HomeMy WebLinkAboutCRA-R-14-0078 Submittal-Sarnoff-Economic Incentive AgmtMarc Sarnoff
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Prepared 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/I, 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 a!1 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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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:
1. 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 Deve
term in Section 4.1,
Value" shall have the meaning ascribed to said
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 Horne 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.
;u
' has the
t kS 2.1.1 , .1.. 2
s oun Labor LLo - .omtiliayice Fund" has the meaniecr' ed tcl such
tc ms in Sec tlt;rt
2..lfa
2.1.4 "County Targeted Zip Codes" has the meaning ascribed to such term
in Section ;3.1.1, 2.iii.
Z„]Z 2.15 "CRA" shall have the meaning ascribed to the term in the
introductory paragraph.
2.16 "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.aa 2.17-"CRA Board" means the board of commissioners of the CRA.
2.211 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.
3 1;
Section 3.1.1.2.i.
2.19 "CRA Targeted Zip Codes" has the meaning ascribed to such term in
2.22 24" Effective Date" means the date of execution and delivery of this
Agreement by all parties hereto.
223 2.21 "Executive Director" means the executive director of the CRA.
4 2.22 "Existing Improvement Renovation" means renovations to the
buildings and improvements described on Exhibit "H" attached hereto.
21 2.23 "Extra Incentive Payment" has the meaning ascribed to said term in
Section 4.2.1(i).
2:26. 2-24 "First Source Hiring Agreement (Hotel/Retail)" has the meaning
ascribed to said term in Section 3.1.4.
2.2/ 2.25 "First Source Hiring Agreement (Retail Center)" has the meaning
ascribed to said term in Section 3.1.5.
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434336011 v4-Z
Item 12 on
Todd B. Hannon
Clerk of the Board
228. -"General Contractor" means the general contractor engaged for any
Improvement to the Property,
229. 2.27 "Grant Obligations" shall have the meaning ascribed to such term in
Section 5.
2.30 2,24,-"Improvement" means any building or other improvement, excluding
the Public Infrastructure Improvements, developed on the Property subsequent to the Effective
Date.
2-2-9-"Incentive Payment" shall have the meaning ascribed to such term in
Section 4.2.1.
2212 2.30 "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.
13 g_41-"Labor Participation Requirement" has the meaning ascribed to said
term in Section 3.1,1,2.
2-'34 - 3'2 "Labor Non -Compliance Funds" shall have the meaning ascribed to
such term in Section 3.1.1.8.
2.35 "Master Developer" shall have the meaning ascribed to such ten-n in
the introductory paragraph.
2_36 2,3 i "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.
1.17. 2.35 "Person" means any individual, sole proprietorship, partnership, joint
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venture, limited liability company, limited liability partnership, trust, estate, unincorporated
organization, association, corporation, institution, or other entity. o.c
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of the Board
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23.8 2,36 °`Phase" means Phase I (including Phase 1A, Phase 1B, Phase 1C
(North) and Phase IC (South)), and Phase II (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.
2,32 2.37 "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 -"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.
2.4:L 2.39 "Project" has the meaning ascribed to such term in the Recitals.
2
249-"Property" has the meaning ascribed to such term in the Recitals.
7,43 2.11 "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".
2.12 "Retail Center" has the meaning ascribed to such term in Exhibit "B".
2.45. 2.43 "Retail Developer" shall have the meaning ascribed to the term in the
introductory paragraph.
2 d 2.14 "SBE-Construction Services" has the meaning ascribed to such term
._ .__......
in Section 3.1,3-of this Agreement and Section 10-33.02 of the County Code of Ordinances, as
amended.
2 47 " E-Goods and Services" ha se meaning ascrib-d • uch term in
€ct.i
41i 2 "Skilled Labor Participation Requirement" has the meaning ascribed
to said term in Section 3,1.1.3.
2 2.16-"Skilled Labor Non -Compliance Funds" shall have the meaning
ascribed to said term in Section 3.1.1.9.
2,54 2.17`"Small Business Enterprise" has the meaning ascribed to such term in
Section 3.1.3 of this Agreement.
1343360t1 vt1,
2:5;:1. "Subcontractor" means a contractor engaged by a General Contractor.
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2_52 149-" Subcontractor Non -Compliance Funds" shall have the meaning
ascribed to said term in Section 3.1.1,7.
2.53 2,-$4--Subcontractor Participation Requirement" has the meaning ascribed
to said term in Section 3.1 1.4(i).
154 2 51 "Substantially Completed" or "Substantial Completion," or words of
like import, means with respect to such Improvement that a temporary or permanent certificate of
occupancy, or its equivalent, has been issued by the City for such Improvement to enable its
intended use.
2_5_5 2 Y.2 "Target Area" means the areas of the County identified in Section
3.1.1.2(0(a), (b), (c), (d) and (e).
2_5_6 2-4-3-* "Tenant Improvements"means the build -out of the tenant
improvements with respect to retail space on behalf of a tenant of the Retail Center and/or any
retail portion of the Project.
2_51 -).54 "Term" shall mean the period commencing on the 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, as the same may be extended with the approval of the City and the
County in accordance with all applicable Jaws,
5.3.
sa 2.55 "TIF Agreement" has the meaning ascribed to said term in Section
PUBLIC BENEFIT COMMITMENTS.
3_1 Development Commitments. As an inducement to the CRA to provide the
Incentive Payment and the Extra Incentive Payment, as applicable, for the benefit of the Project
pursuant to this Agreement, and in the interest of furthering the goals of the CRA, Master
Developer and Retail Developer (each for itself and its respective successors and assigns) each
hereby makes the following commitments for the public benefit during the Term of this
Agreement:
3 .1 Job Creation During Construction. With regard to sourcing
candidates for employment opportunities resulting from the construction of each 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. To cause 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 City's CareerSource South Florida center, located at Lindsey Hopkins Technical Center
at 750 NW 20' Street, 4'h Floor, the Contractor's Resource Center, South Florida Minority
Supplier Development Council ("SMSDC"), Miami -Dade Chamber of Commerce, State of
Florida economic development entities, or other similar entities recommended by the Executive
Director regarding job training and job placement services to City residents seeking to maximize
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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 .
i. 3.1.1.2 Unskilled ConstructionA Local Workforce
Participation
The Developer shall require their Contractor(s) to emplov_a ninimum of twenty-five
Requirement").
hill the
3.1.1.2 Unskilled Construction Workforce Participation.
i. 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 use good faith, diligent efforts to causeemploy not Tess 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
community encompasses part of zip code 33136;
c. third, to City residents within zip codes 33127,
33128, 33130, 33136 and 33150 (the " CRA Targeted Zip Codes"
highest poverty rated zip codes located in the City;
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.
record in connection with
Au )
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Clerk of the Board
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013433601 I_N }Z
With respect to each Improvement (excluding Tenant Improvements and Existing Improvement
Renovations), Master Developer and Retail Developer shall each require their respective
Contractors to utilize good faith, diligent efforts 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 OF12 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 felonycriminal records shall be given r asonable consideratioi not be
denied empkymen n1e]Y based upon the signifcnnce of thethhir 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 use good faith, diligent efforts to causcemplov 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 Targeted 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
8
433f
Todd B. Hannon
Clerk of the Board
requirements and insurance company requirements; however, skilled laborers with minor or
insignificant non-violent felony criminal records shall be given reasonable considerationnot be
denied employment solely based upon the significance of thetheeir 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 to utilize good faith; diligent
aliens to hire not less 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-1" 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 to utilize good faith. diligent efforts 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.
