HomeMy WebLinkAboutCRA-R-15-0032 Submittasl-SEOPW-Amendment-Dev. agreementAMENDMENT
THIS AMENDMENT is made as of this day of July 2015 by and between SJP
APARTMENTS, LLC, a Florida limited liability company (the "Developer") and the Southeast
Overtown/Park West Community Redevelopment Agency, a body corporate created pursuant to
Section 163.356, Florida Statues (the "CRA").
RECITALS
A. St. John Plaza Apartments, LLC, a Florida limited liability company (the "Original
Developer") and the CRA entered into that Development Agreement dated as January 18, 2013
(the "Development Agreement").
B. Original Developer has requested the CRA approve the assignment of the
Development Agreement by Original Developer to Developer (the "Assignment") in accordance
with the provisions of Section 15 of the Development Agreement.
C. The CRA desires to approve the Assignment, subject to the terms of this
Amendment.
D. Developer and the CRA desire and modify and amend certain other terms and
provisions of the Development Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Recitals. The Recitals to this Amendment are true and correct and are hereby
incorporated by reference and made a part hereof.
2. Defined Terms. All defined terms utilized in this Amendment but not defined in
this Amendment shall have the meanings ascribed to said terms in the Development Agreement.
3. Consent to Assignment. In accordance with Section 15 of the Development
Agreement, the CRA hereby approves the Assignment of the Development Agreement from
Original Developer to Developer, a copy of which is attached hereto as Exhibit "A".
4. Property Issues. The CRA and Developer acknowledge that Developer has provide
Ti the Executive Director the following: (a) copy of the Survey and the Commitment which shall
mshow Developer to be vested with a leasehold estate in the Property pursuant to the Lease, a
o. c ' ° memorandum of which was recorded in Official Records Book , at Page of the Public
€ o Records of Miami -Dade County, Florida, subject only to the Permitted Exceptions and that
2 t ° _ 1.. mortgage recorded August 23, 1988 in Official Records Book 13796, at Page 2036 of the Public
° ° 6 u Records of Miami -Dade County, Florida (the "Existing Mortgage") which is to be satisfied by the
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d c CDC on or before the Closing Date; (b) an environmental report and a reliance letter addressed to
N d « ~ the CRA reflecting no environmental conditions that will adversely affect the development of the
Project; (c) a soil assessment report to enable the Executive Director to confirm that there are no
soil conditions that will adversely affect the development of the Project; and (d) a letter from the
1510osoo - 5ubrni -H-L1- SEWN- -Amend nwi- Du. Alt-time/1+
Public Works Director of the City confirming that the Project can be developed without replatting
the Property.
5. Deed from Church. The CRA acknowledges that St. John Plaza Project, LLC, a
Florida limited liability company, an affiliate of the CDC has acquired the Church Property
pursuant to that deed recorded in Official Records Book 29326, at Page 505 of the Public Records
of Miami -Dade County, Florida.
6. Lease. The CRA has approved the Lease, a memorandum of which was recorded in
Official Records Book , at Page of the Public Records of Miami -Dade County,
Florida.
7. Project. Section 3.1 of the Development Agreement is hereby amended and
restated to read as follows:
"3.1 Description of the Project. The project (the "Project") shall consist of not less than
90 affordable rental units, all with balconies and upgraded finishes to improve longevity
and durability with ground floor commercial space constructed in one or more buildings
not exceeding eight (8) stories, will include one -bedroom units, two -bedroom units, and
three -bedroom units, the mix of which and the size of which shall be established upon the
community input received in accordance with Section 3.3 below and as approved by the
Executive Director in accordance with Section 3.4 below together with approximately
8,500 square feet of community service space including approximately 4,000 to 8,000
square feet of space for a child learning center and a sufficient number of parking spaces to
comply with the applicable zoning and shall include free wireless internet service at the
highest available residential speed for all residential units."
8. Approval of Schematic Design Documents. The CRA acknowledges that the
Executive Director has approved the Schematic Design Documents on April 16, 2015 which are
identified on Exhibit `B" attached hereto and made a part hereof. The CRA waives any right of
default under the Development Agreement as a result of the failure of the Developer to submit the
Schematic Design Documents to the Executive Director within ninety (90) days from the Effective
Date.
9. Project Budget. The Preliminary Budget attached to the Development Agreement
is hereby replaced by the Preliminary Budget attached hereto as Exhibit "C" and made a part
hereof.
10. Project Schedule. The Project Schedule is attached hereto as Exhibit "D" and made
a part hereof.
11. Section 4.1.6 of the Development Agreement is hereby amended and restated in its
entirety to read as follows:
"4.1.6 Operating Agreement. The operating agreement for the Developer (the "Operating
Agreement") must reflect that SJP Apartments MM, LLC, a Florida limited liability
company, is the manager and owns not less than .01% membership interest in the
Developer and reflect that the balance of the membership interests in Developer is owned
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Todd B. Hannon
Clerk of the Board
by the Institutional Investor and the operating agreement for SJP Apartments MM, LLC
must reflect that the CDC, or its wholly owned affiliate, has not less than a 25%
membership interest in SJP Apartments MM, LLC."
12. Funding Agreement. The first sentence of Section 4.1.4 of the Development
Agreement is hereby deleted and replaced with the following:
"The CRA, and Developer, the Non -Profit, as hereinafter defined, the Developer's lender
providing financing in accordance with the Loan Commitment (the "Lender"), the
institutional investor(s) providing equity to the Developer in exchange for the allocation of
tax credits (the "Institutional Investor"), SJP Apartments MM, LLC, a Florida limited
liability company (the "Managing Member") or an entity controlled by the CDC and SJP
Apartments MM, LLC (the "Controlled Entity") which makes the MM Loan, as hereinafter
defined, shall agree to the terms of an agreement (the "Funding Agreement") in the form
and substance reasonably acceptable to the Executive Director."
13. Form of Funding Agreement. Developer acknowledges that in connection with
previous transactions, the Executive Director has approved a funding agreement in the form of
Exhibit "E" attached hereto.
