HomeMy WebLinkAboutCRA-R-14-0078 Submittal-Bill Bloom-Economic Incentive AgreementPrepared By:
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, FL 33131
THE MIAMI WORLDCENTER
ECONOMIC INCENTIVE AGREEMENT
THIS MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT (the
"Agreement") is made as of December _, 2014, by and between MIAMI FIRST, LLC, a
Delaware limited liability company, MIAMI SECOND, LLC, a Delaware limited liability
company, MIAMI THIRD, LLC, a Delaware limited liability company, MIAMI FOURTH, LLC,
a Florida limited liability company, MIAMI A/1, LLC, a Delaware limited liability company
(collectively, the "Master Developer"), FORBES MIAMI NE 1sT AVENUE LLC, a Michigan
limited liability company ( the "Retail Developer"), 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 was formed for the purpose of removing slum and blight in the
Southeast Overtown/Park West Redevelopment Area ("Redevelopment Area") and to promote
redevelopment and employment within the Redevelopment Area.
B. Master Developer is the owner of all of that certain real property located in the
Redevelopment Area, which is more particularly described in Exhibit "A-1" attached hereto and
made a part hereof (the "Master Developer Property"), and Retail Developer is the owner of all
of that certain real property located in the Redevelopment Area, which is more particularly
described in Exhibit "A-2" attached hereto and made a part hereof (the "Retail Property";
together with the Master Developer Property, collectively, the "Property"), which is located
within the Miami WorldCenter District, as hereinafter defined.
C. Master Developer and Retail Developer intend to redevelop the Property as a
mixed -use project on the Property in various phases as more particularly described on Exhibit
"B" (the "Project").
D. Master Developer and Retail Developer have requested that the CRA provide
economic incentives to assist with the cost of providing certain infrastructure and parking in view
of the additional taxes and the job creation that will result from construction, development and
operation of the Project.
E. The CRA is willing to provide certain economic incentives to assist Master
Developer and Retail Developer with the costs of certain infrastructure and parking, subject to
the terms and conditions as hereinafter provided.
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Do&A _ Ec-Onomic I ncefifive 14- r%eernneri+
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
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, Master Developer, Retail Developer and the CRA
hereby agree as follows:
I . RECITALS. The Recitals to this Agreement are 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 "Anticipated Development Value" shall have the meaning ascribed to said
term in Section 4.1.
2.2 "Assignee" means a Person to whom a right or liability is transferred and
which shall have the right, but not the obligation, to enforce any of the terms of this Agreement
against any other party hereto.
2.3 "Assignment Notice" shall have the meaning ascribed to such term in
Section 4.2.3.
2.4 "Base Year" shall mean the calendar year preceding the calendar year in
which the tax rolls for the County with respect to any Folio Number with respect to a portion of
the Property reflect an increase in the assessed value of any portion of the Property as a result of
the Substantial Completion of any Improvement.
2,5 "Bond Obligations" has the meaning ascribed to such term in Section 5.
2.6 "Children's Trust" means that certain independent special district
authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Section
125.901, Fla. Statutes, for the purpose of providing funding for children's services throughout the
County.
2.7 "City" means the City of Miami, a municipal corporation of the State of
Florida.
2.8 "City Approval" means the approval by the City of the CRA Budget for
the applicable year, which CRA Budget includes the applicable Incentive Payment and Extra
Incentive Payment.
2.9 "CBE-A/E" has the meaning ascribed to such term in Section 3.1.3 and
Section 10-33.02 of the County Code of Ordinances, as amended.
2.10 "Consumer Price Index" means the Consumer Price Index published by
the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price
Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-1984=100, or its equivalent.
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Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
2.11 "Contractors" means the General Contractor and all Subcontractors
engaged to complete all or any portion of an Improvement.
2.12 "County" means Miami -Dade County, a political subdivision of the State
of Florida.
2.13 "County Approval" means the approval by the County of the CRA Budget
for the applicable year which includes the applicable Incentive Payment is a part.
I ..(-°aunty I.abrar P;trticrpation Retlrriri meet has the meaniflp ascrihe.
2(ii}t
InsSctiotl..1,9
2.1. µ:- +-"County Targeted Zip Codes" has the meaning ascribed to such term
in Section 3.1.I.2 iii:
Lis ,the.
r: 1
2,11 "CRA" shall have the meaning ascribed to the term in the
introductory paragraph,
2_18.: -, 16 "CRA Approval" means the approval by the CRA Board of the annual
CRA Budget which includes a line item for the Incentive Payment and the Extra Incentive
Payment for the applicable year.
2.19 "CRA Board" means the board of commissioners of the CRA.
2.2fI 3 "CRA Budget" means the annual budget for the operation of the CRA
approved by the CRA Board, subject to City Approval and County Approval.
21_
Section 3.1.1.2i.
CRA Targeted Zip Codes" has the meaning ascribed to such term in
222"Effective Date" means the date of execution and delivery of this
Agreement by all parties hereto.
2-,
"Executive Director" means the executive director of the CRA.
2.2 ; 2 -"Existing Improvement Renovation" means renovations to the
buildings and improvements described on Exhibit "H" attached hereto.
22 `1 "Extra Incentive Payment" has the meaning ascribed to said term in
Section 4.2.10).
2.26 - 2 -"First Source Hiring Agreement (Hotel/Retail)" has the meaning
ascribed to said term in Section 3.1.4.
2.27"First Source Hiring Agreement (Retail Center)" has the meaning
ascribed to said term in Section 3.1.5.
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Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
2.28 `General Contractor" means the general contractor engaged for any
Improvei rent to the Property.
1.19 t-w `Grant Obligations" shall have the meaning ascribed to such term in
Section 5.
2.3�? "Improvement" means any building or other improvement, excluding
the Public Infrastructure Improvements, developed on the Property subsequent to the Effective
Date.
2-2-"Incentive Payment" shall have the meaning ascribed to such term in
Section 4.2.1.
Itr "Incremental TIF" shall mean, for each tax year, the tax increment
revenues, if any, actually received by the CRA from the County and City with respect only to
Improvements constructed on the Property after the Effective Date after deduction for any (i)
allocable administrative charges imposed by the County and the City (but not administrative
costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or
for the benefit of the Children's Trust, (iii) other adjustments to the assessed value of the
Improvements made by the City and/or County as a result of challenges or tax contests with
respect to the assessed value of any of the Improvements, and (iv) reductions in tax increment
revenues to the CRA as a result of (a) dedications made subsequent to the Effective Date
resulting in any reduction in the tax increment revenues paid to the CRA. with respect to the
portion of the Property so dedicated and (b) demolition of any improvements located on the
Property as of the Effective Date. For avoidance of any doubt, Incremental TIF specifically does
not include any incremental revenues associated with the land comprising the Property or
improvements on the Property located on the Property as of the Effective Date.
?.33 _ "Labor Participation Requirement" has the meaning ascribed to said
term in Section 3.1.1.2,
2..34 ":u "Labor Non -Compliance Funds" shall have the meaning ascribed to
such terra in Section 3.1.1.8.
€ :W j "Master Developer' shall have the meaning ascribed to such term in
the introductory paragraph.
2.36 -"Miami WorldCenter District" means the Miami Worldcenter
Community Development District, an independent special district authorized pursuant to Chapter
190, Fla. Statutes, and constituted for the purpose of financing, constructing, and maintaining (in
whole or in part) the Public Infrastructure Improvements within the Miami Worldcenter District.
2.37 '. "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.
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#3433601f.di�..
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
2.38 - -"Phase" means Phase I (including Phase I A, Phase I B, Phase 1 C
(North) and Phase 1 C (South)), and Phase 11 (including Phase 2 (Block A) and Phase 2 (Block
B)), as more fully described on Exhibit "B" attached to and made a part of this Agreement.
2.39 :"Phase Completion"means the Substantial Completion of
Improvements to the applicable Phase as identified on Exhibit B and such Phase being included
on the tax rolls as a result; of the Substantial Completion of the Improvements included in such
Phase.
2_44 2 .,;5. "Principal Place of Business" means the location of the primary office
or central office of a Subcontractor. If the Subcontractor has only one business location, such
business location shall be its Principal Place of Business. Confirmation of the Subcontractor's
Principal Place of Business may be evidenced by a valid business tax receipt issued by
Miami -Dade County.
2.4E "-_ 'Project" has the meaning ascribed to such term in the Recitals.
2.42 i- "Property" has the meaning ascribed to such term in the Recitals.
2.43 .-"Public Infrastructure Improvements" means the utility
improvements, public vehicular and pedestrian right-of-way improvements, public parks and
other similar types of improvements, to be installed for the benefit of the Project and/or the
Miami WorldCenter District (in whole or in part). The Public Infrastructure Improvements
anticipated by Master Developer are identified on Exhibit "D".
introductory
in Section 3.
amended.
2.44 .`,42-"Retail Center" has the meaning ascribed to such term in Exhibit "B".
2.4s 2.13 Retail Developer" shall have the meaning ascribed to the term in the
paragraph:.
2 "SBE-Construction Services" has the meaning ascribed to such term
1.3 of this Agreement and Section 10-33.02 of the County Code of Ordinances, as
2 "S.BF°-C���ud i ., ,ices° leas the mear�in
ix,-r{ to Su
te.rro in
2.4 ,. "Skilled Labor Participation Requirement" has the meaning ascribed
to said term in Section 3.1.1.3.
9 c.`i"Skilled Labor Non -Compliance Funds" shall have the meaning
ascribed to said term in Section 3.1.1.9.
2 i "Small Business Enterprise" has the meaning ascribed to such term in
Section 3,1.3 ofthis Agreement.
51 :"Subcontractor" means a contractor engaged by a General Contractor.
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#3433601B
Submitted into the public
record inconnection with
Item 12 on 12-29'14
Todd e.Hannon
Clerk ofthe Board
"Subcontractor Non -Compliance Fundu", shall have the meaning
ascribed to said term in Section 3.1.1.7.
1�3 ����'8uboontruck>r Participation Requirement" has the meaning, ascribed
to said term in Section 3.1.1'4(i).
2'54 +"Suhxiunha||vConop|e0cd'`or"Substantial Comp|ehon,,nrwords of
|lkc import, means vvith respect k>such Improvement that utemporary orpermanent certificate of
nccupunoy, or its equivalent, has been issued by the City for such Improvement to enable its
intended use.
�~:12 "'Target Apcx" means the areas of the Countv identified in 5eohnn
3.1.1.2(i)(u), (bL(c) —_and (c).
2-56 Improvements" means the build -out o[the tenant
improvements with respect to retail space on behalf oFo tenant of the Retail Center and/or any
retall portion of the Project.
157 rm"shall mean the period commencing onthe Effective Date of
this Agreement and terminating upon the expiration of the life of the CRA, which Currently is set
expire on March 31' 2030. no the aanno may be extended with the approval of the City and the
County inaccordance with all applicable laws.
5.3.
2. 15 8 Agreement" has the meaning ascribed to said term in Section
PUBLlCBENEFD[CUMM[TMENTs.
3.1 Development Commitments. Ayuninducement inthe C;{A toprovide the
Incentive Payment and the Extra Incentive Payment, anapplicable, for the benefit ofthe Project
pursuant to this Agreement, and in the ink:ncoi of furthering the goals of the C8A, Master
Developer and Retail Developer (each for itself and its respective suooeaxmo and assigns) each
hereby makes the following commitments for the public benefit during the Tonn of this
l\.\ Job Creation During Construction, With rcgun] to sourcing
candidates for employment opportunities resulting from the construction ofeach Improvement on
the Property comprising all or any portion of the Project (excluding the Tenant Improvements
and Existing Improvement Renovations):
3.1.1.1 Coordination with Local Agencies. TVcause each General
Contractor and each Subcontractor working'
on the Project or any portion thereof (excluding the
Tenant Improvements and the Existing Improvement Renovations) to consult and coordinate
with the Ciiy`s CorocrSourcc South Florida center, located at Lindsey Hopkins Technical Center
at 750 NW 20Y" Street, 41 h Floor, the Contractor's Resource Centel', South Florida Minority
Supplier Development Council ("SwjSDC"), Miami -Dade Chamber of Connooecon, Stab: of
Florida economic development entities, Vrother similar entities recommended by the Executive
Director regarding job training and job p|occnlcniaeryices to City residents seeking to maximize
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Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
employment opportunities at the Project for individuals living in the Target Areas and companies
whose Principal Place of Business is within the Target Areas. Such services shall include, but
are not limited to, the sourcing of job opportunities at the Project. Each General Contractor shall
conduct not less than one (1) job fair prior to the start of construction of each Improvement
comprising a portion of the Project .
3.1.1.2 1inshilled ConstructionALo a1 Workforce
Participation --
The Developer shall require their Contractor(s) to e nplgv a minimum of twent -five
percent (25%) of on -site labor from persons residing within the County (the "Labor Participation
Requirement-1.