U
3.1.1.5 Construction "Enhance_' Living Wage Rates. 3
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i. Contractors shall pay a minimum hourly wage rate of
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$12.83 if health benefits are not provided to employees and $11.58 if health benefits are provided o C _
to employees (the "Minimum Hourly_ Wage Rates"). Commencing January 1, 2018, and o o m
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9
Clerk of the Board
continuing thereafter on January 1 of each succeeding calendar through the Substantial
Completion of the Project, the then applicable Minimum Hourly Wage Rates shall be increased
by an amount equal to the product of the CPI Percentage Increase multiplied by the then
applicable Minimum Hourly Wage Rates. For purposes of the foregoing, the "CPI Percentage
Increase" shall equal the fraction (i) whose 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 month) 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. If the Consumer Price Index is discontinued with no successor index, the CRA shall select
a commercially reasonable, comparable index. The CPI Percentage Increase set forth herein shall
not result in a reduction of the respective Minimum Hourly Wage Rates.
ii. Each Contractor shall include the same Minimum
Hourly Wage Rates in all contracts and in all subcontracts entered into by such Contractors,
which willrequire 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.
3.1.1.6 Responsible Wage Rages — Elec_tri cal Journeyman.
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 to such
Improvements to pay a minimum hourly wage rate and health benefits for Electrical Journeyman
consistent with County's 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 a health benefit.
Contractors performing work in connection with any Improvement may employ the services of
Electrical Apprentices subject to the staffing, pay, and other requirements set forth in Section
2-11.16 of the County Code.
ii. Each Contractor shall include the same Responsible
Wage in all contracts and in all subcontracts for electrical services entered into by such
Contractors, which will require that each Contractor to stipulate and agree that they will pay the
Responsible Wage.
3.1.1.7 Report Requirements with respect to Each Improvement.
With respect to each Improvement (excluding Tenant Improvements and the Existing
Improvement Renovations), the Master Developer or the Retail Developer, as appropriate, shall
be required to submit 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 (30) days following Substantial Completion, detailed reports evidencing
compliance with the Subcontractor Participation Requirement during the prior quarter and (ii) on
a monthly basis commencing thirty (30) days after the commencement of construction of each
Improvement until thirty (30) days following Substantial Completion, detailed reports evidencing
compliance with the Labor Participation Requirement the County Labor Participation
Requirenzat and the Skilled Labor Participation Requirement during the prior month
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Clerk of the 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 Master Developer or the Retail Developer, as appropriate, is in compliance with the
Subcontractor Participation Requirement, the Labor Participation Requirement. thunty Labor
and the Skilled Labor Participation Requirement with respect to such
Improvements The Participation Reports mu& be certified as true and correct hY the Ma_
Developer the Retail De eloper er lh chief executive officer of the entity which owns s ch
Jmn Q.v..e.me11ts.._as appropriate,
3.1.1.7 {Penalties for Non -Compliance with Subcontractor
Participation Requirements. With respect to each improvement (excluding Tenant Improvements
and Existing Improvement Renovations) to the extent Master Developer or Retail Developer, as
appropriate, fails to comply with the Subcontractor Participation Requirements, with respect to
such Improvement, Developer shall pay to the CRA 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) Twenty -Five Thousand and No/1 00 Dollars
($25,000.00) for each additional percentage point below the first three (3) percentage points
below the Subcontractor Participation Requirement for up to three (3) additional percentage
points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) for each additional
percentage point below six (6) percentage points below the Subcontractor Participation
Requirement (collectively, the "Subcontractor Non -Compliance Funds") with respect to such
Improvement. The Subcontractor Non -Compliance Funds shall be calculated by the Executive
Director after Substantial Completion and shall be due and payable within thirty (30) days from
the date of Master Developer's or Retail Developer's, as appropriate, receipt of written statement
from the Executive Director stating the amount of Subcontractor Non -Compliance Funds due
with respect to such Improvement. To the extent of any dispute between the Executive Director
and the Master Developer or the Retail Developer, as appropriate, with respect to the compliance
with the Subcontractor Participation Requirements, such dispute shall be submitted to the CRA
Board for resolution. The decision of the CRA Board shall be binding on the parties. Any
amount of the Subcontractor Non -Compliance Funds not paid when due shall bear interest at
12% per annum from the date due until 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 Retail Developer, as appropriate,
fails to comply with the applicable 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) Ten Thousand and No/100 Dollars ($10,000.00)
for each percentage point below the Labor Participation Requirement for the first f=ef O
percentage points below the Labor Participation Requirement, (b) Twenty -Five Thousand and
No/100 Dollars ($25,000.00) for each additional percentage point below the first €+ efour (51)
percentage points below the Labor Participation Requirement for up to fives ( percentage
points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional
percentage point below the tei (-1-0,a) percentage points below the Labor Participation
Requirement (collectively, the "Labor Non -Compliance Funds") with respect to such
Improvement. The Labor Non -Compliance Funds shall be calculated by the Executive Director
11
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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
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 bear interest at 12% per annum from the date
due until paid.
3.1.1.9 Penaltie
vi h o un v Labor
Participati t Requirements _._ for e.ch_ lmprov- -s -. l (1. •eTenant Improvements and
Existing Improvement ' enovations to the extent Master D -. opj r RetaiLDeveloper. as
appropriate fa' to 1v Svith the ap lr� icable CountyLabor Participation Reaui meats. with
respectlo such Tmprovct nt. Master to er or Retail Devel er. a. ronriat ll aT ay to
the CRA as a one-time penalty for sudLnon_coD1i ,�7) T
k310-0_0.0 00Zfbr_eacb4' rcentage point below the County La »r I'.
the. first five (. -rcentage ,points below he County
Tent' -Five Thrntsansi�nd do/100 Dollars (S25.000�.001
below thefirst_ hei5) percentage p ints below the County
ke...i5)rcentage points an l thereafter_ (cl F
($50.0OQ j ) per eack ad
o tYLabor P 1tici. _►,patio
Funds' L it respecUo such Tmnrovement. The County Labor Non Fu s shall he
t
..o -_Participation Requirement (b)
eacltadditional percentage oint
Labor_Participation Requirement for
iftv Thousand and 0/100 Dollars
ten (10) nercen ,a ts below the
-Com Hance
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ive Directors after Su stantial Completion and shall he Niue within thirty
ter_Developer's or_
Executiv Director statingthe amount
extent of au._.dispute between thg_Executive Director and the Masxer,._Deveioper or R tail
eveloper_a5 appropriatspect to the. compliance with the C my L or Partici at n
itt_ such dispute shall be su}emitted to the CRA Board for re oiution which
arbitration shall he binding upon the parties, p unt of the ,Cpuntry Labor Non -Compliance
Funds not paid when due sha11 bearli.tere tat 12°/a per annum fromdate due until i
receipt of written statement from the
.-t 1.111 3.1.1 9 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) FiveIet
Thousand and Nb/100 Dollars ($5,000.0010_Q09.00) 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) TwelvoTyvnty-Five Thousand Five Hundred and
No/100 Dollars ($12,509.00-5.00 00) for each additional one-half (1/2) of a percentage point
below the first one and one half percent (1.5%) below the Skilled Labor Requirement for up to an
additional one and one-half percent (1.S%) and thereafter (c) Twenty FiveFifty Thousand and
No/100 Dollars ($25,000.0050.000.00) 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
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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 until paid.
1_1_1. 1 I_ bCreation Monitoring .,on act. Prior to
the issuance of any construction permits for any Improvement (excluding Tenant Improvements
and Existing Improvement Renovations), a SBE-Construction Services certified firm shall be
retained by each General Contractor 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 *Employn-ient 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
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.