14. Non -Profit Grant Agreement. Section 5.4 of the Development Agreement is
hereby amended to provide that the Non -Profit Grant Agreement shall be in substantially the form
of Exhibit "F" attached hereto and made a part hereof.
15. Non -Profit. The CRA and the Developer agree that the Non -Profit shall be The
Urban League of Greater Miami, Inc., a Florida not -for -profit corporation. In addition the CRA
acknowledges that the Executive Director has approved the Non -Profit Loan Documents and the
MM Loan Documents and the CRA waives any right to terminate the Development Agreement
pursuant to Section 5.9.
16. Bond Issue Approval. The CRA acknowledges that Bond Issue Approval has been
obtained and the provisions of Section 5.5 of the Development Agreement are hereby deleted.
17. Non -Profit Loan Documents and the MM Loan Documents. The CRA and the
Developer acknowledge and agree that the Non -Profit Loan Documents and the MM Loan
Documents shall be in substantially the form attached hereto as Exhibit "G".
18. Closing. The Closing Date is hereby amended to be on the earlier of (a) ten (10)
days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the
CRA or (b) November 30,2 2015, time being of the essence.
19. CRA Conditions Precedent. Sections 9.1.9, 9.1.10, 9.1.11, and 9.1.13 of the
Development Agreement are hereby amended and restated in their entirety to read as follows:
"9.1.9 The Executive Director has confirmed that (i) the CDC, or its wholly owned
affiliate, has not less than a 25% membership interest in the Managing Member of the
Developer; and (ii) that the ownership structure of Developer is as reflected on Exhibit H
and there has been no changes in the ownership interest in the Developer from that
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reflected on Exhibit H other than the transfer of 99.9% of the membership interests to the
Institutional Investor.
9.1.10 The Executive Director has approved the proposed development agreement
between the Developer and St. John CDP-BC Developer, LLC to oversee the construction
of the Project subject to the limitations contained in Section 5.2.
9.1.11 The Executive Director has confirmed that the CDC has not less than a
twenty percent (20%) interest in the developer fee and profit earned by St. John CDP-BC
Developer, LLC, to be paid pari passu with the amounts paid to St. John CDP-BC
Developer, LLC or in the alternative, the CDC, or its wholly owned affiliate, is being paid
a substantially equivalent fee through the Operating Agreement and the Lease.
9.1.13 The Developer has obtained a phased building permit for the entire Project
to enable Developer to commence construction of the Project in accordance with the
Plans."
20. Participation Requirements. Section 6.2 and 6.3 of the Development Agreement is
hereby amended and restated in its entirety to read as follows:
"6.2 Participation Requirements. Developer agrees to comply with the following
subcontractor participation requirements and laborer participation requirements (the
"Participation Requirements") with respect to the Project:
6.2.1 Subcontractor Participation. The Developer shall require its general
contractor to hire not less than twenty percent (20%) of the subcontractors for the
demolition of any existing improvements and construction of the Project utilizing
companies that have their principal place of business within the City with the following
priority:
a. First, to City residents living within the Redevelopment Area, which
encompasses part of zip code 33136;
b. Second, to City residents living within the boundaries of Overtown
community, which community encompasses part of zip code 33136;
c. Third, to City residents within zip code 33127, 33128, 33130, 33136,
33142, 33125, 33135, 33150 and west Coconut Grove (the `CRA Targeted Zip Codes")
which include the five (5) highest poverty rated zip codes located in the City; and
d. Fourth, to residents residing outside of the CRA Targeted Zip Codes.
For purposes of calculating the twenty percent (20%) subcontractor participation, the
twenty percent (20%) participation shall be calculated based upon the dollar value of each
subcontract given to subcontractors whose principal place of business is in the City and the
total dollar value of all subcontracts entered into by the general contractor for the Project
("Subcontractor Participation Requirement").
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Todd B. Hannon
Clerk of the Board
6.2.2 Laborer Participation. Developer agrees to require its general contractor
and all subcontractors to hire forty percent (40%) of the unskilled labor for the demolition
of any existing improvements and the construction of the Project ("Laborer Participation
Requirement") from workers residing in the City with the following hiring priorities:
a. First, to City residents living within the Redevelopment Area, which
encompasses part of zip code 33136;
b. Second, to City residents living with the boundaries of Overtown
Community, which community encompasses part of zip code 33136;
c. Third, to City residents within the CRA Targeted Zip Codes; and
d. Fourth, to City residents residing outside-ef the CRA Targeted Zip Codes.
6.2.3 In the event of any disputes between the Executive director and the
Developer as to whether any subcontractor has its principal place of business in the City or
whether any laborer resides in the City, the Developer and the Executive Director shall
proceed in good faith to resolve the dispute. In the event the dispute is not resolved within
ten (10) days either party may submit the dispute to the Board for resolution which shall be
binding on the parties.
6.3 Report Requirements. The Developer shall be required to submit to the Executive
Director on a monthly basis commencing upon the earlier to occur of (i) thirty (30) days
after commencement of demolition of the existing improvements or (ii) the
commencement of construction of the Project, detailed reports evidencing compliance with
the Subcontractor Participation Requirements and the Laborer Participation Requirements
during the prior thirty (30) day period ("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 Developer is in compliance with the
Subcontractor Participation Requirements and the Laborer Participation Requirements,
including details of the priority procedure established.
6.3.1 Penalties for Non -Compliance with Subcontractor Participation
Requirements.