�. L L2 Unskilled Construction Workforce Participation,
With respect to each Improvement (excluding Tenant
Improvements and Existing Improvement Renovations), Master Developer and Retail Developer
shall each require their respective Contractors performing work in connection with each such
Improvement to u,,e �I I -i+h. dili-nt cIT w!-,-tta--ctftl eemploy not less than 30% of the unskilled
laborers utilized by the Contractors (measured in terms of total unskilled laborers employed and
total number of man hours worked) with respect to such Improvement (excluding the Tenant
Improvements and the Existing Improvement Renovations) to be performed by unskilled workers
who reside in the County (the "County Labor Participation Requirement") with the following
hiring priority:
a. first, to City residents living within the
Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1", which
encompasses part of zip code 33136;
b. second, to City residents living within the
boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which
1?�, 33/3
community encompasses part of zip code 33136; ry
�31 z and W�l'Growe +
7j c. third, to City residents within r-+h code,
( tI+, CRA Targeted Zip Codes' ►-which-are the lie (5)
l�iu4�r.t ;i et-t- fated -Ail -codes Iodated in the (i ;
d. fourth, to City residents residing outside the
CRA Targeted Zip Codes;
e. fifth, to County residents of zip codes 33010,
33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes") which are the five (5)
highest poverty rated zip codes located in the County; and
f. sixth, to residents in the County residing outside
of the County Targeted Zip Codes.
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#3433601i_v
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
With respect to each Improvement (excluding Tenant Improvements and Existing Improvement
Renovations), Master Developer and Retail Developer shall each require their respective
Contractors to. atiliie good lilith. diligent- effort:, to maximize the unskilled labor performed by
individuals based upon their place of residence in keeping with the hiring priorities outlined
above; provided, however, the targeted hiring priorities shall not be deemed ofm construed to
require Contractors to hire employees who do not comply with OSHA requirements, drug testing
requirements and insurance company requirements; however, unskilled laborers with minor or
insignificant non-violent felony criminal records shall be i- ei tfie•n •11e c ider U-Frei not be
deiiiesirempls vment ,olely based upon he Nigniiicurtce ol-Iheb_eir criminal record.
3.1.1.3 Skilled Construction Workforce Participation.
i. With respect to each Improvement (excluding Tenant
Improvements and Existing Improvement Renovations), Master Developer and Retail Developer
each shall require their respective Contractors performing work in connection with such
Improvements to tltie faith, diligent efl+wt, to cTlu egaploy not less than 10% of the skilled
laborers utilized by the Contractors (measured on terms of total skilled laborers employed and
total skilled man hours worked) with respect to such Improvement comprising a portion of the
Project (excluding the Tenant Improvements and the Existing Improvement Renovations) with
respect to the Improvement to be performed by skilled workers who reside in the County (the
"Skilled Labor Participation Requirement") with the following hiring priority:
a. first, to City residents living within the
Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1", which
encompasses part of zip code 33136;
b. second, to City residents living within the
boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which
community encompasses part of zip code 33136;
Targeted Zip Codes;
CRA "I argeted Zip Codes;
Zip Codes; and
of the County Targeted Zip Codes.
c. third, to City residents within the CRA
d. fourth, to City residents residing outside the
e. fifth, to County residents of the County Targeted
f. sixth, to residents in the County residing outside
With respect to each Improvement (excluding Tenant Improvements and Existing Improvement
Renovations), Master Developer and Retail Developer shall require each of their respective
Contractors to utilize good faith, diligent efforts to maximize the skilled labor performed by
individuals based upon their place of residence in keeping with the hiring priorities outlined
above; provided, however, the targeted hiring priorities shall not be deemed or construed to
require Contractors to hire employees who do not comply with OSHA requirements, drug testing
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Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
requirements and insurance company requirements; however, skilled laborers with minor or
insignificant ,11 f,l t.„ Ion. criminal records shall i ,eii, feliV410futhte consillkoloionpot be
denied e pl,, , tom,: based upon l .-tgnificance ► f the": criminal record.
3.1.1.4 Construction Subcontractor Participation.
i. With respect to each improvement (excluding Tenant
Improvements and the Existing Improvement Renovations), Master Developer and Retail
Developer each shall require their respective General Contractor-t t, t,
..:% Sri to hire not Tess than twenty percent (20%) of the Subcontractors (the "Subcontractor
Participation Requirement") for such Improvement (excluding Tenant Improvements and
Existing Renovation Improvements) (which 20% shall be calculated based upon the dollar value
of all subcontracts for construction of such Improvement), utilizing companies that have their
Principal Place of Business in the County, in accordance with the following hiring priorities:
a. First, to Subcontractors located within the
Redevelopment Area as shown on the sketch attached as Exhibit "E-I" which encompasses part
of the zip code 33136;
b. Second, to Subcontractors located within the
boundaries of the Overtown community as shown on the sketch attached as Exhibit "E-2", which
community encompasses part of zip code 33136;
Targeted Zip Codes;
outside of the CRA Targeted Zip Codes;
Targeted Zip Codes; and
c. Third, to Subcontractors located within the CRA
d. Fourth, to Subcontractors located in the City but
e. Fifth, to Subcontractors located in the County
f. Sixth, to Subcontractors located in the County
but outside the County Targeted Zip Codes.
With respect to each Improvement (excluding Tenant Improvements and the Existing
improvement Renovations), Master Developer and Retail Developer shall each require their
respective General Contractor Fa ° 1' to have the work performed
by Subcontractors based upon their Principal Place of Business in keeping with the hiring
priorities outlined above; provided however nothing contained herein shall require such General
Contractor to hire a Subcontractor from within the Targeted Areas that does not possess the
stated skills and qualifications required by such General Contractor for the scope of employment.
3.1.1.5 Construction -Enlia,neeciT Living Wage Rates.
i. Contractors shall pay a minimum hourly wage rate of
$12.83 if health benefits are not provided to employees and $1 1.58 if health benefits are provided
to employees (the "Minimum Flourly Wage Rates"). Commencing January 1, 2018, and
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Submitted into the public
record inconnection with
Item 12 on 12-39'14
Todd 8.Hannon
Clerk ufthe Board
continuing thereafter on January | of each succeeding calendar through the Substantial
Completion n[the Pro �rct,the then applicable Minimum Hourly Wage |�utesshuU be increased
by on amount equal �m the product of the CM Percentage Increase multiplied by the then
applicable Minimum Hourly Wage Rates. For purposes ofthe foregoing, the "CPI Percentage
Incrcase" xho|| equal the 8nodon /i\ `vhomc numerator equals the monthly Consumer Price Index
published for the month of November immediately prior to the applicable calendar year (or the
nearest reported previous rnmnth) and (ii) whose denominator is the Consumer Price Index
published for the same month (or the nearest reported month) for the immediately prior calendar
year, |fthe Consumer Price Index is discontinued with no successor index, the CR/\ uhu}| sc}cot
uzomrncrciu||y reasonable, comparable index. The CPI Percentage Increase set forth herein shall
not result in m reduction of the respective Minimum Hourly Wage Rates.
ii. Each Contractor shall include the same Mlninnunn
Hourly Wage Rates in all contracts and in all subcontracts entered into by such Contractors,
which will require that each Contractor stipulate and agree that they will pay the same Minimum
Hourly Wage Rates, subject to adjustment, as set forth in the subsection above.
3,|.}.6Responsible Wage Rages — Electrical Journeyman,
i With respect toeach Improvement (excluding Tenant
Improvements and Existing Improvement Renovations), Master Developer and Retail [)ovc|oprr
each ohu|| require their respective Contractors performing work in connection to such
Improvements to pay minimum hourly wage rate and health benefits for Electrical Journeyman
consistent with CountY`n Responsible Wage Ordinance, as codified in Section 2-11.16 of the
County Code and the Supplemental General Condition Wage & Benefits Schedule, Construction
Type: Building (the "Responsible Wage"), as the same may be revised the County annually.
For 2014. the Responsible Wage is $30.11 per hour plus $5.60 per hour for o hnu|1h benefit.
Contractors performing work in connection with any Improvement may employ the services nf
Electrical Apprentices subject to the staffing, pay, and other requirements set forth in Section
ii Each Contractor shall include the same Responsible
Wage in all contracts and in all suhcontractn for e|eubiou| services entered into by such
Conkuc<ora, which will require that each Contractor to stipulate and agree that thoy`vi|| pay the
Responsible Wage,
].i.\.7Report Requirements with respect toEach Improvement.
With respect to each Improvement (excluding Tenant [rnprnvcrnrnts and the Existing
inopnnvenncni Renovations), the Master Developer or the Retail Developer, as appropriate, shall
be required to subnoit to the Executive Director (i) on a quarterly basis commencing thirty (30)
days after the end of the first quarter after the commencement of construction of each
Improvement until thirty (]O)days following Substantial Completion, detailed reports evidencing
compliance with the Subcontractor Participation Requirement during the prior quarter and (ii)on
u monthly basis commencing thirty (30) days after the commencement of construction of each
Improvement until thirty (3O)days following Substantial Completion, detailed reports evidencing
compliance with the Labor Participation Requirement. the . Purti hn4tklnand the Skilled 1-abor Participation Requirement during the prior month
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Submitted into the public
record inconnection with
Item za on 12'29'14
Todd a.Hannon
Clerk nfthe Board
("Participation Reports"). The Participation Reports shall contain such information as the
Executive Director may reasonably require to enable the Executive Director to determine
whether the Mum0ur Developer orthe Retail Developer, as appropriate, is in uonop|ia000 with the
Subcontractor Participation Requirement, the Labor Participation Requirement,
and the Skilled Labor Participation Requirement with respect to Such
by
3.1.1.7 I -Penalties for Non -Compliance with Subcontractor
Participation Requirements, With respect hoeach Improvement (excluding Tenant Improvements
and Existing lnnpnuv«nunnt Renovations) to the extent Master Developer or Retail Developer, as
upproprimtn, fails to comply with the Subcontractor Participation Requirements, with respect to
such Tnoprovcmcn\, Developer shall pay to the CKA as a one-time penalty for such
non-compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point
below the Subcontractor Participation Requirement for the first three (3) percentage points below
the Subcontractor Participation Requirement, (b) Txenty'Five Thousand and No/100 Dollars
($25,000.00) for each additional percentage point bt|ovv the first three (3) percentage points
below the Subcontractor Participation Requirement for up to three (3) additional percentage
points and thereafter (o) Fifty Thousand and Nm/100 Dollars ($50,000.00) for each additional
percentage point bo|ovv six (6) percentage points below the Subcontractor Participation
Ncquin:nnrnt (collectively, the ~`8uhoon1rarioc Non -Compliance Funds") with respect to such
Improvement. The SubcontrnctVrNqn'Cocnplience Funds sbn|| be calculated by the Executive
Director after Substantial Completion and oho|\ be due and payable within thirty (30)days from
the date of Master Developer's or F(eiui| Developer's, as appropriate, receipt of written stu1cnnrnt
from the Executive Director stating the amount of Subcontractor Non -Compliance Funds due
with respect to such Improvement. To the extent ofany dispute between the Rseoubvt Director
and the Master Developer or the Retail Developer, as upprnpriaie, with respect to the compliance
with the Subcontractor Participation Rcquirnnn«n(o, such dispute xhn|| be ouhrnk\cd to the[RL/\
Board for resolution. The decision o/ the CRA Board ohu|| be binding on the parties, Any
amount of the SuhcunkuotnrN0n'Comp|iunce Funds not paid when dun shall bear interest at
|296per unnurnfrom the date due unti|paid.
3.1.1.8 Penalties for Non Compliance with Labor Participation
Requirements. For each Improvement (excluding the Tenant Improvements and Existing
Improvement Renovations) to the extent Master Developer or Rciui| Developer, as appropriate,
fails to comply with the applicable Labor Participation Requirement, with respect to such
Improvement, Master Developer orRetail Developer, usappropriate, vhu|| pay to the CP�\os u
one-time penaltyfor h noncompliance f (a) '-Ten Thousand andM /100 Dollars $1000000)
for each percentage point below the Labor Participation Requirement for the first
percentage points below the Labor Participation Requirement, (b) Twenty -Five Thousand and
No/ 100 Dol lars ($25,000.00) for each add itional percentage point be low the first 4�-Of= Qi 4)
Up to j7
percentage points below the Labor Participation Requirement for ,,,�fim (`&,'�J) percentage
points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional
percentage point below the percentage points below the Labor Participation
IF
Requirement (collectively, the "Labor Non -Compliance Funds") with respect to such
Improvement, 'The LohorNon-Comp|iunce Funds yhu|| be ou|ou|uted by the Executive Director
I
034336
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
after Substantial Completion and shall be duc within thirty (30) days from Master Developer's or
Retail Developer's receipt of written statement from the Executive Director stating the amount of
Labor Non -Compliance Funds due. To the extent of any dispute between the Executive Director
and the Master Developer or Retail Developer, as appropriate, with respect to the compliance
with the Labor Participation Requirement, such dispute shall be submitted to the CRA Board for
resolution, which arbitration shall be binding upon the parties. Any amount of the Labor
Non -Compliance Funds not paid when due shall hear interest at I2% per annum from the date
due until paid.
11,1 f....cAvc: wirh Col wty 1,4bor
For eac.h
cvni:9,',) to 1 h..(„":,tent MaMer DeveIopr, as_
„cf Rej4ujrements,ly:idL
-• 9121,1ro
Ten Thwisnr.71,--nilNp/1,00 Dolk-17s
(.:,1001)0 Of)) for cocb, percrdi(al,Ye pniut hclow
L. five (f.,)_frefcentqlp;LI,Is:duti Le low the C:outv Ltor Partiip flon Re.7.1rircmnt__
„.Nol s s25 00)
• t • bet°
t 10, ( .) C,te 110,i fitS :314 0,!`,.._LO 11• 1T 'h iLa11(\ Dollars
1Inn; on +, . !:be CIO) Pftr-7•."ittigLpoin,t_s..
0,11t-!..ctily. the "C:ouTy j,..0,12QL, No n-(1.0mnliatIc4,,,
i nee F nindh 41_.121L.
