a central angle of 47deg37min25o8O fat an arc distance of 3L3,25 404 ,ta- a point of t ingcney. thence S6.AdegQ1m163.5.eee1Y clona- lly North Llne.of void Tract 10, far o dietante of 168.27 foot to the POINT OP f E`0iNNINO of the hereinafter described porc;a1 of lamb thence continue $ 9do901mi4SeeaW, far O. dlatener), Of 24245 feet tc sr pohnt of Curvature of rr odrviukar ou.r a to the :left, meow to the Southeast,: thence Westerly, SnlYthweateriyy, and; 5outheriJr moor Thu crrc cat sold rrve, hoVing for lit elements o rradlus.Of 75.+OO feet, tlirOugh is oelitral male cf 00-de05.retin5f4soo .for .en Caro distance. of 30,S3. feet; to 0 point of tangonoy, thence. SO1d0g34min1EseoE, along the West. Lino of sold Trod ::10, for a distance .of 453.711 Wit; thence 1074e043rninitlsecE, along tho.North Line cat o 40-00 feat Utility Easement, for a .d steno of 105.35 foot; 'thence N01deg341-rnin23s°ecW, for a distance of 2341.84 fest; thencer N80deg46mTh38secL', for llstenoe .af 49,25 feet'„ thence NDOdera35rnin33seetW, far a distance af 170,15 feet; thence S#OdeagC9mIn43efsaEv, fir a cllsttrnce of 1.0.07 feet;: thence NO2deg05rnin25saoW, :ror a rlistcnae of 79.QB 'feet to the POINT OF E3EGINNLI . Containing 72,496,20 Square feet or,1.66 Acres more or Tess, LECEND Pitt - POIET tf PAL - OF tgtlni0 Pelf OF MIN P6: - PLAT OK PG. PAX - 841EEIUEi i)E Olt LIFE CUL ER CENTER 1600 NW 3rd AVE-PAR FORD, ARMENTEROS & IUCY, INC. 1950 kW. Nth AVENUE, 2riW FLOOR MIAMI, FLORIDA 93172 PH (305) 477.6472 FAX (: I5) 470.2805 A a - LEGAL DESCREP710N TOACCON{PANY SKETCH FiCUSINGTRUST GROUP, LW !."""" LD. pa Qom ot art /r 1000 14A 4f G Exhibit "B" Proposed Budget 6 SOURCES Amoua USES Percent 1st Mortgage 2,550,000 32,278 15.49% CRA Loan 7,500,000 94,937 45.56% Housing Credit Equity 5,880,898 74,442 35.73% Other - 0 0 0.00% Deferred Developer Fee 529,602 6,704 3.22% TOTAL SOURCES 16,460,500 208,361 100.00% Per Unit Per SF LAND Acquisition costs - - Land (other) Parking Red Pint. 111,000 Other CRA Pint 50,000 Total Land 161,000 HARD COSTS Res. Bldg 9,500,000 120,253 133,41 Off -site improvements _ - 3rd Ave Facade Improvements 75,040 949 1.05 Construction Contingency 478,750.00 6,060 6.72 Total Hard '- 3-0,053,750 127,263 141.18 FINANCING COSTS Application Fees - - Interest - 1st 13,000,000 536,000 6,785 7.53 Interest - Other _ _ Costs of Issuance (TE Bands) 400,000 5,063 5.62 Loan Costs - Other CRA loan Sersicinn 75,000 949 1.05 TOTAL FENANCE 1 011,000 12,797 14.20 SOFT COSTS Accounting 25,000 316 0.35 Appraisal/Market Study 15,000 190 0.21 Architect Design (incl 3.56% 340,500 4,310 4.78 Architect Supervision 0.62% 59,000 747 0.83 Building Permit Fees 63,200 800 0.89 Engineering Fee 50,000 633 0,70 Environmental report 10,000 127 0.14 FF & E, Mgt. Setup, Er 175,000 2,215 2.46 FHFC Admit' 30,638 388 0.43 MDBFA/FHFC App Fee 9,000 114 0.13 FI FC Compliance Fee 104,986 1,329 1,47 MDIPA/FTIFC CU Fee 19,000 241 0.27 Impact Fees 128,715 1,629 1.8I Inspection Fees 79,000 1,000 1.11 Insurance (Bldrs Risk) 75,403 954 1.06 Insurance (G/L) 30,000 380 0.42 Legal - Lender 40,000 506 0.56 Legal - RE and Partnership 246,000 3,114 3.45 Marketing - Office, Ads 27,650 350 0.39 Mist Consultants (LEED) 40,000 506 0.56 Other Closing Costs 360,514 4,563 5.06 Other Permit Fees 31,600 400 0.44 Reserve - Op Def 6 months Opex+DS 302,267 3,826 4.24 Reserve- Lease Up 73,937 936 1.04 Soil Test Reports 15,000 190 0.21 Survey 27,000 342 0.38 Title/Recording/Doc Stamps 86,900 1,100 1.22 Utility Connections 142,200 1,800 2.00 Plan Cost Review 10,000 Soft Cost Contingent 5.00% 130,876 1,657 1.84 TOTAL S01rT 2,748,386 34,663 38.46 SUBTOTAL 13,974,136 174,723 194 DEVELOPER FEE 18% 2,486,364 31,473 34.92 GRAND TOTAL 16,460,500 206,196 228.75 Exhibit "C" NON-PROFIT GRANT AGREEMENT THIS NON-PROFIT GRANT AGREEMENT (the "Agreement") is made of the day of , 201_, by and between Urban League of Greater Miami, Inc., a not for profit Florida corporation (the "NON-PROFIT") and the Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA has entered into a development agreement dated as of January 15, 2013 (the "Development Agreement"), by and between the CRA and AMC HTG I, Ltd., a Florida limited partnership (the "Developer"), with respect to the development of a project consisting of 79 affordable rental units as more particularly described in the Development Agreement. B. Pursuant to the terms of the Development Agreement, the CRA has agreed to make a grant in an amount of up to Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) (the "CRA Contribution") to the NON-PROFIT which CRA Contribution will be loaned by the NON-PROFIT to the General Partner (or the Controlled Entity) which will loan the funds to the Developer pursuant to the terms of the Development Agreement and this Agreement. C. The NON-PROFIT and the CRA desire to enter into this Agreement to set forth the terms and provisions pursuant to which the CRA will make the CRA Contribution to the NON-PROFIT and the NON-PROFIT will loan the CRA Contribution to the General Partner (or the Controlled Entity) which will loan the funds to the Developer. NOW THEREFORE, for and in consideration of $10.00 and other good and valuable consideration and the covenants and agreements hereinafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. DEFINED TERMS. All defined terms utilized in this Agreement but not defined in this Agreement shall have the meaning ascribed to said terms in the Development Agreement. 