6.3.1.1 To the extent Developer fails to comply with the Subcontractor
Participation ReguirementsRequirement, with respect to the Project utilizing only
subcontractors whose principal place of business is within the Redevelopment
Area, Developer shall pay to the CRA as a penalty for such non-compliance (a)
Five Thousand and No/100 Dollars ($5,000.00) for each percentage point below
the Subcontractor Participation Requirement utilizing only subcontractors whose
principal place of business is within the Redevelopment Area for the first three (3)
percentage points below the Subcontractor Participation Requirement, (b) Twelve
Thousand Five Hundred Dollars ($12,500.00) for each additional percentage point
below the first three (3) percentage points below the Subcontractor Participation
Requirement utilizing only subcontractors whose principal place of business is
within the Redevelopment Area for up to three (3) additional percentage points and
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thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each
additional percentage point below six (6%) percentage points below the
Subcontractor Participation Requirement utilizing only subcontractors whose
principal place of business is within the Redevelopment Area (collectively, the
"RA Subcontractor Non -Compliance Funds"). The RA Subcontractor
Non -Compliance Funds shall be calculated by the Executive Director after
completion of the Project and shall be due and .a able within thirt 30 da s from
the date of the Developer's receipt of written statement from the Executive Director
stating the amount of RA Subcontractor Non -Compliance Funds due. To the extent
of any dispute between the Executive Director and the Developer with respect to
the compliance with the Subcontractor Participation Requirement utilizing only
subcontractors whose principal place of business is within the Redevelopment
Area, such dispute shall be submitted to the CRA Board for resolution. The
decision of the CRA Board shall be binding on the parties. The Executive Director,
in his sole discretion, may elect to waive all or a portion of the amount the
Developer is required to pay to the CRA pursuant to this Section 6.3.1.1.
6.3.1.2 To the extent Developer fails to comply with the
Subcontractor Participation Requirement, with respect to the Project utilizing
subcontractors whose principal place of business is either in the Redevelopment
Area or the Overtown community, Developer shall pay to the CRA as a penalty for
such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each
percentage point below the Subcontractor Participation Requirement utilizing only
subcontractors whose principal place of business is within the Redevelopment Area
or in the Overtown community for the first three (3) percentage points below the
Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred
Dollars ($12,500.00) for each additional percentage point below the first three (3)
percentage points below the Subcontractor Participation Requirement utilizing
only subcontractors whose principal place of business is within the Redevelopment
Area or in the Overtown community for up to three (3) additional percentage points
and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for
each additional percentage point below six (6%) percentage points below the
Subcontractor Participation Requirement utilizing only subcontractors whose
principal place of business is located in the Redevelopment Area or the Overtown
community (collectively, the "RA/O Subcontractor Non -Compliance Funds"). The
RA/O Subcontractor Non -Compliance Funds shall be calculated by the Executive
Director after completion of the Project and shall be due and payable within thirty
(30) days from the date of the Developer's receipt of written statement from the
Executive Director stating the amount of RA/O Subcontractor Non -Compliance
Funds due. To the extent of any dispute between the Executive Director and the
Developer with respect to the compliance with the Subcontractor Participation
Requirements utilizing only subcontractors whose principal place of business is
located in the Redevelopment Area or the Overtown community, such dispute shall
be submitted to the CRA Board for resolution. The decision of the CRA Board
shall be binding on the parties. The Executive Director, in his sole discretion, may
elect to waive all or a portion of the amount the Developer is required to pay to the
CRA pursuant to this Section 6.3.1.2.
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Todd B. Hannon
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6.3.1.3 To the extent Developer fails to comply with the
Subcontractor Participation Requirement, with respect to the Project utilizing
subcontractors whose principal place of business is in the Redevelopment Area, the
Overtown community or in the CRA Targeted Zip Codes, Developer shall pay to
the CRA as a penalty for such non-compliance (a) Five Thousand and No/100
Dollars ($5,000.00) for each percentage point below the Subcontractor
Participation Requirement utilizing only subcontractors whose principal place of
business is within the Redevelopment Area, in the Overtown community or in the
CRA Targeted Zip Codes for the first three (3) percentage points below the
Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred
Dollars ($12,500.00) for each additional percentage point below the first three (3)
percentage points below the Subcontractor Participation Requirement utilizing
only subcontractors whose principal place of business is within the Redevelopment
Area, the Overtown community or in the CRA Targeted Zip Codes for up to three
(3) additional percentage points and thereafter, (c) Twenty Five Thousand and
No/100 Dollars ($25,000.00) for each additional percentage point below six (6%)
percentage points below the Subcontractor Participation Requirement utilizing
only subcontractors whose principal place of business is located in the
Redevelopment Area, the Overtown community or in the CRA Targeted Zip Codes
(collectively, the "Target Subcontractor Non -Compliance Funds"). The Target
Subcontractor Non -Compliance Funds shall be calculated by the Executive
Director after completion of the Project and shall be due and payable within thirty
(30) days from the date of the Developer's receipt of written statement from the
Executive Director stating the amount of Target Subcontractor Non -Compliance
Funds due. To the extent of any dispute between the Executive Director and the
Developer with respect to the compliance with the Subcontractor Participation
Requirements utilizing only subcontractors whose principal place of business is
located in the Redevelopment Area or the Overtown community, such dispute shall
be submitted to the CRA Board for resolution. The decision of the CRA Board
shall be binding on the parties. The Executive Director, in his sole discretion, may
elect to waive all or a portion of the amount the Developer is required to pay to the
CRA pursuant to this Section 6.3.1.3.
6.3.1.4 To the extent Developer fails to comply with the
Subcontractor Participation Requirement, with respect to the Project utilizing
subcontractors whose principal place of business is the City, Developer shall pay to
the CRA as a penalty for such non-compliance (a) Five Thousand and No/100
Dollars ($5,000.00) for each percentage point below the Subcontractor
Participation Requirement utilizing only subcontractors whose principal place of
business is within the City for the first three (3) percentage points below the
Subcontractor Participation Requirement, (b) Twelve Thousand Five Hundred
Dollars ($12,500.00) for each additional percentage point below the first three (3)
percentage points below the Subcontractor Participation Requirement utilizing
only subcontractors whose principal place of business is within the City for up to
three (3) additional percentage points and thereafter, (c) Twenty Five Thousand and
No/100 Dollars ($25,000.00) for each additional percentage point below six (6%)
percentage points below the Subcontractor Participation Requirement utilizing
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Todd B. Hannon
Clerk of the Board
only subcontractors whose principal place of business is located in the City
(collectively, the "Subcontractor Non -Compliance Funds"). The Subcontractor
Non -Compliance Funds shall be calculated by the Executive Director after
completion of the Project and shall be due and payable within thirty (30) days from
the date of the Developer's receipt of written statement from the Executive Director
stating the amount of Subcontractor Non -Compliance Funds due. To the extent of
any dispute between the Executive Director and the Developer with respect to the
compliance with the Subcontractor Participation Requirements utilizing only
subcontractors whose principal place of business is located in the Redevelopment
Area or the Overtown community, such dispute shall be submitted to the CRA
Board for resolution. The decision of the CRA Board shall be binding on the
parties. The Executive Director, in his sole discretion, may elect to waive all or a
portion of the amount the Developer is required to pay to the CRA pursuant to this
Section 6.3.1.6.3.1.4.