1,/,.&ecutivc Directors after Sol-isf.anti?,1 vidshAlThe
d &cm) 1'v1as',t-r Qt* Rel,,..?)1 Developer's CPntof nst.J.11,--7,:nt from thL
1)irectni :Aatini4 the amount of County .Lahor Non7Comnlianer Funds (We, To the
•2ny hetjl 1-)t•velopeT or Rej:411_
_141—thg.w ith the_.(91t 111N.
5907,Lst„.s.p_o_te. 11190!-(1. r Which.
lLi..ia.'s.11,11t:-.1:-P7._Wr`1111';71nalltit:.a.—A11,Y-P13V-1111ofth 18.1).11,Y._f
yupds i2°.12..e.L.arinurn
3.. L. 1. LO Penalties for Non Compliance with Skilled
Laborer Participation Requirements. For each Improvement (excluding the Tenant
Improvements and Existing Improvement Renovations) to the extent Master Developer or Retail
Developer, as appropriate, fails to comply with the applicable Skilled Labor Participation
Requirement, with respect to such Improvement, Master Developer or Retail Developer, as
appropriate, shall pay to the CRA as a one-time penalty for such noncompliance of (a) I]i4els.0
Thousand and No/100 Dollars ($ WI 0.000.00) for each one-half (1 /2) of a percentage point
below the Skilled Labor ParticipatiOn Requirement for the first one and one-half percent (1.5%)
below the Skilled Labor Requirement, (b) Thousand Five Hundred and
No/100 Dollars ($ -,--;-7i..4,i25.00,0Q) for each additional one-half (1/2) of a percentage point
below the first one arid one half percent (1.5°A) below the Skilled Labor Requirement for up to an
additional one and one-half percent (1.5%) and thereafter (c) 1\‘‘efitr, 1 Eifty Thousand and
No/100 Dollars ($71,,,i00,444)50 no(u1G) per each additional one-half (1/2) of a percentage point
below the three percent (3%) below the Skilled Labor Participation Requirement (collectively,
the "Skilled Labor Non -Compliance Funds") with respect to such Improvement. The Skilled
12
fi343360I1_,44
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Labor Non -Compliance Funds shall be calculated by the Executive Director after Substantial
Completion and shall be due within thirty (30) days from Master Developer's or Retail
Developer's receipt of written statement from the Executive Director stating the amount of
Skilled Labor Non -Compliance Funds due. To the extent of any dispute between the Executive
Director and the Master Developer or Retail Developer, as appropriate, with respect to the
compliance with the Skilled Labor Participation Requirement, such dispute shall be submitted to
the CRA Board for resolution, which arbitration shall be binding upon the parties. Any amount
of the Labor Non -Compliance Funds not paid when due shall bear interest at 12% per annum
from the date due nai�R�
ll.• 3.1.1.1 1 1.1.1.10 Job Creation Monitoring Contract. Prior to
the issuance of any onstruction permits for any Improvement (excluding Tenant Improvements
and Existing Impr vement Renovations), a SBE-Construction Services certified firm shall be
retained by r as a project cost and designated to: (a) monitor the job
requirements set forth in Sections 3.1.1.2, 3.1.1.3, and 3.1.1.4; (b) certify compliance with the
requirements of Section 3.1.1.5 and 3.1.1.6.; and (c) provide the reports required by Section
3.1.1.7.
3. 1.2 *Employment Advertisement & Notice. With respect to the
construction of each Improvement, the Master Developer and Retail Developer each, as
appropriate, shall or shall require their respective General Contractor to:
Electronically post job opportunities in established job
outreach websites and organizations, including, without limitation, CareerSource South Florida,
and similar programs in order to attract as many eligible applicants for such jobs as possible; and
ii. Place a full -page weekly advertisement in the Miami
Times newspaper to inform residents of available job opportunities and any upcoming job fairs
not less than thirty (30) days prior to and through the date of construction commencement. This
shall be in addition to any advertisements done through other job outreach websites,
organizations, and efforts.
3.1.3 Small Business Enterprise Program for Architecture, Engineering,
Landscape Architecture. Surveying and Mapping Professions ("CBE-A/E") and Small Business
Enterprise Program for Construction Services ("SBE-Con. tru ti _n Services")_alai_Srnall
Business Enterprise C .00ds_and Services_ ("SBE-Goods and Services". With respect to each
Improvement (excluding Tenant Improvements and Existing Improvement Renovations) Master
Developer and Retail Developer each shall use diligent, good faith efforts to achieve, as
applicable, the following goals:
i. Award to firms certified by the County as CBE-A/E not
less than 7.5% of the professional services agreements for soft costs, including, but not limited
to, design, engineering, survey, inspection, job monitoring requirements, testing and legal; a i4
ii. Award to firms certified by the County as
SBE-Construction Services firms not less than 10% of the contractual agreements for
construction and construction -related materials, supplies and fixtures;d
13
i34336011_v
—
_0
a�b u t no i E.Dzi ted
Submitted into the public
record inconnection with
Item _12_on 12'29'14
Todd a.Hannon
Clerk oythe Board
11.4 First Source Hiring Agreement (Hotel/Retail). As a further
inducement for the CR^4 to enter into this /\grccnnenL Muob:r Developer and the CRA have each
ug,ccd to enter into, simultaneously with the execution of this Agreement, u first source hiring
agreement with respect to employment during the operation of the Project (other than the Retail
Center) in the form of Exhibit "G- I" attached hereto.
3.1j First Source Hiring Agreement (Retail Center). As further
inducement for the CRA to enter into this /\grconneni. Retail Developer and the CKA shall enter
into, simultaneously with the cxrsubun of this Agreement, u first source hiring ogncennoot with
respect to employment during the operation of the Retail [rnkcr in the fhcno of Exhibit "O'2"
attached hereto.
3.16 Retoi|Opportunities st Retail Center. Asufurther inducement for
the CRA to enter into this Agreement, Retail Developer shall use commercially reasonable
efforts to work with the CRA to situate not less than one (l) CRA supported, restaurant or retail
concept tenant within the Retail Center onterms mutually agreeable io both the Retail Developer
and theCKA. Such prospective tenant shall he o/bjeot tothe same qualifications and standards as
any other tenant within the Rcini| Center, but |{niui| Developer shall provide such prospective
tenant with a rent concession of twenty percent (2096) off ofthe then applicable market rent for
similar space for the term ofthe Lease.
3.1.7 Other Retail Opportunities. As o further inducement for the CK&
toenter into this Agreement, Master Developer shall use commercially reasonable efforts towork
with \heCK/\ to situate not less than one (|)CR/4 supported restaurant orretail concept tenant
within Phone |[ (North) and one (|) CR/\ identified restaurant orretail concept tenant within
Phase \C (South)onterms Mutually agreeable to both the Master Developer and tho[K,\.Such
prospective tenants shall be subject tothe same qualifications and standards osany other tenants
within Phase |C (North) and Phase |C (South) , but Master Developer ehuU provide such
prospective tenant with o rent concession of i*uniy percent (20Y6) off of the then applicable
murkctrrnt for similar space for the term of the Lease.
3,2 Each Improvement. For the avoidance ofany doubts, the provisions of
Sections I| ] . 3.1.2, and 3.1.3 shall apply with respect to each Improvement standing alone.
4, DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF.
4.1 Development ofProject. Mushor|)eve|nperanticipates that the Project
ohoU he constructed in nnukip\o Phases as more fully described on Exhibit ^^8"Master
Developer further anticipates that the assessed value of the Improvements for Phase |(including
Phase l/\, Phase |B, and Phase lC0Morth\and Phase I (South)) in the aggregate v/i||exceed
One Billion Thirty -Three Million and No/\UU Dollars ($1.033.000,000.00) (the "Anticipated
Development Value"). Master Developer estimates that Anticipated Development Value will
generate approximately Twelve Million Eighty -Seven Thousand and No/100 D0Uurx
|4
434336011v.'
Submitted into the public
record inconnection with
Item 12 on 12'29'14
Todd G.Hannon
Clerk ofthe Board
($12,087,000.00) in the aggregate in Incremental TDF for the entirety of Phase L with such
Incremental TlF beginning as of January \. 2018. Enhnnu1od Incremental T|F and Phase
Completion on a Phase'hy-Pbuxe basis is attached to this /\grccnnuni on Eshihit^1C."
CRA has conducted no independent evaluation regarding the Anticipated Development
Value, estimated Phase Completion and the eohnnuh: of the Incremental T|F that vvi|\ be
generated by the PnUcoi which has been provided by the Master Developer and Flckai| Developer.
Master Developer and the Retail Developer acknowledge and uUrcc that they bear the entire risk
under this Agreement if the Project in valued at |csx than the Anticipated Development Value
and/or is not developed within the time frame anticipated by the Master Developer and Retail
Developer resulting in the share of the |ncncrncntu| T|F payable by the CR.A pursuant to this
/\gnocnnent being |cus than anticipated by Master Developer and Retail Developer. Master
Developer and Retail Developer acknowledge and agree that the CPA shall have no liability to
Master Developer and Keiui| Developer if the Anticipated Development \/o|us as estimated by
Master Developer and Retail Developer proves not to be accurate for any reason and if the
0shcnu(tS provided by the Master Developer and Rciui| Developer prove to be inaccurate, sunnc
ohuU not relieve Master Developer and Retail Developer of their respective obligations pursuant
tuthis Agreement.
42 Dcveimpnnent[nccnbvc. Subject ho[KA Budget Approval bvthe CPA
Board, City Approval and County Approval, on an annual basis in all cases, as an inducement to
the development of the Project, the C|{4 agrees to pay to the Master Developer a percentage of
Incremental TIF as follows:
4I1 Payment ofIncremental T|F. 0nunannual basis for each calendar
year commencing after the Base Year and continuing the Tonn of this Agreement,
subject to reduction under Section 422 below, the CRA shall pay to Master Developer an
incentive payment equal to Fi#v'8cvcn Percent (57%) of the Incremental l]F (the ^^lnccndvc
Payrncnt`).provided, that:
i Provided that Phase I has been Suhaiwndu|iy
Completed, if during any calendar year up to and including the calendar year 2022, the Incentive
Payment is less than Six Million Eight Hundred and Eighty -Nine Thousand Scventy'FourDo||am
($0,889`074.00). then, for such calendar year, in addition to the Incentive Payment, the C8.A
shalt pay to Master Developer an extra incentive payment (the "'Extra Incentive Payment") equal
to the lesser of 18% of the Incremental TIF; or the difference between Six Million Eight Hundred
and Gght'NineThouvund Seventy -Four Dollars ($6,809,074.00) and the Incentive Payment for
such year; and
ii to the extent that the CK/\ makes any Extra Incentive
Payment(s) to Master Developer pursuant to 8cotion4I|(i) above, then during all succeeding
calendar years, the payments to Mon1cr Developer pursuant to Section 4.2.1 above shall be
capped at Six Million Eight Hundred and Eighty -Nine Thousand Seventy -Four Dollars
($6,009,074.00) until such time as the amount of the reductions in the payments to Master
Developer as o result ofthe cap equal the aggregate ofthe Extra Incentive Payments made to
Master Developer pursuant to Section 4.2. 1 (i).
15
034336011
Submitted into the public
record inconnection with
Item 12 on 12'2e'14
Todd 8.Hannon
Clerk ofthe Board
All Incentive Payments and Extra Incentive Payments shall be due and payable within
thirty (30) days of the CRA's receipt of Incremental TIF.
4,12 Reduction to Incentive Payment. Thu |nucodvc Payment issubject
toreductions oxfollows:
4.2.2J Phase |/\: If Phase Completion of Phase |/\, as described
on Exhibit ^`B" uttnohu] hereto, nhmU not have 000uno] prior to January l, 2021, then the
Lnoondvo Payment based upon the Incremental TlF derived from Phase |& shall be reduced in
accordance with the following schedule; /i\hy ten percent (|096)ifsuch Phase Completion with
respect to Phase |& shall have occurred as of January |' 2022; (ii) by twenty percent (20%) if
such Phase Completion with respect to Phase I shall not have occurred noofJanuary 1,2022,
but shall have occurred as of January l, 2023� and (iii) by thirty percent (30Y6) if such Phase
Completion with respect to Phase l/\ oho)| not have occurred on o[JmnumrY |, 2023, but shall
have Occurred asofJanuary |, 2024. If such 3uhsiondn| Completion shall not have occurred as
of January \. 2024, then the Incentive Payment bused upon the |ncrornen(o| T|F derived from
Phase |/\ ohm|| nuionnxiico||y be divested and shall terminate and be of no further force and
effect. and Master Developer shall not be entitled to any Inor#/nnntu| T|F with respect to Phase
lA,
4.22.2 Phase \Q: If Phase Completion of Phase I as described
on Exhibit '^8" attached hereto, xhoU not have noouncd prior to January |, 2021, then \he
Incentive Povnoeni based upon the Incremental llP derived from Phase |B shall he reduced in
accordance with the following schedule: (0 bvten percent (l0Y6) ifsuch Phase Completion of
Phase 10 shall occur as of January |, 2022; (ii) by twenty percent (20%) if such Phase
Completion nfPhase |Dshu||not have occurred aoofJanuary |,Z02Z`but shall have occurred ax
of January 1,2023; and (iii)hvthirty percent (30%) if such Phase Completion nfPhase |Bshall
not have occurred as January l. 2023, but mboU have occurred nuofJanuary ], 2024. If such
Phase Connp|cdnn xhuU not have occurred as of January |, 2024, then the |nccohvc Payment
based upon the Incremental T]Fderivcd from Phase |I] xhuU automatically be divested and shall
tnnninu\c and be of no further force and effect and K]us0or Developer shall not he cnddcd to any
Incremental T|Fwith respect ioPhase |B,
4.2.2.3 Phase lC(North): IfPhase Completion o[Phase I
(North) as described on Exhibit "B"attached hereto, ohn|| not have occurred by January i, 2023,
then the Incentive Payment based upon the [norenoontu} T|Fdcrived from Phase |C(North)shall
be reduced in accordance with the following schedule: (i) by ten percent(|OY6) if Such Phase
Completion ofPhase |C 'North)shall occur uyofJanuary |,2O24,(ii)h}twenty percent (20%)
ifsuch Phase Completion ofPhase I (North)shall not have occurred oopfJanuary \,ZO24,but
oho|| have occurred as of January |, 2025; and (iii) by thirty percent (JO%) if Such Phase
Completion of Phase |C (North) shall not have occurred owofJanuary 1,2025, but shall have
occurred aso[January ], 2026, If such Phase Completion o[Phase |C (North) shall not have
occurred an of January \, 2026. then the Incentive Payment booed upon the |ncncnocnCu| T|F
derived from Phase |[ (North) shall automatically shall be divested and ohu|| terminate and be of
no further force and effect and Master Developer shall not he entitled to any |ncrenneoiu| TlF
with respect to Phase I C O'Orth).