Landscaoe Architec
3.1.3 Small Business Enterprise Program for Architecture. Engineering,
and Mappint Professions"CBE-AJE" and Small Business
Enterprise Program for Construction Services ("SBE-Constructi n Services" and Small
th,jinessWith 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-i+d
11. 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: and
13
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3.1.4 First Source Hiring Agreement (Hotel/Retail). As a further
inducement for the CRA to enter into this Agreement, Master Developer and the CRA have each
agreed to enter into, simultaneously with the execution of this Agreement, a 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-1" attached hereto.
3.1.5 First Source Hiring_ Agreement (Retail Center). As a further
inducement for the CRA to enter into this Agreement, Retail Developer and the CRA shall enter
into, simultaneously with the execution of this Agreement, a first source hiring agreement with
respect to employment during the operation of the Retail Center in the form of Exhibit "G-2"
attached hereto.
3.1.6 Retail Opportunities at Retail Center. As a further 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 (1) CRA supported, restaurant or retail
concept tenant within the Retail Center on terms mutually agreeable to both the Retail Developer
and the CRA. Such prospective tenant shall be subject to the same qualifications and standards as
any other tenant within the Retail Center, but Retail Developer shall provide such prospective
tenant with a rent concession of twenty percent (20%) off of the then applicable market rent for
similar space for the term of the Lease.
3.1.7 Other Retail Opportunities. As a further inducement for the CRA
to enter into this Agreement, Master Developer shall use commercially reasonable efforts to work
with the CRA to situate not less than one (1) CRA supported restaurant or retail concept tenant
within Phase 1C (North) and one (1) CRA identified restaurant or retail concept tenant within
Phase 1C (South) on terms mutually agreeable to both the Master Developer and the CRA.Such
prospective tenants shall be subject to the same qualifications and standards as any other tenants
within Phase 1C (North) and Phase 1C (South) , but Master Developer shall provide such
prospective tenant with a rent concession of twenty percent (20%) off of the then applicable
market rent for similar space for the term of the Lease.
3.2 Each Improvement. For the avoidance of any doubts, the provisions of
Sections 3.1.1, 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 of Project. Master Developer anticipates that the Project
shall be constructed in multiple Phases as more fully described on Exhibit "B". Master
Developer further anticipates that the assessed value of the Improvements for Phase I (including
Phase IA, Phase 1B, and Phase 1C (North) and Phase 1C (South)) in the aggregate will exceed
One Billion Thirty -Three Million and No/100 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 No1100 Dollars
14
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Todd B. Hannon
Clerk of the Board
($12,087,000.00) in the aggregate in Incremental TIF for the entirety of Phase I, with such
Incremental TIF beginning as of January 1, 2018. Estimated Incremental TIF and Phase
Completion on a Phase -by -Phase basis is attached to this Agreement on Exhibit "C.-
CRA has conducted no independent evaluation regarding the Anticipated Development
Value, estimated Phase Completion and the estimate of the Incremental TIF that will be
generated by the Project which has been provided by the Master Developer and Retail Developer.
Master Developer and the Retail Developer acknowledge and agree that they bear the entire risk
under this Agreement if the Project is valued at less 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 Incremental TIF payable by the CRA pursuant to this
Agreement being less than anticipated by Master Developer and Retail Developer. Master
Developer and Retail Developer acknowledge and agree that the CRA shall have no liability to
Master Developer and Retail Developer if the Anticipated Development Value as estimated by
Master Developer and Retail Developer proves not to be accurate for any reason and if the
estimates provided by the Master Developer and Retail Developer prove to be inaccurate, same
shall not relieve Master Developer and Retail Developer of their respective obligations pursuant
to this Agreement.
4.2 Development Incentive. Subject to CRA Budget Approval by the CRA
Board, City Approval and County Approval, on an annual basis in all cases, as an inducement to
the development of the Project, the CRA agrees to pay to the Master Developer a percentage of
Incremental TIF as follows:
4.2.1 Payment of Incremental TIF. On an annual basis for each calendar
year commencing after the Base Year and continuing throughout the Term of this Agreement,
subject to reduction under Section 4,2.2 below, the CRA shall pay to Master Developer an
incentive payment equal to Fifty -Seven Percent (57%) of the Incremental TIF (the "Incentive
Payment"), provided, that:
i. Provided that Phase 1A has been Substantially
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 Seventy -Four Dollars
($6,889,074.00), then, for such calendar year, in addition to the Incentive Payment, the CRA
shall 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 Eight -Nine Thousand Seventy -Four Dollars ($6,889,074.00) and the Incentive Payment for
such year; and
ii. to the extent that the CRA makes any Extra Incentive
Payment(s) to Master Developer pursuant to Section 4.2.1(i) above, then during all succeeding
calendar years, the payments to Master Developer pursuant to Section 4.2.1 above shall be
capped at Six Million Eight Hundred and Eighty -Nine Thousand Seventy -Four Dollars
($6,889,074.00) until such time as the amount of the reductions in the payments to Master
Developer as a result of the cap equal the aggregate of the Extra Incentive Payrnents made to
Master Developer pursuant to Section 4.2.1(i).
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43433601
All Incentive Payments and Extra Incentive Payments shall be due and payable within
thirty (30) days of the CRA's receipt of Incremental TIE
4.2.2 Reduction to Incentive Payment. The Incentive Payment is subject
to reductions as follows:
4.2,2.1 Phase 1A: If Phase Completion of Phase IA, as described
on Exhibit "B" attached hereto, shall not have occurred prior to January 1, 2021, then the
Incentive Payment based upon the Incremental TIF derived from Phase IA shall be reduced in
accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion with
respect to Phase 1A shall have occurred as of January 1, 2022; (ii) by twenty percent (20%) if
such Phase Completion with respect to Phase IA shall not have occurred as of January 1, 2022,
but shall have occurred as of January 1, 2023; and (iii) by thirty percent (30%) if such Phase
Completion with respect to Phase IA shall not have occurred as of January 1, 2023, but shall
have occurred as of January 1, 2024. If such Substantial Completion shall not have occurred as
of January 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from
Phase lA shall automatically be divested and shall terminate and be of no further force and
effect, and Master Developer shall not be entitled to any Incremental TIF with respect to Phase
IA.
4.2.2.2 Phase 1 B: If Phase Completion of Phase 1B as described
on Exhibit "B" attached hereto, shall not have occurred prior to January 1, 2021, then the
Incentive Payment based upon the Incremental TIP derived from Phase 1B shall be reduced in
accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of
Phase 1B shall occur as of January 1, 2022; (ii) by twenty percent (20%) if such Phase
Completion of Phase 1B shall not have occurred as of January 1, 2022, but shall have occurred as
of January 1, 2023; and (iii) by thirty percent (30%) if such Phase Completion of Phase 1B shall
not have occurred as January 1, 2023, but shall have occurred as of January 1, 2024. If such
Phase Completion shall not have occurred as of January 1, 2024, then the Incentive Payment
based upon the Incremental TIF derived from Phase IB shall automatically be divested and shall
terminate and be of no further force and effect and Master Developer shall not be entitled to any
Incremental TIF with respect to Phase 1B.