6.3.2 Penalties for Non -Compliance with Laborer Participation Requirements.
6.3.2.1 To the extent Developer fails to comply with the applicable Laborer
Participation RequirementsRequirement, with respect to the Project, utilizing only
unskilled laborers who reside in the Redevelopment Area Developer shall pay to
the CRA as a penalty for such non-compliance (a) Five Thousand and No/100
Dollars ($5,000.00) for each percentage point below the Laborer Participation
Requirement utilizing only unskilled laborers who reside in the Redevelopment
Area for the first feurthree (4) percentage points below the Laborer Participation
Requirement utilizing only unskilled laborers who reside in the Redevelopment
Area, (b) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) for
each additional percentage point below the first feurthree (43) percentage points
below the Laborer Participation Requirement utilizing only unskilled laborers who
reside in the Redevelopment Area for up to feurthree (4) percentage points and
thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each
additional percentage point below the eight (8six(6) percentage points below the
Laborer Participation Requirement utilizing only unskilled laborers who reside in
the Redevelopment Area (collectively, the "RA Laborer Non -Compliance Funds"),
The RA Laborer Non -Compliance Funds shall be calculated by the Executive
Director after completion of the Project and shall be due within thirty (30) days
from Developer's receipt of written statement from the Executive Director stating
the amount of RA Laborer Non -Compliance Funds due. To the extent of any
dispute between the Executive Director and the Developer with respect to the
compliance with the Laborer Participation Requirements utilizing only unskilled
laborers residing in the Redevelopment Area, such dispute shall be submitted to the
CRA Board for resolution. The decision of the CRA Board shall be binding upon
the parties. The Executive Director, in his sole discretion, may elect to waive all or
a portion of the amount the Developer is required to pay the CRA pursuant to this
Section 6.3.2.1.
6.3.2.2 To the extent Developer fails to comply with the applicable Laborer
Participation Requirement, with respect to the Project, utilizing only unskilled
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Todd B. Hannon
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laborers who reside in the Redevelopment Area and the Overtown community
Developer shall pay to the CRA as a penalty for such non-compliance (a) Five
Thousand and No/100 Dollars ($5,000.00) for each percentage point below the
Laborer Participation Requirement utilizing only unskilled laborers who reside in
the Redevelopment Area or in the Overtown community for the first three (3)
percentage points below the Laborer Participation Requirement, (b) Twelve
Thousand Five Hundred and No/100 Dollars ($12,500.00) for each additional
percentage point below the first three (3) percentage points below the Laborer
Participation Requirement utilizing only unskilled laborers who reside in the
Redevelopment Area or in the Overtown community for up to three (3) percentage
points and thereafter, (c) Twenty Five Thousand and No/100 Dollars ($25,000.00)
for each additional percentage point below the six(6) percentage points below the
Laborer Participation Requirement utilizing only unskilled laborers who reside in
the Redevelopment Area or in the Overtown community (collectively, the "RA/0
Laborer Non -Compliance Funds"). The RA/0 Laborer Non -Compliance Funds
shall be calculated by the Executive Director after completion of the Project and
shall be due within thirty (30) days from Developer's receipt of written statement
from the Executive Director stating the amount of RA/0 Laborer Non -Compliance
Funds due. To the extent of any dispute between the Executive Director and the
Developer with respect to the compliance with the Laborer Participation
Requirements utilizing only unskilled laborers residing in the Redevelopment Area
and in the Overtown community, such dispute shall be submitted to the CRA Board
for resolution. The decision of the CRA Board shall be binding upon the parties.
The Executive Director, in his sole discretion, may elect to waive all or a portion of
the amount the Developer is required to pay the CRA pursuant to this Section
6.3.2.2.
6.3.2.3 To the extent Developer fails to comply with the applicable Laborer
Participation Requirement, with respect to the Project, utilizing only unskilled
laborers who reside in the Redevelopment Area, the Overtown community or in the
CRA Targeted Zip Codes, Developer shall pay to the CRA as a penalty for such
non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each
percentage point below the Laborer Participation Requirement utilizing only
unskilled laborers who reside in the Redevelopment Area , in the Overtown
community or in the CRA Targeted Zip Codes for the first three (3) percentage
points below the Laborer Participation Requirement, (b) Twelve Thousand Five
Hundred and No/100 Dollars ($12,500.00) for each additional percentage point
below the first three (3) percentage points below the Laborer Participation
Requirement utilizing only unskilled laborers who reside in the Redevelopment
Area, in the Overtown community or in the CRA Targeted Zip Codes for up to
three (3) percentage points and thereafter, (c) Twenty Five Thousand and No/100
Dollars ($25,000.00) for each additional percentage point below the six(6)
percentage points below the Laborer Participation Requirement utilizing only
unskilled laborers who reside in the Redevelopment Area, in the Overtown
community or in the CRA Targeted Zip Codes (collectively, the "Targeted Laborer
Non -Compliance Funds"). The Targeted Laborer Non -Compliance Funds shall be
calculated by the Executive Director after completion of the Project and shall be
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Todd B. Hannon
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due within thirty (30) days from Developer's receipt of written statement from the
Executive Director stating the amount of Targeted Laborer Non -Compliance Funds
due. To the extent of any dispute between the Executive Director and the
Developer with respect to the compliance with the Laborer Participation
Requirements utilizing only unskilled laborers residing in the Redevelopment
Area, in the Overtown community or in the CRA Targeted Zip Codes, such dispute
shall be submitted to the CRA Board for resolution. The decision of the CRA
Board shall be binding upon the parties. The Executive Director, in his sole
discretion, may elect to waive all or a portion of the amount the Developer is
required to pay the CRA pursuant to this Section 6.3.2.3.