|d
93*3360/1_.`�
Submitted into the public
record inconnection with
|uann zo on 12-29'14
Todd 8.Hannon
Clerk nfthe Board
4,2.2.4 Phase |C(South): [[ Phase Completion o[Phase I
(South) as described on Exhibit ^^B" attached hereto, shall not have occurred by January |, 2023,
then the Incentive Payment based upon the Incremental T|Fdchvcd from Phase |C (South) shall
be reduced in accordance with the following schedule; (i)hvten pen:ent(|O%) i[such Phase
Completion oFPhase |C (South) shall occur aoofJanuary 1.2024; (iUbvtwenty percent (2O9)
i[such Phase Completion ofPhase I (South)shall not have occurred usofJanuary \,2024,but
shall have occurred as of January |, 2025; and (iii) by thirty percent (30Y6) if such Phase
Connp|cbun of Phase I (South) shall not have occurred as of January l, 2025, but shall have
occurred as of January ), 2026, If such Phase Completion ofPhase I (South) shall not have
occurred as of January |' 2026, then the Incentive Payment buumj upon the Incremental T|F
derived from Phase \C(South)shall automatically shall hedivested and shall terminate and beof
no further force and effect and Master Developer shall not be entitled to any Incremental TlF
with respect to Phase IC (South),
4,2.2.5 PhuscU, Block A: |[ Phase Completion of the Phase U
Block A, an described on Exhibit '^B" attached hereto, ohu|| not have occurred by January |,
2026, then the Incentive Payment based upon the |nomnmcn1y| T|F derived from Phase U B|ook /\
shall be reduced in accordance with the following schedule: (i) by *:n percent (|U%) if such
Phase Completion of Phase O Block ahu|| occur usofJanuary 1,2027; (ii) hytwenty percent
(20%) if such Phase Completion of Phase |[ Block A shall not have occurred as of January |,
2027, but shall have occurred aoofJanuary |, 2028; and (iii) by thirty percent(3OY6) if such
Phase Completion o[Phase ll Block ohu|| not have occurred uoofJanuary 1,2028, but shall
have occurred nsnfJanuary 1'2029. /[aurh Phase Completion o[Phase |\ Block /\ shall not
have occurred omn[January |,2OZ9,then the loocn\ivc Payment based upon the |ncrcnneniu| TlF
derived from Phase l| Block ohu|| automatically shall be divested and shall terminate and be of
nofurther force and effect and the Master Developer shall not be entitled tnany Incremental T[F
with respect to Phase 11 Block A.
4.2.2.6 Phase U; Block B: l[Phase Completion ofthe Phase U
Block 0, as described on Exhibit ^'8" n1ioohod hereto, xhuU not have occurred by January |,
2027,then the Incentive Payment based upon the Incremental T|Fderived from Phase /| Block B
ohu|| he reduced in accordance with the following schedule: ({) by ten percent (1096) if such
Phase Completion of Phase U Block B shall occur as of January |, 2020; (ii) by twenty percent
(20%) if Such Phase Completion of Phase U Block U shall not have occurred as of January |,
2028, but shall have occurred as of January |, 2029; and (iii) by thirty percent (30%) if such
Phase Completion of Phase U Block E} xhu|| not have occurred as of January ). 2029, but uhuU
have occurred as of January |, 2030. If such 9hunc Completion of Phase U Block B shall not
have occurred as u[]onuury |,203O,then the Incentive Payment based upon the Incremental T|F
derived from Phase U Block B nhuU automatically shall be divested and shall terminate and be of
no further force and effect and the Master Developer shall not be cn\}Ucd in any Incremental T\F
with respect to Phone U Block B.
42] Incentive Payments After Assignment mrSale. Master Developer,
in its sole and absolute discretion, may assign and reassign the Incentive Payment (or discrete
portions thereof) and Extra Incentive Payment (or discrete portions thereof) ntany time or from
time to time upon written notice given to LhnCRA. Any u/ch notice ofassignment shall indicate:
(i) the narne of the Assignee and the Assignee's contact information, (ii) the portion of the
|7
934336011_,-�
Submitted into the public
record inconnection with
item 12 on 12'29'14
Todd o.Hannon
Clerk of the Board
Incentive Payment so assigned and payable to the Assignee, Uii> the term thereof, (iv) whether or
not the Assignee shall have any right of assignment, and (v) any other k:nns or provisions
applicable dbcrck) and mutually agreed to as between Master Uovc|nper and Assignee (the
"Assignment Notice"). Any Assignee must assume the obligation of the Assignor to utilize the
Incentive Payment solely inaccordance with the provisions o[Section 4.2.4. Any assignment by
Master Developer of its rights to the Incentive Payment and/or the Extra Incentive Payment shu|l
not release Master Developer of its dudes and obligations under this Agreement, including the
obligations under Section 4.2.4.
In furtherance of and not as n limitation of the foregoing,
CK,\ ouknov/|cdg«x that Master Developer intends to petition the County to establish Miami
\VoddCentorUis%rici,pursuuniiothe authority provided under[hoptcr |90`Fla. Statutex,[hr(he
purpose o[financing, constructing and maintaining (in v/ho|c or in port) the Public Infrastructure
Improvements. Following the establishment of the Miami \Vor|d[cntcr District, Master
Developer intends to convey the Public Infrastructure Improvements or construction contract(s)
therefore, and convey its interest in the nannc, to the K1ionni VKnddCcnter District, and
contemporaneously therewith to iasuw an Assignment Notice of u portion of the Incentive
Payment to Miami VVmdd[«nter District for the term of any then existing bond issuancc, and the
Miami WoddCcnk:r District shall oasunnc the obligation to comply with the obligations under
Section 4.2.4of this Agreement.
4.2/4 Limitation on Use of Incentive Poynocnto. Incentive Povnncrts and
Extra Incentive Payments paid during the Term of this Agreement shall he used for the sole and
exclusive purpose of paying and/or reimbursing the costs of the construction, maintenance,
operation, and debt service/debt issuance costs of the Project and/or the Miami Wor|dCcntcr
Divtrict, to the extent such payments are permitted use ofT|F |ncm:rnen\ pursuant to Chapter
163 Part III, Fioricla Statute,
5. SUBORDINATION OFINCENTIVE PAYMENT.
5,1 Master Developer acknowledges and agrees that the obligations ofthe
CK/\ under this Agreement to rnuko Incentive Payments and Extra Incentive Payment(s)
hereunder are junior and subordinate to the obligations of the CR& to pay debt service with
n:opmci to any bonds now existing or hereinafter issued by the CR/\ (collectively the ^^800d
Ob|igudnnx")and junior and subordinate ko the payments Lobcmade inconnection with the grant
to he rnudn in connection with "Mama Hattio" and the Grunt Agreement, as amended, by and
between the City and the C&A and with respect to the Gibson Puck (collectively, the "Grant
0h|igaiiono"), which Grunt Obligations are more fully described in Exhibit ^^F"Under no
circumstances shall the [R/l he obligated to make Incentive Payments and Extra Incentive
Payments from its general revenues or any other sources if Increment TiF is unavailable after the
CRA makes all required payments with respect to the Bond Obligations and the Grant
Obligations. To the extent no |norcmcn\u| T|F or only o portion of the |ncrcnnenCo| 7lF is
available to pay the CRA's obligations under this /\grocnncnt as result o[the Bond Obligations
and the Grant Obligations, the Incentive Payments and the Extra Incentive Payments, if any, shall
hcreduced tothe amount mfIncremental TlFavailable, ifany, and the shortfall uhu|| be deferred
to subsequent ycn/(y). If requested by the CPA or the N400k:r Developer, the then recipients of
the Incentive Payment and Extra Incentive Payments uhoU execute o subordination agreement
|8
43433601/_v���
5ubmittedinto the public
record inconnection with
item _12_on 1Z-Z9'14
Todd D.Hannon
Clerk nfthe Board
confirming that this Agreement is junior and subordinate to any Bond Obligations and Grant
Obligations within ten (10) business days ofwritten request hythe CRA.
52 Pledge ofTIF Revenues, |othe event the CKA issues additional bonds
subsequent k)the Effective Date the CRA covenants and agrees not to pledge the inon:cnenCu|
T!F derived from the P jieotv/hich will be payable to Master Developer under this Agreement as
collateral for such bonds.
5] Additional Agreements Regarding Use o[Incremental TlF. Master
Developer and Retail Developer acknowledge and agree that nothing contained in this
/\gncunocnt ohu|| be deemed or construed to prevent the CR/\ from entering into agreements
similar tnthis Agreement (each a^"TlF /\@Tcernent")pursuant to which the CPA conorni$ to pa}
soch developers o portion of the Incremental T]F generated from their project within the
Redevelopment Area. Master Developer and Kc\ui| Developer each acknowledge and agree that
|ncncnnen&| T|F generated from other projects v/hich are subject toT|F /\grecnuent(x)vvi|| not be
available to make up for any shortfall under Section 5.1.
6. CHALLENGES.
6.1 No Liahi\itv. Master Developer and Kctoi| Developer each hereby forever
waives and releases the CPA from any liability whatsoever, now or hereafter arising in
connection with any challenge to this Agreement by o third party and covenant and agree not to
initiate any legal proceedings against the CRA in connection with any ohnUcngn« to this
Agreement /m1hcr than as a result of default by the CPA with respect to its ob|\gud0nx under
this Agreement.
62 Duty toDefend. |nthe event ofany challenge k)this Agreement, any party
in interest, at its ortheir sole cost and expense, may defend any such challenge hy8third party.
The CRA shall cooperate with MomLcr Developer and Retail Developer and, if necessary,
participate in the defense ofsuch challenge provided Master Developer and Retail Developer pay
the cost ofsuch defense.
7. REPRESENTATIONS OF MASTER DEVELOPER. Master Developer makes
the following representations to the CRA as follows:
7.1 Each of the entities comprising Master Developer iso limited liability
company, duly organized and validly existing under the laws ofits state o[formation and has full
power and capacity to own their properties, to carry on their busincss as presently conducted, and
to enter into the transactions contemplated by this Agreement.
7.2 Master Developer's execution, delivery and performance of this
Agreement has been duly authorized by all necessary company actions and does not conflict with
or constitute u default under any indenture, agreement or instrument to which such entities are
party orhywhich they may be bound.
7�1 This Agreement constitutes dhe valid and binding obligations o[Master
Developer, enforceable against Master Developer in accordance with its tcnns, subject to
bankruptcy, insolvency and other similar laws affecting the rights of creditors generally,
|9
934336011v�
Submitted into the public
record inconnection with
Item 12 on 12-29'14
Todd a.Hannon
Clerk of the Board
8. REPRESENTATIONS 0FRETAIL DEVELOPER, Retail Developer makes the
following representations to the CRA on follows:
8.1 Retail Developer isalimited liability company, duly organized and
validly existing under the |uns of the State of Michigan 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 Retail Developer's execution, delivery and performance of this Agreement
has been duly authorized by all necessary company actions and does not conflict with or
constitute a default under any indenture, agncccncnt or instrument to which it is o party or by
which it may be bound.
8.3 This Agreement constitutes the valid and binding obligations n[Retail
Developer, enforceable against Retail Developer in accordance with its tcnnn` nu6iort to
bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.
9. REPRESENTATIONS OFTHE CPA. The C8Amakes the following
representations toDeveloper:
V,| The CKA induly organized and validly existing under the laws nfthe Skate
of Florida and has full power and capacity to own its own poop:rtiux, to curry on its business as
presently conducted by the CRA, and to perform its obligations under this Agreement.
92 The CKA`sexecution, delivery and performance ofthis Agreement has
been duly authorized by all necessary actions and does not conflict with orconstitute adefault
under any indenture, agreement or instrument to which it is a party or by which it may be bound.
0] This Agreement constitutes the valid and binding obligations ofthe CRA,
enforceable against thcCRA in accordance with its terms, Subject to bankruptcy, insolvency and
other similar laws affecting the rights of creditors generally.