4.2.2.3 Phase 1C (North): If Phase Completion of Phase IC
(North) as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2023,
then the Incentive Payment based upon the Incremental TIF derived from Phase 1C (North) shall
be reduced in accordance with the following schedule: (i) by ten percent (1 WM if such Phase
Completion of Phase IC (North) shall occur as of January 1, 2024; (ii) by twenty percent (20%)
if such Phase Completion of Phase 1C (North) shall not have occurred as ofJanuary 1, 2024, but
shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Phase
Completion of Phase 1C (North) shall not have occurred as of January 1, 2025, but shall have
occurred as of January 1, 2026. If such Phase Completion of Phase 1 C (North) shall not have
occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF
derived from Phase 1C (North) shall automatically shall be divested and shall terminate and be of
no further force and effect and Master Developer shall not be entitled to any Incremental TIF
with respect to Phase 1C (North).
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434336011_v4-,7„,
4.2.2.4 Phase 1C (South): If Phase Completion of Phase 1C
(South) as described on Exhibit "BI' attached hereto, shall not have occurred by January 1, 2023,
then the Incentive Payment based upon the Incremental TIF derived from Phase 1C (South) shall
be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase
Completion of Phase IC (South) shall occur as of January 1, 2024; (ii) by twenty percent (20%)
if such Phase Completion of Phase IC (South) shall not have occurred as of January 1, 2024, but
shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Phase
Completion of Phase IC (South) shall not have occurred as of January 1, 2025, but shall have
occurred as of January 1, 2026. If such Phase Completion of Phase IC (South) shall not have
occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF
derived from Phase 1C (South) shall automatically shall be divested and shall terminate and be of
no further force and effect and Master Developer shall not be entitled to any Incremental TIF
with respect to Phase 1C (South).
4.2.2.5 Phase 11: Block A: If Phase Completion of the Phase LI
Block A, as described on Exhibit "B" attached hereto, shall not have occurred by January 1,
2026, then the Incentive Payment based upon the Incremental TIT derived from Phase 11 Block A
shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such
Phase Completion of Phase II Block A shall occur as of January 1, 2027; (ii) by twenty percent
(20%) if such Phase Completion of Phase 11 Block A shall not have occurred as of January 1,
2027, but shall have occurred as of January 1, 2028; and (iii) by thirty percent (30%) if such
Phase Completion of Phase II Block A shall not have occurred as of January 1, 2028, but shall
have occurred as of January 1, 2029. If such Phase Completion of Phase 11 Block A shall not
have occurred as of January I, 2029, then the Incentive Payment based upon the Incremental TIF
derived from Phase fl Block A shall automatically shall be divested and shall terminate and be of
no further force and effect and the Master Developer shall not be entitled to any Incremental TIF
\vith respect to Phase II Block A.
4.2.2.6 Phase II: Block B: If Phase Completion of the Phase II
Block B, as described on Exhibit "B" attached hereto, shall not have occurred by January 1,
2027, then the Incentive Payment based upon the Incremental TLF derived from Phase II Block B
shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such
Phase Completion of Phase II Block B shall occur as of January 1, 2028; (ii) by twenty percent
(20%) if such Phase Completion of Phase II Block B shall not have occurred as of January 1,
2028, but shall have occurred as of January 1, 2029; and (iii) by thirty percent (30%) if such
Phase Completion of Phase 11 Block B shall not have occurred as of January 1, 2029, but shall
have occurred as of January 1, 2030. If such Phase Completion of Phase II Block B shall not
have occurred as of January 1, 2030, then the Incentive Payment based upon the Incremental TIF
derived from Phase II Block B shall automatically shall be divested and shall terminate and be of
no further force and effect and the Master Developer shall not be entitled to any Incremental TIF
with respect to Phase 11 Block B.
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4.2.3 Incentive Payments After Assignment or Sale. Master Developer,
in its sole and absolute discretion, may assign and reassign the Incentive Payment (or discrete 0. E c
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portions thereof) and Extra Incentive Payment (or discrete portions thereof) at any time or from _c
time to time upon written notice given to the CRA. Any such notice of assignment shall indicate: 04, c
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(i) the name of the Assignee and the Assignee's contact information, (ii) the portion of the 0 0i
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Incentive Payment so assigned and payable to the Assignee, (iii) the term thereof, (iv) whether or
not the Assignee shall have any right of assignment, and (v) any other terms or provisions
applicable thereto and mutually agreed to as between Master Developer and Assignee (the
"Assignment Notice"). Any Assignee must assume the obligation of the Assignor to utilize the
Incentive Payment solely in accordance with the provisions of Section 4.2.4. Any assignment by
Master Developer of its rights to the Incentive Payment and/or the Extra Incentive Payment shall
not release Master Developer of its duties and obligations under this Agreement, including the
obligations under Section 4.2.4.
In furtherance of and not as a limitation of the foregoing,
CRA acknowledges that Master Developer intends to petition the County to establish Miami
WorldCenter District, pursuant to the authority provided under Chapter 190, Fla. Statutes, for the
purpose of financing, constructing and maintaining (in whole or in part) the Public Infrastructure
Improvements. Following the establishment of the Miami WorldCenter District, Master
Developer intends to convey the Public Infrastructure Improvements or construction contract(s)
therefore, and convey its interest in the same, to the Miami WorldCenter District, and
contemporaneously therewith to issue an Assignment Notice of a portion of the Incentive
Payment to Miami WorldCenter District for the term of any then existing bond issuance, and the
Miami WorldCenter District shall assume the obligation to comply with the obligations under
Section 4.2.4 of this Agreement,
4.2.4 Limitation on Use of Incentive Payments. Incentive Payments and
Extra Incentive Payments paid during the Term of this Agreement shall be used for the sole and
exclusive purpose of paying andlor reimbursing the costs of the construction, maintenance,
operation, and debt service/debt issuance costs of the Project and/or the Miami WorldCenter
District, to the extent such payments are a permitted use of TIF Increment pursuant to Chapter
163 Part III, Florida Statute.
5. SUBORDINATION OF INCENTIVE PAYMENT.
5.1 Master Developer acknowledges and agrees that the obligations of the
CRA under this Agreement to make Incentive Payments and Extra Incentive Payment(s)
hereunder are junior and subordinate to the obligations of the CRA to pay debt service with
respect to any bonds now existing or hereinafter issued by the CRA (collectively the -Bond
Obligations') and junior and subordinate to the payments to be made in connection with the grant
to be made in connection with "Mama Hattie" and the Grant Agreement, as amended, by and
between the City and the CRA and with respect to the Gibson Park (collectively, the "Grant
Obligations"), which Grant Obligations are more fully described in Exhibit "F". Under no
circumstances shall the CRA be 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 Incremental TIF or only a portion of the Incremental TIF is
available to pay the CRA's obligations under this Agreement as a result of the Bond Obligations
and the Grant Obligations, the Incentive Payments and the Extra Incentive Payments. if any, shall
be reduced to the amount of Incremental TIF available, if any, and the shortfall shall be deferred
to subsequent year(s). If requested by the CRA or the Master Developer, the then recipients of
the Incentive Payment and Extra Incentive Payments shall execute a subordination agreement
18
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confirming that this Agreement is junior and subordinate to any Bond Obligations and Grant
Obligations within ten (10) business days of written request by the CRA.
5 2 12_1g1 e of TIF Revenues. In the event the CRA issues additional bonds
subsequent to the Effective Date the CRA covenants and agrees not to pledge the Incremental
TIF derived from the Project which will be payable to Master Developer under this Agreement as
collateral for such bonds.
5.3 Additional Agreements Regarding Use of Incremental TIF. Master
Developer and Retail Developer acknowledge and agree that nothing contained in this
Agreement shall be deemed or construed to prevent the CRA from entering into agreements
similar to this Agreement (each a "T1F_ent") pursuant to which the CRA commits to pay
such developers a portion of the Incremental 'FIF generated from their project within the
Redevelopment Area. Master Developer and Retail Developer each acknowledge and agree that
Incremental TIF generated from other projects which are subject to TIF Agreement(s) will not be
available to make up for any shortfall under Section 5,1.