6.3.2.4 To the extent Developer fails to comply with the applicable Laborer
Participation Requirement, with respect to the Project, utilizing only unskilled
laborers who reside in the City Developer shall pay to the CRA as a penalty for
such non-compliance (a) Five Thousand and No/100 Dollars ($5,000.00) for each
percentage point below the Laborer Participation Requirement utilizing only
unskilled laborers who reside in the City for the first three (3) percentage points
below the Laborer Participation Requirement, (b) Twelve Thousand Five Hundred
and No/100 Dollars ($12,500.00) for each additional percentage point below the
first three (3) percentage points below the Laborer Participation Requirement
utilizing only unskilled laborers who reside in the City for up to three (3)
percentage points and thereafter, (c) Twenty Five Thousand and No/100 Dollars
($25,000.00) for each additional percentage point below the six(6) percentage
points below the Laborer Participation Requirement utilizing only unskilled
laborers who reside in the City (collectively, the "Laborer Non -Compliance
Funds"). The Laborer Non -Compliance Funds shall be calculated by the Executive
Director after completion of the Project and shall be due within thirty (30) days
from Developer's receipt of written statement from the Executive Director stating
the amount of Laborer Non -Compliance Funds due. To the extent of any dispute
between the Executive Director and the Developer with respect to the compliance
with the Laborer Participation Requirements utilizing only unskilled laborers
residing in the City, such dispute shall be submitted to the CRA Board for
resolution. The decision of the CRA Board shall be binding upon the parties. The
Executive Director, in his sole discretion, may elect to waive all or a portion of the
amount the Developer is required to pay the CRA pursuant to this Section 6.3.2."
6.3.2.4."
21. Job Fair. Developer covenants and agrees to broadly disseminate information
regarding job opportunities for local area residents and businesses to allow them to participate in
construction of the Project, including, without limitation, hosting at least two (2) job fairs within
the Redevelopment Area, prior to the commencement of construction of the Project and place at
least four (4) full page color ads in the Miami Times disseminating information regarding job
opportunities for local area residents and businesses to participate in the construction of the Project
prior to the commencement of construction of the Project.
22. Responsible Wage Rates.
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Todd B. Hannon
Clerk of the Board
A. Responsible Wage Requirement. With respect to the Project the Developer
shall require its general contractor and all subcontractors and sub -subcontractors, at all levels,
performing work in connection with the Project to pay a minimum hourly wage rate and health
benefits consistent with Miami -Dade 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 by
the County annually, which Responsible Wage shall be deemed to apply to the Project. The
Developer shall require that its general contractor include in each subcontract the requirement that
such subcontractor pay the Responsible Wage to all employees working on the Project. Each
sub -subcontractor, at all levels, shall also be obligated to pay the Responsible Wage to all
employees working on the Project.
B. Failure to Comply with Responsible Wage. In the event that the general
contractor and all subcontractors and sub -subcontractors, at all levels, fail to pay the Responsible
Wage to any part-time or full-time employees working on the Project, which failure is reported to
the Executive Director, the Executive Director shall investigate and if the Executive Director,
based upon its investigation confirm such non-compliance with the Responsible Wage
requirement, and that same was not a de minimis miscalculation of the Responsible Wage, the
Developer shall pay to the underpaid employee(s) as a penalty for non-compliance the entire
amount of wages calculated at the Responsible Wage that such employee would have earned
during his or her employment during construction of the Project without any credit being given for
the payments made to such employee which did not comply with the Responsible Wage
requirement of this Section. By way of example, and without limitation, an unintentional
bookkeeping error or a miscalculation resulting from a change in the Responsible Wage set by the
County during the course of employment shall be considered a de minimis miscalculation. such
amount shall be due to the underpaid employee(s) within thirty (30) days after written demand
from the Executive Director. This provision shall survive the Closing.
23. Monitoring Compliance. Developer acknowledges that pursuant to Section 3.8(B)
of the Development Agreement the Project Budget is to include a Seventy Five Thousand and
No/100 Dollars ($75,000.00) line item to be utilized solely to pay third parties retained by the CRA
to assist in monitoring compliance with the terms of the Development Agreement and overseeing
construction on behalf of the CRA.
24. 23. Ownership Interest in Developer. Exhibit H to the Development Agreement is
hereby deleted and replaced by Exhibit "H" attached hereto and made a part hereof.
25. 24. Guaranty. Section 10.2.4 of the Development Agreement is hereby amended to
provide that the Guaranty shall be provided by James R. Watson, individually, BCP Development,
LLC, a Massachusetts limited liability company, St John CDP-BC Developer, LLC, a Florida
limited liability company and James R. Watson Revocable Trust 2014.
26. 25. Assignability. Section 15 is hereby amended by adding the following language
to the end of such Section:
"Notwithstanding the foregoing, the following transfers will not be deemed an
assignment or transfer requiring the prior consent of CRA: (i) a transfer by the Institutional
11
Submitted into the public
record in connection with
Item Son 7-?-7-15
Todd B. Hannon
Clerk of the Board
Investor of its interest in the Developer in accordance with the Operating Agreement, or (ii)
the removal and replacement of the manager of the Developer by the Institutional Investor
in accordance with the terms of the Operating Agreement provided that such replacement
manager is an affiliate of the Institutional Investor and notice of such removal is provide to
CRA."