10. NOTICES. All notices, demands, designations, certificates, requests, offers,
consents, approvals, appointments and ndhcc instruments given pursuant to this Agreement
(collectively called "Notices") ohoU be in writing and given by (a) hand delivery, (b)recognized
cmpvcos overnight delivery service, (o) certified or registered nnuU, return receipt requested, or
facsimile and ohu|| hedcenned to have been delivered upon (i)rocoipL ifhmnd-de|ivornd,(ii) the
next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or
registered mail, return receipt noqucxicd the day evidenced by the return receipt or the day
delivery in refused; or (iv) transmittal, if sent on a business day by tmcelnmilo and if sent by
facsimile on u day other than u business day, on the first business day following transmittal.
Notices shall be provided to the parties and addresses specified below:
ZO
93*336011_,4-�
MASTER DEVELOPER:
K4|/\K1| P|FtST` LLC
M1AM| SE[OND,LLC
M|/\MI THIRD, LLC
M|AM| FOURTH, LLC
M|/\M| /\/1, LLC
c/o Miami World Center Holdings,
1645 Palm Beach Lakes Boulevard
Suite i200
West Palm Beach, Florida 3340l
Fax: (561)961'1178
Copy to:
Steams \Vcuvcr K4Ubr VVeisxhor/\|haJcff& Sitteraon, P.A.
150 W. F|ug|cr Street
Suite 2200
Miami, FL 33130
Attention: Marina Ross, Esq. /Javicr E. Fernandez, Esq.
Fax: (305)789'3501
RETAIL, DEVELOPER
Forbes Miami NE I" Avenue LLC
|00OoUerioOOicentrc,Ste. 427
Southfield, MI 48034
Attention: Nathan Forbes
Fax: (248)827'7228
Copy to:
Honigmmn Miller Schwartz and Cohn LLP
000 Woodward Avenue
229OFirst National Building
DcUnii,M| 48226
Attention: Lawrence McLaughlin, Esq. / David Jacob, Esq.
Fox: (313)465'7475
2|
Submitted into the public
record inconnection with
Item 12 on 12-29'14
Todd B.Hannon
Clerk of the Board
w34336011_= 11
C8A:
Submitted into the public
record inconnection with
Item 12 on 12'29'14
Todd 8.Hannon
Clerk ofthe Board
SoutbnaxtOvcMown/Pnrk West
Community Redevelopment Agency
819MVV 2"1/\vrnun, }'«Floor
Miami, FL 33136
Attention: C|urcnor Woods, Executive Director
Copy to:
Holland & Knight LLP
70|Brioke||Avenue
Suite ]000
Miami, F)orida33l3l
Attention: William 9LBloom, Esq.
Fax: (}05)789-7799
|L APPROVAL OF CRA BUDGET. Master Developer and Retail Developer each
acknowledge that no voter approval was obtained in connection with this Agreement and that
neither the City nor the County has approved this /\grenmcnL In the event this Agreement is
dr*:mninoj to be unenforceable in whole or in pad as a result of (i) the rnu|d'yeur CRA
commitment regarding the |noondvc Payments and Extra Incentive Payments or(ii)the failure to
ohtoinCR/\ Board Approval, City Approval and County Approval ofthe CFlA Budget including
o line item for the Incentive Payment and Extra Incentive Payment, ifapplicable, onmnannual
basis, Master Developer and Retail Developer each acknowledge and agree that the LR& nho||
have no liability to either Master Developer or Retail Developer arising under this Agreement.
Master Developer and Retail Developer each acknowledge that this provision is a material
inducement for the CRA to enter into this Agreement.
12. COUNTY APPROVAL Master Developer and Retail Developer each
acknowledge that this Agreement has not been submitted inthe County Commission for review
or approval and that the Incentive Payments and Extra |noonbvc Payments contemplated by this
Agreement will be included inthe annual budget (subject toCR/\ Board Approval) submitted by
the CR& to the City for approval and submitted by the C8A to the County for approval, once the
C[(A Budget is approved by the CRA Bound and City approval is obtained. The CR/\shall use
commercially reasonable efforts toprocure the City Approval and the County Approval ofthe
CR/\ Budget. The CRA shall have no liability toeither Master Developer or Retail Developer in
the event that City Approval and County Approval are not obtained.
13. NON -RECOURSE. This Agreement isnon',coourse8rthe CPA. In the event of
u breach ofthis Agreement by the Cll/\, the Mxsb:, Developer (and only the Master Developer or
any impacted Assignee) may seek specific performance of this /\grccrncnt or bring an action at
law which shall be limited to recovery ofany Incentive Payments and Extra Incentive Payments
due under the terms of this Agreement and in no event shall Master [)cvc|oper or ally /\uaigncc
have the right toseek damages against thcCK/\.
ZZ
|
/
*34336o/11v-',,�
Submitted into the public
record inconnection with
Item z% on zJ-Zg'»u
Todd n.Hannon
Clerk ofthe Board
14. DEFAULT Ql,DEVELOPER.
14.1 In the event Retail Developer breaches its duties and obligations under this
Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice
of default specifying the breach, or Such longer period of time, not to cxoccd one hundred and
fifty (150) days, if the default, by its nature cannot ncomonub|y be cured within such thirty (30)
day period and if Retail Developer has not commenced curative action within thirty (30) duvx and
diligently pursues nacoe' then for so long as such breach ordefault shall continue, the CQ/\ may
pursue any remedy ovuUuh|e at law or in equity to cause Retail Developer to comply with the
terms ofthis Agreement.
14.2 In the event Master Developer breaches its duties and obligations under
this Agreement, and such failure is not cured within thirty (30) days of the issuance of written
notice ofdefault specifying the breach, orsuch longer period of time, not to exceed one hundred
and fifty '150)days. if the default, by its nature cannot reasonably becured within such thirty
(30)duy period and if Master Developer has not commenced curative action within thirty (30)
days and diligently pursues sanue, then for so long as such breach ordefault shall continue, the
obligations ofthe CRA under this Agreement with respect tm Incentive Payments and the Extra
Incentive Payments (other than any Incentive Payments and Extra Incentive Payments, if any,
that have been previously assigned by Master Developer under Section 4.2.3) shall be suspended,
and ifany such suspension shall continue for more than one year, then the[R/\ shall have no
further duties or obligations under this Agm:nnnont to the Master Developer with respect to any
such Incentive Payments and Extra Incentive Payments.
14.3 No breach hvthe Retai| Developer Linder Section 14.1 with respect k/the
Retail Center shall be dccnocd o breach by Master Developer under Section 142vvith rnnpcoi to
the Project, excluding the Retail C«nier, and, conversely, no breach by Master Developer with
respect to any portion of the Pnycoi other than the Retail Center under Section 14.2 shall be
deemed u breach by Retoi| Developer under Section 14.1 with respect to the Retail Center.
15. ADJUSTMENT TOFOLIO NUMBERS. Mosk:, Dovelnper, Kciai| Developer
and CK-Aeach acknowledge that the current tax folio numbers with respect tmthe Property shall
change as result ofthe redevelopment ofthe Property in connection with the Project, including
the adoption o[arevised subdivision plan. Insuch event, the Executive Director ofthe CPA and
the Master Developer or Kc\ai| Dcvc|oper, as applicable, shall proceed in good faith to agree as
to which new folio numbers are applicable toportions oFthe Project, based upon the adjustment
insuch new folio numbers bythe Miami -Dade County Property Appraiser.
16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
cn:ohnn of, nor shall it be construed aocreating, u partnership orjoint venture between the[R&
and Mnv*:r Developer and/or Rc\ui| Developer. No party can create any obligations or
responsibility on behalf ofthe others orbind the others in any manner. Each party isacting for
its own account, and it has rnudo its own independent decisions toenter 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 ithas deemed necessary. Each party acknowledges that none ofthe
other parties hereto is acting as u fiduciary for or an adviser to it in nzypcci of this Agreement or
any responsibility or obligation contemplated herein. Master Developer and Retail Developer
23
9343 360//_�2
Submitted into the public
record inconnection with
Item zo on 12'29'14
Todd m.Hannon
Clerk of the Board
each further represent and acknowledge that nmone was paid n fee, commission, gift nrother
consideration by such party or such puriy'y agent as an inducement to entering into this
Agreement.
17. AGREEMENT TORUN WITH THE LAND. This Agreement, and all rights and
obligations herein, ahoU be binding upon Master Developer and Retail Developer and their
respective successors and assigns and run with title tothe Property. Master Developer represents
and warrants to the CDA that it is the tee simple owner of the property described in Exhibit
^^/\'|~ottuohcd hereto, and Retail Developer represents and warrants krthe CKA it ix fee simple
owner o[the property described in Exhibit "/\'2" attached hereto.
10. BUDGET 8LAPPROPRIATION, CQAcovenants and agrees hobudget the
Incentive Payment and Extra Incentive Paynnonl, if applicable, as u line item in its annual
operating budget subject bz CR-A Board &ppouvuL City Approval and County Approval. CRA
further covenants to use commercially ncusonub|c efforts to procure annual approval of its
operating budget, including the Incentive Payment and Extra Incentive Payment, ifapplicable, us
contemplated by this Agreement.. by both the City and County.
19. CONSULTANT AND PROFESSIONAL COMPENSATION. Master Developer
and Retail Developer each has retained consultants and professionals to assist Master Developer
and Retail Developer with the negotiation and execution of this Agreement, and Master
Developer and Retail Developer each 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 Master Developer or Retail Developer compensate
any such consultant or professional in any form that would be deemed a^^bonuo,""success fec`,
or"�ndc,'oh:e`'inexchange for the CB�\Board's approval ofthis /\grccnoeni
20. MISCELLANEOUS.
20.1 All ofthe parties tothis Agreement have participated fully inthe
negotiation and preparation hereof, and, accordingly, this Agreement ohy|| not be more strictly
construed against any one n[the parties hereto and shall he interpreted in n accordance with its
plain mooning.
20�2 \nthe event any term orprovision 0[this Agreement iSdetermined b»
appropriate judicial authority to be illegal or otherwise inva|id, such provision shall be given its
nearest |cge| meaning orbeconstrued as deleted as such authority determines, and the remainder
o[this Agreement shall beconstrued hobc(nfull force and effect,
20,3 In the event of an), litigation between the parties under this Agreement, the
prevailing party sliall be entitled to recover attorneys' fees and costs at trial and appellate levels.
20A In construing this Agreement, the singular shall be held to include the
p|unx|, the Plural shall be held to include the singular, the use of any gender shall he held to
include every other and all genders, and captions and Paragraph headings shall be disregarded.
24
o3e360/1VO
Submitted into the public
record inconnection with
Item 12 on 12'29'14
Todd u.Hannon
Clerk of the Board
20.5 All ofdheexhibits attached tothis Agreement are inoucpmrubcd in, and
made upart of, this Agreement.
20.6 Time shall bc of the essence for each and every provision of this
Agreement.
2Ci7 Noprovision nfthis &gr«,emertiSintended, nor shall any bcconstrued, us
ucovenant ofany ofUdm| (either elected or appointed), director, employee oragent ofthe [RA`
in an individual capacity.
20.8 This Agreement shall he governed hyand construed inaccordance with
the |owo of the State of Florida, Any action, in equity or in |urv, with respect to this Agreement
must bobrought and heard inMiami-Dade County, Florida.
20.9 This Agreement may he pcconjcd in the Public Records ofMiami-Dade
County at the sole cost and expense mfMaster Developer and Krtai| Developer.
20-10 This Agreement may not hrchanged, altered ormodified except hvan
instrument in writing signed bythe party against whom enforcement nfSuch change would be
sought.
20.11 From time k)time and upon written request from the Master Developer nr
ALotni| Developer, the Executive Director, on behalf of the CRA, shall cuccu0c an estoppel
certificate or uirni|wr certification, in form, scope and substance rc000nnh|y ucocpkuNo to the
requesting party, confirming Kluxicr I)crdoptr or Retail Developer's, as appropriate, compliance
with the conditions net forth in this Agreement (and/ordisclosing any then failure or default by
either such panv).
21, 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
ognocnncnia, representations or warranties other than as set forth herein. This Agreement aho|| be
binding upon the parties hereto and their respective successors and permitted assigns,
[8|G-NATOREPAGE TAFOLLOW]
25
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
IN WITNESS hereof the parties have executed this Agreement as of the date first above
written.
MASTER DEVELOPER:
MIAMI FIRST, LLC, a Delaware limited
liability company
By: MIAMI WORLDCENTER
HOLDINGS, LLC, a Delaware limited
liability company, its manager
By: PWV GROUP 1 HOLDINGS,
LLC, a Delaware limited liability
company
WITNESS:
By
Print Name: Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_,
by , as manager of PWV Group 1 Holdings, LLC, a Delaware limited
liability company, as manager of Miami WorldCenter Holdings, LLC, a Delaware limited
liability company, as manager of Miami First, LLC, a Delaware limited liability company, on
behalf of the limited liability companies, who is personally known to me or has produced
as identification.
My Commission Expires:
26
Notary Public, State of Florida
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
MIAMI SECOND, LLC, a Delaware limited
liability company
By: MIAMI WORLDCENTER
HOLDINGS, LLC, a Delaware limited
liability company, its manager
By: PWV GROUP 1 HOLDINGS,
LLC, a Delaware limited liability
company
WITNESS:
By
Print Name: Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_,
by , as manager of PWV Group I Holdings, LLC, a Delaware limited
liability company, as manager of Miami WorldCenter Holdings, LLC, a Delaware limited
liability company, as manager of Miami Second, LLC, a Delaware limited liability company, on
behalf of the limited liability companies, who is personally known to me or has produced
as identification.