6. CHALLENGES.
6.1 No Liability. Master Developer and Retail Developer each hereby forever
waives and releases the CRA from any liability whatsoever, now or hereafter arising in
connection with any challenge to this Agreement by a third party and covenant and agree not to
initiate any legal proceedings against the CRA in connection with any challenges to this
Agreement (other than as a result of a default by the CRA with respect to its obligations under
this Agreement.
6.2 Duty to Defend. In the event of any challenge to this Agreement, any party
in interest, at its or their sole cost and expense, may defend any such challenge by a third party.
The CRA shall cooperate with Master Developer and Retail Developer and, if necessary,
participate in the defense of such challenge provided Master Developer and Retail Developer pay
the cost of such 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 is a limited liability
company, duly organized and validly existing under the laws of its state of formation and has full
power and capacity to own their properties, to carry on their business 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 a default under any indenture, agreement or instrument to which such entities are a
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party or by which they may be hound.
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8. REPRESENTATIONS OF RETAIL DEVELOPER, Retail Developer makes the
following representations to the CRA as follows;
8,1 Retail Developer is a limited liability company, duly organized and
validly existing under the laws 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.
8.7 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, agreement or instrument to which it is a party or by
which it may be bound.
8.3 This Agreement constitutes the valid and binding obligations of Retail
Developer, enforceable against Retail Developer in accordance with its terms, subject to
bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.
9. REPRESENTATIONS OF THE CRA. The CRA makes the following
representations to Developer:
9.1 The CRA is duly organized and validly existing under the laws of the State
of Florida and has full power and capacity to own its own properties, to carry on its business as
presently conducted by the CRA, and to perform its obligations under this Agreement.
9.2 The CRA's execution, delivery and performance of this Agreement has
been duly authorized by all necessary actions and does not conflict with or constitute a default
under any indenture, agreement or instrument to which it is a party or by which it may be bound.
9.3 This Agreement constitutes the valid and binding obligations of the CRA,
enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and
other similar laws affecting the rights of creditors generally.
10. NOTICES. All notices, demands, designations, certificates, requests, offers,
consents, approvals, appointments and other instruments given pursuant to this Agreement
(collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized
express overnight delivery service, (c) certified or registered mail, return receipt requested, or (d)
facsimile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the
next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or
registered mail, return receipt requested the day evidenced by the return receipt or the day
delivery is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by
facsimile on a day other than a business day, on the first business day following transmittal.
Notices shall be provided to the parties and addresses specified below:
20
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MASTER DEVELOPER:
MIANII FIRST, LLC
MIAMI SECOND,LLC
MIAMI THIRD, LLC
MIAMI FOURTH, LLC
MIAMI All, LLC
c/o Miami World Center Holdings, LLC
1645 Palm Beach Lakes Boulevard
Suite 1200
West Palm Beach, Florida 33401
Fax: (561) 961-1178
Copy to:
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street
Suite 2200
Miami, FL 33130
Attention: Marina Ross, Esq. / Javier E. Fernandez, Esq.
Fax: (305) 789-3501
RELAIL DEVELOPER
Forbes Miami NE 151Avenue LLC
100 Galleria Officentre, Ste. 427
Southfield, MI 48034
Attention: Nathan Forbes
Fax: (248) 827-7228
Copy to:
Honigman Miller Schwartz and Cohn LLP
600 Woodward Avenue
2290 First National Building
Detroit, MI 48226
Attention: Lawrence McLaughlin, Esq. / David Jacob, Esq.
Fax: (313) 465-7475
21
Clerk of the Board
#1,343160112C+a
CRA:
Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136
Attention: Clarence Woods, Executive Director
Fax: (305) 679-6835
Copy to:
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
Attention: William R. Bloom, Esq.
Fax: (305) 789-7799
11. 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 Agreement. In the event this Agreement is
determined to be unenforceable in whole or in part as a result of (i) the multi -year CRA
commitment regarding the Incentive Payments and Extra Incentive Payments or (ii) the failure to
obtain CRA Board Approval, City Approval and County Approval of the CRA Budget including
a line item for the Incentive Payment and Extra Incentive Payment, if applicable, on an annual
basis, Master Developer and Retail Developer each acknowledge and agree that the CRA shall
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 to the County Commission for review
or approval and that the Incentive Payments and Extra Incentive Payments contemplated by this
Agreement will be included in the annual budget (subject to CRA Board Approval) submitted by
the CRA to the City for approval and submitted by the CRA to the County for approval, once the
CRA Budget is approved by the CRA Board and City approval is obtained. The CRA shall use
commercially reasonable efforts to procure the City Approval and the County Approval of the
CRA Budget. The CRA shall have no liability to either Master Developer or Retail Developer in
the event that City Approval and County Approval are not obtained.
13. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of
a breach of this Agreement by the CRA, the Master Developer (and only the Master Developer or A '3
any impacted Assignee) may seek specific performance of this Agreement or bring an action at v N o
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law which shall be limited to recovery of any Incentive Payments and Extra Incentive Payments a.�
due under the terms of this Agreement and in no event shall Master Developer or any Assignee 2
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Clerk of the Board
14. DEFAULT BY 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 exceed one hundred and
fifty (150) days, if the default, by its nature cannot reasonably be curcd within such thirty (30)
day period and if Retail Developer has not commenced curative action within thirty (30) days and
diligently pursues same, then for so long as such breach or default shall continue, the CRA may
pursue any remedy available at law or in equity to cause Retail Developer to comply with thc
terms of this 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 of default specifying the breach, or such longer period of time, not to exceed one hundred
and fifty (150) days, if the default, by its nature cannot reasonably he cured within such thirty
(30) day period and if Master Developer has not commenced curative action within thirty (30)
days and diligently pursues same, then for so long as such breach or default shall continue, the
obligations of the CRA under this Agreement with respect to 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 if any such suspension shall continue for more than one year, then the CRA shall have no
further duties or obligations under this Agreement to the Master Developer with respect to any
such Incentive Payments and Extra Incentive Payments.
14.3 No breach by the Retail Developer under Section 14.1 with respect to the
Retail Center shall be deemed a breach by Master Developer under Section 14.2 with respect to
the Project, excluding the Retail Center, and, conversely, no breach by Master Developer with
respect to any portion of the Project other than the Retail Center under Section 14.2 shall be
deemed a breach by Retail Developer under Section 14.1 with respect to the Retail Center.
15. ADJUSTMENT TO FOLIO NUMBERS. Master Developer, Retail Developer
and CRA each acknowledge that the current tax folio numbers with respect to the Property shall
change as a result of the redevelopment of the Property in connection with the Project, including
the adoption of a revised subdivision plan. In such event, the Executive Director of the CRA and
the Master Developer or Retail Developer, as applicable, shall proceed in good faith to agree as
to which new folio numbers are applicable to portions of the Project, based upon the adjustment
in such new folio numbers by the Miami -Dade County Property Appraiser.
16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA
and Master Developer and/or Retail Developer. No party can create any obligations or
responsibility on behalf of the others or bind the others in any manner. Each party is acting for
its own account, and it has made its own independent decisions to enter into this Agreement and
as to whether the same is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary. Each party acknowledges that none of the
other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or
any responsibility or obligation contemplated herein. Master Developer and Retail Developer
23
,45413601 %.1".1
each further represent and acknowledge that no one was paid a fee, commission, gift or other
consideration by such party or such party's agent as an inducement to entering into this
Agreement.
17, AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and
obligations herein, shall he binding upon Master Developer and Retail Developer and their
respective successors and assigns and run with title to the Property. Master Developer represents
and warrants to the CRA that it is the fee simple owner of the property described in Exhibit
"A-1" attached hereto, and Retail Developer represents and warrants to the CRA it is fee simple
owner of the property described in Exhibit "A-2" attached hereto.
18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the
Incentive Payment and Extra Incentive Payment, if applicable, as a line item in its annual
operating budget subject to CRA Board Approval, City Approval and County Approval. CRA
further covenants to use commercially reasonable efforts to procure annual approval of its
operating budget, including the Incentive Payment and Extra Incentive Payment, if applicable, as
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 "bonus," "success fee"
or -finder's fee" in exchange for the CRA Board's approval of this Agreement.
20. MISCELLANEOUS.
20.1 All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly
construed against any one of the parties hereto and shall be interpreted in a accordance with its
plain meaning.
20.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines, and the remainder
of this Agreement shall be construed to be in full force and effect.
20.3 In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to recover attorneysfees and costs at trial and appellate levels.
20.4 In construing this Agreement, the singular shall be held to include the
plural, the plural shall be held to include the singular, the use of any gender shall be held to
include every other and all genders, and captions and Paragraph headings shall be disregarded.
24
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20.5 All of the exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
20.6 Time shall be of the essence for each and every provision of this
Agreement.
20.7 No provision of this Agreement is intended, nor shall any be construed, as
a covenant of any official (either elected or appointed), director, employee or agent of the CRA,
in an individual capacity.
20.8 This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement
must be brought and heard in Miami -Dade County, Florida.
20.9 This Agreement may be recorded in the Public Records of Miami -Dade
County at the sole cost and expense of Master Developer and Retail Developer.
20.10 This Agreement may not be changed, altered or modified except by an
instrument in writing signed by the party against whom enforcement of such change would be
sought.
20.11 From time to time and upon written request from the Master Developer or
Retail Developer, the Executive Director, on behalf of the CRA, shall execute an estoppel
certificate or similar certification, in form, scope and substance reasonably acceptable to the
requesting party, confirming Master Developer or Retail Developer's, as appropriate, compliance
with the conditions set forth in this Agreement (and/or disclosing any then failure or default by
either such party).
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
agreements, representations or warranties other than as set forth herein. This Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGE TO FOLLOW]
25
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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
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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 1 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
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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 Iiability
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
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Notary Public, State of Florida
E
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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
TNESS:
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
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MIAMI AII, 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-DADS
}
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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 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
/134336011_4Z
Notary Public, State of Florida
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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
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Notary Public, State of Florida
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Todd B. 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
ATTFST:
By: By:
Todd B. Hannon Clarence E. Woods, III
Clerk of the Board Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
By:
William R. Bloom
CRA Special Counsel
k343360II v4
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Clerk of the Board
Exhibit "A-1"
Legal Description of Property
BLACK 22
Parcel A-1 (01-0102-020-1020)
OwNER. ENTITY: MIAMI FIRST, LLC
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`1' Street and 42.5 feet West of and parallel with the centerline
of N.E. 2''d 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, having a radius of 25 feet and tangents which are 42.5 feet West of
and parallel with the centerline of N.E. 2' Avenue and 25 feet North of and parallel with the centerline
of N.E. 9th Street.
Parcel A-2 (01-0102-020-1030)
OWNER EN 11 FY: MIAMI FOURTH, LLC
Lots 6 and 7 Block 22 North, City of Miarni, 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)
E,NT1TY: MIAMI 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.
Iter
43433601
Clerk of the Board
Parcel A-4 (01-0102-020-1100)
OWNER ENTITY: :41,-kM1 FIRST, LLC
The North 100 feet of Lots 9 and 10 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.
Parcel A-5 (01-0102-020-1090)
OWNER EN Fl f Y FIRST, LLC
The South 50 feet of Lots 9 and 10 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.
Parcel A-6 (01-0102-020-1110)
OWNER EN CITY: MIAMI FIRST, LLC
Lot 11 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page
41, of the Puhlic Records of Miami -Dade County, Florida.
Parcel A-7 (01-0102-020-1120)
OWNER ENTITY: MIAMI FIRST, LLC
Lot 12 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.
Parcel A-8 (01-0102-020-1130)
OWNER ENTITY: MIAMI FIRST, LLC
Lot 13 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,
Parcel A-9 (01-0102-020-1140)
OWNER ENTITY: MIAMI FOURTH, LLC
Lots 14 and 15 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,
34
434 3360
BLOCK 39
Parcel B-1 (01-0103-090-1010)
OWNER ENTITY: MIAMI A/I, LLC
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 ENTITY: MIAMI A/I, 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 ENTITY: MIAMI A/1, 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 EN MY: MIAMI All, 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/1, 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 0 _1 _i/103-090-11 10)
OWNER ENTITY: MIAmt A/1, 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 Nliarni-Dade County, Florida.
Parce1B-7 (01-0103-090-1120)
OWNER ENTITY: 1VITAlvi1 AlT, 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 ENTITY: MIAMI A/E EEC
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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)
O\VNER 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 ENTITY: MIAMI A/I, 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, al] in Block 39 Noith, 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 C-1 (01-0104-020-1010)
OWNER ENTITY: MIAMI A/I, 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 (01-0104-020-1030)
OWNER EN FITY: MIAMI All, 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)
OWNER EN FITY 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
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Parcel C-4 (01-0104-020-1050)
OWNER ENTITY: MIAMI AIL 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 EN•CITY: MIAMI 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 All, 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 (01-0104-020-1100)
OWNER EN CITY: MIAMI All, LLC
Lot 8 Block 42 North, City of 1V1iami, 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 EN CITY: MIAMI A/I, 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 Miarni-Dade County, Florida.
Parcel C-9 (01-0104-020-1130)
OWNER EN EITY: MIAMI SECOND, LLC
The South 100 feet of Lots 11 and 12 B ock 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_-020-1140)
OWNER ENTITY: MIAMI A/1, LLC
Lot 13 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat ook B, at Page
41, of the Public Records of Miami -Dade County, Florida.
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Parcel C-11 (01-0104-020-1150)
OWNER ENTITY: MIAMI Ail, 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
41, 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/I, 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 ENTITY: MIAMI A/I, LLC
The South 100 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 ENTITY: MIAMI All, 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.
3 8
#34336011
Clerk of the Board
Parcel C-18 (01-0104-020-1020)
OWNER ENTITY: MIAMI Ail, LLC
The South 10 feet of Lots 1 and 2, together with the North 50 feet of Lots 19 and 20, all in 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 Miam i-Dade County, Florida.
39
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BLOCK 59
parcel D-1 (01-0105-090-1020)
OWNER ENTITY: MIAM1 A/I, LLC
.............
All of Lots 1 through 10, except the South 45 feet of Lots 1 through 10 and except the East 33 feet of Lot
1, and except the West 10 feet of Lot 10 thereof, Block 59 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.
40
#34336O 11_42
Clerk of the Board
BLOCK 58
Parcel (01-0105-080-1010)
OWNER ENTITY: MIAMI AIL LLC
The North 120 feet of Lot 1, less the East 10 feet of Lot 1 and the East three-quarters of the North 105
feet of Lot 2, 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.