27. 26. Notices. Section 16 of the Development Agreement is hereby amended and
restated to read as follows:
"16. NOTICES. Any notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given if delivered by hand,
sent by recognized overnight courier (such as Federal Express), sent by fax or mailed by
certified or registered mail, return receipt requested, in a postage prepaid envelope, and
addressed as follows:
If to Developer:
With a copy to:
With a copy to:
And to:
With a copy to:
SJP Apartments, LLC
340 West Flagler Street, Suite 312
Miami, Florida 33131
Attention: James Watson
Squire Patton Boggs
200 South Biscayne Blvd., Suite 4700
Miami, FL 33131
Attention: Thomas V. Eagan, Esq.
Fax: 305-577-7001
Boston Capital Corporate Tax Credit Fund XL,
A Limited Partnership
One Boston Place
Boston, MA 02108
Attn: Asset Management
Nixon Peabody LLP
100 Summer Street
Boston, MA 02110
Attn: John Condon
Stearns Weaver Miller Weissler Alhadeff
and Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, FL 33130
Attention: Brian McDonough, Esq.
Fax: 305-789-3395
12
Submitted into the public
record in connection with
Item ,2on 7-e27-15--
Todd B. Hannon
Clerk of the Board
And with a copy to: Legal Services of Greater Miami
3000 Biscayne Boulevard, Suite 500
Miami, Florida 33137
Attention: Shahrazd Emani
Fax: 305-576-5112
If to CRA:
With a copy to:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Clarence E. Woods, III, Executive Director
819 NW 2nd Avenue
Third Floor
Miami, FL 33136
Fax: 305-679-6836
William R. Bloom, Esq.
Holland & Knight, LLP
Suite 3000
701 Brickell Avenue
Miami, FL 33131
Fax: 305-789-7799
And with a copy to: Staff Counsel
Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue
Third Floor
Miami, FL 33136
Fax: 305-679-6836
Notices personally delivered or sent by fax shall be deemed given on the date of delivery
and notices mailed in accordance with the foregoing shall be deemed given upon receipt or
the date delivery is refused."
28. 27. Cured By Institutional Investor. CRA agrees that any default by Developer
under the Development Agreement may be cured by the Institutional Investor within the same cure
period as provided to Developer.
29. 28. Ratification. Except as hereby modified, the CRA and Developer hereby ratify
and reaffirm all the terms and provisions of the Development Agreement.
30. 29). Condemnation Litigation. The CRA was awarded Two Hundred Twenty -Five
Thousand and No/100 Dollars ($225,000.00) (the "CRA Award") in that case styled State of
Florida Department of Transportation , as Petitioner vs. St. John Institutional Missionary Baptist
Church, Inc., et al., as Defendants, Case No. 13-33596-CA-23 pending in the 11`h Judicial Circuit
in and for Miami -Dade County, Florida (the "Condemnation Proceeding"). St. John Institutional
Missionary Baptist Church, Inc. (the "Church") has appealed the CRA Award. If the CRA Award
13
Submitted into the public
record in connection with
Item 5 on 7-.27-15
Todd B. Hannon
Clerk of the Board
has not been paid to the CRA on or before the Closing Date, then on the Closing Date Developer
shall deposit into escrow with an escrow agent acceptable to the CRA and Developer (the "Escrow
Agent") Two Hundred Twenty -Five Thousand and No/100 Dollars ($225,000.00) (the "Escrowed
Funds"). The Escrow Agent shall hold the Escrowed Funds until the earlier to occur of (i) the date
the CRA Award becomes final in which case the Escrow Agent shall pay the Escrowed Funds to
the Developer; or (ii) the date the CRA Award is overturned on appeal in which event the Escrow
Agent shall pay the Escrowed Funds to the CRA. The form of the escrow agreement shall be
subject to the approval of the Executive Director, which approval shall not be unreasonably
withheld. The obligation of the CRA to close the transaction contemplated by the Development
Agreement is expressly subject to the Developer depositing the Escrowed Funds with Escrow
Agent and the Executive Director's approval of the Escrow Agent and the terms of the escrow
agreement, if the CRA Award is not final as of the Closing Date.
31. 30. Wi-Fi. The Developer covenants and agrees to provide free wireless internet
service at the highest available residential speed to all residential units of the Project at no cost to
the residents. This obligation shall constitute a covenant running with the land and this obligation
shall be included in the special warranty deed to the Developer.
32. 31. Conflict. To the extent of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Development Agreement, the terms and
provisions of this Amendment shall control.
14
Submitted into the public
record in connection with
Item 5 on 7`../ 7-15
Todd B. Hannon
Clerk of the Board
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above -written.
DEVELOPER:
SJP APARTMENTS, LLC, a Florida limited liability company
By: SJP Apartments MM, LLC, a Florida limited liability company, its Manager
By: St. John CDP-BC MM, LLC, a Florida limited liability company,
its manager
By: BCP SJP, LLC, a Florida limited liability company
By:
Name:
Title:
15
Submitted into the public
record in connection with
Item 5 on 7'a 7-1
Todd B. Hannon
Clerk of the Board
CRA:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Clarence E. Woods, III., Executive Director
ATTEST: Approved for legal sufficiency
Clerk of the Board
16
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
Submitted into the public
record in connection with
Item 5 on 7-Z 7-15
Todd B. Hannon
Clerk of the Board
JOINDER
The undersigned joins in this Amendment to confirm their agreement to provide the
Guaranty.
James R. Watson, individually
St. John CDP-BC Developer, LLC
a Florida limited liability company
By: SJP Development Holdings, LLC,
a Massachusetts limited liability company
its Manager
By: BCP SJP Developer, LLC,
a Massachusetts limited liability company
its Manager
By: Boston Capital Companion Limited
Partnership, a Massachusetts limited
partnership, its sole member
By: Boston Capital Partners II Corporation,
a Massachusetts corporation, its sole
general partner
By:
Name:
Title:
BCP Development, LLC, a Massachusetts limited liability
company
By:
Name:
Title:
17
Submitted into the public
record in connection with
Item 5 on 7-P 7-15
Todd B. Hannon
Clerk of the Board
James R. Watson Revocable Trust 2014
By:
Name: James R. Watson
Title: Trustee
18
Submitted into the public
record in connection with
Item 5 on 7-017-/5
Todd B. Hannon
Clerk of the Board
Joinder
The undersigned joins in this Amendment for the purpose of agreeing to satisfy the
Existing Mortgage at Closing.