My Commission Expires:
27
Notary Public, State of Florida
#34336011_v
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
MIAMI THIRD, LLC, a Delaware limited
liability company
By: MIAMI WORLDCENTER
HOLDINGS, LLC, a Delaware limited
liability company, its manager
By: PWV GROUP 1 HOLDINGS,
LLC, a Delaware limited liability
company
WITNESS:
By
Print Name: Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_,
by , as manager of PWV Group 1 Holdings, LLC, a Delaware limited
liability company, as manager of Miami WorldCenter Holdings, LLC, a Delaware limited
liability company, as manager of Miami Third, LLC, a Delaware limited liability company, on
behalf of the limited liability companies, who is personally known to me or has produced
as identification.
My Commission Expires:
28
Notary Public, State of Florida
#3h3360
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
MIAMI FOURTH, LLC, a Florida limited
liability company
By: MIAMI WORLDCENTER
HOLDINGS, LLC, a Delaware limited
liability company, its manager
By: PWV GROUP 1 HOLDINGS,
LLC, a Delaware limited liability
company
WITNESS:
By
Print Name: Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 201_, by , as manager of PWV Group 1 Holdings, LLC, a
Delaware limited liability company, as manager of Miami WorldCenter Holdings, LLC, a
Delaware limited liability company, as manager of Miami Fourth, LLC, a Delaware limited
liability company, on behalf of the limited liability companies, who is personally known to me or
has produced as identification.
My Commission Expires:
29
Notary Public, State of Florida
434336011_v ,1
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
MIAMI A/I, LLC, a Delaware limited
liability company
By: MIAMI WORLDCENTER
HOLDINGS, LLC, a Delaware limited
liability company, its manager
By: PWV GROUP 1 HOLDINGS,
LLC, a Delaware limited liability
company
W ITNESS:
By
Print Name: Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201 _,
by , as manager of PWV Group I Holdings, LLC, a Delaware limited
liability company, as manager of Miami WorldCenter Holdings, LLC, a Delaware limited
liability company, as manager of Miami A/I, LLC, a Delaware limited liability company, on
behalf of the limited liability companies, who is personally known to me or has produced
as identification.
My Commission Expires:
30
Notary Public, State of Florida
P34336011_v ;
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
RETAIL DEVELOPER:
FORBES MIAMI NE 1ST AVENUE LLC,
a Michigan limited liability company
WITNESS:
By
—
Print Name: Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 201, by , as of Forbes Miami NE 1st
Avenue, LLC, a Michigan limited liability company, on behalf of the limited liability company,
who is personally known to me or has produced as identification.
My Commission Expires:
31
Notary Public, State of Florida
ri103601
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd 6. Hannon
Clerk of the Board
CRA:
Southeast Overtown/Park West Community
Redevelopment Agency, a public agency and
body corporate created pursuant to Section
163.356, Florida Statutes
ATTEST:
By: By:
Todd B. Hannon Clarence E. Woods, I1I
Clerk of the Board Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
By:
William R. Bloom
CRA Special Counsel
32
#34336011_
Exhibit "A-1"
Legal Description of Property
BLOCK 22
Parcel A-1 (01-0102-020-1020)
OWNER EN1ITY: MIAMI FIRST, I 1 C
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Lot 1, less the North 10 feet and the East 10 feet, Lots 2, 3, 4 and 5, less the North 10 feet, and Lots 16,
17, 18, 19 and 20, less the East 10 feet of Lot 20, all in Block 22 North, City of Miami, according to the
plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County,
Florida, LESS AND EXCEPT the following:
The South 2.5 feet of the North 12,5 feet of Lots 1, 2, 3, 4 and 5;
AND
The external area of a circular curve, having a radius of 7 feet and tangents which are 37,5 feet South of
and parallel with the centerline of N.E. 10'h Street and 42.5 feet West of and parallel with the centerline
of N.E. 21 Avenue:
AND
The West 5 feet of the East 15 feet of lot 1;
AND
The West 5 feet of the East 15 feet of the North 72.0 feet of Lot 20;
AND
The external area of a circular curve, laaving a radius of 25 feet and tangents which are 42.5 feet West of
and parallel with the centerline of N.E. 2nd Avenue and 25 feet North of and parallel with the centerline
of N.E. 9'1' Street.
Parcel A-2 (01-0102-020- 1030)
OWNER ENTITY: MIAMI FOURTH, LLC
Lots 6 and 7 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at
Page 41, of the Public Records of Miami -Dade County, Florida, less the North 10 feet thereof.
Parcel A-3 (01-0102-020-1080)
OWNER FNTITY: IsillAM1 FIRST, LLC
Lot 8 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
#343360112 ,„;
Submitted into the public
record inconnection with
Item 12 on 13'39'14
Todd o.Hannon
Clerk oythe Board
Parcel A-4 (01'0102'020'1100)
Ovmfr'oENCTY: Mlxm| RR3T.iLC
The North 100 feet of Lots 9 and 0 Block 22 North, City of Miami, according to the plat thereof, as
recorded iuPlat Book 8.utPogc4|,ofthe Public Records o[k1iumi'DodcCouniy.F\uridu,
Parcc\A'5 01-0102-020-1090
OWNER EmDTY: M|xm|FIRST, LLC
The South 50 feet of Lots 9 and |O Block 22 North, City of Miami, according to the plat thereof, as
recorded inPlat Book B.uiPa8r4|.nf(hcPublic Rccordoo[M iami'Dade County, Florida.
Purcc|A'6 (01'0102'020'11|0)
Owm5KLNlDTY: MmM|FIRST, LLC
Lot I l Block 22 North. City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records ufMimni'Dudc County, Florida.
Pumc| A'7 (01'0102-020'1|2O)
Lot 12 Block 22 North. City of Miami, according no the plat thereof, as recorded in Plat Book 0. at Paoe
4l,ofthe Public Records mfh4iumi'DadoCounty, Florida,
PurodA'8 (01'0102'020-1130)
Ov'xex ENTITY: nJmw| FIRST, LLC
Lot 13 Block 22North, City nyMiami, according hathe plat 'thcrcof,aerecorded inPlat Book B`utPage
41. of the Public Records ofMiami'Dude County, Florida.
Parcel A'9 (01'0102'020'1140)
Lots 14and |jBlock 22North, City mfMiami, according tothe plat thereof, usrecorded inPlat Book B,
atPage 4|,ofthe Public Records ofMiami-Dade County, Florida.
34
Bi,ocic 39
Parcel B-1 (01-0103-090-1010)
OWNER ENTITY: MIAMI Alt, LLC
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
The North 100 feet of Lots 1 and 2, less the East 35 feet thereof, Block 39 North, City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida.
Parcel B-2 (01-0103-090-1030)
OWNER EN FITY: MIAMI All, LLC
Lots 3 and 4 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at
Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel B-3 (01-0103-090-1040)
OWNER ENFITY: MIAMI All, LLC
Lots 5 and 6 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at
Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel B-4 (01-0103-090-1050)
OWNER ENTITY: MIAMI Alt, LLC
Lots 7, 8 and 13, together with the South 90 feet of Lots 11 and 12, all in Block 39 North, City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida.
Parcel B-5 (01-0103-090-1060)
OWNER. ENTITY: MIAMI A/I, LLC
Lots 9 and 10, together with the North 60 feet of Lots 11 and 12, all in Block 39 North, City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida.
Parcel B-6 (01-0103-090-1110)
OWNER ENTITY: MIAMI All, LLC
Lot 14 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miarni-Dade County, Florida,
Parcel B-7 (01-0103-090-1120)
OWNER EN1 ITY: MIAMI A/l, LLC
Lot 15 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel B-8 (01-0103-090-1130)
OWNER E': I ITY: MIAMI A/1, LLC
35
434336011_0-2
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Lot 16, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
Parcel B-9 (01-0103-090-1140)
OWN1_R ENTITY: MIAMI A/1, LLC
Lots 17 and 18, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel B-10 (01-0103-090-1020)
OWNER EN IITY: MIAMI All, LLC
Lots 19 and 20, less the South 60,5 feet thereof and less the East 35 feet of Lot 20, together with the
South 50 feet of Lot 1, less the East 35 feet, and the South 50 feet of Lot 2, all in Block 39 North, City of
Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida.
Parcel C-1 (01-0104-020-1010)
OWNER ENTITY: MIAMI A/1, LLC
The North 140 feet of Lot 1, less the East 10 feet thereof, Block 42 North, City of Miami, according to
the plat thereof. as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County,
Florida.
Parcel C-2 0 -0104-020-1030)
OWNER EN FITY: MIAMI A/1, LLC
The East one-half of the North 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
Parcel C-3 (01-0104-020-1040)
OWN132 ENTITY: MIAMI A/1, LLC
The West one-half of the North 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.
36
g34336011_Nr
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Parcel C-4 (01-0104-020-1050)
OWNER EN l'ITY: MIAMI A/I, LLC
Lot 3 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel C-5 (01-0104-020-1080)
OWNER ENTITY: MIAMI Alt, LLC
Lot 4, 5 and 6 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B,
at Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel C-6 (01-0104-020-1090)
OWNER ENTITY: MIAMI LLC
Lot 7 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel C-7 (01-0104-020-1 100)
OWNER ENTITY: MIAMI A/I, LLC
Lot 8 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel C-8 (01-0104-020-1110)
OWNER ENTITY: MIAMI A/1, LLC
Lots 9 and 10 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B,
at Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel C-9 (01-0104-020-1 130)
OWNER ENTITY: MIAMI SECOND, LLC
The South 100 feet of Lots 11 and 12 Block 42 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
Parcel C-10 (01-0104-020-1 140)
OWNER FNI'ITY: MIAMI Ail, LLC
Lot 13 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida,
37
43433601
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Parcel C-11 (01-0104-020-1150)
OWNER ENTITY: MIAMI A/1, LLC
Lot 14 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida,
Parcel C-12 (01-0104-020-1160)
OWNER ENTITY: MIAMI FOURTH, LLC
Lot 15 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel C-13 (01-0104-020-1170)
OWNER ENTITY: MIAMI FOURTH, LLC
Lot 16 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
4 I, of the Public Records of Miami -Dade County, Florida,
Parcel C-14 (01-0104-020-1180)
OWNER ENTITY: MIAMI FOURTH, LLC
Lot 17 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida,
Parcel C-15 (01-0104-020-1190)
OWNER ENTITY: MIAMI A/1, LLC
Lot 18 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel C-16 (01-0104-020-1200)
OWNER EN 1ITY: MIAMI A/I, LLC
The Soutn MO feet of Lot 19 Block 42 North, City of Miami, according to the plat thereof, as recorded in
Plat Book B. at Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel C-17 (01-0104-020-1210)
OWNER EN I ITY: MIAMI A/I, LLC
The South 100 feet of Lot 20, less the East 10 feet thereof, Block 42 North, City of Miami, according to
the plat thereof, as recorded in Plat Book B. at Page 41, of the Public Records of Miami -Dade County,
Florida.
38
#343360I 1_1, ;
Submitted into the public
record inconnection with
nenn 12 on 12'29'14
Todd B.Hannon
Clerk ofthe Board
Parcel C'{8 (01'0104'020'1020)
OWNER EmT|TY: K4|xwH AJi LLC
The South 10 [cc1 of Lots | and 2. together *ith the North 50 feet of Lots |V and 20, all in Block 42
North, City nfMiami, according tothe plat thereof, aorecorded inPlat Book B,u1Page 4),o[thcPublic
Records of Miami -Dade County, Florida.
39
43*3360112*�.�
�
PurueiC-| (01'0105'040'1020)
OvvwERENnTY: M|Am|/\/l.[LC
Submitted into the public
record in connection with
Item 12 on 12-29'14
Todd a.Hannon
Clerk uYthe Board
/\UofLots \ through l0.except the South 45feet ufLots | through |0and except the East ]] feet ofLot
|' and except the West lO feet of Lot lU thereof, Block 59 North, City of Miami, according to the plat
thereof, asrecorded inPlat Book B,atPage 4|.of the Public Records ofMiami-Dade County, Florida.
40
N34336V�-�
Parcel E'\ (01'0105'080'1010)
OWNF.R EN FITY: MlAm| A/|, LLC
Submitted into the public
record in connection with
item _12_mn 12'79'14
Todd D.Hannon
Clerk wfthe Board
The North 120 feet of Lot |. less the East 10 feet of Lot | and the 2uui three-quarters of the North 105
feet ofLot 2, Block 58 North, City of Miami according to the plat thereof, as recorded in Plat Book 8, at
Page 4|.wfthe Public Records o[Miami-Dade County, Florida,
Parcel E-2 (}1'0105'080'1020)
ThcNor-th \O5feet ufthe West one -quarter ofLot 2'and the North |O5feet o[the East one-half ofLot ].
Block 58 North. City of Miami, according to the plat thereof, as recorded in Plat Book Q. at Page 41^ o/
the Public Records of Miami -Dade County, Florida.
Parcel G' (0\'0\05'O80'l0J0)
OYN*EREwxTTY: M|AN|FOURTH, LiC
The NoUh 105 feet of the VVrg one-half of Lot 3 and the North 105 feet of Lot 4, Block 50 North, City of
Miami, according iothe plat thereof, as recorded in Plat Book B. at Page 4].ofthe Public Records of
Miami -Dade County, Florida.
Punri E'4 (01'005'080'1040)
The North \05 feet of Lot 5 and 6. Block 58 North, City of Miami, according N the p|oK thereof, as
recorded jnPlat Book 8,o(Page 4l.o[the Public Records ofMiami-Dade County, Florida.