Parcel E-2 (01-0105-080-1020)
OWNER ENTITY: MIAMI FOURTH, LLC
The North 105 feet of the West one -quarter of Lot 2, and the North 105 feet of the East one-half of Lot 3,
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 Nliami-Dade County, Florida.
Parcel E-3 (01-0105-080-1030)
OWNER ENTITY: MIAMI FOURTH, LLC
The North 105 feet of the West one-half of Lot 3 and the North 105 feet of Lot 4, 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.
Parcel E-4 (01-0105-080-1040)
OWNER ENTITY: MIAMI FOURTH, LLC
The North 105 feet of Lot 5 and 6, 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.
Parcel E-5 (01-0105-080-1050)
OWNER ENTITY: MIAMI FOURTH, LLC
The North 105 feet of Lot 7 and 8, 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.
Parcel E-6 (01-0105-080-1060)
OWNER ENTITY: MIAMI FOURTH, LLC
Lots 9 and 10, 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.
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Parcel E-7 (01-0105-080-1070)
OWNER ENTITY: MIAMI FOURTH, LLC
The South 120 feet of Lots 11 and 12, in Block 58, 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 E-8 (01-0105-080-1080)
OwNER ENTITY: MIAMI FOURTH, LLC
The South 120 feet of Lots 13 and 14, in Block 58, 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 F,-9- (01-0105-080-1120)
OWNER ENTITY: MIAMI A/I, LLC
The South 120 feet of Lots 19 and 20, less the East 10 feet of Lot 20, Block 58 North, of 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.
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Clerk of the Board
BLOCK 43
Parcel F-1 (01-0104-030-1020)
OWNER ENTITY: MIAMI FOURTH, LLC
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 ENTTTY: 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
1343360E
Clerk of the Board
Parcel F-6 (01-0104-030-1080)
OWNER ENTITY: MIAMI FIRST, LLC
Lots 9 and 10, less the North 10 feet thereof, less the West 10 feet of Lot 10 and less that portion of Lot
10 conveyed to the City of Miami pursuant to that certain deed recorded in Deed Book 1348, Page 312 of
the Public Records of Miami -Dade County, Florida, and lying within the external area bounded by a
15.00 foot radius arc concave to the Southeast, tangent to and bounded by the South line of the North
6.00 feet of said Lot 10, and tangent to and bounded by the East line of the West 6 feet of said Lot 10, all
in 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-7 (01-0104-030-1090)
OWNER ENTITY: MIAMI FIRST, LLC
The North 25 feet of Lots 11 and 12, less the West 10 feet of Lot 11, 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-8 (01-0104-030-1100)
OWNER ENTITY: MIAMI FIRST, LLC
The South 25 feet of the North 50 feet of Lots 11 and 12, less the West 10 feet of Lot 11, 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-9 (01-0104-030-1110)
OWNER ENTITY: MIAMI FIRST, LLC
The North 50 feet of the South 100 feet of Lots 11 and 12, less the West 10 feet of Lot 11, 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-10 (01-0104-030-1120)
OWNER ENTITY: MIAMI FIRST, LLC
The South 50 feet Lots 11 and 12, less the West 10 feet of Lot 11, 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-1 1 (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 Records of Miami -Dade County, Florida.
Parcel F-12 (01-0104-030-1140)
OWNER ENTITY: MIAMI FOURTH, LLC
Lot 14 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.
44
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Parcel F-13 _(01-0104-030-1150)
OWNER ENTITY: MIANII 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-Dadc County, Florida.
Parcel F-14 (01-0104-030-1160)
OWNER EN rITY: 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 FITY: 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-16 (01-0104-030-1180)
OWNER EN UTY: MIAMI THIR_D, 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
#34336011 1,
ROAD ABANDONMENT PARCELS
Parcel G-1 (NE 9th Street)
That Portion of Northeast 9th Street (the 50.00 foot wide right-of-way between Blocks 22 North and 39
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 60.00 feet West of and parallel
with the centerline of Northeast 2nd Avenue (the 50.00 foot wide right-of-way between Blocks 2] North
and 22 North shown on said plat), and East of a line 33.00 feet East of and parallel with the centerline of
Northeast 1st Avenue (the 50.00 foot wide right-of-way between Blocks 38 North and 39 North shown
on said plat), together with a portion of Lot 20 of said Block 22 North, being the external area of a
circular curve, having 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. 9th Street.
Said lands situate in the City of Miami, Miami -Dade, County, Florida, and contain 22,989 square feet,
more or less.
Parcel G-2 (NE 8th Street)
That Portion of Northeast 8th Street (the 50.00 foot wide right-of-way between Blocks 39 North and 42
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 the Southerly extension of the East
line of Lot 18, of said Block 39 North, and East of a line 33,00 feet East of and parallel with the
centerline of Northeast lst Avenue (the 50.00 foot wide right-of-way between Blocks 38 North and 39
North shown on said plat), together with the South 8 feet 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, Miami -Dade, County, Florida, and contain 20,808 square feet,
more or less,
Parcel G-3 (NE 7th Street)
That Portion of Northeast 7th Street (the 50.00 foot wide right-of-way between Blocks 42 North and 59
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 Miarni-Dade County, Florida), Lying West of a line 58.00 feet West of and parallel
with the centerline of Northeast 2nd Avenue (the 50.00 foot wide right-of-way between Blocks 41 North
and 42 North shown on said plat) and East of a line 33.00 feet East of and parallel with the centerline of
Northeast 1st Avenue (the 50.00 foot wide right-of-way between Blocks 42 North and 43 North shown
on said plat).
Said lands situate in the City of Miami, Miami -Dade, County, Florida, and contain 22,963 square feet,
more or less.
46
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Parcel G-4 (NE 7th 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 1st 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, Courity, Florida, and contain 23,982 square feet,
more or less.
47
Clerk of the Board
g 343360 I I_ \
BLOCK 18
Parcel H-1 (01-0101-080-1010)
OWNER ENTITY: MIAMI FIRST, LLC
The North 125 feet of Lots 1 and 2, Block 18 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 east
10 feet of Lot 1.
Parcel H-2 (portion of 01-0101-080-1011)
OWNER ENTITY: MIAMI FIRST, LLC
The South 25 feet of Lots 1 through 5, the North 12.5 feet of Lot 15, the North 25 feet of Lot 16, and the
North 12.5 feet of Lots 19 and 20, Block 18 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.
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BLOCK 19
Parcel J-1 (01-0101-090-1121)
OWNER ENTITY: MIAMI FIRST, LLC
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 (01-0101-090-1130)
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
Plat Book B. at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel I-4 (01-0101-090-1060)
OWNER ENTITY: 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 Miami -Dade County, Florida.
Parcei 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 ofMiami set forth in Warranty Deed recorded in
Official Records Book 11622, page 2042, more particularly described as follows:
The \Vest 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 Miarni-Dade County, Florida.
49
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Parcel J-6 (01-0101-090-1140)
OWNER EN'FITY: MIAMI FIRST, LLC
The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet
of Lot 20, less the South 10 feet thereof, 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 following portion of Lot 20:
Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 with the South
line of the North 2.50 feet of said Lot 20; thence run S 02'1417" E along the West line of the East 10.00
feet of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular curve concave to the
West; thence run Northerly and Northwesterly along the arc of said circular curve concave to the West,
having a radius of 428.88 feet, through a central angle of 06°2841", for an arc distance of 48.15 feet to
the Point of Intersection with the South line of the North 2.50 feet of said Lot 20; thence run N 87°4414"
E, along the South line of the North 2.50 feet of said Lot 20, for a distance of 2.72 feet to the Point of
Beginning.