St John Community Development Corporation,
a Florida corporation
By:
Name:
Title:
Date Executed:
19
Submitted into the public
record in connection with
Item 5_on 7-?7-15
Todd B. Hannon
Clerk of the Board
Exhibit "A"
Copy of Assignment of Development Agreement
20
Submitted into the public
record in connection with
Item 5 on 7-a7- )J
Todd B. Hannon
Clerk of the Board
ASSIGNMENT OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT is made as of this day of
April, 2015 by and between ST. JOHN PLAZA APARTMENTS, LLC, a Florida limited liability
company (the "Original Developer") and SJP APARTMENTS, LLC, a Florida limited liability
company (the "New Developer").
RECITALS
A. Original Developer and the Southeast Overtown/Park West Community
Redevelopment Agency, a body corporate created pursuant to Section 163.356, Florida Statues
(the "CRA") entered into that certain Development Agreement dated as January 18, 2013 (the
"Development Agreement").
B. Original Developer has agreed to assign its interest in the Development Agreement
to New Developer, and New Developer has agreed to assume all of the rights and obligations of
Original Developer under the Development Agreement.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Recitals. The Recitals to this Assignment are true and correct and are hereby
incorporated by reference and made a part hereof.
2. Defined Terms. All defined terms utilized in this Assignment but not defined
herein shall have the meanings ascribed to said terms in the Development Agreement.
3. Assignment and Assumption. Original Developer hereby assigns, transfers, and
conveys unto New Developer all of its right, title and interest in and to the Development
Agreement. New Developer hereby accepts the assignment of the Original Developer's interest in
the Development Agreement, assumes the obligations of Original Developer thereunder, ratifies
and confirms the Development Agreement and all amendments thereto, and agrees to be bound by
all of the terms and conditions of the Development Agreement.
SIGNATURES APPEAR ON FOLLOWING PAGE
21
Submitted into the public
record in connection with
Item i on 7-.07-/5
Todd B. Hannon
Clerk of the Board
IN WITNESS WHEREOF, we have executed this Assignment of Development Agreement
effective as of the day of , 2015.
ORIGINAL DEVELOPER:
ST. JOHN PLAZA APARTMENTS, LLC, a Florida
limited liability company
By:
NEW DEVELOPER:
SJP APARTMENTS, LLC, a Florida limited liability
company
By: SJP Apartments MM, LLC, a Florida limited liability
company, its Manager
By: St. John CDP-BC MM, LLC, a Florida
limited liability company, its manager
By: BCP SJP, LLC, a Florida limited liability
company, its manager
22
By:
Name:
Title:
Submitted into the public
record in connection with
Item 5 on 7-,17-15
Todd B. Hannon
Clerk of the Board
Exhibit "B"
Description of Schematic Design Documents
Prepared by Corwil Architects dated November 18, 2014, last revised April , 2015, under Job
Number 2011-17 under File Number 200-17 consisting of Sheets A-0.01, A-0.02, A-1.00 through
A-1.04, and A-2.00
[NEEDS TO BE UPDATED]
23
Submitted into the public
record in connection with
Item 5 on 7-427-/5
Todd B. Hannon
Clerk of the Board
Exhibit "C"
Proposed Budget
[MUST BE UPDATED TO REFLECT $75,000 TO BE PAID AS DIRECTED BY CRA]
24
Submitted into the public
record in connection with
Item • on 7'.27-/ 5
Todd B. Hannon
Clerk of the Board
St. John Plaza Apts 90 units LIHTC (09-18-14).xls
St. John Plana Apartments • Muni, FL 90 units LIHTC Housing
Sources & three (during construction and lease -up)
Sources Rot
Permanent Phase
Total % Per Unit
Pre -Penn Funding
Total
%
Per Unit
Debt
-
Predevetopment Loan
0
0.00%
•
647,400
2.88%
7,193
Ctmsbuation Loan/ Tex Exempt Bond Proceeds
0
0.00%
-
7,543,803
31.22%
83,820
Fbst Manage
2,300,000
9.49%
25,556
0
0.00%
-
Surtac
Z700,000
11.14%
30,000
0
0.00%
-
Ouertmtm CRA Grant
10,000,000
41.24%
111,111
10,000,000
41.39%
111,111
Trot Credt Equity
-
0
-
UHTC LP Equity $0.95 41.00 of L1HTC
8,547,000
3525%
94.967
5,969,036
24.71%
66,323
Deferred Developer Fee 20.00% of Dev. Fee
700,238
2.8996
7,780
0
0.0016
-
Totai Sources
24,247,238
100.00%
289,414
24,160,239
100.00%
268,447
Uses
Total
%
Per Unit
Total
%
Per Unit
Harp Cmabudlon Costs
11,123,398
45.87%
1230593
11,123,398
45.95%
123,593
GC Pre 6.0%
667,44)4
2.75%
7,416
667,404
2.769t,
7,416
GC General Rtrenls 6.0%
667,404
2.75%
7A16
667,404
2.76%
7,416
GC Overhead 2.0%
249,164
1.03%
2,768
249,164
1.03%
2,768
Recreational / Omer items
225,000
0.93%
2,500
225,000
093%
2,500
Off-$8e Improvements
100,000
0.41%
1,111
100,000
0.41%
1,111
Hard Cost C0nt9genyy @: 5.0%
556,170
2.2916
6,180
556,170
2.30%
6,180
Community Support 9,0006E ® $100 /SF
900,000
3.71%
10,000
900,000
3.72%