Parcel E-5� (01'0185'080'1050)
OWNER ENTITY: MIAMiFouRTH,LLC
The North 105 feet of Lot 7 and 0' Block 58 North, City of Miami, according to the plat thereof, as
recorded inPlat Book 8.otPage 4|,nf the Public Records ofMiami-Dade County, Florida.
Parcel B-6 (01'0105'080'1060)
OWNER ENTITY: M|Aw| P0UxTH.L[C
Lots 9 and |O, less the South 30 feet thereof, Block 58 North. City of Miami, according to the plat
thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.
41
Submitted into the public
record inconnection with
|me,n 22 on 12'2e'14
Todd B.Hannon
Clerk ofthe Board
Parcel E'7 (01'0105'080'1070)
0vV-NEnKJ/AN4rF0Uxrn.LTC
The South 120 feet of Lots | | and 12. in Block 58, NORTH CITY OF MlAML according to the p|u\
thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade Coun�y,F|orida.
Puroe|E-D(]1'0105'080'1080)
The South l20 feet of Lots 13 and 14. in Block 58, NORTH CITY OF M|AM[, according to the p|u'
thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida,
Parcel 2-9 (01'0105'030'1120)
The South 120 feet of Lois 19 and 20, |cus the East 10 feet of Lot 20` Block 0 North, of CITY OF
\4|4Mi according to the p|u1 \koce/[ as recorded in P|u1 Quuk B, Pu&c 41. of the Public Records of
Miarni-Dade County, Florida,
42
BLOCK 43
Parcel F'-1 (01-0104-030-1020)
OWNER FITY: MIAMI FOURTH, LLC
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Lots 1 through 3, less the North 10 feet and less the East 10 feet of Lot 1, Block 43 North, City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida,
Parcel F-2 (01-0104-030-1040)
OWNER ENTITY: MIAMI FIRST, LLC
Lot 4 and the East one-half of Lot 5, Block 43 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
Parcel F-3 (01-0104-030-1050)
OWNER ENTITY: MIAMI FIRST, LLC
The West one-half of Lot 5 and the East one-half of Lot 6, less the North 10 feet thereof, Block 43 North,
City. of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public
Records of Miami -Dade County, Florida.
Parcel F-4 (01-0104-030-1060)
OWNER ENTITY: MIAMI FIRST, LLC
Lot 7 and the West one-half of Lot 6, less the North 10 feet thereof, Block 43 North, City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of
Miami -Dade County, Florida,
Parcel F-5 (01-0104-030-1070)
OWNER ENTITY: MIAMI FIRST, LLC
Lot 8, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
43
i34336OIi
Submitted into the public
record inconnection with
Item za on 12'29'14
Todd a.Hannon
Clerk of the Board
Puoc[F'6 (01'0104'030'1080)
OWNER ENTITY: Mm^x|FIRST, LLC
Lots 9and |O. less the North 10/ect thereof, less the West |0feet o[Lot Nand less that portion o[Lot
|0conveyed tothe City ofMiami pursuant tnthat certain deed recorded inDeed Book |348,Page J|2of
the Public Qouonjx of Miami -Dade County, Florida, and lying within the external area bounded by a
15.00 tnnt radius arc concave tothe Southeast, tangent \o and bounded by the South line o[the North
6.0Ofeet mfsaid Lot |O, and tangent to and hounded by the East line ofthe West feet ofsaid Lot |O, uU
in Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book 8` at Page 41'
o[the Public Records ofMiami-Dade County, Florida.
Parcel P-7 (01'0104'038'1090)
0vm*sR~- Tv: MmM|FIRST, iLC
The North 25 feet ofLots I and |Z. less the West |O fee/ of Lot ||. Block 43 North, City ofMiami,
according to the plat thereof, as recorded in Plat Bonk 8. at Page 41. of the Public Records of
Miami -Dade County, Florida,
Parcel F'8 (01-0104'030-1100)
OWNER ENTITY: K4|AMI: FIRST, LLC
'The South 25 feet ofthe North 50 feet o(Lots I and 12. |eoa the West lU feet o[Lot ||' Block 4]
North, City of Miami, according tothe plat thereof, usrecorded ;nPlat Book R.u\Page 4|.ofthe Public
Records of Miami -Dade County, Florida.
Parcel F_9{01'0184'0]0'1||0)
OWNER ENTITY: MIANV FIRST, LLC
The North 5Ofeet ofthe South 100 feet ofLots I and 12, less the West 10|eet of Lot |l, Block 4}
y4ndk' City of Miami, acuonjin8tothe plat thereof, no recorded in Plat Rook B. at Puge41` of1hc Public
Records of Nfiaini-Dade County, Florida.
PuocI F'|O (01'0104'030'1|2O)
The South 50 feet Lots I and 12. |co the West lO feet of Lot |\. Block 4] North. City of Miami,
according to the plat thereof, as recorded in Plat Book B. at Page 41, of the Public Records of
Miarni-Dade County, Florida.
Parcel F'|( (01'0104'030'1 130)
OWNER ENTITY: MIAMI FIRST, LLC
Lot 13 Block 43 North. City of Miami, according to the plat thereof, as recorded in Plat Book B. at Page
41. of the Public Kounuis o[hJiomi'Dudo County, Florida.
Parcel F-12 (01'0104-I30'1140)
Lot 14 BAack43 North, City of Miami, according to the plat thereof, as recorded in Plat Book 8, at Pogo
41, of the Public Records ofMiami-Dade County, Florida.
44
*3*3360/1 v,�
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Parcel 1-13 (01-0104-030-1150)
OWNER EN IITY: MIAMI FOURTH, LLC
Lot 15 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel F-I4 (01-0104-030-1160)
OWNER ENTITY: MIAMI FOURTH, LLC
Lots 16 and 17 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B,
at Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel F-15 (01-0104-030-1170)
OWNER EN [ITY: MIAMI FOURTH, LLC
Lot 18 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Public Records of Miami -Dade County, Florida.
Parcel F-I6 (01-0104-030-1180)
OWNER ENTITY: MIAMI THIRD, LLC
Lots 19 and 20 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat
Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.
45
#343360
ROAD ABANDONMENT Pmm[CLs
Parcel G'i (NE 9aStreet)
Submitted into the public
record inconnection with
Item 12 on 13.39'14
Todd B.Hannon
Clerk of the Board
That Portion of Northeast Vth Street (t6c 50.00 [oot wide right -cif -way between Blocks 22 North and ]V
Northshonnon^`CitynfMiumi~,occordingWihep\a{thcreo[ourccnrdcdinMWBookB,ut Page 4|,of
the Public Records of Miami -Dade County, Florida), Lying West of a line 60.00 feet West ofand parallel
with the centerline ofNortheast 2nd Avenue (the 50.00foot wide right-of-way between Blocks 2\ North
and 22North shown onsaid p)aU,and East o[aline }300feet East ofand parallel with the centerline uf
Northeast |siAvenue (the 50.00 foot wide right-of-way between Blocks 38North and 39 North shown
on said plat), together with u portion of Lot 20 of said Block ZZ Nor-th, being the emcrou/ area of a
6ou|ur curve, having a radius u[25 feet and tangents which are 42.5 feet \Veg of and pumUe| with the
centerline ofN,E. 2nd Avenue and 25 h:c, Northo[und parallel with the cen<cdineofN.E,9th 8|roc(.
Said lands situate in the City of Miami, Miami -Dade, County, Florida, and contain 22,989 Square feet,
more mrless.
Poroe|G'2 (NE 8o'Street)
That Portion of Northeast 8\h Street (the 50.00 foot wide right-of-way between Blocks 39 North and 42
North shown on"City ofMiomi", according to the plat thereof, as recorded in Plat Book 0.o1 Page 4\,o[
the Public Records ofMiami-Dade County, Florida), Lying West o(the Southerly extension ofthe Ener
line of' Lot 10' of said Block 39 North. and East of line 33.00 feet East of and pura||c| with the
centerline of Northeast \ot Avenue (the 50.00 fum\ wide right-of-way between Blocks 38 North and 39
North shown on said p|at), together with the South B fuu\ of Lots 16. 17 and 18, Block 39, all as shown
on said plat of City of Miami.
Said lands situate in the City of Miami, Minmi'Dude, County, Florida, and contain 20.808 square feet,
more or less.
Paoc� (}'3 (NE 7" Street)
That Portion of Northeast 7ih Street (the 50.00 k/oi wide right-of-way between Blocks 42 North and 59
North shown on"City ofh4iami''.according tothe plat thereof, usrecorded inPlat Book 8,atPage 4|,of
the Public Records of Miam[~Dade County, Florida), Lying Wes[ of a line 58,00 feet West of and parallel
with the centerline of Northcax\Znd Avenue (the 50.08fbm vide right-of-way hct`vecn Blocks 4\ North
and 42 North shown on said plat) and East of line 33.00 feet East of and pond|e| with the centerline of
Northeast \ut Avenue (the 50.00 foot wide right-of-way between Blocks 42 North and 43 North shown
nn said plat),
Said lands situate in the City of Miami, Miami -Dade, County, Florida, and contain 22.963 square feet,
more or less.
46
93433601I_°i.'.
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Parcel G-4 (NE 7'h Street)
That Portion of Northeast 7th Street (the 50.00 foot wide right-of-way between Blocks 43 North and 58
North shown on "City of Miami", according to the plat thereof, as recorded in Plat Book B, at Page 41, of
the Public Records of Miami -Dade County, Florida), Lying West of a line 35.00 feet West of and parallel
with the centerline of Northeast lst Avenue (the 50.00 foot wide right-of-way between Blocks 42 North
and 43 North shown on said plat), and East of a line 35.00 feet East of and parallel with the centerline of
North Miami Avenue (the 50.00 foot wide right-of-way between Blocks 57 North and 58 North shown
on said plat).
Said lands situate in the City of Miami, Miami -Dade, County. Florida, and contain 23,982 square feet,
more or less.
47
#34336011 v':„;
Parcel H'i (01'0101'080'100)
OWNER ENT|TY: Mum| F/Rs-r, LUC
Submitted into the public
record inconnection with
Item 12 on 12'29'14
Todd 8.Hannon
Clerk ofthe Board
The North 125 feet of Lots | and 2' Block 18 North, City of Miami, according to the plat thereof, as
recorded inPlat Book B,atpage 4l o[the Public Records ofMiami-Dade County, Florida, LESS the east
10 feet of Lot 1.
Parce|H-2 (portion ofOi'U|O|'080'|O|))
OWNER ENTITY: MIAMi FIRST, LLC
The South 25feet o[Lots l through 5,the North l2.5feet ofLot |5,the North 25 feet ofLot l6,and the
North 12.5 feet of Lots 19 and 20, Block 18 North, City of Miami according to the plat thereof, as
recorded inPlat Book, 0`o1page 4| ofthe Public Records ofMiami-Dade County, Florida.
48
|
/
93*33601/_,��
BLOCK 19
Parcel J-1 (01-0101-090-1121)
OWNER ENTITY: MIAMI FIRST, LLC
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
The South 125 feet of Lot 14, Block 19 North, City of Miami, according to the plat thereof, as recorded
in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-2 (01-0101-090-1 130)
OWNER ENTITY: MIAMI FIRST, LLC
The South 125 feet of Lot 15, Block 19 North, City of Miami, according to the plat thereof, as recorded
in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-3 (01-0101-090-1052)
OWNER ENTITY: MIAMI FIRST, LLC
The North 125 feet of Lot 6, Block 19 North, City of Miami, according to the plat thereof, as recorded in
Mat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-4 (01-0101-090-1060)
OWNER 'FY: MIAMI FIRST, LLC
The North 125 feet of Lots 7 and 8, Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miarni-Dade County, Florida,
Parcel J-5 (01-0101-090-1090)
OWNER ENTITY: MIAMI FIRST, LLC
The North 125 feet of Lots 9 and 10, Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida,
LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in
Official Records Book 11622, page 2042, more particularly described as follows:
The West 10 feet of the North 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida,
49
#34336OII
5uhmhttedinto the public
' record inconnection with
Item 12 on 12'39'14
Todd g.Hannon
Clerk oythe Board
Parcel J'6 (01'0101'090'1140)
OWNER ENTITY: MIAMI FIRST, LLC
The South |47.5feet nfLots 10,17, 18, |9and the South i47.5feet ofthe V/eoi40feet
ofLot 20, less the South 10 feet thereof, Block 19 North, City nyMiami, according to the plat
thereof, as ocznndod in Plat Book B`atPage 4|.o{the Public Records ofMiami-Dade County,
Florida, LFSSAND EXCEPT the following portion ofLot 2O:
Begin at the Point of Intersection of the VVcsi line of the East 10.00 feet of said Lot 20 with the South
line o[the North 2.50 feet of said Lot 20; thence run S 02"14'17^ Ealong the West line o[the Buxt 10.00
feet ofsaid Lot 20for odistance of48.09 feet tothe Point ofCurvature ofacircular curve concave hothe
West; thence run Northerly and Northwesterly along the uo of said circular curve concave to the West,
having radius o[420.8Q feet. through ucentra| angle ofO6'28'4|~. for an arc distance o[48.|5 feet to
the Point ofIntersection with the South line ofthe North 2.5Ofeet o[said Lot 2O; thence run M87"44'|4^
l8 along the South line of the North 2.50 feet of said Lot 20, for n distance of2.72 h:ci to the Point of
Parcel J'7 (01'0101'090'100)
OWNER ENTITY: MlAMJ FIRST, LLC
The North 121 feet ofLots 1'2 und3, less the East |O feet of Lot \' Block 19. North City of Miami,
according to the plat 1hcoco[ as recorded in Plat Book B. at Page 41, of the Public Records of
Miami -Dade County, Florida, LESS AND EXCEPT the following portion of such Lot |:
Begin o1the Point ofIntersection ofthe North line nfsaid Lot | with the VVosL line ofthe
East |O.0Ofeet ofsaid Lot || thence run S87'44'35"W,along the North line ofsaid Lot \; for a
distance o/40,OOfeet 0othe Northwest corner ofsaid Lot |; thence run S02o|4'|5,E,along the
VVcu\ line ofsaid Lot |, for odistance uf6iOO feet to the Point ofIntersection with the South
line ofthe North 65.O0feet o[said Lot |; thence run N87"44']5"E,along the South line mfthe
North 05.00feet nfsaid Lot \, for udistance of\|.88feet; thence run 8 |2»49'23" E for o
distance of5695feet hothe Point o[Intersection with the North line ofthe South Z9.00feet oF
said Lot |. thence run N 87"4414'`E,along the North line ofthe South 24.U0feet oFsaid Lot ),
for distance of 17.67 feet to the Point ofIntersection with the VVcsL |iwr of the East 10.00 feet of
said Lot |, thence run N 02°14'17 VV.u|ong the West line the East 10.00 feet o[said Lot |, for a
distance of 12090 feet to the Point of Beginning.