Parcel 1-7 (01-0101-090-1010)
OWNER ENTITY: MIAMI FIRST, LLC
The North 121 feet of Lots 1, 2 and 3, less the East 10 feet of Lot 1, 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 following portion of such Lot 1:
Begin at the Point of Intersection of the North line of said Lot 1 with the West line of the
East 10.00 feet of said Lot 1; thence run S 87°44'35" W, along the North line of said Lot 1; for a
distance of 40.00 feet to the Northwest corner of said Lot 1; thence run S 02°14'15" E, along the
West line of said Lot 1, for a distance of 65.00 feet to the Point of Intersection with the South
line of the North 65.00 feet of said Lot 1; thence run N 87°4435" E. along the South line of the
North 65.00 feet of said Lot 1, for a distance of 11.88 feet; thence run S 12°49'23" E for a
distance of 56.95 feet to the Point of Intersection with the North line of the South 29.00 feet of
said Lot 1, thence run N 87°44'14" E, along the North line of the South 29.00 feet of said Lot 1,
for a distance of 17.67 feet to the Point of Intersection with the West line of the East 10.00 feet of
said Lot 1; thence run N 02'14'17" W, along the West line the East 10.00 feet of said Lot 1, for a
distance of 120.98 feet to the Point of Beginning.
Parcel 1-8 (01-0101-090-1050)
OWNER ENTITY: MIAMI LLC
The North 125 feet of Lot 4, Block 19, 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.
50
#34336011_“/
Parcel J-9 (01-0101-090-1051)
OWNER ENTITY: MIAMI FIRST, LLC
The North 125 feet of Lot 5, Block 19, 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 J-10 (01-0101-090-1030)
OWNER EN TI1 Y: MIAMI FIRST, LLC
The South 25 feet of lots 1 through 10, the North 25 feet of Lots 11, 13, 14 and 15, the North 15 feet of
Lot 12, the North 2,5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the
North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof,
as recorded in Plat Book "B", at Page 41 of the Public Records ofMiami-Dade County, Florida.
and
The North 4 feet of the South 29 feet of Lots 1 through 3, 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.
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BLOCK 23
Parcel K-1 (01-0102-030-1010)
OWNER ENTITY: MIAMI THIRD, LLC
The North 30 feet of the South 75 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-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: MJANll 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)
O>:1-,,R EN ITIY: 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)
Ow: ENTITY: 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
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Parcel K-7 (01-0102-030-1100)
OWNER EN FITY: MIAMI THJRD, 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,
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Parcel K-8 (01-0102-030-1120)
OWNER ENTITY: MIAMI THIRD, LLC
The South one half of Lot 11, 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-9 (01-0102-030-1130)
OWNER ENTITY: MIAMI TI-TIRD, LLC
The South one half of Lot 12, 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-10 (01-0102-030-1140)
OWNER ENTITY: MIAMI THIRD, LLC
Lot 13, 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-1 1 (01-0102-030-1200)
OWNER EN 111-Y: MIAMI 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", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-12 (01-0102-030-1210)
OWN -ER ENTITY: MIAMI THIRD, LLC
The North 65 feet of Lot 19 and the North 65 feet of Lot 20, 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-13 (01-0102-030-1220)
OWNER ENTITY: MIAMI THIRD, LLC
The South 85 feet of Lot 20, 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-14 (01-0102-030-1050)
OWNER EN ['HY: MIAMI THIRD, LLC
Lots 4 and 5, Block 23, North, City of Miami, according to the map or plat thereof,
recorded in Plat Book B, Page 41, of thc public records of Miami -Dade County, Florida.
54
#343360!1
Parcel K-15 (01-0102-030-1090)
OWNF,R ENTITY: NITAM1 THIrRD. 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 11 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 ENTITY: 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.
#34336o1i_‘1,;
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EXHIBIT A-2
FORBES MIAMI PARCEL
The North 50.00 feet of Lots 11 and 12, Block 42 NORTH, of the 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 Identification Number: 01-0104-020-1120
a/k/a 717-719 NE ls' Avenue, Miami, FL 33132
56
#343360 I l_v+,1
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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 1A (Block C. D. F, H) — 10.4 acres
Anticipated Development Value: $306 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
PhaseC orth Block E — 2.7 a res
Anticipated Development Value: $267.5 million
i. 0.4 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 1C (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 Il (Block A) — 3.2 acres
Anticipated Development Value: $422.8 million
P. Program undefined
Phase JI (Block B) — 2.5 acres
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Anticipated Development Value: $3 1 million
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Exhibit "C"
Estimated TIF by Phase
PRASE I Estimated Phase
Completion
Phase IA (Block C. D. F I -I) — 10.4 acres
10. Anticipated Development Value:
• Estimated TIF:
Phase 1B (Towers on Block B & H)
• Anticipated Development Value:
• Estimated TIF:
Phase IC (North) (Block, E) — 2.7 acres
• Anticipated Development Value:
• Estimated TIF:
Phase IC (South) (Block G North) — 1.6 acres
Anticipated Development Value:
>l> Estimated TIF:
PHASE II
Block A — 3,2 acres
• Anticipated Development Value:
• Estimated TIF:
Block B — 2.5 acres
• Anticipated Development Value:
• Estimated TIF:
$306 million
$3,579,505
January 1, 2019
$273.7 million January 1, 2019
$3,201,669
$267.5 million January 1, 2021
$3,129,143
$186 million January 1, 2021
$2,175,778
$422.8 million
$4,945,800
$313.1 million
$3,662,559
January 1, 2024
January 1, 2025
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#3433601
Exhibit "D"
Public Infrastructure Improvements
Clerk of the Board
59
43433601
Miami yYrId Center
Phi se 1 Inf astructure & Garage Estimate Update
10-2 7 014
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II n
ll Amount
1
Public Parking
$
2
Demolition
$ 1,458,672.13
3
Earthwork
$ 2,366,962.15
4
VG later 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
,�- B T i.1N PAIIG �
$
$ 56,957,458.34
22
23
'SUB TOTA ; WITHOUT PARKING
$ 56,957,458.34
24
Contingency for other utility conditions
$ 3,014,848.00
Escalation 10% (without parking)
$ 5,997,231.00
26
.GRAND TOTAL WITHOUT PARKING
$ 65,969,537.34
60
Clerk of the Board
434336011_2.'
Exhibit "E-I"
Overtown & Redevelopment Area Boundaries
Redevelopment Area
[INSERT SK: CH]
61
Todd B. Hannon
Clerk of the Board
434336011_
Exhibit "E-2"
Overtown
[INSERT SKETCH]
ed into the
Todd Q.Hannon
Clerk ofthe Board
62
#343360 1 v,'*7
Exhibit "F"
CRA Bond Obligations and Grant Obligations
Name Par Amount Annual Debt Service Maturity Year
MamaHattie $10 million (est) unknown
Gibson Park Improvement Grant $14.1 million $ 2030
63
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Clerk of the Board
Exhibit "G-1" [OPEN — UNDER REVISION]
64
434336011:v4'Z
Exhibit "G-2" [OPEN — UNDER REVISION]
65
Todd B. Hannon
Clerk of the Board
Document comparison by Workshare Compare on Monday, December 29, 2014
4:32:14 PM
Document 1 ID
interwovenSite://HKDMS/Active/34336011/1
Description
#34336011v1<Active> - The Miami Worldcenter Economic
Incentive Agreement
Document 2 ID
interwovenSite://HKDMS/Active/34336011/2
Description
#34336011v2<Active> - The Miami VVorldcenter Economic
Incentive Agreement
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Clerk of the Board