10,000
BaM!Consdn n Interest Exp @ 6.50% Interest
732,818
3.02%
8,142
691,953
2.86%
7,688
Bond Origination Fee 2.0%
150,876
0.62%
1,676
150,876
0.62%
1,676
Band Closing Costs 0.0%
23,344
0.10%
259
23,344
0.10%
259
Construstim Loan Origination Fee 1.5%
113,157
0.47%
1,257
113,157
0.47%
1,257
Non -Profit Loan Fee
150,00D
0.62%
1,667
150,000
0.62%
1,667
Costs of Issuance
130,300
0.54%
1,448
130,300
0.54%
1 A48
Other Loan Cloning Costs
13,600
0.06%
150
13,500
0.06%
150
Operating De8dt Reserve (6 months expense +debt)
366,023
1.51%
4,087
366,023
1.51%
4,067
Accounting Fees
10,000
0.04%
111
10,000
0/34%
111
App6Cation Fees
3,000
0.01%
33
3.000
0.01%
33
Appraisal
20,000
0,08%
222
20,000
0.08%
222
Architect Fee -Design/ LEE) 4.0%
444,936
1.83%
4,944
444,936
1.84%
4,944
Ardhttect Fee-Supmvielm 0.5%
155,617
0.64%
1,729
155,617
0.64%
1,729
Bwlder's Risk insurance 1.00%
111,234
0.46%
1,236
111234
0.4696
1,236
Buldag Permit 51.500 han3
135,000
0.56%
1,500
135,000
0.56%
1.500
Credit UndenvnlIng Fee
15,015
0.06%
167
15,015
0.06%
167
Engineering Fee
49,500
0.20%
550
49,500
0.20%
550
Environmental Repot
25,000
0.10%
278
25,000
0.10%
278
FHFC Adminisba5ve Fees
16,880
0.07%
188
16,880
0.07°%
1 >:
FHFC Applcation Fees
5.000
0.02%
58
5,000
0.02%
56
FHFC Compliance Mon. Fee
68,487
0.2896
761
68,487
028%
761
Permanent Riming Fee 2.00%
46,000
0.19%
511
46,000
0.19%
511
impact Fees (Detail) $8,653 /unit
778,746
3.21%
8,653
778,746
32216
8,853
Inspedien Fees
150,000
0.62%
1,667
150,000
092%
1,667
insurance- Property/Liability 51,000limit
90,000
0.37%
1,000
90,000
0.37%
1,000
Legal Fees Partnership
350,900
1.44%
3,889
350,000
1.45%
3,889
Legal Fees- Other
55,000
023%
611
55,000
023%
611
Market Study
4,500
0.02%
50
4,500
0.02%
50
Marketng!Advertsirg 51,667 /unit
150,000
0.62%
1,667
150,000
0.62%
1,667
Working Capifat Reserve
67,572
0.28%
751
67,572
0.28%
751
Property Tams (Constnraim)
81,000
0.33%
900
81,000
0.33%
900
Sot Test Report
25,000
0.10%
278
25,000
0.10%
278
Survey(mdutimg es.bual)
25,000
0.10%
278
25,000
0.10%
278
Tlile Insurance & Retarefng 0.57%
134,066
0.55%
1,490
134,066
0.55%
1,490
Unity Connector Fee $2,100 Ant
189,000
0.78%
2,100
189,000
0.78%
2,100
Contingency (Sod Cost) 2A%
76,938
0.32%
855
76,938
0.32%
855
Sub -Total
19,451,049
216,123
19,410,184
215,669
Land lease Payment
1295,000
5.34%
14,389
1,295,000
5.35%
14,389
Doveioper'sAdmin. 8Overhead 4.0%
778,042
321%
8,645
778,042
321%
8.645
Developer Fee 14.00%
2,723,147
112366
30,257
2,723,147
11.25%
30,257
Total Project Cost 18.0%
21,247,738
100.00% 26,414
24,206,373
100.00%
268,960
F1rlanchng Dap surphrd(shorq
0
46,134
25
Submitted into the public
record in connection with
Item on 7-a7-b
Todd B. Hannon
Clerk of the Board
Exhibit "D"
Project Schedule
[MUST SHOW 14 MONTH CONSTRUCTION SCHEDULE]
26
Submitted into the public
record in connection with
Item 5 on 7-027 -15
Todd B. Hannon
Clerk of the Board
Exhibit "E"
Form of funding agreement previously approved by Executive Director
27
Submitted into the public
record in connection with
Item 5 on 7-P 7-15
Todd B. Hannon
Clerk of the Board
Exhibit "F"
NON-PROFIT GRANT AGREEMENT
28
Submitted into the public
record in connection with
Item don 7-e27-/5
Todd B. Hannon
Clerk of the Board
Exhibit "G"
Non -Profit Loan Documents and MM Loan Documents
29
Submitted into the public
record in connection with
Item 5_ on 7-,-2 7-'3
Todd B. Hannon
Clerk of the Board
Exhibit "H"
OWNERSHIP INTEREST
SJP Apartments, LLC
SJP Apartments MM, LLC
(.01 % membership interest)
and managing member
ST John CDP-BC MM, LLC
75% membership interest and
managing member
BCP SJP, LLC
50% membership interest and
managing member
Entity owned or controlled by
Boston Capital
#35316967_v(7
BCCC, Inc.
(0% Special
Member Interest)
Boston Capital controlled entity or
Boston Capital Corporate Tax
Credit Fund XL, A Limited
Partnership
(99.99% membership interest)
St John Community Development
Corporation, Inc., or its wholly owned
subsidiary, 25% membership interest
James R. Watson Revocable Trust 2014
50% membership interest
30
Submitted into the public
record in connection with
Item 5_ on 7- Q1 1.5
Todd B. Hannon
Clerk of the Board
Document comparison by Workshare Compare on Monday, July 27, 2015 5:29:23
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Input:
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Description
#35316967v6<Active> - 7-23-15 AMENDMENT 2 to St
John Plaza Development Agremeent
Document 2 ID
interwovenSite://HKDMS/Active/35316967/7
Description
#35316967v7<Active> - 7-27-15 AMENDMENT 2 to St
John Plaza Development Agremeent
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Submitted into the public
record in connection with
Item 5 on 7-,L7'I5
Todd B. Hannon
Clerk of the Board