Parcel J'8 (01'0101-090'050)
The North 125 feet o[Lot 4, Tl|ook lo,North, City ofMiami, according ho the plat
dburen[ as recorded in Plat Book B,Pngs 4|,ofthe Public }{noordx ofMiami-Dade County,
50
434336mL,',�
Submitted into the public
record inconnection with
item 12 on 12'29'14
Todd e.Hannon
Clerk ofthe Board
Purcel]'V (01'0|0|'090'1051)
The North l25 feet ofLot 5, Block 19, North, City ofMiami, according tothe plat thereof, aurecorded in
Plat Book B.Pace 4l.ofthe Public Records ofM{xmiDudeCounty, Florida.
Parcel ]-lO (01'0101'090'1030)
The South 25feet oflots \ through |U.the North 25 feet ofLots l|, B, Nand |5,the North |5feet of
Lot |2`the North 2.5feet o[Lots 16thnough 19.the North 2.5feet ofthe West 40feet ofLot 20,and the
North 25 feet nfthe East |Ofeet ofLot 2U,Block 19 North, City ofMiami, according iothe Plat thereof,
uorecorded inPlat Book `^8'`,uiPage 4) ofthe Public Records ofMiami-Dade County, Florida.
and
The North 4 feet mfthe South 2Vfeet mfLots | rhrnugh], Block \0North, City u[Miami, according m
the Mat thereof, asrecorded inPlat Book ^^B",atPage 4l of the Public Records ofMiami-Dade County,
5|
m*ssuu|L""
BLOCK 23
Parcel K-1 (01-0102-030-1010)
OWNER ENTITY: MIAMI THIRD, LLC
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
The North 30 feet of the South 75 feet of Lots I and 2, Block 23 North, City of Miami, according to the
Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County,
Florida.
Parcel K-2 (01-0102-030-1020)
OWNER ENTITY: MIAMI THIRD, LLC
The North one half of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida,
Parcel K-3 (01-0102-030-1030)
OWNER ENTITY: MIAMI THIRD, LLC
The South 45 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-4 (01-0102-030-1040)
OWNER ENTITY: MIAMI THIRD, LLC
Lot 3, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at
Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-5 (01-0102-030-1060)
OWNER ENIITY: MIAMI THIRD, LLC
Lot 6, LESS the North 10 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida,
Parcel K-6 (01-0102-030-1070)
OWNER. ENTITY: MIAMI THIRD, LLC
Lots 7 and 8, LESS the North 8 feet thereof, Block 23 North, City of Miami, according to the Plat
thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida,
52
#34336011.,‘
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Parcel K-7 (01-0102-030-1100)
OWNER EN 11 IN: MIAMI THIRD, LLC
The South 50 feet of Lots 9 and 10, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
53
#3433601
Submitted into the public
record inconnection with
Item 12 on 12'29-14
Todd 0.Hannon
Clerk of the Board
Parcel K'8 (01'0102'030'1120)
OWNER ENTITY.'MIxxx/TmRD.LLC
The South one half ofLot 11, Block 23 North, City of Miami according to the Plat thereof, as recorded
inPlat Book `^Ly'`atPage 4l o[the Public Records ofMiami-Dade County, Florida,
Parcel K'9 (01'0102'0]0'11}0)
OWNEnENT[TY: Ma*xlTmmD.LLC
The Southone half ofLot |2.Block 2] North, City o{Miami, according vothe Plat thereof, usrecorded
in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Pomc| K- 10._^(01'0102'030'1140)
OWNER ENTITY: M|xw1|THixU,LLC
Lot \}. Block 13 North, City of Miami, according to the P1ur thereof, as recorded in Plat Book "&.. at
Page 41 of the Public Records of Miami -Dade County, Florida,
Parcel K,\l (01'002'030'1200)
Ow,N8KSwTrY: WmM|THIRD, LLC
The South 85 feet of Lot 19. Block 23 North, City of Miami, according to the Plat thereof, as recorded in
Plat Book "B".utPage 4| ofthe Public Records ofMiami-Dade County, Florida.
Parcel K'l2 {01'0102'030'1210)
OWNER ENTITY: MIAN11 THIRD, LLC
The North 65 feet o[Lut 19 and the North 65 feet of Lot 20. Block 2] North, City of Miami, according to
the Plat thereof, aurecorded inPlat Book "0".atPage 4/ o[the Public Records o/Miami-Dade County,
Parce|K'|} (01'0102'030-1220)
The South 85 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded io
Plat Book ^B^.at Page 4i ofthe Public Records o[Miami-Dade County, Florida.
Parcel K'\4 (01'0102'030'1050)
Lots and 5, Block 23,North, City nfMiumi,according Uo the map or plat thereof,
recorded in Plat Book B, Page 41, of the public records of Miami -Dade County, Florida.
54
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Parcel K-15 (01-0102-030-1090)
OWNER ENTITY: MIAMI THIRD, LLC
The South 50 feet of the North 100 feet of Lots 9 and 10, Block 23, NORTH, CITY OF
MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records
of Miami -Dade County, Florida.
Parcel K-16 (01-0102-030-1110)
OWNER ENTITY: MIAMI THIRD, LLC
The South 25 feet of the North 75 feet of Lots 1 and 12, and the North 50 feet of Lots 11 and 12, Block
23, MIAMI NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida,
Parcel K-17 (01-0102-030-1080)
OWNER EN fl TY: MIAMI THIRD, LLC
The North 50 feet of Lots 9 and 10, Block 23 North, CITY OF MIAMI, according to the plat thereof as
recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida.
55
N3433601 I _v
Submitted into the public
record inconnection with
item 12 on 12'29'14
Todd 8.Hannon
Clerk ofthe Board
EXHIBIT A-2
F0RBES MIAMlPAR[EL
The North 50.00feet of Lots || and |Z'Block 4ZNORTH, nfthe CITY DF M|&K4|,accooding
to the Plat thereof, msrecorded in Plat Book B, Page 4l,o[the Public Records o[Miami-Dade
County, Florida.
Parcel Identification Number: 01'0104'020'1120
u/k/u 7|7'7\9NB|oAvenue, Miami, PL 33132
56
*343360u_v!�7
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Exhibit "B"
The Project
MIAMI WORLD CENTER is mixed use development consisting of two (2) master Phases in multiple
sub -phases. Below is a summary of the anticipated phasing of the Project with all Anticipated
Development Values being good faith projections as of the date of the Agreement of which this exhibit is
a part.
Phase IA (13lock C. D, F, H) — 10.4 acres
Anticipated Development Value: S306 million
1. Approximately 765,000 net square feet of retail (including restaurant uses) (the "Retail
Center");
ii. Approximately 2,250 - 3,000 space parking garage;
Phase 1B (Towers on Blocks D & H)
Anticipated Development Value: $273,7 million
i. Approximately 482 condominium units & related parking; and
ii. Approximately 420 multi -family units & related parking
Phase IC (North) (Block E) — 2.7 acres
Anticipated Development Value: $267.5 million
i. OA acre park;
ii. Approximately 300 hotel units;
iii. Approximately 400 apartment units;
iv. Approximately 150 condominium units;
v. Approximately 25,000 square feet of retail; and
vi. Approximately 1,000 structured and/or open parking spaces
Phase IC (South) (Block G North) — 1.6 acres
Anticipated Development Value: $186 million
i. Approximately 704 apartment units;
ii. Approximately 25,000 square feet of retail; and
iii. Approximately 1,034 parking spaces structured and/or open parking spaces.
Phase II (Block A) — 3,2 acres
Anticipated Development Value: S422.8 million
Ito Program undefined
Phase II (Block B) — 2.5 acres
Anticipated Development Value: $313.1 million
110- Program undefined
g343360i Lv
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Exhibit "C"
Estimated TIF by Phase
PHASE I Estimated Phase
Completion
Phase IA (Block C, D, F H) — 10.4 acres
> Anticipated Development Value: $306 million
> Estimated TIF: $3,579,505
Phase 1B (Towers on Block B & H)
➢ Anticipated Development Value: $273.7 million
A Estimated TIF: $3,201,669
Phase IC (North) (Block E) — 2.7 acres
> Anticipated Development Value: $267.5 million
• Estimated TIF: $3,129,143
Phase 1C (South) (Block G North) — 1.6 acres
➢ Anticipated Development Value:
> Estimated TIF:
PHASE II
$186 million
$2,175,778
Block A — 3,2 acres
➢ Anticipated Development Value: $422.8 million
> Estimated TIF: $4,945,800
Block B — 2.5 acres
➢ Anticipated Development Value: $313.1 million
i> Estimated TIF: $3,662,559
January 1, 2019
January I, 2019
January 1, 2021
January 1, 2021
January 1, 2024
January 1, 2025
134336011 v:24
Exb{bit"D,
Puh|iolnfruotructunzImpnov*men$
59
Submitted into the public
record in connection with
Item _12_mn 12'Z9'14
Todd B.Hannon
Clerk ofthe Board
xwa360|
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Miami World Center
Phase 1 Infrastructure & Garage Estimate Updated 10-22-2014
#
Description
Coastal/Tishman
Amount
1
Public Parking
$ -
2
Demolition
$ 1,458,672.13
3
Earthwork
$ 2,366,962.15
4
Water Distribution System
$ 1,766,122.26
5
Storm Water Management System
$ 3,256,036.18
6
Wastewater Collection System
$ 2,411,878.65
7
Chilled Water Connection
$ -
8
FPL
$ 602,969.66
9
Telecom
$ 844,157.53
10
FPL / Telecom Manholes
$ 120,593.93
11
Fiber & Gas
$ 3,014,848.31
12
Roadway Improvements & Rebuilds
$ 1,776,314.06
13
Curb, Gutter & Sidewalk Concrete
$ 1,808,908.51
14
Hardscape / Pavers
$ 6,220,953.78
15
Landscaping & Open Space
$ 8,633,135.17
16
Parks
$ 3,798,708.88
17
Signage / Wayfinding
$ 1,486,476.99
18
Site Lighting
$ 12,235,329.52
19
Signalization
$ 3,256,036.18
20
Water Features
$ 1,899,354.44
21
SUB TOTAL WITH PARKING
$ 56,957,458.34
22
23
SUB TOTAL WITHOUT PARKING
$ 56,957,458.34
24
Contingency for other utility conditions
$ 3,014,848.00
25
Escalation 10% (without parking)
$ 5,997,231.00
26
GRAND TOTAL WITHOUT PARKING
$ 65,969,537.34
60
N34336011_v.7
Redevelopment Area
I INSERT SKETCH]
Exhibit "E'|"
Overk/*n&Redevelopment Area Boundaries
61
Submitted into the public
record inconnection with
item _12 on 1249-14
Todd B.Hannon
Clerk oythe Board
Exhibit "E-2"
Overtown
[INSERT SKETCH]
62
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
143433601i_..‘
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Exhibit "F"
CRA Bond Obligations and Grant Obligations
Name Par Amount Annual Debt Service Maturity Year
Mama Hattie $10 million (est) unknown
Gibson Park Improvement Grant $14.1 million $ 2030
63
t134336O11ti
Submitted into the public
record in connection with
Item 12 on 12'29'14
Todd B.*annon
Clerk ofthe Board
Exhibit "G- I" [OPEN —UNDER REVISION]
64
Exhibit "G-2" [OPEN - UNDER REVISION]
65
Submitted into the public
record inconnection with
Item 12 on 12'29'14
Todd 8.Hannon
Clerk ofthe Board
#343360?
Submitted into the public
record in connection with
Item 12 on 12-29-14
Todd B. Hannon
Clerk of the Board
Document comparison by Workshare Compare on Monday, December 29, 2014
4:32:14 PM
IEnp►itt
Document 1 ID
interwovenSite://HKDMS/Active/34336011/1
Description
#34336011 v1 <Active> - The Miami Worldcenter Economic
Incentive Agreement
Document 2 ID
interwovenSite://HKDMS/Active/34336011/2
Description
#34336011v2<Active> - The Miami Worldcenter Economic
Incentive Agreement
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