3. GRANT. Subject to the satisfaction of the Conditions Precedent, as hereinafter defined, the CRA agrees to make the CRA Contribution to the NON-PROFIT, subject to adjustment in accordance with the terms of Section 5 of the Development Agreement. The CRA and the NON-PROFIT acknowledge and agree that the CRA Contribution is a grant and not a loan to the NON-PROFIT and that no portion of the CRA Contribution shall be repaid to the CRA. 7 4. USE OF CRA CONTRIBUTION. NON-PROFIT covenants and agrees to use the CRA Contribution solely for the purpose of loaning the CRA Contribution to the General Partner (or the Controlled Entity) in accordance with the terms and provisions of the Non -Profit Loan Documents and the Development Agreement. The NON-PROFIT covenants and agrees to enter into the Funding Agreement contemplated by the Development Agreement. The NON-PROFIT acknowledges and agrees that the CRA will fund the CRA Contribution to the NON-PROFIT in accordance with the terms of the Funding Agreement. The NON-PROFIT covenants and agrees to not unreasonably withhold its consent to the terms and provisions of the Funding Agreement. 5. TERMS OF LOAN TO THE DEVELOPER. The NON-PROFIT covenants and agrees to loan to the General Partner (or the Controlled Entity) the CRA Contribution (the "Non - Profit Loan") in accordance with the terms and provisions of the loan documents substantially in the form of the draft documents attached as Exhibit "A" attached hereto and made a part hereof (the "Non -Profit Loan Documents"). The General Partner (or the Controlled Entity) will loan the proceeds of the Non -Profit Loan to the Developer (the "GP Loan") in accordance with the terms and provisions of the loan documents substantially in the form of Exhibit "B" attached hereto and made a part hereof (the "GP Loan Documents"). 6. REPAYMENT OF THE LOAN. In the event the Borrower repays all or any portion of the Non -Profit Loan to the NON-PROFIT, the NON-PROFIT covenants and agrees to utilize any such money to establish_a micro lending program to support businesses located in the Redevelopment Area. In addition, if the Borrower returns a portion of the Non -Profit Loan pursuant to Section 5.3 of the Development Agreement, or the Non -Profit Loan is not fully disbursed and is reduced pursuant to Section 5.3, the NON-PROFIT covenants and agrees to utilize any such money to establish a micro lending program to support affordable housing located in the Redevelopment Area. 7. CONDITIONS PRECEDENT. The obligations of the CRA to make the CRA Contribution to the NON-PROFIT is subject to the satisfaction or waiver of the following conditions precedent (the "Conditions Precedent"): a. All of the CRA Conditions Precedent set forth in Section 9.1 of the Development Agreement have either been satisfied or waived by the CRA. b. The closing of the transaction for Project contemplated by the Development Agreement shall be consummated simultaneously with the funding of the CRA Contribution. c. The NON-PROFIT has executed the Funding Agreement. d. The General Partner (or the Controlled Entity) and the NON-PROFIT have executed the Non -Profit Loan Documents in substantially the form attached hereto. e. The General Partner (or the Controlled Entity) and the Developer have executed the GP Loan Documents substantially in the form attached hereto. 8 In the event the Conditions Precedent are not satisfied or waived by the CRA on or before the Closing Date, the CRA may either (i) terminate this Agreement, in which event the parties shall be released from all further obligations under this Agreement, or (ii) waive the conditions and proceed in accordance with this Agreement. S. FUNDING OF THE CRA CONTRIBUTION. The CRA covenants and agrees to fund the CRA Contribution to the NON-PROFIT simultaneously with the closing of the transaction for Project contemplated by the Development Agreement providing all the Conditions Precedent have been satisfied. 9. REPRESENTATIONS OF THE CRA. The CRA makes the following representations: a. The CRA is 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 out its business as presently conducted by the CRA and perform its obligations under this Agreement. b. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or the CRA's properties may be bound or affected. c. This Agreement constitutes the valid and binding obligation of the CRA enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 10. REPRESENTATIONS OF THE NON-PROFIT. The NON-PROFIT makes the following representations: a. The NON-PROFIT is a corporation duly organized and validly existing under the laws of the State of Florida and has full power and capacity to carry out its businesses as currently conducted and to enter into the transactions contemplated by this Agreement and the Funding Agreement. b. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. c. The NON-PROFIT (i) is an organization described in Section 501(0(3) of the Code, (ii) has received a letter or other notification from the Internal Revenue Service to that effect and such letter or other notification has not been modified, limited or revoked, (iii) is in compliance with all terms, conditions and limitations, if any, contained in such letter or other notification, it being expressly represented that the facts and circumstances 9 which form the basis of such letter or other notification as represented to the Internal Revenue Service continue to exist, (iv) is exempt from federal income taxes under Section 501(a) of the Code and (v) is not controlled in any way by the Developer, the CRA, the City of Miami, Florida or Miami - Dade County, Florida, or the State of Florida within the meaning of Treasury Regulation § 1.150-1(b). d. The NON-PROFIT has all requisite power and authority necessary to own, lease and operate its properties, to carry on its activities as now conducted and as presently proposed to be conducted and is, or will be, duly authorized to operate the loan the proceeds, under the laws, rulings, regulations and ordinances of the State of Florida and the departments, agencies and political subdivisions thereof. e. Neither the execution and delivery of this Agreement or the Funding Agreement and the other documents contemplated thereby to which the NON-PROFIT is a party or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the other documents contemplated thereby, will conflict with or result in a breach of or constitute a default by the NON- PROFIT under any applicable law or ordinance of the State of Florida or any applicable political subdivision thereof or of the NON-PROFIT's articles of incorporation or bylaws, or any corporate restriction or any agreement or instrument to which the NON-PROFIT is a party or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the NON-PROFIT under the terms of any such law, ordinance, articles of incorporation or bylaws, restriction, agreement or instrument except as permitted by this Agreement and the Funding Agreement. f. The NON-PROFIT covenants that it (i) shall not perform any act or enter into any agreement which would adversely affect its federal income tax status and shall conduct its operations in the manner which conforms to the standards necessary to qualify the NON-PROFIT as a charitable organization within the meaning of Section 501(c)(3) of the Code or any successor provisions of federal income tax law. g• The NON-PROFIT does not anticipate or have any intention or obligation to make any repayments to the CRA for repayment of the CRA Contribution except as provided in this Agreement. h, Proceeds of the CRA Contribution will not be used to pay fees and expenses of the NON-PROFIT. i. This Agreement constitutes the valid and binding obligation of the NON- PROFIT enforceable against the NON-PROFIT in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 11. SURVIVAL OF REPRESENTATIONS. All the representations of the CRA and the NON-PROFIT contained in this Agreement shall be trued and correct on the execution of this Agreement and shall be deemed to be repeated on the Closing Date and shall be true and correct on the Closing Date. All the representations and warranties contained in this Agreement shall survive the Closing. 12. ASSIGNABILITY. The rights and obligations under this Agreement may not be assigned by the NON-PROFIT without prior written approval of the CRA, which may be granted or withheld in the sole discretion of the CRA. 13. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to NON-PROFIT: Urban League of Greater Miami, Inc. Attention: Fax: 305- With a copy to: John Little, Esq. 963 NE 153 Street Miami, FL 33162 johnlittle001@gmail.com If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 819 NW 2nd Avenue, 31d Floor Miami, FL 33136 Fax: 305-679-6836 With a copy to: 11 William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 14. MISCELLANEOUS, a. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. 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. b. 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. e. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. d. 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. e. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. f Time shall be of the essence for each and every provision of this Agreement. 12 g. This Agreement may not be recorded in the Public Records of Miami - Dade County. h. The "Effective Date" shall mean the date this Agreement is last executed by NON-PROFIT and the CRA. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III, Executive Director ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA NON-PROFIT: Urban League of Greater Miami, Inc. By: Name: Title: 13 4323 4902 v2